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20549

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(MARK ONE)

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

For the fiscal year ended December 31, ~~2022~~ 2023

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

For the transition period from to

Commission ~~File~~file ~~Number~~number: 001-40972

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1582574
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1280 El Camino Real, Suite 200 Menlo Park, California		94025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (415) 205-7937


Cayman Islands		98-1582574
(State or other jurisdiction ofincorporation or organization)		(I.R.S. EmployerIdentification No.)

1285 Camino Real, Suite 200Menlo Park, California 94025(Address of principal executive offices and zip code) (260) 515-9113 (Registrant’s telephone number, including area code)

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant	PEGRU	The Nasdaq Stock Market, LLC

Class A ordinary shares, par value $0.0001 per share	PEGR	The Nasdaq Stock Market LLC
Class A ordinary shares, par value $0.0001 per share	PEGR	The Nasdaq Stock Market, LLC
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50 per share	PEGRW	The Nasdaq Stock Market LLC

Redeemable warrants, each whole warrant exercisable for one Class A ordinary share, each at an exercise price of $11.50 per share	PEGRW	The Nasdaq Stock Market, LLC

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

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

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

Indicate by check mark whether the registrant is ~~has~~a ~~submitted~~large ~~electronically~~accelerated ~~every~~filer, ~~Interactive~~an ~~Data~~accelerated ~~File~~filer, ~~required~~a tonon-accelerated befiler, ~~submitted~~a ~~pursuant~~smaller toreporting ~~Rule 405~~company, ofor ~~Regulation~~an ~~S-T~~emerging ~~(Section~~growth ~~232~~company.~~405~~ See ofthe ~~this~~definitions ~~chapter)~~of ~~during~~“large ~~the~~accelerated ~~preceding~~filer,” ~~12 months~~“accelerated ~~(or~~filer,” ~~for~~“smaller ~~such~~reporting ~~shorter~~company,” and ~~period~~“emerging ~~that~~growth ~~the~~company” ~~registrant~~in ~~was~~Rule ~~required~~12b-2 toof ~~submit~~the ~~such~~Exchange ~~files)~~Act. ~~Yes ☒ No ☐~~

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

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.

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

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

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐

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

If this is an annual 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 Firm ID:		Auditor Name:		Auditor Location:
688		Marcum LLP		Houston, TX, USA

As of June 30, 2023 (the last business day of the registrant’s most recently completed second fiscal quarter), the aggregate market value of the ordinary shares held by non-affiliates of the registrant was approximately $285,411,546 (based on the closing sales price of the Class A ordinary shares on June 30, 2023, of $10.36 as reported on the Nasdaq Global Market).

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

As of April 16, 2024, there were 17,473,772 Class A ordinary shares, par value $0.0001 per share, and one Class B ordinary share, par value $0.0001 per share, of the registrant issued and outstanding.

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

~~The~~Annual ~~aggregate~~Report ~~market~~on ~~value~~Form of10-K ~~the Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price~~ for the ~~Class~~year Aended December ~~ordinary shares on June 30~~31, ~~2022, as reported on the Nasdaq Stock Market was $256,918,408.~~2023

As of March 30, 2023, there were 26,377,660 Class A ordinary shares, par value $0.0001 per share, and 6,594,415 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

Table of Contents

		Page
PART I

Item 1.	Business.	1
Item 1A.	Risk Factors.	10
Item 1B.	Unresolved Staff Comments.	49
Item 1C.	Cybersecurity.	49
Item 2.	Properties.	49
Item 3.	Legal Proceedings.	49
Item 4.	Mine Safety Disclosures.	49

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	50
Item 6.	[Reserved]	51
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	51
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	60
Item 8.	Financial Statements and Supplementary Data.	60
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	61
Item 9A.	Controls and Procedures.	61
Item 9B.	Other Information.	61
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	61

PART III

Item 10.	Directors, Executive Officers and Corporate Governance.	62
Item 11.	Executive Compensation.	69
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	70
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	71
Item 14.	Principal Accountant Fees and Services.	73

PART IV

Item 15.	Exhibits and Financial Statement Schedules.	74
Item 16.	Form 10-K Summary.	75

SIGNATURES		76

CERTAIN TERMS

Unless otherwise stated in this Annual Report on Form 10-K (this “report”) or the context otherwise requires, references to:

● “additional anchor investors” are to certain qualified institutional buyers or institutional accredited investors, none of which is affiliated with any member of our management team, that participated in our initial public offering and, in connection therewith, acquired founder shares from our sponsor;

● “anchor investors” are to the original anchor investors and the additional anchor investors;

● “Business Combination Agreement” are to the Business Combination Agreement, dated as of October 2, 2023, by and among our company, Holdco, Merger Sub, the Seller and Heramba, as may be amended, supplemented, or otherwise modified from time to time;

~~Annual~~● ~~Report~~“Class onA ~~Form 10-K~~ordinary ~~for~~shares” ~~the year~~are ~~ended~~to ~~December 31~~our Class A ordinary shares, ~~2022~~par value $0.0001 per share;

~~Table~~● of“Class ~~Contents~~B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;


PART I
Item 1.	Business.	1
Item 1A.	Risk Factors.	8
Item 1B.	Unresolved Staff Comments.	43
Item 2.	Properties.	43
Item 3.	Legal Proceedings.	43
Item 4.	Mine Safety Disclosures.	43
PART II
Item 5.	Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities.	44
Item 6.	Selected Financial Data.	45
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	45
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	49
Item 8.	Financial Statements and Supplementary Data.	49
Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.	49
Item 9A.	Controls and Procedures.	49
Item 9B.	Other Information.	50
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.	50
PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	51
Item 11.	Executive Compensation.	57
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.	58
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	61
Item 14.	Principal Accounting Fees and Services.	62
PART IV
Item 15.	Exhibits, Financial Statement Schedules.	64
Item 16.	Form 10-K Summary.	64
EXHIBIT INDEX
SIGNATURES

●

“Companies Act” are to the Companies Act (As Revised) of the Cayman Islands as the same may be amended from time to time;

● “EWI Capital” are to EWI Capital SPAC I LLC, which is an affiliate of Srinath Narayanan (our President and Chief Executive Officer) and a member of our sponsor;

● “final prospectus” are to the final prospectus for our initial public offering filed with the SEC on November 1, 2021;

● “Form F-4” are to the registration statement on Form F-4 (File No. 333-275903) initially filed by Holdco with the SEC on December 6, 2023 in connection with the Business Combination, as amended;

● “founder shares” are to the Class B ordinary shares issued prior to our initial public offering and any Class A ordinary shares issued upon conversion thereof (for the avoidance of doubt, such Class A ordinary shares are not “public shares”);

● “Heramba” are to Heramba GmbH, a limited liability company (Gesellschaft mit beschränkter Haftung) established under the laws of Germany;

~~Table~~● “Holdco” are to Heramba Electric plc, an Irish public limited company incorporated under the laws of ~~Contents~~Ireland;

● “initial public offering” are to our initial public offering consummated on November 2, 2021, including the closing of the partial exercise of the underwriters’ over-allotment option consummated on November 17, 2021, as the context requires;

●

“initial shareholders” are to the holders of the founder shares prior to our initial public offering and their permitted transferees, as applicable;

●

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

●

“memorandum and articles of association” are to our amended and restated memorandum and articles of association, as amended to the date of this report;

●

“Merger Sub” are to Heramba Merger Corp., an exempted company incorporated in the Cayman Islands with limited liability;

●

“ordinary shares” are to our Class A ordinary shares and our Class B ordinary shares;

●

“original anchor investors” are to certain investment funds and managed accounts managed by or affiliated with Atalaya Capital Management LP, Apollo Capital Management, L.P. and an additional qualified institutional buyer, none of which is affiliated with any member of our management team, that participated in our initial public offering and, in connection therewith, acquired membership interests in our sponsor representing indirect beneficial interests in certain founder shares and private placement warrants held by our sponsor;

●

“private placement warrants” are to the warrants that were sold in private placements to our sponsor simultaneously with the closing of our initial public offering and the partial exercise of the underwriters’ over-allotment option;

●

“Proposed Business Combination” are to the transactions contemplated by the Business Combination Agreement, collectively;

●

“public shares” are to the Class A ordinary shares sold as part of the units in our initial public offering (whether purchased in our initial public offering or thereafter in the open market);

●

“public shareholders” are to the holders of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of our management team purchase public shares, provided that each initial shareholder’s and member of our management team’s status as a “public shareholder” will only exist with respect to such public shares;

●

“public warrants” are to (i) our redeemable warrants sold as part of the units in our initial public offering (whether purchased in our initial public offering or thereafter in the open market) and (ii) the private placement warrants and any warrants that may be issued upon conversion of working capital loans if such warrants are held by third parties other than the initial purchasers or their permitted transferees;

●

“SEC” are to the U.S. Securities and Exchange Commission;

●

“Seller” are to Heramba Limited, an Irish private company limited by shares duly incorporated under the laws of Ireland;

●

“sponsor” are to Smilodon Capital, LLC, a Delaware limited liability company;

●

“units” are to the units issued in our initial public offering, each of which consisted of one Class A ordinary share and one-half of one redeemable warrant;

●

“warrants” are to the public warrants and the private placement warrants; and

●

“we,” “us,” “company” or “our company” are to Project Energy Reimagined Acquisition Corp., an exempted company incorporated in the Cayman Islands with limited liability.

iii

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

●

our ability to select an appropriate target business or businesses;

●

our ability to complete our initial business combination;

●

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

●

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

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

● the proceeds of the forward purchase units being available to us;

●

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

●

our pool of prospective target businesses;

● our ability to ~~consummate~~maintain anthe ~~initial~~listing ~~business~~of ~~combination~~our ~~due~~securities toon ~~the~~The ~~uncertainty~~Nasdaq ~~resulting~~Stock ~~from~~Market ~~the~~LLC ~~COVID-19~~(“Nasdaq”) ~~pandemic;~~or another national securities exchange prior to or following our initial business combination;

● ~~the~~our ability to consummate an initial business combination due to the uncertainty resulting from the COVID-19 pandemic, the invasion of ~~our~~Ukraine ~~officers~~by Russia, the escalation of conflict in Israel, increases in inflation and ~~directors~~other toevents ~~generate~~(such as terrorist attacks, geopolitical unrest, natural disasters or a ~~number~~significant outbreak of ~~potential~~other ~~business~~infectious ~~combination opportunities;~~diseases);

●

the ability of our officers and directors to generate a number of potential business combination opportunities, if we are unable to complete the Proposed Business Combination;

●

the liquidity and trading of our public securities;

●

the lack of a market for our securities;

●

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

●

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

● our financial performance, including following our initial business combination.

The forward-looking statements contained in this report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Item 1A. Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~Table of Contents~~iv

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

RISK FACTORS SUMMARY

An investment in our securities involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section titled “Item 1A. Risk Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:

● Our public shareholders may not be afforded an opportunity to vote on our ~~proposed~~ initial business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

●

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

●

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

●

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

●

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

● The requirement that we complete our initial business combination ~~within~~by 18May ~~months~~2, ~~after~~2024 ~~the closing of our initial public offering~~ (or 21such ~~months~~later ~~from~~date ~~the~~as ~~closing~~may ofbe ~~our~~approved ~~initial~~by ~~public offering if we have executed a letter of intent, agreement in principle or definitive agreement for~~ our ~~initial business combination within 18 months from the closing of our initial public offering but have not completed our initial business combination within such 18-month period~~shareholders), may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

● Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) ~~outbreak~~pandemic and the status of debt and equity markets.

●

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

●

If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for submitting or tendering its shares, such shares may not be redeemed.

●

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

Table of Contents

●

Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.

● If the net proceeds of our initial public offering, aand ~~portion of~~ the sale of the private placement warrants, ~~the~~including ~~sale~~as ofa ~~the~~result ~~over-allotment~~of ~~units and~~ the ~~sale~~partial exercise of the underwriters’ over-allotment ~~warrants~~option, not being held in the trust account are insufficient to allow us to operate ~~for~~until atMay ~~least~~2, ~~the~~2024 ~~18 months following the closing of the initial public offering~~ (or 21such ~~months~~later ~~from~~date ~~the~~as ~~closing~~may ofbe ~~our~~approved ~~initial~~by ~~public offering if we have executed a letter of intent, agreement in principle or definitive agreement for~~ our ~~initial business combination within 18 months from the closing of our initial public offering but have not completed our initial business combination within such 18-month period~~shareholders), it could limit the amount of cash 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.

●

Past performance by our management team and their affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company.

●

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

● ~~The~~ Nasdaq ~~Stock Market (“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.

● Unlike some other similarly structured special purpose acquisition companies, the holders of our Class B ordinary shares will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.

●

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

In addition to the risks and uncertainties set forth in this report, we face certain material risks and uncertainties related to the Proposed Business Combination. If we succeed in effecting the Proposed Business Combination, we will face additional and different risks and uncertainties related to the business of the combined company. For more information regarding the risk factors related to the Proposed Business Combination, see the Form F-4 filed by Holdco with the SEC in connection with the Proposed Business Combination and the related definitive proxy statement/prospectus filed by Holdco and our company with the SEC on March 19, 2024.

Table of Contents

PART I

Item 1. Business.

In this Annual Report, references to the “Company” and to “we,” “us,” and “our” refer to Project Energy Reimagined Acquisition Corp.

Overview

We are a blank check company incorporated inon ~~the~~February 10, 2021 as a Cayman Islands exempted company and formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses ~~or entities~~, which we refer to throughout this ~~Annual Report~~ report as our initial business combination. WeWhile ~~are~~we ~~not~~may ~~limited~~pursue toan ainitial ~~particular~~business combination in any industry, sector or geographic region, we ~~for~~have ~~purposes~~focused ~~of consummating a business combination. We intend to focus~~ on targets that enable what we call the “Electric Grid 2.0”. We believe ~~that~~ the “Electric Grid 2.0” addresses several mega trends that are creating a long tail of value-creating opportunities within the energy storage value-chain, ~~include~~including: (i) climate change and mandated reduction of GHG emissions, with a resulting increase in the share of renewable power generation (and associated grid-stability challenges); (ii) electrification of transportation, AI- enabled grid optimization, V2G and V2X technology and smart battery management systems; and (iii) second life use of batteries and end- of- life battery recycling. Our mission is to partner with companies that have a roadmap to execute on the world’s energy transition to clean energy, and more specifically, those that enable technological advances to facilitate the increasing demand for energy storage. We seek to partner with a company that shares our overarching goal of solving goal seven of the United Nations Sustainable Development Goals to “ensure access to affordable, reliable, sustainable and modern energy for all” while utilizing our combined experience to drive sustainable growth and long-term economic value.

On November 2, 2021, we consummated our initial public offering of 25,000,000 units, at $10.00 per unit, generating gross proceeds of $250,000,000. Each unit consists of one Class A A ordinary share and one-half of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Simultaneously with the closing of our initial public offering, we consummated the private ~~sale~~placement of 8,150,000 private placement warrants to our sponsor, Smilodon Capital, LLC ~~(our “sponsor”)~~, at a price of $1.00 per private placement warrant, generating proceeds of $8,150,000. We granted the underwriters of our initial public offering a 45-day option to purchase up to 3,750,000 additional units to cover over-allotments. On November 12, 2021, the underwriters partially exercised the over-allotment option and, on November 17, 2021, purchased an additional 1,377,660 units, generating gross proceeds of $13,776,600. Simultaneously with the closing of the partial exercise of the over-allotment option, we consummated the private placement of 275,532 private placement warrants to our sponsor at a purchase price of $1.00 per warrant, generating gross proceeds of $275,532.

~~Simultaneously~~A ~~with~~total ~~the~~of ~~closing~~$263,776,600 ($10.00 per unit) of the proceeds from the initial public offering, including the partial exercise of the over-allotment option, weand ~~consummated~~simultaneous ~~the~~private placements of private ~~sale~~placement warrants were placed in a trust account at J.P. Morgan Chase Bank, N.A. (the “trust account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except for the withdrawal of ~~275~~interest to pay taxes,~~532~~ ~~private~~if ~~placement~~any ~~warrants~~(and up to $100,000 of interest to pay dissolution expenses), our ~~sponsor~~memorandum atand articles of association provide that none of the funds held in the trust account will be released until the earliest of: (i) our completion of an initial business combination; (ii) the redemption of any public shares properly tendered in connection with a ~~purchase~~shareholder ~~price~~vote to amend our memorandum and articles of ~~$1.00~~association ~~per~~to ~~warrant~~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 May 2, ~~generating~~2024 ~~gross~~(or such later date as may be approved by our shareholders); and (iii) the redemption of our public shares if we are unable to complete an initial business combination within the required time period. The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of ~~$275~~185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940,~~532~~ as amended (the “Investment Company Act”) which invest only in direct U.S. government treasury obligations.

Prior to the consummation of our initial public offering, on February 18, 2021, our sponsor paid $25,000 to purchase 8,625,000 founder shares, or approximately $0.003 per share. On July 29, 2021, our sponsor ~~effected~~surrendered ~~a surrender of~~ 1,437,500 founder shares to ~~the~~us ~~Company~~ for no consideration, resulting in a decrease in the total number of founder shares outstanding to 7,187,500. ~~The~~Our ~~number~~sponsor transferred to our independent directors and the additional anchor investors an aggregate of 1,321,717 founder shares. ~~outstanding~~On ~~was~~December ~~determined~~12, ~~based~~2021, onin connection with the ~~expectation~~expiration ~~that~~of the ~~total~~remaining ~~size~~portion of the ~~initial~~underwriters’ over-allotment ~~public~~option, ~~offering~~our ~~would~~sponsor beforfeited a593,085 ~~maximum~~founder ofshares 28to us for no consideration,~~750~~ and 6,~~000~~594,415 ~~units~~founder ifshares remain outstanding. On August 1, 2023, pursuant to the ~~underwriters’~~Class ~~over-allotment~~B ~~option~~Conversion ~~were~~(as ~~exercised~~defined below) in ~~full,~~connection ~~and~~with ~~therefore~~the ~~that~~Extension ~~such~~(as defined below), 6,594,414 founder shares ~~would~~were ~~represent~~converted ~~20%~~from ofClass ~~the~~B ~~outstanding~~ordinary shares ~~after~~to ~~our~~Class ~~initial~~A ~~public~~ordinary ~~offering~~shares on a one-for-one basis.

~~Prior~~A tototal ~~the~~of ~~initial~~eleven ~~investment~~anchor investors purchased units in our initial public offering. In connection with such purchases, (i) the ~~Company~~three original anchor investors subscribed for interests in our sponsor representing an aggregate of ~~$25~~1,~~000~~379,850 founder shares and certain of the private placement warrants held by our sponsor, ~~the~~which interests ~~Company~~may ~~had~~be nosubject ~~assets,~~to ~~tangible~~forfeiture or ~~intangible.~~repurchase ~~The~~in ~~purchase~~connection ~~price~~with of the ~~founder~~transfer ~~shares~~or ~~was~~redemption ~~determined~~of public shares acquired by ~~dividing~~the original anchor investors at the ~~amount~~time of ~~cash~~our ~~contributed~~initial topublic ~~the~~offering, ~~Company~~and by(ii) the ~~number~~additional anchor investors purchased an aggregate of 1,171,717 founder shares ~~issued.~~from Onour ~~December 12~~sponsor, ~~2021~~in ~~the~~each ~~remaining~~case ~~over-allotment~~at ~~option~~prices ~~expired~~similar ~~and~~to ~~593,085~~those ~~Class~~paid Bby ~~ordinary~~our sponsor for the founder shares ~~were~~and ~~forfeited~~private placement warrants, as applicable.

AOn ~~total~~April ~~of $263~~17,~~776,600~~ of2023 ~~the~~and ~~proceeds~~April ~~from the net proceeds of the sale of the units in the initial public offering~~27, ~~the sale of the over-allotment units~~2023, ~~the~~by ~~sale~~formal ofnotice ~~the~~in ~~over-allotment~~writing ~~warrants~~to us and ~~the~~at ~~sale~~our ofrequest, ~~the private placement warrants were placed in a trust account at~~ J.P. Morgan ~~Chase~~Securities ~~Bank,~~LLC ~~N.A.~~and ~~maintained~~BofA ~~by Continental Stock Transfer & Trust Company~~Securities, ~~acting as trustee~~Inc. ~~Except for the withdrawal of interest to pay taxes~~, ~~if any~~respectively, ~~our~~constituting ~~memorandum~~all ~~and articles~~ of ~~association provides that none of~~ the ~~funds~~underwriters ~~held in the trust account will be released until the earlier to occur~~ of: ~~(i)~~ our ~~completion of an~~ initial ~~business~~public ~~combination~~offering, ~~and~~gratuitously ~~then~~waived ~~only~~their inrights ~~connection with those Class A ordinary shares that such shareholder properly elected~~ to ~~redeem,~~100% ~~subject~~of to the ~~limitations~~deferred ~~described~~fee ~~herein;~~payable ~~(ii) the redemption of any public shares properly tendered in connection with a shareholder vote~~ to ~~amend~~such ~~our~~underwriters ~~memorandum~~upon ~~and~~completion ~~articles~~ of ~~association to modify the substance or timing of~~ our ~~obligation to allow redemption in connection with our~~ initial business combination orpursuant to ~~redeem~~the ~~100%~~underwriting ofagreement ~~our~~entered ~~public~~into ~~shares~~at ~~if we do not complete our initial business combination within 18 months from~~ the ~~closing~~time of our initial public offering (~~or 21 months from~~ the ~~closing~~“Underwriting Agreement”), oftotaling ~~our~~$9,232,181 ~~initial public offering if we have executed a letter of intent~~(collectively, ~~agreement in principle or definitive agreement for our initial business combination within 18 months from~~ the ~~closing~~“Deferred ofFee ~~our initial public offering but have not completed our initial business combination within such 18-month period~~Waivers”)~~, or during any extended period of time that we may have to~~ .

~~Table~~On August 1, 2023, we held an extraordinary general meeting in lieu of ~~Contents~~the 2023 annual general meeting of our shareholders (the “Extension Meeting”) at which meeting our shareholders approved, among other matters, (i) an amendment to our memorandum and articles of association (as then in effect) to extend the date by which we must consummate an initial business combination from August 2, 2023 to May 2, 2024, or such earlier date as determined by our board of directors, for a total extension of up to nine months (collectively, the “Extension”), and (ii) an amendment to the trust agreement entered into at the time of our initial business combination (as amended, the “Trust Agreement”) to provide for the Extension. In connection with the implementation of the Extension, (i) on August 1, 2023, our initial shareholders voluntarily elected to convert 6,594,414 founder shares from Class B ordinary shares to Class A ordinary shares on a one-for-one basis in accordance with our memorandum and articles of association (collectively, the “Class B Conversion”), and (ii) we redeemed 15,498,302 Class A ordinary shares tendered for redemption by our public shareholders, at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $161.3 million (the “Extension Redemption”). After the satisfaction of the Extension Redemption, the balance in the trust account was approximately $113.2 million. Upon completion of the Class B Conversion followed by the Extension Redemption, 17,473,772 Class A ordinary shares and one Class B ordinary share remain issued and outstanding. Notwithstanding the Class B Conversion, the holders of founder shares will not be entitled to receive any funds held in the trust account with respect to any such converted shares.

~~consummate~~On anJuly ~~initial~~25, ~~business~~2023, ~~combination~~we asentered ainto ~~result~~one ofor anmore ~~amendment~~agreements to(the ~~our~~“Non-Redemption Agreements”) ~~memorandum~~with ~~and~~one ~~articles~~or more unaffiliated third parties in exchange for them each agreeing not to redeem an aggregate of ~~association~~760,000 public orshares in connection with ~~respect~~certain proposals considered and voted upon at the Extension Meeting, in exchange for our agreeing to ~~any~~issue ~~other~~or ~~material~~cause ~~provisions~~to ~~relating~~be issued to ~~shareholders’~~each ~~rights~~such investor 138,000 Class A ordinary shares (or ~~pre-initial~~equivalent ~~business~~securities ~~combination~~of ~~activity;~~the ~~and~~post-combination company) (~~iii~~“Post-Combination Shares”) at the ~~redemption~~time of our ~~public~~initial ~~shares~~business ifcombination. weWe ~~are~~subsequently ~~unable~~entered tointo ~~complete~~additional Non-Redemption anAgreements ~~initial~~with ~~business~~unaffiliated ~~combination~~third ~~within~~parties ~~18 months~~on ~~from~~the same or similar terms reflecting the ~~closing~~above ratio of ~~our~~non-redeemed ~~initial~~ public shares ~~offering~~to ~~(or~~Post-Combination ~~21 months~~Shares, asin ~~applicable),~~each ~~subject~~case with respect to ~~applicable~~the ~~law~~Extension ~~and~~Meeting. asPursuant ~~further~~to ~~described~~all ~~herein.~~such ~~The~~Non-Redemption ~~proceeds~~Agreements, we ~~held~~have inagreed ~~the~~to ~~trust~~issue ~~account~~or ~~will~~cause to be ~~invested~~issued ~~only~~to insuch ~~U.S.~~investors ~~government~~an ~~treasury~~aggregate ~~obligations~~of ~~with~~1,645,596 aPost-Combination ~~maturity~~Shares. ofIn ~~185 days~~addition, orwe ~~less~~have agreed orthat inwe ~~money~~will ~~market~~not utilize any funds ~~meeting~~from ~~certain~~the ~~conditions~~trust ~~under~~account ~~Rule 2a-7~~to ~~under~~pay any potential excise taxes that may become due pursuant to the Inflation ~~Investment~~Reduction ~~Company~~Act of 2022 (“IR Act”) ~~which~~upon ~~invest~~a ~~only~~redemption of public shares, including in ~~direct~~connection ~~U.S.~~with ~~government~~the Extension, ~~treasury~~an ~~obligations~~initial business combination or our liquidation.

~~Opportunity~~Subsequent ~~and~~to ~~Target~~the ~~Industries~~period covered by this report, on April 8, 2024, we filed a preliminary proxy statement in connection with a possible further extension of the period of time in which we must consummate an initial business combination. We are preparing for such extension out of an abundance of caution if unforeseen events arise that would delay the consummation of the Proposed Business Combination beyond May 2, 2024. If we consummate the Proposed Business Combination on or prior to May 2, 2024, we would expect to abandon our efforts to seek such extension.

~~Our~~Proposed ~~selection~~Business process will leverage the network of relationships and seek companies throughout multiple established markets across North America, Western Europe and Asia where businesses continue to support the trend of clean energy transition. We plan to employ a long-term, opportunistic investment strategy targeting high-quality businesses operating within the power distribution, battery management and EV sectors with an enterprise value of $1.5 to $3.5 billion.Combination

WeOn ~~believe~~October ~~that~~2, 2023, we entered into the ~~energy~~Business Combination ~~industry~~Agreement ~~and~~with ~~its~~Holdco, ~~ecosystem~~Merger ~~are~~Sub, ~~about~~the toSeller ~~undergo~~and ~~what~~Heramba, iswhich ~~best~~provides ~~described~~for asthe aProposed ~~once~~Business inCombination. aOn ~~generation~~December 6, ~~shift~~2023, ~~across~~Holdco initially filed with the ~~entire~~SEC ~~value~~the ~~chain.~~Form ~~This~~F-4 ~~tectonic~~in ~~shift~~connection ~~is,~~with atthe ~~its~~Proposed ~~core~~Business Combination, ~~driven~~which bywas ~~government~~subsequently amended ~~initiatives~~on toJanuary ~~reduce~~16, ~~emissions~~2024, February 27, 2024 and ~~consumers’~~March ~~desire~~15, to2024. ~~live~~The aForm ~~more~~F-4 ~~sustainable~~contains ~~lifestyle.~~a ~~During~~preliminary ~~the~~proxy ~~past~~statement/prospectus ~~decade,~~that constitutes ~~most~~(i) ~~European~~a ~~countries~~preliminary ~~have~~proxy ~~articulated~~statement ~~strategies~~relating to ~~ban~~the ~~internal~~Proposed ~~combustion~~Business ~~engine~~Combination ~~vehicles~~in toconnection ~~reduce~~with ~~the~~our ~~overall~~solicitation ~~carbon~~of ~~footprint~~proxies for ~~from~~the ~~power~~vote ~~generation.~~by ~~Several~~our ~~U.S.~~shareholders ~~states~~regarding ~~including~~the ~~California,~~Proposed ~~New~~Business ~~Jersey~~Combination and ~~Massachusetts~~related ~~have~~matters, ~~also~~as ~~announced~~described ~~plans~~in tothe ~~ban~~Form ~~internal~~F-4, ~~combustion~~and ~~vehicles~~(ii) a bypreliminary ~~2035.~~prospectus ~~This~~relating ~~momentum~~to, ~~continues~~among asother things, the ~~Biden~~offer ~~administration~~of ~~has~~the ~~made~~securities ~~EVs~~to ~~and~~be ~~clean~~issued ~~energy~~by aHoldco ~~prominent~~in ~~focus~~connection ofwith ~~its~~the ~~agenda~~Proposed Business Combination.

~~Electric~~Subsequent ~~power~~to ~~generation~~the ~~creates~~period ~~over~~covered ~~30%~~by ofthis report, ~~all~~on ~~GHG~~March ~~emissions~~19, ~~and~~2024, isthe aForm ~~large~~F-4 ~~contributor~~was todeclared ~~global~~effective ~~warming~~by ~~because of~~ the ~~use~~SEC, ofand ~~fossil~~Holdco ~~fuels. As governments mandate stricter emission regulations for power generation~~ and ~~transportation,~~our wecompany ~~anticipate~~filed ~~that~~ the ~~demand~~definitive ~~for~~proxy statement/prospectus ~~clean~~related ~~energy will increase rapidly. According~~ to ~~BNEF, as~~ the ~~demand~~Proposed ~~for~~Business ~~fossil~~Combination ~~fuel~~(the ~~decreases~~“definitive ~~and~~proxy ~~renewable~~statement/prospectus”) ~~power~~with ~~generation~~the SEC. ~~and~~On ~~associated~~or ~~grid~~about ~~congestion~~March ~~increases~~19, it2024, ~~will~~we ~~necessitate~~commenced ~~a new energy ecosystem. Based on data from~~ the ~~IEA,~~mailing ~~deployment~~ of ~~intermittent~~the ~~renewable~~definitive ~~energy~~proxy ~~generation~~statement/prospectus ~~is rapidly increasing with wind~~ and ~~solar~~other ~~photovoltaic~~relevant ~~technology~~documents to ~~accounting~~our ~~for~~shareholders ~~64%~~as ~~increase~~of inMarch ~~total~~1, ~~renewable energy generation in 2019. However~~2024, the ~~demand~~record ~~and~~date ~~supply~~established offor ~~renewable~~voting ~~energy~~on isthe ~~often~~Proposed ~~mismatched,~~Business ~~which~~Combination. ~~can~~The ~~result~~terms ~~in over generation or lack~~ of the ~~supply~~Business ~~during~~Combination ~~peak~~Agreement ~~periods of demand. We believe this means energy storage~~ and ~~software~~other torelated ~~manage~~ancillary ~~these~~agreements, ~~events~~including ~~will~~those benoted ~~essential~~below, toare ~~providing~~summarized ~~continuous~~in ~~green~~more detail ~~energy~~in ~~to relive~~ the ~~strain~~Form onF-4 and the ~~entire~~definitive ~~energy~~proxy ~~network~~statement/prospectus.

~~Recent~~Also ~~research~~subsequent ~~from~~to ~~Wood~~the ~~Mackenzie~~period ~~estimates~~covered ~~global~~by ~~energy~~this report, ~~storage~~on ~~capacity~~March ~~will~~28, ~~grow~~2024, atwe aheld ~~compound~~an ~~annual~~extraordinary ~~growth~~general ~~rate,~~meeting ~~or CAGR,~~ of ~~31%,~~shareholders ~~reaching~~(the ~~installed~~“Business ~~capacity~~Combination ofMeeting”) ~~approximately~~to consider ~~750GWh~~and byvote ~~2030~~upon ~~from~~the ~~approximately~~proposals ~~20GWh~~set forth in ~~2018~~the definitive proxy statement/prospectus. ~~This~~At ~~translates~~the ~~into~~Business aCombination ~~global~~Meeting, ~~energy~~our shareholders ~~storage~~approved ~~market~~the ~~opportunity~~Business Combination Proposal, the Merger Proposal and each of ~~approximately~~the ~~$546~~Advisory ~~billion~~Governance byProposals, ~~2035.~~in Aeach ~~study~~case as ~~from~~defined ~~Lux~~and ~~Research~~described ~~predicts~~in ~~that~~more ~~stationary~~detail ~~storage~~in ~~will~~the ~~lead~~definitive ~~this~~proxy ~~growth~~statement/prospectus. ~~with~~The ~~annual~~final ~~revenue~~proposal, set forth as the Adjournment Proposal in the ~~stationary~~definitive ~~storage~~proxy ~~market~~statement/prospectus, ~~expected~~was not presented to ~~increase~~our ~~from~~shareholders ~~approximately~~for $9vote. ~~billion~~We inexpect ~~2019~~the Proposed Business Combination to ~~approximately~~close, ~~$112~~and ~~billion~~the byHoldco ~~2035~~Ordinary Shares and Holdco Warrants (each as defined and described below) to be listed on Nasdaq under the ticker symbols “PITA” and “PITAW,” respectively, as soon as practicable.

This translates into a global energy storage market opportunity of approximately $546 billion by 2035. A study from Lux Research predicts that stationary storage will lead this growth with annual revenue in the stationary storage market expected to increase from approximately $9 billion in 2019 to approximately $112 billion by 2035.

Supporting the build out of stationary storage is the rapid rise in the electrification of cars, buses, freight and fleet as it will drive an increase in the supply of used batteries. Traditional car manufacturers such as General Motors, Bentley, Jaguar, and Nissan, among others, have all set targets to go electric or hybrid by 2035. Because nearly every auto OEM utilizes a different battery pack with a slightly different chemistry, it is imperative that a battery management system and related software can work across a range of battery technologies.

We believe these challenges represent a significant and lasting opportunity for battery storage and battery management companies. According to a study published in Nature Energy, use of AI and non-intrusive data driven models to monitor and accurately predict state of health and state of charge of batteries for safety, reliability and reuse will be an important element of battery management systems.

~~Table~~Business ofCombination ~~Contents~~Agreement

~~Given~~Pursuant ~~this~~to ~~background~~the Business Combination Agreement, weeach ~~believe~~of the following transactions will occur in the following order: (i) immediately prior to the effective time of the Merger (as defined below) (the “Merger Effective Time”), (1) each of our ~~management~~issued ~~team~~and outstanding units will be automatically separated into its component securities (the “Unit Separation”) and ~~directors~~(2) ~~are~~the ~~well-positioned~~sole issued and outstanding Class B ordinary share will be automatically converted into one Class A ordinary share (such conversion, the “Closing Class B Conversion”); (ii) at the Merger Effective Time, we will enter into a plan of merger with Merger Sub, pursuant to ~~identify~~which ~~attractive~~Merger Sub ~~opportunities~~will ~~during~~merge ~~this~~with ~~once~~and into our company (the “Merger”), with our company being the surviving company in the Merger (the “Surviving Company”) and becoming a ~~generation~~direct, ~~shift~~wholly owned subsidiary of Holdco; (iii) at the Merger Effective Time, (a) each Class A ordinary share issued and outstanding immediately prior to the Merger Effective Time (which, for the avoidance of doubt, will ~~enable~~include usthe Class A ordinary shares held as a result of the Unit Separation and the Closing Class B Conversion) will be automatically cancelled in exchange for the right to ~~partner~~be issued one ordinary share in the capital of Holdco with a ~~company~~nominal ~~that~~value ~~can~~of €0.0001 ~~capitalize~~(“Holdco onOrdinary Shares”), (b) each public warrant will remain outstanding but will be automatically adjusted to become one Holdco public warrant (“Holdco Public Warrants”), (c) each private placement warrant will remain outstanding but will be automatically adjusted to become one Holdco private warrant (“Holdco Private Warrants” and together with the ~~dramatic~~Holdco ~~growth~~Public Warrants, the “Holdco Warrants”), (d) each Class A ordinary share properly tendered for redemption and issued and outstanding immediately prior to the Merger Effective Time will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid a pro rata portion of the trust account pursuant to our memorandum and articles of association, (e) each dissenting ordinary share issued and outstanding immediately prior to the Merger Effective Time held by a dissenting shareholder will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid the fair value of such dissenting ordinary share and such other rights as are granted by the Companies Act and (f) each ordinary share of Merger Sub issued and outstanding at the Merger Effective Time will be automatically cancelled in consideration for the ~~energy~~issuance ~~storage~~of ~~ecosystem~~one validly issued, fully paid and non-assessable ordinary share of par value $1.00 Wein ~~view~~the Surviving Company; (iv) immediately following the ~~key~~Merger ~~use~~Effective ~~cases~~Time, pursuant to a transfer agreement to be entered into by and between the Seller and Holdco, the Seller will transfer as a contribution to Holdco, and Holdco will assume from the Seller, the shares in Heramba, all of ~~battery~~which ~~technology~~are held by the Seller, in exchange for the issuance by Holdco of 36,700,000 Holdco Ordinary Shares (the “Share Consideration”) to Seller; and (v) all deferred ordinary shares in the capital of Holdco with a nominal value of €1.00 each (“Holdco Deferred Shares”) shall within one month of the Merger Effective Time be surrendered by the holder thereof to Holdco for nil consideration and such Holdco Deferred Shares shall thereafter be held as ~~follows:~~treasury shares by Holdco in satisfaction of the minimum capital requirements for a public limited company under Irish law.

●The ~~Reduce~~consummation ~~intermittency~~of the Proposed Business Combination is subject to a number of ~~renewable~~conditions ~~generation;~~set forth in the Business Combination Agreement including, among others, the Holdco Ordinary Shares being approved for listing on Nasdaq or another national securities exchange and the execution of various transaction agreements. There can be no assurance as to whether or when the Proposed Business Combination will be consummated.

●Heramba Sole ~~Stabilize~~Shareholder ~~grids~~Written ~~and reduce peak energy prices;~~Consent

●Concurrently ~~Minimize~~with ~~transmission~~the ~~investment~~execution and ~~improve~~delivery ~~grid~~of the ~~resiliency;~~Business Combination Agreement, the Seller, as the sole shareholder of Heramba, delivered to us a written consent pursuant to which, among other things, it approved the execution of the Business Combination Agreement and related ancillary agreements, and approved the transactions contemplated thereby.

●Sponsor ~~Develop~~Support ~~and expand behind-the-meter storage, including residential solar and micro-grids; and~~Agreement

●Concurrently ~~Refurbish~~with the execution and ~~reuse~~delivery of the ~~electric~~Business ~~vehicle~~Combination ~~batteries~~Agreement, we entered into a sponsor support agreement (the “Sponsor Support Agreement”) with Heramba and our sponsor, pursuant to which, among other things, our sponsor (a) agreed to vote any ordinary shares held by it as of the record date established for voting on the Proposed Business Combination in favor of the Business Combination Agreement, the Proposed Business Combination and each of the proposals set forth in the Form F-4, and against any action that would reasonably be expected to impede the completion of the Proposed Business Combination as described therein, (b) agreed not to transfer such shares until the earliest of the closing of the Proposed Business Combination (the “Closing”) or the termination of the Business Combination Agreement, except as set forth therein, (c) agreed not to redeem such shares in connection with the Proposed Business Combination (which waiver of redemption rights was initially provided in connection with our initial public offering in consideration for receipt of founder shares, and for certain covenants and commitments pursuant to a letter agreement entered into at the time of our initial public offering, and without any separate consideration paid in connection with providing such waiver) and (d) waived certain anti-dilution rights with respect to any such shares that are Class B ordinary shares.

We intend to seek companies with battery management systems that work across a broad range of technologies and that also focus on second-life applications across the entire storage ecosystem. As a result of these trends and forecasts, we believe these technologies create a significant market opportunity for us. Our acquisition strategy and investment process will enable us to seek a wide range of opportunities in our target industries. Our management team’s operating expertise coupled with our directors and advisors will enable our eventual target to grow into a domestic and global technology leader.3

Share Contribution Agreement

In connection with the Closing, the Seller and Holdco will enter into a transfer agreement (the “Share Contribution Agreement”) immediately following the Merger Effective Time, pursuant to which the Seller will transfer as a contribution to Holdco, and Holdco will assume from the Seller, all of the shares in Heramba (the “Contributed Shares”), in exchange for the issuance by Holdco of the Share Consideration to the Seller.

Lock-Up Agreement

In connection with the Closing, Holdco and certain holders of Holdco securities upon the Closing, including our sponsor, certain of our directors and executive officers and certain Heramba shareholders holding greater than 5% of the outstanding Holdco Ordinary Shares upon the Closing, will enter into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which, among other things, each of such holders will agree to not effect any sale or distribution of the Lock-Up Securities (as defined therein), subject to certain customary exceptions set forth in the Lock-Up Agreement, until the earliest of: (i) the twelve month anniversary of the date of the Closing (the “Closing Date”), (ii) such time that the trading price of the Holdco Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the Closing Date, and (iii) such date on which Holdco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all Holdco shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property. The Lock-Up Securities include up to 5,422,698 Holdco Ordinary Shares to be issued in exchange for the founder shares held by our sponsor and certain of our officers and directors, and 34,000,000 Holdco Ordinary Shares to be held by certain Heramba shareholders.

Registration Rights Agreement

In connection with the Closing, Holdco and certain holders of Holdco securities upon the Closing, including our sponsor, will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which, among other things, Holdco will agree to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain Holdco Ordinary Shares and other equity securities of Holdco that are held by the parties thereto from time to time. In addition, Holdco will agree to provide such holders with customary demand and piggyback registration rights with respect to the Registrable Securities (as defined therein). Such Registrable Securities are expected to include up to 6,594,415 Holdco Ordinary Shares to be issued in exchange for the founder shares, 8,425,532 Holdco Private Warrants resulting from the automatic adjustment of our private placement warrants at the Merger Effective Time (and the Holdco Ordinary Shares underlying such Holdco Private Warrants), 1,645,596 Holdco Ordinary Shares to be issued as the Post-Combination Shares under the Non-Redemption Agreements, and 36,700,000 Holdco Ordinary Shares to be held by certain Heramba shareholders.

Amended and Restated Warrant Agreement

In connection with the Closing, prior to the Merger Effective Time, we will enter into an amended and restated warrant agreement (the “Amended and Restated Warrant Agreement”) with Holdco and Continental Stock Transfer & Trust Company, as warrant agent, and any successor warrant agent, pursuant to which the terms and conditions of the warrant agreement entered into at the time of our initial public offering (the “Warrant Agreement”) will be amended and restated to, among other things, reflect the automatic adjustment of our public warrants to Holdco Public Warrants and our private placement warrants to Holdco Private Warrants.

Acquisition Criteria

We have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We will use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to ~~enter~~consummate ~~into~~ an initial business combination with a target business that does not meet one or all of these criteria and guidelines. We have broadly focused on target businesses that we believe possess some or all of the following attributes:

● High-growth potential across the emerging “Electric Grid 2.0” landscape with an ESG-focus: We ~~will~~ seek tocompanies ~~acquire a company~~ that isare well-positioned to capture market share in a large addressable market supported by long-term secular trends and favorable macroeconomic dynamics. These industry segments and candidates include, but are not limited to:

●

grid reliability and stability solutions that enable increased use of renewable power generation;

●

electrification of transportation and electric vehicle infrastructure with grid exposure or interest in expanding grid exposure;

● smart and/or AI-~~enable~~enabled grid optimization, V2G and V2X power and battery management technologies;

●

second-life use of batteries including the use of upcycled EV batteries for stationary applications;

●

end-of life and/or battery recycling and recovery of metals and other high-value raw materials;

●

energy storage companies with particular focus on electric grids, and the ability to form a company capable of managing multiple battery technologies; and

● independent power producers with existing renewables exposure fit for expansion, and in particular, the ~~target would possess the~~ platform and appetite to scale ~~its~~ renewable energy ~~portfolio~~portfolios using battery storage and/or experience and interest in the development or expansion of micro-grids.

● Strong track record of technology and product innovation: We ~~will~~ seek tocompanies ~~acquire a company~~ with a strong history of innovation with limited capital intensity requirements, which also ~~offers~~offer unique, differentiated products and value-added services to customers globally, along with a sustainable, leading market position.

3● Operational enhancement opportunities: We seek companies that can benefit from our management team’s ability to drive efficiencies and implement processes to generate continuous improvement, which is expected to have strong potential to create post-closing value creation.

~~Table~~● Ability to scale and accelerate growth via acquisition opportunities: We seek companies that have enhanced potential to achieve significant scale through execution of ~~Contents~~strategic mergers and acquisitions. We believe that our broad network and extensive transaction experience will facilitate identifying, executing and successfully integrating acquisitions that will create shareholder value and enhance our long-term growth profile.

● ~~Operational~~Best-in-class ~~enhancement~~management ~~opportunities~~team: We ~~believe~~seek ~~our~~companies with a professional management team’s ~~ability~~whose tointerests ~~drive~~are ~~efficiencies~~aligned ~~and~~with ~~implement~~those ~~processes~~of toour ~~generation~~investors ~~continuous~~and ~~improvement~~complement ~~have~~the ~~strong~~expertise ~~potential~~of toour ~~create~~own ~~post-closing~~management ~~value creation~~team.

●These ~~Best-in-class~~criteria ~~management~~and ~~team:~~guidelines Weare ~~intend~~not intended to ~~partner~~be ~~with~~exhaustive. Any evaluation relating to the merits of a ~~professional~~particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines that our management ~~team~~may ~~whose~~deem relevant. ~~interests~~In ~~are~~the ~~aligned~~event ~~with~~we ~~those~~decide ofto complete our ~~investors~~initial business combination with a target business that does not meet the above criteria and ~~complement~~guidelines, we will disclose that the ~~expertise~~target ofbusiness does not meet the above criteria and guidelines in our ~~own~~shareholder ~~management~~communications related to our initial business combination which would be in the form of tender offer documents or proxy solicitation materials we would file with the SEC.

These criteria and guidelines are not intended to be exhaustive; however, we expect our search to incorporate a combination of some or all of the above attributes. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general criteria and guidelines as well as other considerations, factors, criteria and guidelines our management may deem relevant. In the event we decide to enter into our initial business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications related to our initial business combination which would be in the form of tender offer documents or proxy solicitation materials we would file with the SEC.

Initial Business Combination

Nasdaq rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held in the trust account (excluding ~~the~~any deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination. We refer to this as the 80% of fair market value test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). Even though our board of directors will rely on generally accepted standards, our board of directors will have discretion to select the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly, investors will be relying on the business judgment of ~~the~~our board of directors in evaluating the fair market value of the target or targets. The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public shareholders with our analysis of our satisfaction of the 80% of fair market value test, as well as the basis for our determinations. If our board of directors is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm 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 a target’s assets or prospects. Additionally, pursuant to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

Our Business Combination Process

In evaluating prospective business combinations, we expect to conduct a thorough due diligence review process that will encompass, among other things, a review of historical and projected financial and operating data, meetings with management and their advisors (if applicable), on-site inspection of facilities and assets (if possible), discussion with customers and suppliers, legal reviews and other reviews as we deem appropriate. We will also seek to utilize the expertise of our management team in analyzing companies and evaluating operating projections, financial projections and determining the appropriate return expectations given the risk profile of the target business.

We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of the Financial Industry Regulatory Authority, or FINRA, or from an independent accounting firm, that our initial business combination is fair to our company from a financial point of view.

Certain of our officers and directors presently have 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 other entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe, however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete our initial business combination. Our memorandum and articles of association provides that we renounce any interest in any corporate opportunity offered to any director or officer unless such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and the director or officer is permitted to refer that opportunity to us without violating any legal obligation.

4Our founders, sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our founders, sponsor, officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, may have conflicts of interest in allocating management time among our various business activities.

Table of Contents

officers or directors will not materially affect our ability to complete our initial business combination. Our memorandum and articles of association provides that we renounce any interest in any corporate opportunity offered to any director or officer unless such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue and the director or officer is permitted to refer that opportunity to us without violating any legal obligation.

Our founders, sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect our ability to complete our initial business combination. In addition, our founders, sponsor, officers and directors are not required to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including identifying potential business combinations and monitoring the related due diligence.

Redemption Rights for Holders of Public Shares Upon Consummation of Our Initial Business Combination

We will provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (if any), divided by the number of then outstanding public shares~~, subject to the limitations and on the conditions described herein~~. The ~~amount in the trust account is initially anticipated to be $10.00~~ per ~~public~~ share~~. The per share~~ amount we will distribute to investors who properly redeem their shares will not be reduced by ~~the~~any deferred underwriting commissions we ~~will~~may pay to the underwriters of our initial public offering. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Our initial shareholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to ~~any~~their founder shares and, ~~they~~with ~~hold~~respect to our sponsor, officers and directors, any public shares they may ~~acquire~~hold ~~during or after the initial public offering~~ in connection with the completion of our initial business combination.

Conduct of Redemptions Pursuant to Tender Offer Rules

We may not be required by law to hold a shareholder vote. If we are not required by law and do not otherwise decide to hold a shareholder vote, we will, pursuant to our ~~amended and restated~~ memorandum and articles of association, conduct ~~the~~ redemptions pursuant to the tender offer rules of the SEC and file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under the SEC’s proxy rules.

Submission of Our Initial Business Combination to a Shareholder Vote

If we hold a shareholder vote, we will, like many blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If we seek shareholder approval, we will complete our initial business combination only if we receive approval pursuant to 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~~our ~~Company~~company. Our sponsor, officers and directors have agreed to vote their founder shares, and any ~~they~~public ~~and the other members of our management team have agreed to vote their founder~~ shares ~~and~~they ~~any~~may ~~shares~~hold ~~purchased during or after the offering~~ in favor of our initial business combination. Each public shareholder may elect to redeem its public shares irrespective of whether it votes for or against the proposed transaction. In addition, our initial shareholders, sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and, with respect to our sponsor, officers and directors, their public shares in connection with the completion of our 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 Sponsor, directors, officers, advisors or their affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number of shares our sponsor, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. However, we understand that they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds held in the trust account will be used to purchase shares or public warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer 6

5Potential Actions to Secure Requisite Shareholder Approvals

~~Table~~Subject to applicable securities laws, our sponsor, directors, officers, advisors or their affiliates may purchase public shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of ~~Contents~~our initial business combination, although they are under no obligation to do so. There is no limit on the number of public shares or public warrants such persons may purchase in such transactions, subject to compliance with applicable law, including Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Nasdaq rules. None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions. Such persons will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such public shares or during a restricted period under Regulation M under the Exchange Act. Such purchases may include a contractual acknowledgment that a shareholder, although still the record holder of public shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or their affiliates purchase public shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem such shares.

~~the~~Any such ~~beneficial~~privately ~~owner~~negotiated ~~thereof~~purchases ~~and~~would ~~therefore~~be ~~agrees~~structured ~~not~~in tocompliance ~~exercise~~with ~~its~~the ~~redemption~~requirements ~~rights.~~of InRule 14e-5 under the ~~event~~Exchange ~~that our Sponsor~~Act, ~~directors~~ including, ~~officers, advisors or their affiliates purchase shares~~ in ~~privately~~relevant ~~negotiated~~part, ~~transactions~~through ~~from~~adherence ~~public shareholders who have already elected~~ to ~~exercise~~the ~~their~~following: ~~redemption~~(a) ~~rights,~~ such ~~selling~~purchases ~~shareholders~~ would only be ~~required~~effected toat ~~revoke~~purchase ~~their~~prices ~~prior~~that ~~elections~~are equal to ~~redeem~~or ~~their~~below ~~shares.~~the Weredemption doprice ~~not~~of ~~currently anticipate that such purchases, if any, would constitute a tender offer subject to~~ the ~~tender~~public ~~offer~~shares ~~rules under~~in ~~the~~connection ~~Exchange~~with ~~Act~~our orinitial abusiness ~~going-private~~combination, (b) ~~transaction~~no ~~subject~~such toshares ~~the~~would ~~going-private~~be ~~rules under~~voted ~~the~~in ~~Exchange~~favor ~~Act;~~of ~~however,~~our ifinitial ~~the~~business ~~purchasers~~combination ~~determine~~and at(c) ~~the~~no ~~time~~exercise of ~~any~~redemption ~~such~~rights ~~purchases~~would ~~that~~be ~~the~~made by ~~purchases are subject to such rules,~~ the purchasers ~~will~~with ~~comply~~respect ~~with~~to such ~~rules~~shares.

~~The~~We would ~~purpose~~disclose ofin ~~any~~a ~~such~~Current ~~purchases~~Report ofon ~~shares~~Form 8-K prior ~~could~~to bethe shareholder meeting to vote ~~such~~on ~~shares~~our ~~in favor of the~~ initial business combination ~~and thereby increase~~ (i) the ~~likelihood~~number of ~~obtaining~~public ~~shareholder~~shares ~~approval~~purchased outside of the ~~initial~~redemption offer, ~~business~~along ~~combination or to satisfy a closing condition in an agreement~~ with athe ~~target~~purchase ~~that~~price(s) for ~~requires~~such uspublic toshares, ~~have~~(ii) the apurpose ~~minimum~~of ~~net~~any ~~worth~~such orpurchases, a(iii) the ~~certain~~impact, if ~~amount~~any, of ~~cash~~the atpurchases on the ~~closing~~likelihood ofthat ~~our~~the ~~initial~~ business combination, ~~where it appears that such requirement~~ would ~~otherwise not~~ be ~~met.~~approved, ~~The~~(iv) the ~~purpose~~identities of ~~any~~the ~~such~~securityholders who ~~purchases~~sold ~~of public warrants could be~~ to ~~reduce~~our ~~the~~sponsor, ~~number~~directors, ofofficers, ~~public~~advisors ~~warrants outstanding~~ or totheir ~~vote~~affiliates ~~such~~(if ~~warrants~~not purchased on ~~any~~the ~~matters~~open ~~submitted~~market) toor the ~~warrantholders~~nature ~~for~~of ~~approval~~the securityholders in(e.g., ~~connection~~five ~~with~~percent ~~our~~security ~~initial~~holders) ~~business~~who ~~combination.~~sold ~~Any~~ such ~~purchases~~public ofshares ~~our~~and ~~securities may result in~~ (v) the ~~completion~~number of ~~our~~public ~~initial~~shares ~~business~~for ~~combination~~which ~~that~~we had ~~may~~received ~~not~~redemption ~~otherwise~~requests ~~have~~pursuant ~~been~~to ~~possible.~~the Inredemption ~~addition~~offer. Further, ifany such purchases ~~are~~would ~~made,~~be ~~the~~reported ~~public~~pursuant ~~“float”~~to ofSection ~~our Class A ordinary shares or warrants may be reduced~~ 13 and ~~the~~Section ~~number~~16 of ~~beneficial~~the ~~holders~~Exchange ofAct ~~our securities may be reduced, which may make it difficult~~ to ~~maintain~~the orextent ~~obtain~~ the ~~quotation,~~purchasers ~~listing~~are orsubject ~~trading~~to ofsuch ~~our~~reporting ~~securities on a national securities exchange~~requirements.

The purpose of any such purchases of shares would be to increase the likelihood of obtaining shareholder approval of our initial business combination or otherwise limiting the number of public shares electing to redeem. The purpose of any such purchases of warrants could be to reduce the number of public warrants outstanding. If such transactions are effected, the consequence could be to cause our initial business combination to be consummated in circumstances where such consummation could not otherwise occur. Consistent with SEC guidance, shares purchased pursuant to such purchases of shares by the persons described above would not be permitted to be voted for our initial business combination. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

Our sponsor, directors, officers, advisors or their affiliates anticipate that they may identify the shareholders with whom such persons may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of redemption requests submitted in connection with our initial business combination. To the extent that our sponsor, directors, officers, advisors or their affiliates enter into such a private purchase, such persons would identify and contact only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account or to vote against our initial business combination. Our sponsor, directors, officers, advisors or their affiliates would only make such purchases that comply with Regulation M under the Exchange Act and other applicable federal securities laws.

Any such purchases by our sponsor, directors, officers, advisors or their affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) of and Rule 10b-5 under the Exchange Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, directors, officers, advisors or their affiliates would not make such purchases that would violate Section 9(a)(2) of or Rule 10b-5 under the Exchange Act.

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

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~~memorandum and ~~restated~~articles ~~certificate~~ of ~~incorporation~~association ~~provides~~provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined in Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to excess shares without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force ~~the~~our ~~Company~~company or management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in ~~the~~our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in ~~the~~our initial public offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with 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 shareholders’ ability to vote all of their shares (including excess shares) for or against ~~the~~our ~~Company’s~~ initial business combination.

Redemption of Public Shares and Liquidation If No Initial Business Combination

Our memorandum and articles of association provide that we ~~will~~ have ~~only~~until May ~~18 months following the closing of the initial public offering (or 21 months from the closing of our initial public offering if we have executed a letter of intent~~2, ~~agreement~~2024 into ~~principle~~complete ~~or definitive agreement for~~ our initial business combination. ~~within~~If ~~18 months~~we ~~from~~are ~~the~~unable ~~closing~~to ofcomplete our initial ~~public offering but have not completed our initial~~ business combination within such ~~18-month~~ time period). If(or weby ~~are~~such ~~unable~~later todate ~~complete~~as ~~our~~may ~~initial~~be ~~business~~approved ~~combination~~by ~~within~~our ~~such 18 or 21-month period~~shareholders), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the ~~Trust~~trust ~~Account~~account, including interest (which interest shall be net of taxes payable, if any, and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination within the 18required ~~or 21-month~~ time period.

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Competition

In identifying, evaluating and selecting 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 greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public 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 an initial business combination.

Employees

We currently have ~~six~~five executive officers: Mr. Srinath Narayanan (President and Chief Executive Officer), Mr. ~~Sanjay~~ ~~Mehta (President), Mr.~~ David Roberts (Chief Operating Officer), Mr. Prakash Ramachandran (Chief Financial Officer), Mr. ~~Tim~~ Tim Dummer (Head of Business Strategy) and Dr. Kathy Liu (Head of Technology Strategy). These individuals are not obligated to devote any specific number of hours to our matters, but they have devoted and will continue to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination.

Corporate Information

We are an “emerging growth company,” as defined in Section 2(a) of ~~the Securities Act~~ of ~~1933, as amended, or~~ the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012, or (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

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

We will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering, (b) in which we have total annual gross revenue of at least $1.07235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter; and (2) the date on which we have issued more than $1.000 billion in non-convertible debt during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equaled or exceeded $250 million as of the end of that fiscal year’s second fiscal quarter, orand (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equaled or exceeded $700 million as of the end of that fiscal year’s second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

7Our executive offices are located at 1280 El Camino Real, Suite 200, Menlo Park, California 94025 and our phone number is (415) 205-7937. Our corporate website address is www.pegyr.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this report. You should not rely on any such information in making your decision whether to invest in our securities.

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Our executive offices are located at 3 Lagoon Drive, Suite 170, Redwood City, CA 94065 and our phone number is 260-515-9113. Our corporate website address is www.pegyr.com. Our website and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this Annual Report. You should not rely on any such information in making your decision whether to invest in our securities.

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this ~~Annual Report~~report, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

In addition to the risks and uncertainties set forth in this report, we face certain material risks and uncertainties related to the Proposed Business Combination. If we succeed in effecting the Proposed Business Combination, we will face additional and different risks and uncertainties related to the business of the combined company. For more information regarding the risk factors related to the Proposed Business Combination, see the Form F-4 filed by Holdco in connection with the Proposed Business Combination and the related definitive proxy statement/prospectus filed by Holdco and our company with the SEC on March 19, 2024.

Risks Relating to our Search for, and Consummation of or Inability to Consummate, a Business Combination

Our ~~public~~independent ~~shareholders~~registered ~~may~~public ~~not~~accounting firm’s bereport ~~afforded~~contains an ~~opportunity~~explanatory toparagraph ~~vote~~that onexpresses ~~our~~substantial ~~proposed~~doubt ~~initial~~about ~~business combination, and even if we hold a vote, holders of~~ our ~~founder~~ability ~~shares~~to ~~will~~continue ~~participate~~as ~~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~~“going concern.”

WeAs ~~may~~of ~~choose~~December ~~not~~31, to2023, ~~hold~~we ahad ~~shareholder~~$127,624 ~~vote~~in tocash held ~~approve~~outside ~~our~~of ~~initial business combination if~~ the ~~business~~trust ~~combination~~account ~~would~~and ~~not~~a ~~require~~working ~~shareholder~~capital ~~approval~~deficit ~~under~~of ~~applicable law or stock exchange listing requirement~~$4,808,448. ~~Except~~Further, aswe ~~required~~have byincurred ~~applicable~~and ~~law~~expect orto ~~stock~~continue ~~exchange requirement, the decision as~~ to ~~whether~~incur significant wecosts ~~will~~undertaking ~~seek~~in-depth ~~shareholder~~due ~~approval~~diligence ofand anegotiating ~~proposed~~our initial business combination oragreement. ~~will~~Our ~~allow~~plans ~~shareholders~~ to ~~sell~~raise ~~their~~capital and ~~shares~~ to usconsummate inour ainitial ~~tender~~business ~~offer~~combination ~~will~~may not be ~~made~~successful. byThese ~~us,~~conditions ~~solely~~raise insubstantial ~~our~~doubt ~~discretion,~~about ~~and~~our ~~will~~ability beto continue ~~based~~as on a ~~variety~~going ofconcern. ~~factors,~~Management’s ~~such~~plans asto ~~the~~address ~~timing~~this ofneed ~~the~~for ~~transaction~~capital ~~and~~are ~~whether~~discussed ~~the~~under ~~terms~~“Item ~~of the transaction would otherwise require us to seek shareholder approval~~7. ~~Even~~Management’s Discussion ifand weAnalysis ~~seek~~of ~~shareholder~~Financial ~~approval,~~Condition ~~the~~and ~~holders~~Results of ~~our~~Operations” ~~founder~~of ~~shares~~this ~~will participate in the vote on such approval~~report. ~~Accordingly,~~The wefinancial ~~may~~statements ~~complete~~contained ~~our~~in this ~~initial~~report ~~business~~do ~~combination~~not ~~even~~include ifany aadjustments ~~majority~~that ofmight ~~our~~result ~~public~~from ~~shareholders~~the dooutcome ~~not approve~~ of ~~the~~this ~~business combination we complete~~uncertainty.

We have identified a material weakness in our internal control over financial reporting as of December 31, 2023. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

In connection with the preparation of our financial statements as of December 31, 2023, management identified a material weakness in our internal control over financial reporting that existed due to a lack of formal review controls, as required by COSO principles, over the accounting for complex financial instruments, to achieve complete, accurate and timely financial accounting, reporting and disclosures, resulting in adjustments to several accounts and disclosures.

A material weakness is a deficiency, or combination of deficiencies, in a company’s internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented or detected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the identified material weakness. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We, and following our initial business combination, the post-business combination company, may face litigation and other risks as a result of the material weakness in our internal control over financial reporting.

In connection with the preparation of our financial statements as of December 31, 2023, management identified a material weakness in our internal control over financial reporting. As a result of such material weakness, the resulting adjustments to several accounts and disclosures, and other matters that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weakness in our internal control over financial reporting and the preparation of our financial statements. As of the date of this report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a business combination.

Our 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 the 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.

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 as required by applicable law or stock exchange requirement, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we seek shareholder approval, the holders of the 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.

We may engage the underwriters of our initial public offering or one of their respective affiliates to provide additional services to us, which may include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. The underwriters are entitled to receive deferred commissions that will be released from the trust only on a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation of an initial business combination.

We may engage the underwriters’ of our initial public offering or one of their respective affiliates to provide additional services to us, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay the underwriters or their respective affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation. 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.

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

At the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of our initial business combination. Since our board of directors may complete a business combination without seeking shareholder approval, public shareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder vote. Accordingly, 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.

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~~Our~~In ~~sponsor~~connection with the Extension, ~~officers~~we redeemed 15,498,302 public shares tendered for redemption by our public shareholders, and 10,879,358 public shares remain outstanding. Our initial shareholders, directors and ~~own~~officers 16collectively hold 6,594,415 founder shares, representing approximately 37.57% of our issued and outstanding ordinary shares, of which 1,171,717 founder shares, or approximately 6.7% ~~Our~~of ~~initial~~our ~~shareholders~~issued and ~~management~~outstanding ~~team~~ordinary ~~also~~shares, ~~may~~are ~~from~~held ~~time~~directly toby ~~time~~the ~~purchase~~additional anchor ~~Class A~~investors. Such additional anchor investors will have the discretion to vote any ordinary shares ~~prior~~over which they have voting control (including any public shares owned by them) in any manner they choose with respect to our initial business combination., ~~Our~~although ~~memorandum~~their ownership ~~and~~of ~~articles~~founder ofshares ~~association~~may ~~provides~~make it more likely that, ifthey wewill ~~seek~~vote ~~shareholder~~in ~~approval~~favor of anour initial business combination,. ~~such~~Our memorandum and articles of association provide that approval of an initial business combination ~~will~~generally berequires ~~approved~~an ifordinary weresolution ~~receive~~under Cayman Islands law, being the affirmative vote of at least a majority of ~~the~~our ordinary shares ~~voted~~entitled atto ~~such~~vote ~~meeting,~~thereon ~~including~~and ~~the founder shares~~voted. As a result, in addition to ~~our~~the ~~sponsor’s,~~founder ~~officer’s~~shares ~~and~~(assuming ~~director’s~~the ~~founder~~additional ~~shares~~anchor investors vote in favor of our initial business combination), we would need 112,~~063~~142,~~340~~472 public shares, or 41approximately 19.947% of the public shares currently issued and outstanding (assuming all issued and outstanding shares are voted), or ~~2,820,322,~~no orpublic ~~10.69%~~shares (assuming only the minimum number of shares representing a quorum are voted), ~~of the 26,377,660 public shares sold in our initial public offering~~ to be voted in favor of an initial business combination in order to have such ~~initial~~ business combination approved. Accordingly, ifthe weagreement ~~seek~~by ~~shareholder~~our ~~approval~~sponsor, officers and directors to vote in favor of our initial business combination, and the ~~agreement~~likelihood bythat ~~our~~the ~~sponsor,~~additional ~~officers~~anchor ~~and~~investors ~~directors~~will to vote in favor of our initial business combination, ~~will~~may increase the likelihood that we will receive the requisite shareholder approval for our ~~such~~initial business combination and may result in the approval of an initial business combination even if no public shares are voted in favor of such business combination.

We may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. ~~Furthermore,~~This inrisk nois ~~event~~magnified ~~will~~because we ~~redeem~~paid ~~our~~approximately ~~public shares in an amount that would cause our net tangible assets to be less than~~ $~~5,000,001~~161.3 ~~Consequently,~~million out ifof ~~accepting~~the ~~all~~trust ~~properly~~account ~~submitted redemption requests would cause our net tangible assets~~ to beshareholders ~~less~~that ~~than~~tendered ~~$5,000,001~~their orpublic ~~make~~shares usfor ~~unable~~redemption toin ~~satisfy~~connection ~~a minimum cash condition as described above, we would not proceed~~ with ~~such redemption and~~ the ~~related business combination and may instead search for an alternate business combination~~Extension. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

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

At the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights in connection with our initial business combination, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. This risk is magnified because we paid approximately $161.3 million out of the trust account to shareholders that tendered their public shares for redemption in connection with the Extension. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements or arrange for third party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. In addition, the amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. This risk may be increasingly prevalent given recent high levels of redemptions among other special purpose acquisition companies (“SPACs”) seeking shareholder approval of certain charter amendments or completing their initial business combinations. This risk is magnified because we paid approximately $161.3 million out of the trust account to shareholders that tendered their public shares for redemption in connection with the Extension. 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 shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.

9The requirement that we complete our initial business combination by May 2, 2024 (or such later date as may be approved by our shareholders), may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

~~Table~~Any ofpotential ~~Contents~~target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination by May 2, 2024 (or such later date as may be approved by our shareholders). Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.12

~~The~~Our ~~requirement~~search ~~that~~for wea ~~complete our initial~~ business combination, ~~within~~and any ~~18 months~~target ~~after~~business ~~the~~with ~~closing~~which ~~of our initial public offering (or 21 months from the closing of our initial public offering if~~ we ~~have~~ultimately ~~executed~~consummate a ~~letter~~business ~~of intent~~combination, ~~agreement~~may inbe ~~principle~~materially oradversely ~~definitive~~affected ~~agreement~~by ~~for our initial business combination within 18 months from~~ the ~~closing~~coronavirus (COVID-19) ofpandemic ~~our~~and ~~initial~~other ~~public offering but have not completed our initial business combination within such 18~~pandemic-~~month~~related ~~period)~~events, ~~may give potential target businesses leverage over us in negotiating a business combination~~ and ~~may limit~~ the ~~time~~status weof ~~have~~debt inand ~~which~~equity to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholdersmarkets.

~~Any~~Since ~~potential~~it ~~target~~was ~~business~~first ~~with~~reported in December 2019, a novel strain of coronavirus, which wecauses ~~enter~~COVID-19, ~~into~~has ~~negotiations~~spread ~~concerning~~across athe ~~business~~world, ~~combination~~including ~~will~~the beUnited ~~aware~~States. ~~that~~On weJanuary ~~must~~30, 2020, ~~complete~~the ~~our~~World ~~initial~~Health ~~business~~Organization ~~combination~~declared ~~within~~the ~~18 months~~outbreak ~~from~~of the ~~closing~~coronavirus disease (COVID-19) a “Public Health Emergency of International ~~our~~Concern.” ~~initial~~On January 31, 2020, U.S. Health and Human Services Secretary Alex M. Azar II declared a public ~~offering~~health emergency ~~(or~~for ~~21 months~~the ~~from~~United States to aid the ~~closing~~U.S. ofhealthcare ~~our~~community ~~initial~~in ~~public~~responding ~~offering~~to ifCOVID-19, weand ~~have~~on ~~executed~~March 11, 2020 the World Health Organization characterized the outbreak as a ~~letter~~“pandemic”. ofThe ~~intent~~COVID-19 pandemic has caused, ~~agreement~~and a significant outbreak of other infectious diseases could result in, ~~principle~~a orwidespread ~~definitive~~health ~~agreement~~crisis ~~for~~that ~~our~~could ~~initial~~adversely ~~business~~affect ~~combination~~the ~~within~~economies ~~18 months~~and financial ~~from~~markets worldwide, and the ~~closing~~business of ~~our~~any ~~initial~~potential ~~public~~target ~~offering~~business ~~but~~with ~~have~~which ~~not~~we ~~completed~~consummate ~~our~~a ~~initial~~ business combination ~~within~~could be ~~such~~materially ~~18-month~~and ~~period)~~adversely affected. ~~Consequently~~Furthermore, ~~such~~we ~~target~~may be unable to complete a business ~~may~~combination ~~obtain~~at ~~leverage~~all ~~over~~if usconcerns inrelating to ~~negotiating~~COVID-19 restrict travel, limit the ability to have meetings with potential investors or a target business’s ~~combination~~personnel, ~~knowing~~or vendors ~~that~~and ifservices weproviders doare ~~not~~unavailable ~~complete~~to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our ~~initial~~search for a business combination ~~with~~will ~~that~~depend ~~particular~~on ~~target~~future ~~business~~developments, wewhich ~~may~~are highly uncertain and cannot be predicted, ~~unable~~including new information which may emerge concerning the severity of COVID-19 and the actions to ~~complete~~contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ~~initial~~ability to consummate a business combination, ~~with~~or ~~any~~the ~~target~~operations ~~business.~~of ~~This~~a ~~risk~~target ~~will~~business ~~increase~~with aswhich we ~~get~~ultimately consummate ~~closer~~a tobusiness ~~the~~combination, ~~timeframe~~may ~~described~~be ~~above~~materially adversely affected. In addition, weour ability to consummate a transaction may ~~have~~be dependent ~~limited~~on ~~time~~the ability to ~~conduct~~raise ~~due~~equity ~~diligence~~ and debt financing, which may ~~enter~~be ~~into~~impacted ~~our~~by ~~initial~~COVID-19 ~~business~~and ~~combination~~other onevents, ~~terms~~including ~~that~~as wea result ~~would~~of ~~have~~increased ~~rejected~~market ~~upon~~volatility, adecreased ~~more~~market ~~comprehensive~~liquidity ~~investigation~~in third-party financing being unavailable on terms acceptable to us or at all.

~~In evaluating a prospective target business for our initial business combination~~Finally, ~~our management will rely on~~ the ~~availability~~COVID-19 ofpandemic ~~all~~may ofalso ~~the~~have ~~funds from~~ the effect ~~sale~~ of ~~the~~heightening ~~forward~~many ~~purchase securities to be used as part~~ of the ~~consideration~~other torisks ~~the~~described ~~sellers~~ in ~~the~~this ~~initial~~“Risk ~~business~~Factors” ~~combination.~~section, Ifsuch ~~the~~as ~~sale~~those ofrelated ~~some~~to ~~or all of~~ the ~~forward purchase securities fails to close,~~ market for ~~any reason, we may lack sufficient funds to consummate~~ our ~~initial~~securities ~~business~~and ~~combination~~cross-border transactions.

We ~~have~~may ~~entered~~not ~~into~~be aable ~~forward purchase agreement~~ to ~~which~~complete ~~the forward purchasers have subscribed to purchase from us up to $20.0 million of forward purchase securities substantially concurrently with~~ our initial business combination. ~~The~~by ~~funds~~May ~~from~~2, ~~the~~2024 ~~sale~~(or ofsuch ~~forward~~later ~~purchase~~date ~~securities~~as may be ~~used~~approved asby ~~part~~our ofshareholders), ~~the~~in ~~consideration~~which tocase, ~~the~~unless ~~sellers~~any inextended ~~our~~period of ~~initial~~time ~~business~~that ~~combination,~~we ~~expenses~~may inhave ~~connection~~to ~~with~~consummate ~~our~~an initial business combination oras ~~for~~a ~~working~~result ~~capital~~of inan ~~the~~amendment ~~post~~to ~~transaction~~our ~~company.~~memorandum ~~Each~~and ~~forward~~articles ~~purchaser’s~~of ~~obligation~~association is toapproved, ~~purchase~~we ~~its~~would ~~forward~~cease ~~purchase~~all ~~securities~~operations isexcept ~~subject~~for to the ~~approval~~purpose of ~~such~~winding ~~forward~~up ~~purchaser’s~~and ~~investment committee following notice from us to such forward purchaser that~~ we ~~intend~~would toredeem ~~enter~~our ~~into~~public ashares ~~business~~and ~~combination agreement, as well as to the fulfillment of customary closing conditions~~liquidate.

~~Each~~We ~~forward~~may ~~purchaser’s~~not ~~obligations~~be able to ~~purchase~~find ~~the~~a ~~forward~~suitable ~~purchase~~target ~~securities~~business and iscomplete ~~also~~our ~~subject~~initial tobusiness ~~termination~~combination ~~prior~~by May 2, 2024 (or such later date as may be approved by our shareholders). Our ability to ~~the~~complete ~~closing~~our ofinitial business combination may be negatively impacted by general market conditions, volatility in the ~~sale~~capital ofand debt markets and the ~~forward~~other ~~purchase~~risks ~~securities~~described byherein, ~~mutual~~including ~~written~~the ~~consent~~impact of events such as the ~~Company~~war between Russia and Ukraine, the ~~forward~~Israel/Hamas conflict, ~~purchaser.~~inflation Inand the ~~event~~continued impact of ~~any~~outbreaks ~~such~~of ~~failure~~COVID-19 in both the U.S. and globally. These factors could limit our ability to ~~fund~~complete byour ~~the~~initial ~~forward~~business ~~purchaser~~combination, ~~any~~including ~~obligation~~as isa soresult ~~termination~~of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or ~~any~~at all. Additionally, these and other factors may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such ~~closing~~time ~~condition~~period isor during any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our memorandum and articles of association, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not ~~satisfied~~more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not ~~waived~~previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the ~~forward~~number ~~purchaser~~of then outstanding public shares, wewhich ~~may~~redemption will ~~lack~~completely ~~sufficient~~extinguish ~~funds~~public shareholders’ rights as shareholders (including the right to ~~consummate~~receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our ~~initial~~remaining ~~business~~shareholders and ~~combination~~our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

Our search for a business combination, and any target business with which we ultimately consummate a business combination, may be materially adversely affected by the coronavirus (COVID-19) outbreak and other pandemic-related events, and the status of debt and equity markets.

Since it was first reported 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 and a significant outbreak of other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which we consummate a business combination could be materially and adversely affected. Furthermore, we may be unable to complete a business combination at all if concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or a target business’s personnel, or vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts our search for a business combination will depend on future developments, which are highly uncertain and cannot

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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 matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially 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 COVID-19 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.

Finally, the outbreak of COVID-19 may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities and cross-border transactions.

We may not be able to complete our initial business combination within 18 months after the closing of our initial public offering (or 21 months from the closing of our initial public offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 18 months from the closing of our initial public offering but have not completed our initial business combination within such 18-month period), in which case, unless any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our memorandum and articles of association is approved, we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate.

We may not be able to find a suitable target business and complete our initial business combination within 18 months after the closing of our initial public offering (or 21 months from the closing of our initial public offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 18 months from the closing of our initial public offering but have not completed our initial business combination within such 18-month period). Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including the impact of events such as the war between Russia and Ukraine and the continued impact of outbreaks of COVID-19 in both the U.S. and globally. These factors could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of COVID-19 may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such time period or during any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our memorandum and articles of association, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less 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 the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

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

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 sponsor, directors, executive officers, advisors or their respective affiliates may purchase shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with applicable law and Nasdaq rules. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material non-public information), our initial shareholders, directors, officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such purchases or other transactions and have not formulated any terms or conditions for any such purchases or other transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

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

conditions for any such purchases or other transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. Such purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our sponsor, initial shareholders, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such purchases of shares could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining the requisite shareholder approval of the business combination, or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) to the extent such purchasers are subject to such reporting requirements.

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

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

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 shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their 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 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 vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

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 shareholders may be less than $10.00 per share.

The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. While short-term U.S. treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income (which we may use to pay our taxes, if any) would be reduced. In the event that we are unable to complete our initial business combination, our public shareholders are entitled to receive their pro-rata share of the proceeds then held in the trust account, plus any interest income (less up to $100,000 of interest to pay dissolution expenses). If the balance of the trust account is reduced ~~below $250,000,000~~ 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 $10.00 per share.

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

Since the net proceeds of our initial public offering and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that ~~has~~was not ~~been~~ selected prior to our initial public offering, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,001 and have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors are not afforded the benefits or protections of those rules. Among other things, this means our units ~~will~~were be immediately tradable, and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our initial public offering were subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account were released to us in connection with our completion of an initial business combination.

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

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

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

We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully ~~negotiating~~consummating a business combination. If we are unable to complete our initial business combination, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

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~~Table~~If the net proceeds of ~~Contents~~our initial public offering and the sale of the private placement warrants, including as a result of the partial exercise of the underwriters’ over-allotment option, not being held in the trust account are insufficient to allow us to operate until May 2, 2024 (or such later date as may be approved by our shareholders), it could limit the amount of cash 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.

IfAs ~~the~~of ~~net~~December ~~proceeds~~31, of2023, ~~our~~we ~~initial~~had ~~public~~cash ~~offering~~of $127,624 held aoutside ~~portion~~the ofTrust ~~the~~Account ~~sale~~and ofa ~~the~~working ~~private~~capital ~~placement~~deficit ~~warrants~~of $4,808,448. ~~the~~We ~~sale~~believe ofwe ~~the~~will ~~over-allotment~~need ~~units~~to ~~and~~raise ~~the~~additional ~~sale~~funds ofin order to meet the ~~over-allotment~~expenditures ~~warrants,~~required ~~not~~for ~~being~~operating ~~held~~our inbusiness ~~the~~prior ~~trust~~to ~~account~~our initial business combination. If we are ~~insufficient~~required to ~~allow~~seek usadditional capital, towe ~~operate~~would ~~for~~need atto ~~least~~borrow ~~the~~funds ~~18 months~~from ~~following~~our ~~the~~sponsor, ~~closing~~management ofteam ~~our~~or ~~initial~~other ~~public~~third ~~offering~~parties (to operate or ~~21 months~~may ~~from~~be ~~the~~forced ~~closing~~to liquidate. Neither our sponsor, members of our ~~initial~~management ~~public~~team ~~offering~~nor ifany weof ~~have~~their ~~executed~~affiliates ais ~~letter~~under ofany ~~intent,~~obligation ~~agreement~~to inadvance ~~principle~~funds orto ~~definitive~~us ~~agreement~~in ~~for~~such circumstances. ~~our~~Any ~~initial~~such ~~business~~advances ~~combination~~would ~~within~~be ~~18 months~~repaid only from funds held outside the ~~closing~~trust ofaccount ~~our~~or ~~initial~~from ~~public~~funds ~~offering~~released ~~but~~to ~~have~~us ~~not~~upon ~~completed~~completion of our initial business combination. ~~within~~Up to $1,500,000 of such 18loans may be convertible into warrants of the post-~~month~~business ~~period),~~combination entity itat ~~could~~a ~~limit~~price of $1.00 per warrant at the ~~amount~~option ~~available~~of tothe ~~fund~~lender. ~~our~~The ~~search~~warrants ~~for~~would abe ~~target~~identical ~~business~~to orthe ~~businesses~~private ~~and~~placement ~~complete~~warrants. Prior to the completion of our initial business combination, ~~and~~ we ~~will~~do ~~depend~~not onexpect to seek loans from parties other than our sponsor or ~~management~~an affiliate ~~team~~of our sponsor as we do not believe third parties will be willing to ~~fund~~loan ~~our~~such ~~search~~funds and provide a waiver against any and all rights to ~~complete~~seek ~~our~~access ~~initial~~to ~~business~~funds ~~combination~~in our trust account.

AsOn ofOctober ~~December 31~~25, ~~2022~~2023, we ~~had~~issued ~~cash~~an ofunsecured ~~$515,534~~promissory note ~~held outside the trust account~~ to ~~fund~~ our ~~working~~sponsor, ~~capital~~whereby ~~requirements.~~our Wesponsor ~~believe~~has ~~that~~agreed ~~the~~to ~~funds~~loan ~~available~~up to us$500,000 ~~outside of the trust account are sufficient~~ to ~~allow~~ us ~~to operate~~ for atworking ~~least~~capital ~~18 months~~needs. ~~following the closing of our initial public offering (or 21 months~~Additionally, ason ~~applicable);~~January ~~however~~26, 2024, we ~~cannot~~issued ~~assure~~an ~~you~~unsecured ~~that~~promissory ~~our~~note ~~estimate~~to isSrinath ~~accurate.~~Narayanan Of(our ~~the~~President ~~funds~~and ~~available~~Chief toExecutive usOfficer), wewhereby ~~could~~Mr. ~~use~~Narayanan ahas agreed ~~portion of the funds available~~ to usloan toup ~~pay fees~~ to ~~consultants~~$375,000 to ~~assist~~ us ~~with our search~~ for aworking ~~target~~capital ~~business~~needs. WeEach ~~could~~loan ~~also~~accrues ~~use~~no ainterest ~~portion~~on of the ~~funds~~unpaid asprincipal abalance ~~down~~and ~~payment~~is ordue on tothe ~~fund~~earlier aof ~~“no-shop” provision~~ (ai) ~~provision~~the indate ~~letters of intent or merger agreements designed to keep target businesses from “shopping” around for transactions with other companies or investors~~ on ~~terms~~which ~~more~~we ~~favorable~~consummate toan ~~such~~initial ~~target businesses) with respect to a particular proposed~~ business combination, ~~although~~and we(ii) dothe ~~not~~date ~~have~~that ~~any~~our ~~current~~winding ~~intention~~up tois ~~do so~~effective. As Ifof wethe ~~entered~~date ~~into a letter~~ of ~~intent~~this orreport, ~~merger agreement where~~ we ~~paid~~had ~~for~~an ~~the~~aggregate ~~right~~outstanding tobalance ~~receive~~of ~~exclusivity~~$850,000 ~~from~~under asuch ~~target~~notes. ~~business~~In ~~and~~the ~~were~~event ~~subsequently~~that ~~required~~we todo ~~forfeit~~not ~~such~~consummate an ~~funds~~initial ~~(whether~~business ~~as a result of our breach or otherwise)~~combination, wesuch ~~might~~notes ~~not~~will ~~have~~be ~~sufficient~~repaid ~~funds~~only tofrom ~~continue~~amounts ~~searching~~remaining ~~for,~~outside orof ~~conduct~~the ~~due~~trust ~~diligence with respect to~~account, aif ~~target business~~any.

If we are ~~required~~unable to ~~seek~~complete ~~additional~~our ~~capital,~~initial business combination because we ~~would~~do ~~need~~not tohave ~~borrow~~sufficient funds ~~from~~available ~~our~~to ~~sponsor~~us, ~~management~~we ~~team~~will ~~or other third parties to operate or may~~ be forced to ~~liquidate.~~cease ~~Neither~~operations ~~our~~and ~~sponsor,~~liquidate ~~members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside~~ the trust account ~~or from funds released to us upon completion of our initial business combination~~. ~~Up to $1~~ Consequently,~~500,000~~ ofour ~~such~~public ~~loans~~shareholders may beonly ~~convertible~~receive ~~into warrants of the post-business combination entity at a price of~~ $110.00 per ~~warrant~~share, ator ~~the~~possibly ~~option~~less, ofon ~~the~~our ~~lender.~~redemption ~~The warrants would be identical to the private placement warrants. Prior to the completion~~ of our ~~initial~~public ~~business combination~~shares, ~~we do not expect to seek loans from parties other than~~ and our ~~sponsor~~warrants ~~or an affiliate of our sponsor as we do not believe third parties~~ will beexpire ~~willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account~~worthless.

If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.00 per share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless.

If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per share.

Our placing of funds in the trust account may not protect those funds from third party claims against us. Although we have sought and will continue to seek to have all vendors, service providers (except for our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will 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 interests of the company under the circumstances. The underwriters of our initial public offering 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 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 16

14Examples 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 $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement in connection with our initial public offering, 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) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per 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 our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that 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 $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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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 $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the registration statement filed in connection with our initial public offering, 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) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per 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 our initial public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor’s only assets are securities of our company. Therefore, we cannot assure you that 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 $10.00 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per 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 claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per share.

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

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

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

IfA wenew ~~are~~1% ~~deemed~~U.S. federal toexcise tax could be animposed ~~investment~~on ~~company~~us ~~under~~in ~~the~~connection ~~Investment~~with ~~Company~~redemptions ~~Act,~~by weus ~~may~~of ~~be required to institute burdensome compliance requirements and~~ our ~~activities may be restricted~~shares, ~~which~~including ~~may~~in ~~make~~connection itwith ~~difficult~~the ~~for us to complete our initial business combination~~Extension.

IfOn weAugust 16, 2022, the IR Act was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases (including redemptions) of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are ~~deemed~~repurchased. toThe beamount anof ~~investment~~the ~~company~~excise ~~under~~tax is generally 1% of the ~~Investment~~fair ~~Company~~market ~~Act~~value of the shares repurchased at the time of the repurchase. However, ~~our~~for ~~activities~~purposes ~~may~~of becalculating ~~restricted~~the excise tax, ~~including:~~repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax.

●On ~~restrictions~~December 27, 2022, the Treasury released Notice 2023-2, which provides taxpayers with interim guidance on the ~~nature~~excise tax that may be relied upon until the Internal Revenue Service (the “IRS”) issues proposed Treasury regulations on such matter. Notice 2023-2 includes as one of ~~our~~its ~~investments;~~exceptions to the excise tax a distribution in complete liquidation of a “covered corporation”, to which Sec. 331 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), applies (so long as Sec. 332(a) of the Code also does not also apply).

●Although ~~restrictions~~we onwere incorporated in the ~~issuance~~Cayman ofIslands and ~~securities;~~currently are not a “covered corporation”, there is a possibility that we may acquire a U.S. domestic corporation, redomicile as a U.S. domestic corporation or engage in a transaction in which a U.S. domestic corporation becomes our parent or affiliate. Although it remains uncertain whether, and/or to what extent, the excise tax could apply to any redemptions of the public shares after December 31, 2022 if we were to become a “covered corporation” in the future, including any redemptions in connection with the Extension, our initial business combination or in the event we do not consummate our initial business combination by May 2, 2024, we would not expect the excise tax to apply to redemptions of public shares that occur during a taxable year in which we completely liquidate under Sec. 331 of the Code.

●If ~~each~~we were to become a “covered corporation” in the future, there is a possibility that any redemption or other repurchase that occurs after December 31, 2022 may be subject to the excise tax, including in connection with our initial business combination, certain amendments to our memorandum and articles of association ~~which~~(including in connection with the Extension) or otherwise. Whether and to what extent we would be subject to the excise tax would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the initial business combination, certain amendments to our memorandum and articles of association (including in connection with the Extension) or otherwise, (ii) the structure of the initial business combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with the initial business combination (or otherwise issued not in connection with the initial business combination but issued within the same taxable year of the initial business combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the corporation and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. However, we have agreed that we will not utilize any funds from the trust account to pay any potential excise taxes that may ~~make~~become itdue ~~difficult~~pursuant ~~for~~to usthe IR Act upon a redemption of public shares, including in connection with the Extension, an initial business combination or our liquidation. The foregoing could cause a reduction in the cash available on hand to complete our initial business combination and in our ability to complete our initial business combination.

~~In addition, we may have imposed upon us burdensome requirements, including:~~18

●Changes ~~registration~~in aslaws anor ~~investment~~regulations, ~~company~~or in how such laws or regulations are interpreted or applied, or a failure to comply with ~~the~~any ~~SEC;~~laws, regulations, interpretations or applications, may adversely affect our business, including our ability to complete an initial business combination, our investments or our results of operations.

●We ~~adoption~~are subject to laws and regulations, and interpretations and applications of such laws and regulations, enacted by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations, and interpretations and applications of such laws and regulations, may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time and those changes could have a ~~specific~~material ~~form~~adverse effect on our business, investments and results of ~~corporate~~operations. ~~structure;~~In addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to complete an initial business combination, our investments or our results of operations.

●On ~~reporting~~March 30, ~~record~~2022, ~~keeping~~the SEC issued proposed rules (the “SPAC Rule Proposals”) relating to, ~~voting~~among other items, ~~proxy~~enhancing disclosures in business combination transactions involving SPACs and ~~disclosure~~private operating companies; amending the financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC filings in connection with proposed business combination transactions; the potential liability of certain participants in proposed business combination transactions; and ~~other~~the extent to which SPACs could become subject to regulation under the Investment Company Act, including a proposed rule that would provide a safe harbor for such companies from the definition of “investment company” under the Investment Company Act. On January 24, 2024, the SEC issued final rules (the “SPAC Rules”) that formally adopted certain of the SPAC Rule Proposals and ~~regulations~~provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act. Compliance with the SPAC Rules, if such rules are effective prior to the consummation of our initial business combination, and related guidance may materially adversely affect our ability to complete an initial business combination and may increase the costs and time related thereto. See “— The SEC recently issued final rules to regulate special purpose acquisition companies, or SPACs, that may increase the costs and time needed to complete an initial business combination” and “— If we are ~~not~~deemed ~~subject~~to be an investment company for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted and, as a result, we may abandon our efforts to consummate an initial business combination and liquidate.”

InThe ~~order~~SEC ~~not~~recently toissued befinal ~~regulated~~rules asto anregulate special ~~investment~~purpose ~~company~~acquisition ~~under the Investment Company Act~~companies, ~~unless~~or ~~we can qualify for an exclusion~~SPACs, ~~we must ensure~~ that wemay ~~are~~increase ~~engaged~~the ~~primarily~~costs ~~in a business other than investing, reinvesting or trading of securities~~ and ~~that~~time ~~our~~needed activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to ~~identify and~~ complete aan ~~business~~initial ~~combination and thereafter to operate the post-transaction~~ business ~~or assets for the long term~~combination. ~~We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.~~

WeOn doJanuary 24, ~~not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end~~2024, the ~~proceeds~~SEC ~~held~~issued in the ~~trust~~SPAC Rules, ~~account~~effective ~~may~~as ~~only~~of be125 ~~invested~~days infollowing ~~United States “government securities” within~~ the ~~meaning~~publication of ~~Section 2(a)(16) of~~ the ~~Investment~~SPAC ~~Company~~Rules ~~Act~~in ~~having~~the aFederal ~~maturity~~Register, ofthat ~~185 days~~formally oradopted ~~less or in money market funds meeting~~ certain ~~conditions~~of the ~~under~~SPAC Rule ~~2a-7~~ ~~promulgated~~Proposals ~~under~~issued ~~the~~on ~~Investment~~March 30, ~~Company Act which invest only in direct U~~2022.S. ~~government~~The ~~treasury~~SPAC ~~obligations.~~Rules, ~~Pursuant~~among toother ~~the trust agreement~~items, ~~the~~impose ~~trustee~~additional isdisclosure ~~not~~requirements ~~permitted to invest~~ in initial ~~other~~public ~~securities~~offerings orby ~~assets.~~SPACs ~~By restricting the investment of the proceeds to these instruments,~~ and ~~by having a~~ business ~~plan~~combination ~~targeted~~transactions atinvolving ~~acquiring~~SPACs and ~~growing~~private ~~businesses~~operating ~~for~~companies; ~~the~~amend ~~long term (rather than on buying and selling businesses in~~ the ~~manner~~financial statement ofrequirements aapplicable ~~merchant bank or private equity fund), we intend~~ to ~~avoid~~business ~~being~~combination ~~deemed~~transactions aninvolving ~~“investment~~such ~~company”~~companies; ~~within~~update ~~the~~and ~~meaning~~expand ofguidance regarding the ~~Investment~~general ~~Company~~use ~~Act.~~of Anprojections ~~investment~~ in ~~our~~SEC ~~securities~~filings, isas ~~not~~well ~~intended~~as ~~for~~when ~~persons~~projections ~~who~~ are ~~seeking~~disclosed ~~a return on investments~~ in ~~government~~connection ~~securities~~with orproposed ~~investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial~~ business combination transactions; ~~(ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our memorandum~~ and ~~articles~~increase ~~of association to modify~~ the ~~substance~~potential orliability ~~timing~~ of ~~our~~certain ~~obligation~~participants ~~to allow redemption~~ in ~~connection~~proposed ~~with our initial~~ business combination ortransactions. toIn ~~redeem~~addition, the ~~100%~~SEC’s ofadopting ~~our~~release ~~public~~for ~~shares~~the ifSPAC weRules doprovided ~~not~~guidance ~~complete~~describing ~~our~~circumstances ~~initial~~in ~~business~~which ~~combination~~a ~~within~~SPAC ~~18 months~~could ~~from~~become ~~the~~subject ~~closing~~to regulation ofunder ~~our~~the ~~initial~~Investment ~~public~~Company ~~offering~~Act, ~~(or~~including ~~21 months from~~ the ~~closing~~SPAC’s ~~of our initial public offering if we have executed a letter of intent~~duration, ~~agreement~~asset incomposition ~~principle~~and ~~or definitive agreement for our initial~~ business ~~combination~~purpose, ~~within~~and ~~18 months from~~ the ~~closing~~ activities of ~~our~~the ~~initial~~SPAC ~~public~~and ~~offering~~its ~~but~~management ~~have~~team ~~not~~in ~~completed~~furtherance ~~our~~of ~~initial~~such ~~business~~ goals.

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~~Table~~Compliance with the SPAC Rules, if such rules are effective prior to the consummation of ~~Contents~~our initial business combination, and related guidance may materially adversely affect our ability to complete an initial business combination and may increase the costs and time related thereto. In addition, the need for compliance with the SPAC Rules and related guidance may cause us to liquidate the funds in the trust account or liquidate as a company at an earlier time than we might otherwise choose. Were we to liquidate as a company, our shareholders would not be able to realize the benefits of owning shares in a successor operating business, including the potential appreciation in the value of our ordinary shares and warrants following such a transaction, and our warrants would expire worthless.

~~combination~~If ~~within~~we ~~such~~are ~~18-month~~deemed ~~period);~~to ~~and~~be ~~(iii) absent~~ an ~~initial~~investment business combination within 18 months from the closing of our initial public offering (or 21 months from the closing of our initial public offering if we have executed a letter of intent, agreement in principle or definitive agreement company for ~~our~~purposes ~~initial business combination within 18 months from the closing~~ of our initial public offering but have not completed our initial business combination within such 18-month period), or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, our return of the ~~funds held in the trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the~~ Investment Company Act., If we ~~were~~would ~~deemed to~~ be ~~subject~~required to ~~the~~institute ~~Investment~~burdensome ~~Company Act,~~ compliance ~~with~~requirements ~~these~~and ~~additional~~our ~~regulatory~~activities ~~burdens~~ would be ~~require~~severely ~~additional~~restricted ~~expenses~~and, ~~for~~as ~~which~~a result, we ~~have not allotted funds and~~ may ~~hinder~~abandon our ~~ability~~efforts to ~~complete~~consummate aan ~~business combination. 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~~liquidate.

~~Changes~~The inSEC’s ~~laws~~adopting orrelease ~~regulations,~~for orthe SPAC Rules provided guidance describing circumstances in which a ~~failure~~SPAC could become subject to ~~comply~~regulation ~~with~~under ~~any~~the ~~laws~~Investment ~~and~~Company ~~regulations~~Act, including ~~may~~the ~~adversely~~SPAC’s ~~affect~~duration, ~~our~~asset composition and business purpose, ~~including~~and ~~our~~the ~~ability~~activities of the SPAC and its management team in furtherance of such goals. However, the SEC declined to ~~negotiate~~adopt a proposed rule issued as part of the SPAC Rule Proposals that would have provided a safe harbor for certain SPACs from the definition of “investment company” under the Investment Company Act. Whether a SPAC is an investment company under the Investment Company Act is a question of facts and ~~complete~~circumstances ~~our~~according ~~initial~~to ~~business~~the ~~combination~~adopting release for the SPAC Rules, which added, “Given the individualized nature of this analysis, and ~~results~~because, depending on the facts and circumstances, a SPAC could be an investment company at any stage of its operations such that a specific duration limitation may not be appropriate, we have decided not to adopt proposed Rule 3a-10.”

WeAs ~~are~~the ~~subject~~applicability toof ~~laws~~the ~~and~~Investment ~~regulations~~Company Act ~~enacted~~to bya ~~national,~~SPAC ~~regional~~is ~~and~~a ~~local~~question ~~governments.~~of ~~Compliance~~facts ~~with,~~ and ~~monitoring of~~circumstances, ~~applicable~~it ~~laws~~is ~~and~~possible ~~regulations~~that ~~may~~a beclaim ~~difficult,~~could ~~time~~be ~~consuming~~made ~~and~~that ~~costly.~~we ~~Those~~have ~~laws~~been ~~and~~operating ~~regulations~~as ~~and~~an ~~their~~unregistered investment ~~interpretation~~company. ~~and~~If ~~application~~we ~~may~~are ~~also~~deemed ~~change from time~~ to ~~time~~be ~~and~~an ~~those~~investment ~~changes~~company ~~could~~under ~~have~~the aInvestment ~~material~~Company ~~adverse~~Act, ~~effect on~~ our ~~business,~~activities ~~investments~~would ~~and~~be ~~results~~severely ~~of operations~~restricted. In addition, awe ~~failure~~would tobe ~~comply~~subject ~~with~~to ~~applicable~~burdensome ~~laws~~compliance orrequirements. ~~regulations,~~If aswe ~~interpreted~~are ~~and~~deemed ~~applied,~~to ~~could~~be ~~have~~an ainvestment ~~material~~company ~~adverse~~and ~~effect~~subject ~~on our business, including our ability~~ to ~~negotiate~~compliance with and ~~complete~~regulation ~~our~~under ~~initial~~the ~~business~~Investment ~~combination~~Company Act, ~~and~~we ~~results~~would ofbe ~~operations.~~subject Into ~~particular,~~additional onregulatory ~~March~~burdens ~~30,~~and ~~2022,~~expenses ~~the~~for ~~SEC~~which ~~issued~~we ~~proposed~~have not ~~rules~~allotted ~~relating~~funds. toAs ~~SPACs,~~a ~~which have~~result, ~~among~~unless ~~other~~we ~~things,~~are ~~expanded~~able ~~disclosure~~to ~~requirements~~modify inour ~~business~~activities ~~combination~~so ~~transactions~~that ~~and~~we ~~created~~would ~~uncertainty~~not ~~regarding~~be ~~the~~deemed ~~liability~~an ~~under~~investment ~~the~~company, ~~federal~~we would ~~securities~~expect ~~laws~~to ofabandon ~~various~~our ~~participants~~efforts into ~~SPAC~~complete ~~transactions.~~an ~~These~~initial ~~rules,~~business ifcombination ~~adopted,~~and ~~whether~~instead into ~~the~~liquidate. ~~form~~If ~~proposed~~we orare inrequired ~~revised~~to ~~form~~liquidate, our orshareholders ~~the~~would ~~uncertainty~~not ~~caused~~be byable ~~the~~to ~~rule~~realize ~~proposal~~the ~~itself,~~benefits ~~may~~of ~~materially~~owning ~~adversely~~shares ~~affect~~in ~~our~~a ~~ability~~successor tooperating ~~engage~~business, ~~financial~~including ~~and~~the ~~capital~~potential appreciation ~~market~~in ~~advisors,~~the ~~negotiate~~value ~~and~~of ~~complete~~ our ~~initial~~ordinary ~~business~~shares ~~combination~~ and ~~may~~warrants ~~increase~~following ~~the~~such ~~costs~~a transaction, and ~~time~~our ~~related~~warrants ~~thereto~~would expire worthless.

If we instruct the trustee to liquidate the securities held in the trust account and instead to hold the funds in the trust account in cash until the earlier of the consummation of an initial business combination or our liquidation, we may be able to mitigate the risk that we could be deemed to be an investment company for purposes of the Investment Company Act. Following the liquidation of securities in the trust account, we may receive minimal interest, if any, on the funds held in the trust account, which may reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of the company.

The funds in the trust account have, since our initial public offering, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of our being deemed to be an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we may, at any time, instruct the trustee with respect to the trust account to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash (or in an interest-bearing demand deposit account) at a national bank until the earlier of consummation of an initial business combination or liquidation of our company. Following such liquidation of the securities held in the trust account, we may receive minimal interest, if any, on the funds held in the trust account. However, interest previously earned on the funds held in the trust account still may be released to us to pay our taxes, if any, and certain other expenses as permitted. As a result, any decision to liquidate the securities held in the trust account and thereafter to hold all funds in the trust account in cash may reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of our company.

The longer that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, rather than in cash, the greater the risk that we may be considered an unregistered investment company, in which case we may be required to liquidate our company. Accordingly, we may determine, in our discretion, to liquidate the securities held in the trust account at any time and instead hold all funds in the trust account in cash (or in an interest-bearing demand deposit account) at a national bank, which may further reduce the dollar amount our public shareholders would receive upon any redemption or liquidation of our company. As of the date of this report, we have not yet made any such determination to liquidate the securities held in the trust account.

Were we considered to be a “foreign person,” we might not be able to complete an initial business combination with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (“CFIUS”), or ultimately prohibited.

Certain federally licensed businesses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, CFIUS is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. Were we considered to be a “foreign person” under such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which may affect national security could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”) to include certain non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If a potential initial business combination with a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate an initial business combination with such business. In addition, if a potential initial business combination falls within CFIUS’s jurisdiction, we may be required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination.

If CFIUS has jurisdiction over our initial business combination, CFIUS may decide to block or delay such initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining CFIUS clearance. If we were considered to be a “foreign person,” the foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, in such circumstances, the pool of potential targets with which we could complete an initial business combination could be limited and we may be adversely affected in terms of competing with other SPACs that do not have similar foreign ownership issues.

Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete its initial business combination, our failure to obtain any required approvals within the requisite time period may require us to liquidate. If we liquidate, our public shareholders may only receive $10.00 per share, and our warrants will expire worthless. This will also cause our securityholders to lose any potential investment opportunity in a target company, and the chance of realizing future gains on their investment through any price appreciation in the combined company.

Delays in the government budget process or a government shutdown may materially adversely affect our ability to complete an initial business combination, or the operations of the combined company following our initial business combination.

Each year, the U.S. Congress must pass all spending bills in the federal budget. If any such spending bill is not timely passed, a government shutdown will close many federally run operations, which includes those of the SEC, and halt work for federal employees unless they are considered essential. If a government shutdown was to occur, and the SEC were to remain closed for a prolonged period of time, we may not be able to complete our initial business combination by May 2, 2024 as required by our memorandum and articles of association (or such later date as may be approved by our shareholders), particularly if the SEC is unable to timely review our filings, or those of a target business or other entity that relate to our initial business combination, or to declare such filings effective as may be applicable. Additionally, following consummation of our initial business combination, the combined company’s operations or its ability to raise additional capital to support its operations could be materially adversely affected by any prolonged government shutdown.

Our ability to complete an initial business combination may be materially adversely affected by negative impacts on the global economy, capital markets or other geopolitical conditions resulting from the invasion of Ukraine by Russia, subsequent sanctions against Russia, Belarus and related individuals and entities, global food shortages and other related consequences of prolonged military conflict.

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

Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine and subsequent sanctions, could adversely affect our search for a business combination and any target business with which we ultimately consummate a business combination. The extent and duration of the Russian invasion of Ukraine, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this “Risk Factors” section, such as those related to the market for our securities, cross-border transactions or our ability to raise equity or debt financing in connection with any particular business combination. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate a business combination, or the operations of a target business with which we ultimately consummate a business combination, may be materially adversely affected.

Military or other conflicts in Ukraine, including as a result of the Russia-Ukraine conflict, the Middle East, including as a result of the Israel-Hamas conflict, or elsewhere may lead to increased volume and price volatility for publicly traded securities or affect the operations or financial condition of our company or potential target companies, which could make it more difficult for us to consummate our initial business combination.

Military or other conflicts in Ukraine, including as a result of the Russia-Ukraine conflict, the Middle East, including as a result of the Israel-Hamas conflict, or elsewhere may lead to increased volume and price volatility for publicly traded securities or affect the operations or financial condition of our company or potential target companies, and to other company- or industry-specific, national, regional or international economic disruptions and economic uncertainty, any of which could make it more difficult for us to consummate our initial business combination.

Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.

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

~~We may not hold an annual general meeting until after the consummation of our initial business combination, which could delay the opportunity for our shareholders to appoint directors.~~22

In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act (As Revised) of the Cayman Islands (the “Companies Act”) for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In addition, as holders of our Class A ordinary shares, our public shareholders will not have the right to vote on the appointment of directors until after the consummation of our initial business combination.

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

Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team’s established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic investments globally and has done so successfully in a number of sectors. Our memorandum and articles of association prohibits us from effectuating a business combination with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than a direct investment, if such opportunity were available, in 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 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.

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

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

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

Unless we complete our initial business combination with an affiliated entity 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 a valuation or appraisal firm that the price we are paying is fair to our shareholders 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.

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

~~Although~~We ~~we have no commitments as of the date of this Annual Report to issue any notes or other debt securities, or to otherwise incur outstanding debt following our initial public offering, we~~ may choose to incur substantial debt to complete our 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 of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

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

● acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;23

●We may only be able to complete one business combination with the net proceeds from our ~~immediate~~initial ~~payment~~public offering, including the partial exercise of ~~all~~the ~~principal~~over-allotment option, and ~~accrued~~a portion ~~interest,~~of ifthe ~~any~~proceeds of the sale of the private placement warrants, ifafter giving effect to the ~~debt~~Extension isand ~~payable~~the receipt of deferred fee waivers from the underwriters of our initial public offering, which will cause us to be solely dependent on ~~demand;~~a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

●The net proceeds from our ~~inability~~initial public offering, including the partial exercise of the over-allotment option, and a portion of the proceeds of the sale of the private placement warrants initially provided us with $263,776,600 that we may use to ~~obtain~~complete ~~necessary~~our ~~additional~~initial ~~financing~~business ifcombination (after taking into account the ~~debt~~$9,232,181 ~~contains~~of ~~covenants~~deferred underwriting ~~restricting~~commissions then being held in the trust account). In connection with the implementation of the Extension, we redeemed 15,498,302 Class A ordinary shares tendered for redemption by our ~~ability~~public shareholders, at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $161.3 million. Additionally, on April 17, 2023 and April 27, 2023, pursuant to ~~obtain~~the Deferred Fee Waivers, the underwriters of our initial public offering gratuitously waived their rights to 100% of the deferred fee payable to such underwriters ~~financing~~upon ~~while~~completion of our initial business combination pursuant to the ~~debt~~Underwriting isAgreement, ~~outstanding;~~totaling $9,232,181.

● our inability to pay dividends on our Class A ordinary shares;

● using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

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

● increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and

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

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We may only be able to complete one business combination with the proceeds of our initial public offering, a portion of the sale of the private placement warrants, the sale of the over-allotment units and the sale of the over-allotment warrants, 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.

The net proceeds from our initial public offering, a portion of the sale of the private placement warrants, the sale of the over-allotment units and the sale of the over-allotment warrants provided us with $263,776,600 that we may use to complete our initial business combination (after taking into account the $9,232,181 of deferred underwriting commissions being held in the trust account).

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

●

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

●

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

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

We may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations and profitability.

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

We may seek acquisition opportunities with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

To the extent we complete our initial business combination with an early-stage company, a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include investing in a business without a proven business model and with limited historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

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We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

In pursuing our business combination strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable (if at all) as we believed at the time of signing an agreement to acquire such private company or that fails to meet the projections upon which our valuation may be based.

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

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

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

We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete our initial business combination with which a substantial majority of our shareholders or warrant holders do not agree.

Our memorandum and articles of association does not provide a specified maximum redemption threshold~~, except that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001~~. In addition, our proposed initial business combination may impose a minimum cash requirement for; (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes; or (iii) the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceeds 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 Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

In order to effectuate an initial business combination, special purpose acquisition companies have, 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 not seek to amend our memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

In order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our memorandum and articles of association will require a special resolution being (i) the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders, and amending our Warrant Agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. In addition, our memorandum and articles of association require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our memorandum and articles of association to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination by May 2, 2024, 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 to fundamentally change the nature of our securities, 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 memorandum and articles of association or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business combination.

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represented at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. In addition, our memorandum and articles of association requires us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our memorandum and articles of association to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within 18 months from the closing of our initial public offering (or 21 months from the closing of our initial public offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 18 months from the closing of our initial public offering but have not completed our initial business combination within such 18-month period), 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 to fundamentally change the nature of our securities, 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 provisions of our memorandum and articles of association 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 a special resolution being (i) the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders, 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 memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not support.

Our memorandum and articles of association provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of warrants into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended by special resolution being (i) the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued ordinary shares present in person or represented at a general meeting of the company and entitled to vote on such matter or (ii) a unanimous written resolution of the shareholders and corresponding provisions of the ~~trust~~Trust ~~agreement~~Agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares entitled to vote thereon. ~~The~~Our ~~holders~~initial ~~of our Class B ordinary shares~~shareholders, who collectively beneficially ~~own~~approximately 2037.7% of our ordinary shares (excluding any public shares held by the anchor investors), may participate in any vote to amend our memorandum and articles of association and/or ~~trust~~Trust ~~agreement~~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 memorandum and articles of association 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 memorandum and articles of association.

Our sponsor, officers and directors have agreed, pursuant to written agreements with us, that they will not propose any amendment to our memorandum and articles of association to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from the closing of our initial public offering (or 21 months from the closing of our initial public offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 18 months from the closing of our initial public offering but have not completed our initial business combination within such 18-month period), or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to 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, executive officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.26

22Our sponsor, officers and directors have agreed, pursuant to written agreements with us, that they will not propose any amendment to our memorandum and articles of association to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the time period then designated by our memorandum and articles of association, or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, if any, 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, executive officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

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Certain agreements related to our initial public offering may be amended without shareholder approval.

Each of the agreements related to our initial public offering to which we are a party, other than the ~~warrant~~Warrant ~~agreement~~Agreement and the ~~investment~~Trust ~~management trust agreement~~Agreement, may be amended without shareholder approval. Such agreements are: the ~~underwriting~~Underwriting ~~agreement~~Agreement; the letter agreement among us and our sponsor, officers and directors; the registration rights agreement among us and ~~our~~the ~~sponsor~~securityholders party thereto; the private placement warrants purchase agreement between us and our sponsor; and the administrative services agreement among us, ~~our sponsor~~ and anEWI ~~affiliate of our sponsor~~Capital. These agreements contain various provisions that our public shareholders might deem to be material. For example, our letter agreement and the ~~underwriting~~Underwriting ~~agreement~~Agreement contain certain lock-up provisions with respect to the founder shares, private placement warrants and other securities held by our ~~sponsor~~initial shareholders, directors and our management team. 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-up provision discussed above may result in the holders of ~~our~~the ~~Class~~founder ~~B ordinary~~ shares selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.

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.

We ~~have 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 our initial public offering and the sale of the private placement warrants. 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 post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, or to fund the purchase of other companies. 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 is required to provide any financing to us in connection with or after our initial business combination.

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

Our ~~sponsor~~initial ~~and~~shareholders, ~~our~~officers and directors collectively beneficially own 16approximately 37.57% of our issued and outstanding ordinary shares (excluding any public shares held by the anchor investors). Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our memorandum and articles of association. If our ~~sponsor~~initial shareholders, officers or directors purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. ~~Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report.~~ Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, ~~whose members were elected by our sponsor,~~ is and will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. WeAlthough ~~may~~we ~~not~~held ~~hold~~the anExtension Meeting, ~~annual~~as ~~general~~a ~~meeting~~consequence ~~to elect new directors prior to the completion~~ of our ~~initial~~“staggered” ~~business~~board ~~combination~~of directors, inonly ~~which~~a ~~case~~minority ~~all~~ of the ~~current~~board of directors ~~will~~were ~~continue~~considered for inelection ~~office~~and ~~until~~our atinitial ~~least~~shareholders, ~~the~~officers ~~completion~~and ofdirectors, ~~the~~because ~~business~~of ~~combination.~~their Ifownership ~~there~~position, ishad anconsiderable ~~annual~~influence ~~general~~regarding the outcome.

23In addition, prior to the completion of an initial business combination, holders of a majority of our Class B ordinary shares may fill any vacancy on the board of directors or remove a member of the board of directors for any reason. As our sponsor currently holds the sole issued and outstanding Class B ordinary share, our sponsor would control any such actions. Accordingly, our sponsor and directors will continue to exert control at least until the completion of our initial business combination.

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meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our sponsor and directors, because of their ownership position, will have considerable influence regarding the outcome. In addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason. Accordingly, our sponsor and directors will continue to exert control at least until the completion of our initial business combination.

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

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, United States generally accepted accounting principles (“GAAP”) or international financial reporting standards as issued by the International Accounting Standards Board, ~~or IFRS,~~ depending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States)~~, or PCAOB~~. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

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

Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

Changes in the market for directors’ and officers’ liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

~~Over~~In ~~the~~recent ~~past year~~years, the market for directors’ and officers’ liability insurance for special purpose acquisition companies has changed. 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. There can be no assurance that these trends will not continue.

The increased cost and decreased availability of directors’ and officers’ liability insurance could make it more difficult and more expensive for us to negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination’s ability to attract and retain qualified officers and directors.

In addition, even after we were to complete an initial business combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to the initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims, or 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.

24Recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to complete our initial business combination.

~~Table~~Recent increases in inflation and interest rates in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international economic disruptions, any of ~~Contents~~which could make it more difficult for us to complete our initial business combination.

~~Recent increases in inflation in the United States and elsewhere could make it more difficult for us to complete our initial business combination.~~29

Recent increases in inflation in the United States and elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international economic disruptions, any of which could make it more difficult for us to complete our initial business combination.

Risks Relating to the Post-Business Combination Company

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.

Even if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-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.

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 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.

WeThe ~~anticipate that the~~ investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments ~~will~~may 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.

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

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

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may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

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

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

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

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

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 and, 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.

To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our securities 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 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.

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

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

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

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

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outstanding capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our outstanding Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s shares than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain control of the target business.

If we 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.

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

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

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

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rules and regulations regarding currency redemption;

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complex corporate withholding taxes on individuals;

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

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exchange listing and/or delisting requirements;

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tariffs and trade barriers;

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regulations related to customs and import/export matters;

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local or regional economic policies and market conditions;

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unexpected changes in regulatory requirements;

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challenges in managing and staffing international operations;

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longer payment cycles;

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

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currency fluctuations and exchange controls;

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rates of inflation;

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challenges in collecting accounts receivable;

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cultural and language differences;

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employment regulations;

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underdeveloped or unpredictable legal or regulatory systems;

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corruption;

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protection of intellectual property;

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

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regime changes and political upheaval;

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terrorist attacks and wars, including the war between Russia and Ukraine; and

●

deterioration of political relations with the United States.

We may not be able to adequately address these additional risks. If we were unable to do so, we may be unable to complete 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.

Risks Relating to our Management Team

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

We have agreed to indemnify our officers, directors and advisors to the fullest extent permitted by law. However, our officers, directors and advisors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account and to not seek recourse against the trust account for any reason whatsoever. 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.

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

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’s 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.

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

We will consider a business combination outside of our management’s areas of expertise if a business combination candidate is presented to us and we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our securities will not ultimately prove to be less favorable than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue a business combination outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this ~~Annual~~report ~~Report~~ regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to 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 value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

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the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to ascertain or assess adequately all of the relevant risk factors. Accordingly, any shareholders who choose to remain shareholders following our initial business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value.

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

Our operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued service of our officers and directors, at least until we have completed 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.

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

Our executive officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the completion of our initial business combination. Each of our executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers and board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

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.

Until 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 memorandum and articles of association ~~provides~~provide that we renounce any 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 ventures 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.

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

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

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from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours.

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

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

In light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, executive officers, directors or existing holders. Our directors also serve as officers and board members for other entities. Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or 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.

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

On February 18, 2021, ~~our~~we ~~sponsor~~issued ~~paid~~an ~~$25,000~~aggregate ~~to purchase~~ of 8,625,000 founder shares to our sponsor for an aggregate price of $25,000, or approximately $0.003 per share. On July 29, 2021, our sponsor surrendered ~~effected a surrender of~~ 1,437,500 founder shares to ~~the~~us ~~company~~ for no consideration, resulting in aan ~~decrease~~aggregate ~~in the total number~~ of ~~founder shares outstanding to~~ 7,187,500 founder shares outstanding. ~~Prior~~Our sponsor transferred to ~~the~~our ~~initial~~independent ~~investment~~directors inand ~~the~~certain ~~company~~ of ~~$25,000~~our byanchor ~~the~~investors ~~sponsor~~an aggregate of 1,321,717 ~~the~~founder ~~company~~shares. ~~had~~On noDecember 12, ~~assets~~2021, ~~tangible~~in orconnection ~~intangible.~~with ~~The~~the ~~purchase~~expiration ~~price~~ of the ~~founder~~remaining ~~shares~~portion ~~was~~of ~~determined~~the byunderwriters’ ~~dividing~~over-allotment ~~the~~option, ~~amount~~our ofsponsor ~~cash~~forfeited 593,085 ~~contributed~~founder shares to ~~the~~us ~~company~~for byno ~~the~~consideration, ~~number~~and of6,594,415 founder shares ~~issued~~remain outstanding. The number of founder shares ~~outstanding~~ issued was determined based on the expectation that ~~the total size of the initial public offering would be a maximum of 28,750,000 units if the underwriters’ over-allotment option were exercised in full, and therefore that~~ such founder shares would represent 20% of the outstanding ordinary shares after our initial public offering. ~~The founder shares will be worthless if we do not complete an initial business combination.~~ In addition, our sponsor purchased an aggregate of 8,425,532 private placement warrants ~~(including~~at ~~275,532~~a ~~warrants~~price ~~purchased simultaneously with the closing~~ of ~~the exercise of the over-allotment option), each exercisable for one Class A ordinary share at~~ $111.5000 per ~~share,~~ warrant for an aggregate purchase price of $8,425,532 ~~or $1~~.00 per warrant, 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 identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. This risk may become more acute as the date that is 18 months after of the closing of our initial public offering nears (or 21 months from the closing of our initial public offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business combination within 18 months from the closing of our initial public offering but have not completed our initial business combination within such 18-month period), which is the deadline for our completion of an initial business combination.

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~~Table~~In connection with the implementation of ~~Contents~~the Extension, our initial shareholders voluntarily elected to convert 6,594,414 founder shares from Class B ordinary shares to Class A ordinary shares on a one-for-one basis in accordance with our memorandum and articles of association. Notwithstanding the Class B Conversion, the holders of founder shares will not be entitled to receive any funds held in the trust account with respect to any such converted shares.

Our initial shareholders, officers and directors have agreed to waive their redemption rights with respect to the founder shares, and, with respect to our sponsor, officers and directors, any public shares they may hold, in connection with the consummation of an initial business combination or the approval of certain amendments to our memorandum and articles of association, and to waive their rights to liquidating distributions from the trust account with respect to the founder shares if we do not complete an initial business combination by May 2, 2024 (or such later date as may be approved by our shareholders). The founder shares will therefore be worthless if we do not complete an initial business combination; however, such persons would be entitled to liquidating distributions from the trust account with respect to any public shares they hold. There will be no redemption rights or liquidating distributions with respect to the private placement warrants, which will expire worthless if we do not complete an initial business combination.

These interests, among others, may influence our directors in making their recommendation that you vote in favor of an initial business combination, as our sponsor, executive officers and directors may lose their entire investment in us if our initial business combination is not completed (other than with respect to public shares they have acquired or may acquire).

Risks Relating to our Securities

Our public shareholders will be entitled to receive funds from the trust account only upon the ~~earlier~~earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our memorandum and articles of association to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination ~~within~~by ~~18 months~~May ~~from~~2, ~~the~~2024 ~~closing of our initial public offering~~ (or ~~21 months~~such ~~from~~later ~~the~~date ~~closing~~as ofmay be ~~our~~approved ~~initial~~by ~~public offering if we have executed a letter of intent, agreement in principle or definitive agreement for~~ our ~~initial business combination within 18 months from the closing of our initial public offering but have not completed our initial business combination within such 18-month period~~shareholders), or during any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our memorandum and articles of association or with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; and (iii) the redemption of our public shares if we are unable to complete an initial business combination within ~~18 months from~~ the ~~closing~~required oftime ~~our initial public offering (or 21 months~~period, ~~as applicable),~~ subject to applicable law and as further described herein. In addition, if our plan to redeem our public shares if we are unable to complete an initial business combination ~~within~~by ~~18 months~~May 2, 2024 (or ~~21 months,~~such later date as ~~applicable)~~may ~~from~~be ~~the~~approved ~~closing~~by of our ~~initial~~shareholders) ~~public offering~~ is not completed for any reason, compliance with Cayman Islands law may require that we submit a plan of dissolution to our then-existing 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 ~~18 months~~by ~~(or~~May ~~21 months~~2, as2024 ~~applicable),~~(or ~~from~~such ~~the~~later ~~closing~~date ofas ~~our~~may ~~initial~~be ~~public~~approved ~~offering~~by our shareholders) 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.

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

Our units, Class A ordinary shares and warrants are currently listed on Nasdaq. We cannot assure you that our securities will continue to be listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum average global market capitalization and a minimum number of holders of our securities. Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, our share price would generally be required to be at least $4.00 per share and the publicly held shares would be required to be at least $15 million and we would be required to have a minimum of 400 round lot holders and 1,000,000 publicly held shares. We cannot assure you that we will be able to meet those initial listing requirements at that time.

On October 9, 2023, we received a notice from the Listing Qualifications Department of Nasdaq indicating that we are not in compliance with Nasdaq Listing Rule 5450(a)(2), which requires us to have at least 400 total holders for continued listing on the Nasdaq Global Market. The notice is only a notification of deficiency, not of imminent delisting, and has no current effect on the listing or trading of our securities on the Nasdaq Global Market. The notice stated that we had 45 calendar days, or until November 24, 2023, to submit a plan to regain compliance with such rule. On November 24, 2023, we submitted to Nasdaq a plan to regain compliance with such rule within the required timeframe. If Nasdaq accepts our plan, Nasdaq may grant us an extension of up to 180 calendar days from the date of the notice, or until April 6, 2024, to evidence compliance with such rule. If Nasdaq does not accept our plan, we will have the opportunity to appeal the decision to a Nasdaq Hearings Panel.

If Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

●

a limited availability of market quotations for our securities;

●

reduced liquidity for our securities;

●

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

●

a limited amount of news and analyst coverage; and

●

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

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The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our units, Class A ordinary shares and warrants have been approved to be listed on Nasdaq, our units, Class A ordinary shares and warrants qualify as covered securities under the statute. Although the states are preempted from regulating the sale of 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.

Holders of our Class A ordinary shares will not be entitled to vote on any appointment of directors prior to our initial business combination.

Prior to our initial business combination, only holders of our ~~founder~~Class B ordinary shares will have the right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. In addition, prior to the completion of an initial business combination, holders of a majority of our ~~founder~~Class B ordinary shares may remove a member of the board of directors for any reason. ~~Accordingly~~As our sponsor currently holds the sole issued and outstanding Class B ordinary share, our sponsor would control any such actions. Accordingly, you may not have any say in the management of our company prior to the completion of an initial business combination.

Since our anchor investors ~~will~~ have either an indirect beneficial interest in founder shares and certain private placement warrants held by ~~the~~our sponsor or directly hold founder shares, a conflict of interest may arise in determining whether a particular target business is appropriate for our initial business combination.

The anchor investors either (i) are members of our sponsor with an indirect beneficial interest in ~~the~~certain founder shares and private placement warrants held by our sponsor, which anchor investors we refer to as the original anchor investors, or (ii) hold founder shares directly., Aswhich aanchor ~~result~~investors ofwe ~~their~~refer ~~direct~~to oras ~~indirect~~the additional ~~beneficial~~anchor ~~interest~~investors. inThe additional anchor investors paid only a nominal amount for the founder shares,. ~~the~~The original anchor investors, through ~~may~~their ~~have~~interests anin ~~incentive~~the tosponsor, ~~vote~~acquired ~~any~~interests ~~public~~in founder shares ~~they~~and ~~own~~private atplacement ~~the~~warrants ~~time~~at ofprices ~~the~~similar ~~business~~to ~~combination~~those paid inby ~~favor~~our ofsponsor afor ~~business~~the ~~combination,~~founder shares and, ifprivate aplacement ~~business~~warrants. ~~combination is approved~~Accordingly, ~~they~~our ~~may~~anchor ~~make~~investors awill ~~substantial~~share ~~profit~~in onany ~~such~~appreciation in ~~interest,~~the ~~even~~value ifof the ~~business~~founder ~~combination~~shares isand ~~with~~private aplacement ~~target~~warrants ~~that~~above ~~ultimately~~the ~~declines~~original inpurchase ~~value~~price, ~~and~~provided isthat ~~not~~we ~~profitable~~successfully ~~for~~complete a ~~other~~business ~~public shareholders~~combination. Moreover, if the anchor investors ~~retain~~paid ~~all~~an ofeffective ~~their~~price ~~interests~~of in$7.60 ~~our~~per ~~public~~ordinary ~~shares~~share ~~and~~acquired ~~vote those public shares~~ in ~~favor~~our ofinitial ~~a business combination~~public offering, weas ~~will~~compared ~~receive sufficient votes~~ to ~~approve~~ the ~~business~~$10.00 ~~combination,~~per ~~regardless~~share ofpaid ~~how~~by ~~any~~the other ~~shareholder~~public ~~votes~~shareholders ~~their~~in ~~shares~~our initial public offering.

~~The~~As ~~additional anchor investors paid only~~ a ~~nominal~~result, ~~amount~~our ~~for the founder shares. The~~ anchor investors ~~paid~~may have an incentive ~~effective~~to ~~price~~vote ofany ~~$7.60 per~~ ordinary ~~share~~shares ~~acquired,~~they asown ~~compared~~in tofavor ~~the~~of ~~$10.00 per share paid by the other public shareholders in~~ our initial ~~public~~business ~~offering~~combination. ~~The~~In ~~original anchor investors~~addition, ~~through~~if ~~their~~our ~~interests~~anchor ininvestors ~~the~~retain a ~~sponsor,~~substantial ~~have~~portion ~~purchased~~of their interests in our ~~sponsor~~public ~~representing interests in founder~~ shares and ~~warrants~~vote atthose ~~prices~~public ~~similar~~shares toin ~~those~~favor ~~paid~~of by our ~~sponsor~~initial ~~for~~business ~~the~~combination, we ~~founder~~may ~~shares~~receive ~~and~~sufficient ~~warrants~~votes ~~and~~to ~~will~~approve ~~share~~our ininitial ~~any~~business ~~appreciation~~combination, inregardless ~~the value~~ of ~~the~~how ~~founder~~any ~~shares~~other ~~and~~public ~~warrant~~shareholder ~~above~~votes ~~that amount~~their shares, ~~provided~~although ~~that~~ we ~~successfully~~are ~~complete~~not aaware ~~business~~of ~~combination.~~any ~~You~~arrangements ~~should~~or ~~consider~~understandings ~~the~~among our anchor investors’ ~~financial~~with ~~incentive~~regard to ~~complete~~voting, anincluding ~~initial~~voting with ~~business~~respect ~~combination when evaluating whether~~ to ~~redeem~~our ~~your shares prior to or in connection with an~~ initial business combination.

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

Only holders of our ~~founder~~Class B ordinary shares have the right to vote to appoint directors. As a result, Nasdaq may consider us to be a “controlled company” within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a “controlled company” and may elect not to comply with certain corporate governance requirements, including the requirements that:

●

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

●

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

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●

we have independent director oversight of our director nominations.

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

An investment in our securities may result in uncertain or adverse U.S. federal income tax consequences.

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

We may be a passive foreign investment company, or PFIC, which could result in adverse U.S. federal income tax consequences to U.S. investors.

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. holder of our ordinary shares or warrants, the U.S. holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our actual PFIC status for our current taxable year may depend on the status of the target company pursuant to a business combination and whether we qualify for the PFIC start-up exception. Depending on the particular circumstances, the application of the start-up exception is uncertain, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status as a PFIC for our current taxable year or any future taxable year. Our actual PFIC status for any taxable year, however, will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a U.S. holder upon request such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. holder to make and maintain a “qualified electing fund” election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. holders to consult their own tax advisors regarding the possible application of the PFIC rules.

We may re-domicile or reincorporate in another jurisdiction in connection with our initial business combination, which may result in taxes imposed on shareholders and warrant holders.

We may, in connection with our initial business combination, re-domicile or reincorporate in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction in which the shareholder is a tax resident or in which its members are resident if it is a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders and warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

Registration of the Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such warrants to expire worthless.

WeUnder ~~are not registering~~ the ~~Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the~~ terms of the ~~warrant~~Warrant ~~agreement~~Agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement filed in connection with our initial public offering 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 commercially reasonable 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 agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

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until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

If the Class A ordinary shares issuable upon exercise of the warrants are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis, in which case the number of Class A ordinary shares that warrant holders will receive upon cashless exercise will be based on a formula.

In 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. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in our initial public offering. In such an instance, our sponsor and its permitted transferees ~~(which may include our directors and executive officers)~~ would be able to sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

If our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “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 commercially reasonable efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is not available.

In no event will we be required to net cash settle any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws.

Warrant holders may only be able to exercise your public warrants on a “cashless basis” under certain circumstances, and if a warrant holder does so, it will receive fewer Class A ordinary shares from such exercise than if it were to exercise such warrants for cash.

The ~~warrant~~Warrant ~~agreement~~Agreement provides that in the following circumstances holders of warrants who seek to exercise their warrants will not be permitted to do so 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 is at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of “covered securities” under Section 18(b)(1) of the Securities Act; and (iii) if we have so elected and we call the public warrants for redemption. If you exercise your public warrants on a cashless basis, you would pay the warrant exercise price by surrendering the warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (as defined below) of our Class A ordinary shares (as defined in the next sentence) over the exercise price of the warrants by (y) ~~the~~ the fair market value. The “fair market value” is the average reported last sale 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, in the case of redemption, on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants). As a result, you would receive fewer Class A ordinary shares from such exercise than if you were to exercise such warrants for cash.

3440

~~Table~~The registration rights granted to our sponsor, additional anchor investors and holders of ~~Contents~~our private placement warrants, and pursuant to the Non-Redemption Agreements, may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

~~The~~Pursuant to a registration rights ~~granted~~agreement entered tointo concurrently with our ~~sponsor~~initial public offering, ~~the~~our ~~forward~~sponsor ~~purchase~~and ~~investor,~~its ~~additional~~permitted ~~anchor~~transferees ~~investors~~can ~~and~~demand that we register the founder shares, holders of our private placement warrants ~~may~~and ~~make~~their itpermitted ~~more~~transferees ~~difficult~~can todemand ~~complete~~that ~~our~~we ~~initial~~register ~~business~~the private ~~combination,~~placement warrants and the ~~future~~Class A ordinary shares issuable upon exercise of ~~such~~the ~~rights~~private ~~may~~placement ~~adversely~~warrants, ~~affect~~and ~~the~~holders ~~market~~of warrants ~~price~~that may be issued upon conversion of ~~our~~working capital loans may demand that we register such warrants or the Class A A ordinary shares issuable upon conversion of such warrants. The registration rights will be exercisable subsequent to our initial business combination with respect to such securities and, pursuant to the Non-Redemption Agreements, the Post-Combination Shares. We will bear the cost of registering these securities.

~~Pursuant~~The ~~to a~~ registration ~~rights~~and ~~agreement~~availability ~~entered~~of ~~into~~such ~~concurrently~~a significant ~~with~~number ~~our~~of ~~initial~~securities ~~public~~for ~~offering,~~trading ~~our~~in ~~sponsor~~the ~~and~~public ~~its~~market ~~permitted~~may ~~transferees~~have ~~can~~an ~~demand~~adverse ~~that~~effect weon ~~register~~ the ~~Class A~~market ~~ordinary~~price ~~shares~~of ~~into~~our ~~which~~Class ~~founder~~A ordinary shares. ~~are~~In ~~convertible~~addition, ~~holders~~the existence of ~~our~~the ~~private~~registration ~~placement~~rights ~~warrants~~may ~~and~~make ~~their~~our ~~permitted~~initial ~~transferees~~business ~~can~~combination ~~demand~~more ~~that~~costly weor difficult ~~register~~to ~~the~~conclude. ~~private~~This ~~placement~~is ~~warrants~~because ~~and~~ the ~~Class A~~shareholders ~~ordinary~~of ~~shares~~the ~~issuable~~target ~~upon~~business ~~exercise~~may ofincrease the ~~private~~equity ~~placement~~stake ~~warrants,~~they ~~holders~~seek ofin ~~warrants~~the combined ~~that~~entity ~~may~~or beask ~~issued~~for ~~upon~~more ~~conversion~~cash ofconsideration ~~working~~to ~~capital~~offset ~~loans~~the ~~may~~negative ~~demand~~impact ~~that~~on wethe ~~register~~market ~~such~~price ~~warrants~~of orour ~~the~~ Class A ordinary shares that ~~issuable~~is ~~upon~~expected ~~conversion~~when ~~of such warrants. The registration rights will be exercisable with respect to~~ the founder shares, ~~and the~~ private placement warrants, ~~and~~warrants ~~the~~issued ~~Class A~~in ~~ordinary~~respect ~~shares issuable upon exercise~~ of ~~such~~our ~~private~~working ~~placement~~capital ~~warrants.~~loans Weor ~~will bear~~ the Post-Combination ~~cost~~Shares ofare ~~registering these securities~~registered.

InWe ~~addition,~~may ~~pursuant~~issue toadditional the forward purchase agreement, we agreed to use our commercially reasonable efforts to (i) within 30 days after the closing of the initial business combination, file a registration statement with the SEC for a secondary offering of the forward purchase units and any other Class A ordinary shares or ~~acquired~~preference byshares ~~the~~to ~~forward purchase investor, including any acquired after we~~ complete our initial business combination, ~~(ii) cause~~or ~~such~~under ~~registration~~an ~~statement~~employee toincentive beplan ~~declared effective promptly thereafter, but in no event later than 90 days~~ after ~~the~~completion ~~closing~~ of ~~the~~our initial business combination. ~~and~~Any ~~(iii) maintain the effectiveness of~~ such ~~registration~~issuances ~~statement~~would ~~and~~dilute ~~to ensure~~ the ~~registration~~interest ~~statement does not contain a material omission or misstatement, including by way~~ of ~~amendment~~our orshareholders ~~other update, as required, until the earlier of (A) the date on which the forward purchase investor ceases to hold the securities covered thereby~~ and ~~(B) the~~likely ~~date~~present ~~all~~other of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, and without the requirement to be in compliance with Rule 144(c)(1) under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreementrisks.

~~The~~Our ~~registration~~memorandum and ~~availability~~articles of ~~such~~association aauthorizes the ~~significant~~issuance ~~number~~ of ~~securities~~up ~~for~~to ~~trading~~200,000,000 inClass ~~the~~A ~~public~~ordinary ~~market~~shares, ~~may~~par ~~have~~value an$0.0001 ~~adverse~~per ~~effect~~share, on20,000,000 ~~the market price of our~~ Class A B ordinary shares~~. In addition~~, ~~the~~par ~~existence~~value $0.0001 ofper ~~the~~share, ~~registration~~and ~~rights~~1,000,000 ~~may~~preference ~~make~~shares, ~~our~~par ~~initial~~value ~~business~~$0.0001 ~~combination~~per ~~more costly or difficult to conclude~~share. ~~This~~As ~~is because the shareholders~~ of ~~the~~December ~~target~~31, ~~business~~2023, ~~may~~there ~~increase~~are ~~the~~182,526,228 ~~equity~~and ~~stake~~19,999,999 authorized ~~they~~but ~~seek~~unissued inClass ~~the~~A ~~combined~~ordinary ~~entity~~shares orand ~~ask~~Class ~~for~~B ~~more~~ordinary ~~cash~~shares, ~~consideration~~respectively, toavailable ~~offset~~for ~~the~~issuance, ~~negative~~which ~~impact~~amount ondoes ~~the~~not take ~~market~~into ~~price~~account ~~of our Class A ordinary~~ shares ~~that~~reserved isfor ~~expected~~issuance ~~when~~upon ~~the~~exercise ~~founder~~of ~~shares,~~outstanding ~~forward~~warrants. ~~purchase~~There ~~securities,~~are ~~private~~no ~~placement~~preference ~~warrants~~shares ~~or warrants~~ issued inand ~~respect of our working capital loans are registered~~outstanding.

We may issue ~~additional~~a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares ~~upon~~to redeem the ~~conversion~~warrants. However, our memorandum and articles of ~~the~~association ~~founder~~provide, among other things, that prior to our initial business combination, we may not issue additional shares atthat awould entitle ~~ratio~~the ~~greater~~holders ~~than~~thereof ~~one-~~to~~-one~~ at(i) receive funds from the ~~time~~trust ofaccount or (ii) vote as a class with our ~~initial~~public shares (a) on any initial business combination asor a(b) ~~result~~to approve an amendment to our memorandum and articles of association to (x) extend the ~~anti-dilution~~time we have to consummate a business combination beyond May 2, 2024, or (y) amend the foregoing provisions. ~~contained~~These inprovisions of our memorandum and articles of association., like ~~Any~~all ~~such~~provisions ~~issuances~~of ~~would~~our ~~dilute~~memorandum ~~the~~and ~~interest~~articles of ~~our~~association, ~~shareholders~~may ~~and~~be ~~likely~~amended ~~present~~with ~~other~~a ~~risks~~shareholder vote. The issuance of additional ordinary shares or preference shares:

Our memorandum and articles of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. As of December 31, 2022, there are 173,622,340 and 13,405,585 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares, if any, or any shares issued upon the sale of the forward purchase units. The Class B ordinary shares are automatically convertible into Class A ordinary 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 memorandum and articles of association. There are no preference shares issued and outstanding.

We may issue a substantial number of additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We may also issue Class A ordinary shares to redeem the warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein. However, our memorandum and articles of association provides, 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 public shares (a) on any initial business combination or (b) to approve an amendment to our memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 18 months from the closing of our initial public offering (or 21 months from the closing of our initial public offering if we have executed a letter of intent, agreement in principle or definitive agreement for our initial business

Table of Contents

combination within 18 months from the closing of our initial public offering but have not completed our initial business combination within such 18-month period), or (y) amend the foregoing provisions. These provisions of our memorandum and articles of association, like all provisions of our memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary shares or preference shares, including pursuant to the forward purchase agreements:

●

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

●

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

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

●

may adversely affect prevailing market prices for our units, Class A ordinary shares and/or warrants.

Unlike some other similarly structured special purpose acquisition companies, holders of our Class B ordinary shares will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.41

The ~~founder~~nominal ~~shares~~purchase ~~will~~price ~~automatically~~paid ~~convert~~by ~~into Class A ordinary shares concurrently with or immediately following the consummation of~~ our initial shareholders ~~business combination on a one-~~for~~-one~~ ~~basis, subject to adjustment for share divisions, share dividends, reorganizations, recapitalizations and~~ the ~~like,~~founder ~~and subject to further adjustment as provided herein. In the case that additional Class A ordinary~~ shares ormay ~~equity-linked~~significantly ~~securities~~dilute ~~are issued or deemed issued in connection with our initial business combination,~~ the ~~number~~implied ofvalue ~~Class A ordinary shares issuable upon conversion~~ of ~~all~~the ~~founder~~public shares ~~will equal,~~ in the ~~aggregate,~~event onwe consummate an ~~as-converted~~initial business ~~basis~~combination, ~~20% of the total number of Class A ordinary shares issued~~ and ~~outstanding~~our ~~after~~initial ~~such~~shareholders ~~conversion~~are ~~(after~~likely ~~giving effect~~ to ~~any~~make ~~redemptions~~a ofsubstantial ~~Class A~~profit ~~ordinary~~on ~~shares~~their byinvestment public shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in ~~connection~~us ~~with or~~ in ~~relation to~~ the ~~consummation~~event ofwe ~~the~~consummate an initial business combination, ~~excluding~~even ~~any~~if ~~forward purchase securities, any Class A ordinary shares or equity-linked securities or rights exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in~~ the ~~initial~~ business combination ~~and~~causes ~~any~~the ~~private~~trading ~~placement~~price ~~warrants~~of ~~issued to~~ our sponsor, officers or directors upon conversion of working capital loans, provided that such conversion of founder shares will never occur on a less than one-for-one basis. This is different than some other similarly structured special purpose acquisition companies in which the holders of Class BA ordinary shares ~~will only be issued an aggregate of 20% of the total number of shares~~ to ~~be outstanding prior to our initial business combination~~materially decline.

~~The~~Our ~~value~~initial shareholders invested an aggregate of ~~the~~$8,450,532 ~~founder~~in ~~shares~~our ~~following~~company ~~completion~~in ofconnection with our initial ~~business~~public ~~combination~~offering, iscomprised ~~likely~~of tothe be$25,000 ~~substantially~~purchase ~~higher~~price ~~than~~for the ~~nominal~~founder ~~price~~shares and ~~paid~~the $8,425,532 purchase price for ~~them,~~the ~~even~~founder ifwarrants (excluding any public shares purchased by the ~~trading~~initial ~~price~~shareholders). ofThe ~~our~~amount held ~~ordinary~~in atthe ~~such~~trust ~~time~~account iswas ~~substantially~~$115,981,606 ~~less~~as ~~than~~of December 31, 2023, implying a value of approximately $10.0066 per public share.

~~Upon~~The ~~the~~following ~~closing~~table ofshows ~~our~~the ~~initial~~ public ~~offering,~~shareholders’ and ~~our~~initial ~~sponsor~~shareholders’ ~~invested~~investment inper usshare ~~an aggregate of $8,450,532, comprised of the $25,000 purchase price for the founder shares, the $8,150,000 purchase price for the private placement warrants~~ and ~~the~~how ~~$275,532~~these ~~purchase~~compare ~~price~~to ~~for~~ the ~~over-allotment~~implied ~~warrants.~~value ~~Assuming~~of aone ~~trading~~Class ~~price~~A ofordinary ~~$10.00 per~~ share upon ~~consummation~~the completion of our initial business combination,. ~~the~~The ~~6,594,415~~following ~~founder~~table ~~shares~~(i) assumes ~~would~~that ~~have~~(a) our anvaluation ~~aggregate~~is ~~implied value of~~ $65115,~~944~~981,~~150.~~606 ~~Even~~(which is if the ~~trading~~amount ~~price~~held ofin ~~our~~the ~~ordinary~~trust ~~shares~~account ~~were~~ as ~~low~~of asDecember ~~$1.29~~31, ~~per share~~2023), ~~and~~(b) no ~~the~~additional ~~private~~interest ~~placement~~is ~~warrants~~earned ~~are~~on ~~worthless,~~ the ~~value~~funds ofheld in the ~~founder~~trust account, (c) no public shares ~~would~~are beredeemed ~~equal~~in toconnection ~~the~~with ~~sponsor’s~~our initial ~~investment~~business incombination ~~us.~~and As(d) all afounder ~~result,~~shares ~~our~~are held ~~sponsor,~~by ~~certain of~~ our ~~officers~~initial ~~and~~shareholders ~~directors~~upon ~~and~~completion ~~the~~of ~~anchor~~our ~~investors~~initial ~~are~~business ~~likely~~combination, toand be(ii) does ~~able~~not totake ~~make~~into aaccount ~~substantial~~other ~~profit~~potential impacts on ~~their~~our ~~investment~~valuation ~~in us~~ at athe time ~~when~~of our ~~public~~initial ~~shares~~business ~~have~~combination ~~lost~~such ~~significant~~as (a) the value. ~~Accordingly,~~of ~~our~~the ~~management~~public ~~team,~~warrants ~~which~~and ~~owns~~private placement ~~interests in our sponsor~~warrants, ~~may~~(b) the betrading ~~more~~price ~~willing~~of tothe ~~pursue~~Class A aordinary shares, (c) business combination ~~with~~transaction acosts, ~~riskier~~(d) any consideration orpaid ~~less-established~~to ~~target business than would be~~ the ~~case~~target’s ifsellers, ~~our~~(e) any ~~sponsor~~equity ~~had~~issued ~~paid~~to ~~the~~other ~~same~~third ~~per~~party ~~share~~investors ~~price~~or ~~for~~ (f) the ~~founder~~target’s business ~~shares~~itself, asincluding ~~our~~its ~~public~~assets, ~~shareholders~~liabilities, ~~paid~~management ~~for~~and ~~their public shares~~prospects.

Public shares		10,879,358 shares
Founder shares		6,594,415 shares
Total shares		17,473,773 shares
Total funds in trust account⁽¹⁾	$	115,981,606
Public shareholders’ investment per public share⁽²⁾	$	10.00
Initial shareholders’ investment per founder share⁽³⁾⁽⁴⁾	$	0.004
Implied value per Class A ordinary share upon completion of the initial business combination	$	6.64

~~Table~~(1) Amount held in the trust account as of ~~Contents~~December 31, 2023. In connection with the implementation of the Extension, we redeemed 15,498,302 public shares, at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $161.3 million.

We(2) ~~may~~While ~~amend~~ the ~~terms~~public ofshareholders’ ~~the~~investment ~~warrants~~is in aboth ~~manner~~the ~~that may be adverse to holders of~~ public ~~warrants~~shares ~~with~~and the ~~approval by the holders of at least 50% of the then outstanding~~ public warrants ~~and forward purchase warrants. As a result~~, ~~the~~for ~~exercise~~purposes ~~price~~ of ~~your~~this ~~warrants~~table ~~could be increased,~~ the ~~exercise~~full ~~period~~investment ~~could~~amount beis ~~shortened~~ascribed ~~and~~to the ~~number~~public ~~of Class A ordinary~~ shares ~~purchasable upon exercise of a warrant could be decreased, all without your approval~~only.

~~Our~~(3) ~~warrants~~Investment ~~were~~per ~~issued~~founder inshare ~~registered~~reflects ~~form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that~~ the ~~terms~~forfeiture ~~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~~our ~~holders~~sponsor of at2,030,585 ~~least~~founder ~~50%~~shares ofin the ~~then~~aggregate ~~outstanding~~prior ~~public warrants~~ to ~~make~~our ~~any~~initial ~~change that adversely affects the interests of the registered holders of~~ public ~~warrants~~offering and ~~forward purchase warrants. Accordingly, we may amend the terms of the public warrants~~ in aconnection ~~manner adverse to a holder if holders of at least 50% of the then outstanding public warrants and forward purchase warrants approve of such amendment and, solely~~ with ~~respect to any amendment to~~ the ~~terms~~partial offorfeiture ~~the private placement warrants or any provision~~ of the ~~warrant~~underwriters’ ~~agreement~~over-allotment ~~with~~option. ~~respect~~On toAugust ~~the~~1, ~~private placement warrants~~2023, ~~50%~~pursuant ~~of the number of the then-outstanding private placement warrants. Although our ability~~ to ~~amend~~ the ~~terms~~Class ofB ~~the~~Conversion ~~public~~in ~~warrants~~connection with the ~~consent of at least 50% of the then outstanding public warrants and forward purchase warrants is unlimited~~Extension, ~~examples of such amendments could be amendments to~~6, ~~among other things~~594,415 ~~increase~~founder ~~the~~shares ~~exercise~~were ~~price~~converted offrom ~~the~~Class ~~warrants,~~B ~~convert~~ordinary ~~the warrants into cash or~~ shares ~~(at~~to ~~a ratio different than initially provided), shorten the exercise period or decrease the number of~~ Class A ordinary shares ~~purchasable~~on ~~upon exercise of~~ a ~~warrant~~one-for-one basis.

~~Our~~(4) ~~warrant~~The ~~agreement~~initial ~~designates~~shareholders’ ~~the~~total ~~courts~~investment ofin the ~~State~~equity of ~~New~~our ~~York~~company, orinclusive ~~the~~of ~~United States District Court for~~ the ~~Southern~~founder ~~District~~shares ofand ~~New York as~~ the ~~sole~~private ~~and~~placement ~~exclusive~~warrants ~~forum~~(excluding ~~for~~any ~~certain~~public ~~types~~shares ofpurchased ~~actions and proceedings that may be initiated~~ by ~~holders~~the ofinitial ~~our warrants~~shareholders), ~~which~~is ~~could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with our company~~$8,450,532.

~~Our~~Based ~~warrant~~on ~~agreement~~these ~~provides that~~assumptions, ~~subject~~each toClass ~~applicable~~A ~~law~~ordinary share would have an implied value of $6.64 per share upon completion of our initial business combination, ~~(i)~~representing a 33.6% decrease from the initial implied value of $10.00 ~~any~~per ~~action,~~public ~~proceeding~~share. orWhile ~~claim~~the ~~against~~implied usvalue ~~arising~~of ~~out~~$6.64 per share upon completion of orour ~~relating~~initial business incombination ~~any~~would ~~way~~represent a significant dilution to the ~~warrant~~public ~~agreement~~shareholders, ~~including~~this ~~under~~would ~~the~~still ~~Securities~~represent ~~Act,~~an ~~will~~increase bein ~~brought~~value for ~~and~~the ~~enforced~~initial inshareholders relative to the ~~courts~~initial purchase price of the ~~State~~founder ofshares. ~~New~~At ~~York~~$6.64 orper share, the ~~United~~6,594,415 ~~States~~Class ~~District~~A ~~Court~~ordinary shares ~~for~~that the ~~Southern~~initial ~~District~~shareholders would own upon completion of ~~New~~our ~~York,~~initial ~~and~~business combination (iiexcluding any public shares purchased by the initial shareholders) ~~that~~ wewould ~~irrevocably~~have ~~submit~~an toaggregate ~~such~~implied ~~jurisdiction~~value of approximately $43,786,916. ~~which~~As ~~jurisdiction~~a ~~shall~~result, beeven if the ~~exclusive~~trading ~~forum~~price of ~~for~~the ~~any~~Class ~~such~~A ~~action~~ordinary shares significantly declines, ~~proceeding~~the orinitial ~~claim~~shareholders will stand to make significant profit on their investment in our company. In Weaddition, ~~will~~the ~~waive~~initial shareholders could potentially recoup their entire investment in our company (excluding any ~~objection~~public toshares ~~such~~purchased ~~exclusive~~by ~~jurisdiction~~the initial shareholders) even if the trading price of the Class A ordinary shares was as low as $1.28 per share and ~~that~~even ~~such~~if ~~courts~~the ~~represent~~private placement warrants are worthless. The initial shareholders may therefore be economically incentivized to complete an ~~inconvenient~~initial ~~forum~~business combination with a riskier, weaker-performing or less-established target business, or on terms less favorable to the public shareholders, rather than liquidating the company. This dilution would increase to the extent that public shareholders seek further redemptions from the trust account for their public shares.

Notwithstanding the foregoing, these provisions of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York, or a foreign action, in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions, or an enforcement action, and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.42

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants were issued in registered form under the Warrant Agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The Warrant Agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 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 manner adverse to a holder if holders of at least 50% of the then outstanding public warrants approve of such amendment and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then-outstanding private placement warrants. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or shares (at a ratio different than initially provided), shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

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

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

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

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

We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

We have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. None of the private placement warrants will be redeemable by us in these circumstances for so long as they are held by our sponsor or its permitted transferees. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.

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by our sponsor or its permitted transferees. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted transferees.

In addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant, upon a minimum of 30 days’ prior written notice of redemption, provided that the last reported sale price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (i) may be less than the value the holders would have received if they had exercised their warrants at a later time when the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants.

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

We issued warrants to purchase 13,188,830 Class A ordinary shares as part of the units offered in our initial public offering and, simultaneously with the closing of our initial public offering, we issued in a private ~~placement~~placements an aggregate of 8,~~150~~425,~~000~~532 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share. ~~We may also issue up to 1,000,000 forward purchase warrants in connection with the issuance of forward purchase securities under the forward purchase agreements.~~ There are currently 6,594,415 founder shares outstanding. The founder shares are automatically convertible into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment as set forth herein. In addition, if our sponsor or an affiliate of our sponsor or certain of our officers and directors makes any working capital loans, such lender may convert those loans into up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant.

To the extent we issue Class A ordinary shares for any reason, including to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of these warrants and conversion rights could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business combination. Therefore, our warrants and founder shares may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

Because each unit contains one-half of one warrant and only a whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.

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

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~~Table~~A provision of ~~Contents~~the Warrant Agreement may make it more difficult for us to consummate an initial business combination.

If (i) we issue additional Class A ~~provision~~ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our ~~warrant~~initial ~~agreement~~business combination at a Newly Issued Price (as defined in the Warrant Agreement) of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the Market Value (as defined in the Warrant Agreement) of our Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

If (i) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued Price (as defined in the warrant agreement) of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the Market Value (as defined in the warrant agreement) of our Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

A market for our securities may not develop, which would adversely affect the liquidity and price of our securities.

The price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions, including as a result of the COVID-19 ~~outbreak~~pandemic, Russian invasion of Ukraine, the Israel/Hamas conflict and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases). Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

Our warrants are accounted for as a warrant liability and are recorded at fair value with any changes in fair value each period reported in earnings, which may have an adverse effect on the market price of our securities or may make it more difficult for us to consummate an initial business combination.

We ~~currently have no warrants outstanding. We~~ account for ~~these~~our warrants as a warrant liability, which means that we record them at fair value with any changes in fair value each period reported in earnings as determined by us based upon a valuation report obtained from an independent third party valuation firm. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities, including as a result of increased volatility in our earnings due to fluctuations in the value of the warrants as well as increased costs associated with obtaining such valuations. In addition, potential targets may seek a business combination partner that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.

General Risk Factors

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

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

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

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

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certain information they may deem important. We could be an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Class A ordinary shares held by non-affiliates exceeds $700 million as of any June 30 before that time, in which case we would no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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

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

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

Provisions in our memorandum and articles of association and Cayman Islands law may have the effect of discouraging lawsuits against our directors and officers.

Cayman Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against willful default, fraud or the consequences of committing a crime. Our memorandum and articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We purchased a policy of directors’ and officers’ liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers and directors.

Our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

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Our indemnification obligations 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.

We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

AsIn recent years, the number of special purpose acquisition companies evaluating targets ~~increases~~increased substantially, and attractive targets ~~may~~have become scarcer ~~and there may be more competition for attractive targets~~. This could increase the valuations of business combination targets and 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.

~~The~~In recent years, the number of special purpose acquisition companies ~~that~~evaluating ~~have~~targets ~~been~~increased ~~formed~~substantially, ~~has~~and ~~increased~~attractive ~~substantially~~targets have become scarcer. Many potential targets for special purpose acquisition companies have already entered into an initial business combination, and there are still many special purpose acquisition companies seeking targets for their initial business combination, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable target and to consummate an initial business combination. In addition, because there are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

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

We depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data.

As an early-stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, ~~cyber~~cybersecurity 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.

Because we are incorporated under the laws of the Cayman Islands, your ability to protect your rights through the U.S. Federal courts may be limited.

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

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

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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.

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

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

Proposals by the Biden administration could lead to changes in tax laws that could negatively impact our effective tax rate and subject our shareholders to negative tax consequences.

The Biden administration has proposed increases, among other things, to the U.S. corporate income tax rate from 21% to 28%, and to the top tax rate on capital gains. If any of these (or similar) proposals are ultimately enacted into law, in whole or in part, they could have a negative impact to our effective tax rate and subject our shareholders to negative tax consequences. We cannot predict the likelihood, timing or substance of U.S. tax reform and will continue to monitor the progress of U.S. tax reform, as well as other global tax reform initiatives.

Adverse developments affecting the financial services industry could adversely affect our liquidity, financial condition and results of operations, either directly or through adverse impacts on certain of our vendors and customers.

Adverse developments that affect financial institutions, such as events involving liquidity that are rumored or actual, have in the past and may in the future lead to bank failures and/or market-wide liquidity problems. These events could have an adverse effect on our financial condition and results of operations, either directly or through an adverse impact on certain of our vendors and customers. For example, on March 10, 2023, Silicon Valley Bank was closed by the California Department of Financial Protection and Innovation, which appointed the Federal Deposit Insurance Corporation (“FDIC”) as receiver. Similarly, on March 12, 2023, Signature Bank was put into receivership. Since that time, there have been reports of instability at other U.S. banks. Although the Federal Reserve Board, the Department of the Treasury and the FDIC have taken steps to ensure that depositors at Silicon Valley Bank and Signature Bank can access all of their funds, including funds held in uninsured deposit accounts, and have taken additional steps to provide liquidity to other banks, there is no guarantee that, in the event of the closure of other banks or financial institutions in the future, depositors would be able to access uninsured funds or that they would be able to do so in a timely fashion.

To date, we have not experienced any adverse impact to our liquidity, financial condition or results of operations as a result of the events described above. However, failures of other banks or financial institutions may expose us to additional risks, either directly or through the effect on vendors or other third parties, and may lead to significant disruptions to our operations, financial condition and reputation. Moreover, uncertainty remains over liquidity concerns in the broader financial services industry. Our business may be adversely impacted by these developments in ways that we cannot predict at this time, there may be additional risks that we have not yet identified, and we cannot guarantee that we will be able to avoid negative consequences directly or indirectly from any failure of one or more banks or other financial institutions.

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

As of December 31, 2022, we had $515,534 in cash held outside of the Trust Account and a working capital surplus of $141,303. Further, we have incurred and expect to continue to incur significant costs undertaking in-depth due diligence and negotiating our initial business combination agreement. Our plans to raise capital and to consummate our initial business combination may not be successful. These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans to address this need for capital are discussed under “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report. The financial statements contained in this Annual Report do not include any adjustments that might result from the outcome of this uncertainty.

Item 1B. Unresolved Staff Comments.

None.

Item 1C. Cybersecurity.

We are a special purpose acquisition company with no business operations. Since our initial public offering, our sole business activities have been identifying and evaluating suitable initial business combination candidates, including with respect to the Proposed Business Combination, and completing an extension of the period of time in which we must consummate an initial business combination. Therefore, we do not believe that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks from cybersecurity threats, if any. To our knowledge, we have not encountered any cybersecurity incidents since our initial public offering. However, see “Item 1A. Risk Factors — Cybersecurity incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss” for more information regarding the potential impact of cybersecurity incidents on our business.

Item 2. Properties.

We do not own any real estate or other physical properties materially important to our operation. We currently maintain our principal executive offices at 31280 ~~Lagoon~~El ~~Drive~~Camino Real, Suite ~~170~~ 200, ~~Redwood~~Menlo ~~City~~Park, California ~~94065~~94025, and our telephone number is (~~260~~415) ~~515~~205-~~9113~~7937. ~~Our~~The ~~executive~~cost ~~offices~~for ~~are~~this ~~provided~~space tois usincluded byin ~~EWI~~the ~~Capital~~$30,000 anper-month aggregate ~~affiliate~~fee ~~of our Chief Executive Officer and a member of our sponsor. We have agreed to pay~~ EWI Capital abegan ~~total~~charging ofus ~~$30,000 per month~~ for office space and ~~payment~~administrative ofsupport, ~~administrative~~commencing ~~personnel~~on ~~providing~~October ~~services~~29, 2021, pursuant to ~~members~~a letter ofagreement ~~our~~between ~~management~~us ~~team~~and EWI Capital. We consider our current office space adequate for our current operations.

Item 3. Legal Proceedings.

~~None~~There is no material litigation, arbitration, governmental proceeding or any other legal proceeding currently pending or known to be contemplated against us or any members of our management team in their capacity as such.

Item 4. Mine Safety Disclosures.

Not applicable.

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PART II

Market Information

Our units, Class A ordinary shares and warrants are each traded on the Nasdaq Global Market under the symbols “PEGRU,” “PEGR” and “PEGRW,” respectively. Our units commenced public trading on November 2, 2021, and our Class A ordinary shares and warrants commenced separate public trading on December 20, 2021. Each unit consists of one Class A ordinary share and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. Those units not separated continue to trade under the symbol “PEGRU.”

Holders of Record

As of ~~March~~April 1816, ~~2022~~2024, there was one holder of record of our units, ~~one~~18 ~~holder~~holders of record of our Class A ordinary shares, 16one ~~holders~~holder of record of our Class B ordinary shares and two holders of record of our warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose units, Class A ordinary shares and warrants are held of record by banks, brokers and other financial institutions.

Dividends

We have not paid or declared any cash dividends on our ordinary shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors at such time, and we will only pay such dividend out of our profits or share premium (subject to solvency requirements) as permitted under Cayman Islands law. Further, if we incur any indebtedness in connection with our initial business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith. In addition, we are not currently contemplating and do not anticipate declaring any share dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Offerings

Unregistered Sales

The sales of the ~~Founder~~founder ~~Shares~~shares and ~~Private~~private ~~Placement~~placement warrants ~~Warrants~~ to our sponsor and our initial shareholders as described herein were ~~deemed~~made pursuant to bethe ~~exempt~~exemption from registration ~~under the Securities Act,~~ contained in ~~reliance on~~ Section 4(a)(2) of the Securities Act. Our sponsor, as ~~transactions~~initial bypurchaser of the founder shares and the private placement warrants, is an ~~issuer~~accredited ~~not~~investor ~~involving~~for apurposes ~~public~~of ~~offering~~Rule 501 of Regulation D.

~~Use~~On October 25, 2023, we issued an unsecured promissory note to our sponsor, whereby our sponsor has agreed to loan up to $500,000 to us for working capital needs. Additionally, on January 26, 2024, we issued an unsecured promissory note to Srinath Narayanan (our President and Chief Executive Officer), whereby Mr. Narayanan has agreed to loan up to $375,000 to us for working capital needs. Each loan accrues no interest on the unpaid principal balance and is due on the earlier of ~~Proceeds~~(i) the date on which we consummate our initial business combination and (ii) the date that our winding up is effective. As of the date of this report, we had an aggregate outstanding balance of $850,000 under such notes. The issuances of such notes were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

On October 28, 2021, our registration statement on Form S-l (File No. 333-254695) was declared effective by the SEC for our initial public offering, pursuant to which we sold an aggregate of 26,377,660 units (including the issuance of 1,377,660 units as a result of the underwriters’ partial exercise of their over-allotment option) at an offering price to the public of $10.00 per unit for an aggregate offering price of $263,776,600, with each unit consisting of one Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. J.P Morgan Securities LLC and BofA Securities, Inc. acted as the representatives for the underwriters (the “Underwriters”). The initial public offering did not terminate before all of the securities registered in our registration statement were sold. The Public Offering was consummated on November 2, 2021. The net proceeds from the initial public offering and the sale of the private placement warrants, including the underwriters’ deferred underwriting discounts fee of $9,232,181, are held in the trust account as of December 31, 2022. We paid approximately $5,275,532 in underwriting discounts. No payments were made by us to directors, officers or persons owning ten percent or more of our ordinary shares or to their associates, or to our affiliates. There has been no material change in the planned uses of proceeds from the initial public offering as described in our final prospectus dated October 28, 2021, which was filed with the SEC.

Use of Proceeds; Purchases of Equity Securities by the Issuer and Affiliated Purchasers

~~None~~On October 28, 2021, our registration statement on Form S-l (File No. 333-254695) was declared effective by the SEC for our initial public offering, pursuant to which we sold an aggregate of 26,377,660 units (including the issuance of 1,377,660 units as a result of the underwriters’ partial exercise of their over-allotment option) at an offering price to the public of $10.00 per unit for an aggregate offering price of $263,776,600, with each unit consisting of one Class A ordinary share and one-half of one warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share. J.P Morgan Securities LLC and BofA Securities, Inc. acted as the representatives for the underwriters. Our initial public offering did not terminate before all of the securities registered in our registration statement were sold and was consummated on November 2, 2021. The closing of the partial exercise of the underwriters’ over-allotment option was subsequently consummated on November 17, 2021. The net proceeds from our initial public offering, including the partial exercise of the over-allotment option, and a portion of the proceeds of the sales of the private placement warrants, including the underwriters’ deferred underwriting discounts fee of $9,232,181, were placed in the trust account. We paid approximately $5,275,532 in underwriting discounts. On November 3, 2021, we repaid the outstanding balance under an unsecured promissory note issued to our sponsor with respect to expenses of our initial public offering. There has been no material change in the planned uses of proceeds from the initial public offering as described in the final prospectus for our initial public offering.

44On April 17, 2023 and April 27, 2023, pursuant to the Deferred Fee Waivers, the underwriters of our initial public offering gratuitously waived their rights to 100% of the deferred fee payable to such underwriters upon completion of our initial business combination pursuant to the Underwriting Agreement, totaling $9,232,181.

~~Table~~In connection with the implementation of ~~Contents~~the Extension, (i) on August 1, 2023, our initial shareholders voluntarily elected to convert 6,594,414 founder shares from Class B ordinary shares to Class A ordinary shares on a one-for-one basis in accordance with our memorandum and articles of association, and (ii) we redeemed 15,498,302 Class A ordinary shares tendered for redemption by our public shareholders, at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $161.3 million. After the satisfaction of the Extension Redemption, the balance in the trust account was approximately $113.2 million. Upon completion of the Class B Conversion followed by the Extension Redemption, 17,473,772 Class A ordinary shares and one Class B ordinary share remain issued and outstanding. Notwithstanding the Class B Conversion, the holders of founder shares will not be entitled to receive any funds held in the trust account with respect to any such converted shares.

Item 6. Selected Financial Data.

[Reserved].

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

References in this Annual Report to “we,” “us” or the “Company” refer to Project Energy Reimagined Acquisition Corp. References to our “management” or our “management team” refer to our officers and directors, and references to the “sponsor” refer to Smilodon Capital, LLC. The following discussion and analysis of ~~the Company’s~~ our financial condition and results of operations should be read in conjunction with ~~the~~our audited financial statements and the notes related thereto contained elsewhere in this ~~Annual Report~~report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Cautionary Note Regarding Forward-Looking Statements,” “Risk Factors Summary,” “Item 1A. Risk Factors” and elsewhere in this report.

In addition to the risks and uncertainties set forth in this report, we face certain material risks and uncertainties related to the Proposed Business Combination. If we succeed in effecting the Proposed Business Combination, we will face additional and different risks and uncertainties related to the business of the combined company. For more information regarding the risk factors related to the Proposed Business Combination, see the Form F-4 filed by Holdco in connection with the Proposed Business Combination and the related definitive proxy statement/prospectus filed by Holdco and our company with the SEC on March 19, 2024.

Overview

We are a blank check company incorporated on February 10, 2021 as a Cayman Islands exempted company. Our business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, ~~(referred~~which we refer to ~~in this Annual Report~~ as our initial business combination). ~~We have not selected any specific target business.~~ While we may pursue an initial business combination in any industry, sector or geographic region, we ~~intend~~have tofocused ~~focus~~ on targets that enable what we call the “Electric Grid 2.0”. We believe the “Electric Grid 2.0” addresses several mega trends that are creating a long tail of value-creating opportunities within the energy storage value-chain, including: (i) climate change and mandated reduction of GHG emissions, with a resulting increase in the share of renewable power generation (and associated grid-stability challenges); (ii) electrification of transportation, AI enabled grid optimization, V2G and V2X technology and smart battery management systems; and (iii) second life use of batteries and end of life battery recycling. Our mission is to partner with companies that have a roadmap to execute on the world’s energy transition to clean energy, and more specifically, those that enable technological advances to facilitate the increasing demand for energy storage. We ~~will~~ seek to partner with a company that shares our overarching goal of solving goal seven of the United Nations Sustainable Development Goals to “ensure access to affordable, reliable, sustainable and modern energy for all” while utilizing our combined experience to drive sustainable growth and long-term economic value.

On November 2, 2021, we ~~the Company~~ consummated ~~its~~our initial public offering ~~(the “Initial Public Offering”)~~ of 25,000,000 units at $10.00 per unit ~~(each, a “Unit”)~~. Each ~~Unit~~unit consists of one Class A ordinary share ~~(the “Public Shares”)~~ and one-half of one redeemable warrant. Each whole warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment. On November 17, 2021, the underwriters of ~~the~~our ~~Initial~~initial ~~Public~~public ~~Offering~~offering purchased an additional 1,377,660 units, due to a partial exercise of their over-allotment option, generating gross proceeds of $13,776,600.

We expect to continue to incur significant costs in the pursuit of our acquisition plans, including in connection with the Proposed Business Combination. We cannot assure you that our plans to complete the Proposed Business Combination will be successful.

Recent Developments

Letter of Intent and Extension

On April 25, 2023, we entered into a non-binding letter of intent with respect to an initial business combination. As a result, pursuant to our memorandum and articles of association (as then in effect), we had until August 2, 2023 to complete an initial business combination, which date has been subsequently extended to May 2, 2024 pursuant to the Extension approved at the Extension Meeting. If we are unable to complete our initial business combination by such date (or such later date as may be approved by our shareholders at a meeting called for such purpose at which our shareholders will be given the opportunity to have their public shares redeemed for a pro rata portion of the funds in the trust account), we will then liquidate in accordance with our memorandum and articles of association. No assurances can be made that we will successfully complete an initial business combination.

Deferred Underwriting Fee Waivers

On April 17, 2023 and April 27, 2023, pursuant to the Deferred Fee Waivers, the underwriters of our initial public offering gratuitously waived their rights to 100% of the deferred fee payable to such underwriters upon completion of our initial business combination pursuant to the Underwriting Agreement, totaling $9,232,181.

Non-Redemption Agreements

On July 25, 2023, we entered into one or more Non-Redemption Agreements with one or more unaffiliated third parties in exchange for them each agreeing not to redeem an aggregate of 760,000 public shares in connection with certain proposals considered and voted upon at the Extension Meeting, in exchange for our agreeing to issue or cause to be issued to each such investor 138,000 Post-Combination Shares at the time of our initial business combination. We subsequently entered into additional Non-Redemption Agreements with unaffiliated third parties on the same or similar terms reflecting the above ratio of non-redeemed public shares to Post-Combination Shares, in each case with respect to the Extension Meeting. Pursuant to all such Non-Redemption Agreements, we have agreed to issue or cause to be issued to such investors an aggregate of 1,645,596 Post-Combination Shares. In addition, we have agreed that we will not utilize any funds from the trust account to pay any potential excise taxes that may become due pursuant to the IR Act upon a redemption of public shares, including in connection with the Extension, an initial business combination or our liquidation.

Extension Meeting

On August 1, 2023, we held the Extension Meeting at which our shareholders approved the following items: (i) a proposal to amend our memorandum and articles of association (as then in effect) to extend the date by which we must consummate an initial business combination from August 2, 2023 to May 2, 2024, or such earlier date as determined by our board of directors, for a total extension of up to nine months (such proposal, the “Extension Amendment Proposal”); (ii) a proposal to amend our memorandum and articles of association (as then in effect) to eliminate (a) the limitation that we shall not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 following such redemptions and (b) the limitation that we shall not consummate an initial business combination unless we have net tangible assets of at least $5,000,001 upon consummation of such business combination (the “Redemption Limitation Amendment Proposal”); (iii) a proposal to amend our memorandum and articles of association (as then in effect) to provide for the right of holders of Class B ordinary shares to convert such Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time at the option of the holder (the “Founder Share Amendment Proposal”, and collectively with the Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the “Articles Amendment Proposals”); (iv) a proposal to amend the Trust Agreement (as then in effect) to provide for the Extension (the “Trust Amendment Proposal”); (v) a proposal to re-appoint Michael Browning to our board of directors to serve until the third annual general meeting of shareholders following the Extension Meeting or until his successor is elected and qualified; and (vi) a proposal to ratify the selection by our audit committee of Marcum LLP to serve as our independent registered public accounting firm for the fiscal year ending December 31, 2023.

Effective upon the approval of the Articles Amendment Proposals and the Trust Amendment Proposal, on August 1, 2023, (i) our memorandum and articles of association (as then in effect) were amended pursuant to the resolutions set forth in the Articles Amendment Proposals, and (ii) we entered into the Trust Amendment with Continental Stock Transfer & Trust Company, as trustee.

On August 1, 2023, in connection with and following the approval of the Articles Amendment Proposals and the Trust Amendment Proposal, (i) pursuant to the Class B Conversion, holders of 6,594,414 Class B ordinary shares voluntarily elected to convert such Class B ordinary shares to Class A ordinary shares, on a one-for-one basis, in accordance with our memorandum and articles of association as amended pursuant to the Articles Amendment Proposals, and (ii) our public shareholders elected to redeem 15,498,302 Class A ordinary shares at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately $161.3 million. After the satisfaction of the Extension Redemption, the balance in the trust account was approximately $113.2 million. Upon completion of the Class B Conversion followed by the Extension Redemption, 17,473,772 Class A ordinary shares and one Class B ordinary share remain issued and outstanding.

Subsequent to the period covered by this report, on April 8, 2024, we filed a preliminary proxy statement in connection with a possible further extension of the period of time in which we must consummate an initial business combination. We are preparing for such extension out of an abundance of caution if unforeseen events arise that would delay the consummation of the Proposed Business Combination beyond May 2, 2024. If we consummate the Proposed Business Combination on or prior to May 2, 2024, we would expect to abandon our efforts to seek such extension.

Nasdaq Notice

On August 18, 2023, we received a notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC indicating that we were not then in compliance with Nasdaq Listing Rule 5250(c)(1) due to a delay in filing our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 with the SEC. The notice was only a notification of deficiency, not of imminent delisting, and had no effect on the listing or trading of our securities on the Nasdaq Global Market. Upon the filing of such Quarterly Report on September 5, 2023, we have regained compliance with such rule.

Proposed Business Combination

On October 2, 2023, we entered into the Business Combination Agreement with Holdco, Merger Sub, the Seller and Heramba, which provides for the Proposed Business Combination. On December 6, 2023, Holdco initially filed with the SEC the Form F-4 in connection with the Proposed Business Combination, which was subsequently amended on January 16, 2024, February 27, 2024 and March 15, 2024. The Form F-4 contains a preliminary proxy statement/prospectus that constitutes (i) a preliminary proxy statement relating to the Proposed Business Combination in connection with our solicitation of proxies for the vote by our shareholders regarding the Proposed Business Combination and related matters, as described in the Form F-4, and (ii) a preliminary prospectus relating to, among other things, the offer of the securities to be issued by Holdco in connection with the Proposed Business Combination.

Subsequent to the period covered by this report, on March 19, 2024, the Form F-4 was declared effective by the SEC, and Holdco and our company filed the definitive proxy statement/prospectus with the SEC. On or about March 19, 2024, we commenced the mailing of the definitive proxy statement/prospectus and other relevant documents to our shareholders as of March 1, 2024, the record date established for voting on the Proposed Business Combination. The terms of the Business Combination Agreement and other related ancillary agreements, including those noted below, are summarized in more detail in the Form F-4 and the definitive proxy statement/prospectus.

Also subsequent to the period covered by this report, on March 28, 2024, we held the Business Combination Meeting to consider and vote upon the proposals set forth in the definitive proxy statement/prospectus. At the Business Combination Meeting, our shareholders approved the Business Combination Proposal, the Merger Proposal and each of the Advisory Governance Proposals, in each case as defined and described in more detail in the definitive proxy statement/prospectus. The final proposal, set forth as the Adjournment Proposal in the definitive proxy statement/prospectus, was not presented to our shareholders for vote. We expect the Proposed Business Combination to close, and the Holdco Ordinary Shares and Holdco Warrants to be listed on Nasdaq under the ticker symbols “PITA” and “PITAW,” respectively, as soon as practicable.

Business Combination Agreement

Pursuant to the Business Combination Agreement, each of the following transactions will occur in the following order: (i) immediately prior to the Merger Effective Time, (1) each of our issued and outstanding units will be automatically separated into its component securities and (2) the sole issued and outstanding Class B ordinary share will be automatically converted into one Class A ordinary share; (ii) at the Merger Effective Time, we will enter into a plan of merger with Merger Sub, pursuant to which Merger Sub will merge with and into our company, with our company being the Surviving Company in the Merger and becoming a direct, wholly owned subsidiary of Holdco; (iii) at the Merger Effective Time, (a) each Class A ordinary share issued and outstanding immediately prior to the Merger Effective Time (which, for the avoidance of doubt, will include the Class A ordinary shares held as a result of the Unit Separation and the Closing Class B Conversion) will be automatically cancelled in exchange for the right to be issued one Holdco Ordinary Share, (b) each public warrant will remain outstanding but will be automatically adjusted to become one Holdco Public Warrant, (c) each private placement warrant will remain outstanding but will be automatically adjusted to become one Holdco Private Warrant, (d) each Class A ordinary share properly tendered for redemption and issued and outstanding immediately prior to the Merger Effective Time will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid a pro rata portion of the trust account pursuant to our memorandum and articles of association, (e) each dissenting ordinary share issued and outstanding immediately prior to the Merger Effective Time held by a dissenting shareholder will be automatically cancelled and cease to exist and will thereafter represent only the right to be paid the fair value of such dissenting ordinary share and such other rights as are granted by the Companies Act and (f) each ordinary share of Merger Sub issued and outstanding at the Merger Effective Time will be automatically cancelled in consideration for the issuance of one validly issued, fully paid and non-assessable ordinary share of par value $1.00 in the Surviving Company; (iv) immediately following the Merger Effective Time, pursuant to a transfer agreement to be entered into by and between the Seller and Holdco, the Seller will transfer as a contribution to Holdco, and Holdco will assume from the Seller, the shares in Heramba, all of which are held by the Seller, in exchange for the issuance by Holdco of the Share Consideration to Seller; and (v) all Holdco Deferred Shares shall within one month of the Merger Effective Time be surrendered by the holder thereof to Holdco for nil consideration and such Holdco Deferred Shares shall thereafter be held as treasury shares by Holdco in satisfaction of the minimum capital requirements for a public limited company under Irish law.

The consummation of the Proposed Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among others, the Holdco Ordinary Shares being approved for listing on Nasdaq or another national securities exchange and the execution of various transaction agreements. There can be no assurance as to whether or when the Proposed Business Combination will be consummated.

Heramba Sole Shareholder Written Consent

Concurrently with the execution and delivery of the Business Combination Agreement, the Seller, as the sole shareholder of Heramba, delivered to us a written consent pursuant to which, among other things, it approved the execution of the Business Combination Agreement and related ancillary agreements, and approved the transactions contemplated thereby.

Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, we entered into the Sponsor Support Agreement with Heramba and our sponsor, pursuant to which, among other things, our sponsor (a) agreed to vote any ordinary shares held by it as of the record date established for voting on the Proposed Business Combination in favor of the Business Combination Agreement, the Proposed Business Combination and each of the proposals set forth in the Form F-4, and against any action that would reasonably be expected to impede the completion of the Proposed Business Combination as described therein, (b) agreed not to transfer such shares until the earliest of the Closing of the Proposed Business Combination or the termination of the Business Combination Agreement, except as set forth therein, (c) agreed not to redeem such shares in connection with the Proposed Business Combination (which waiver of redemption rights was initially provided in connection with our initial public offering in consideration for receipt of founder shares, and for certain covenants and commitments pursuant to a letter agreement entered into at the time of our initial public offering, and without any separate consideration paid in connection with providing such waiver) and (d) waived certain anti-dilution rights with respect to any such shares that are Class B ordinary shares.

Share Contribution Agreement

In connection with the Closing, the Seller and Holdco will enter into the Share Contribution Agreement immediately following the Merger Effective Time, pursuant to which the Seller will transfer as a contribution to Holdco, and Holdco will assume from the Seller, the Contributed Shares in exchange for the issuance by Holdco of the Share Consideration to the Seller.

Lock-Up Agreement

In connection with the Closing, Holdco and certain holders of Holdco securities upon the Closing, including our sponsor, certain of our directors and executive officers and certain Heramba shareholders holding greater than 5% of the outstanding Holdco Ordinary Shares upon the Closing, will enter into the Lock-Up Agreement, pursuant to which, among other things, each of such holders will agree to not effect any sale or distribution of the Lock-Up Securities (as defined therein), subject to certain customary exceptions set forth in the Lock-Up Agreement, until the earliest of: (i) the twelve month anniversary of the Closing Date, (ii) such time that the trading price of the Holdco Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 calendar days after the Closing Date, and (iii) such date on which Holdco completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all Holdco shareholders having the right to exchange their Holdco Ordinary Shares for cash, securities or other property. The Lock-Up Securities include up to 5,422,698 Holdco Ordinary Shares to be issued in exchange for the founder shares held by our sponsor and certain of our officers and directors, and 34,000,000 Holdco Ordinary Shares to be held by certain Heramba shareholders.

Registration Rights Agreement

In connection with the Closing, Holdco and certain holders of Holdco securities upon the Closing, including our sponsor, will enter into the Registration Rights Agreement, pursuant to which, among other things, Holdco will agree to register for resale, pursuant to Rule 415 under the Securities Act, certain Holdco Ordinary Shares and other equity securities of Holdco that are held by the parties thereto from time to time. In addition, Holdco will agree to provide such holders with customary demand and piggyback registration rights with respect to the Registrable Securities (as defined therein). Such Registrable Securities are expected to include up to 6,594,415 Holdco Ordinary Shares to be issued in exchange for the founder shares, 8,425,532 Holdco Private Warrants resulting from the automatic adjustment of our private placement warrants at the Merger Effective Time (and the Holdco Ordinary Shares underlying such Holdco Private Warrants), 1,645,596 Holdco Ordinary Shares to be issued as the Post-Combination Shares under the Non-Redemption Agreements, and 36,700,000 Holdco Ordinary Shares to be held by certain Heramba shareholders.

Amended and Restated Warrant Agreement

In connection with the Closing, prior to the Merger Effective Time, we will enter into the Amended and Restated Warrant Agreement with Holdco and Continental Stock Transfer & Trust Company, as warrant agent, and any successor warrant agent, pursuant to which the terms and conditions of the Warrant Agreement will be amended and restated to, among other things, reflect the automatic adjustment of our public warrants to Holdco Public Warrants and our private placement warrants to Holdco Private Warrants.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities since February 10, 2021 (inception) have been organizational activities and those necessary to prepare for our initial public offering and, subsequent to our initial public offering, the ~~Initial~~search ~~Public~~for a ~~Offering~~target for our initial business combination and the completion of the Extension. We do not expect to generate any operating revenues until after completion of our initial business combination. We generate non-operating income in the form of ~~interest~~dividend income, interest income or gains on investments ~~held~~on inthe ~~our~~cash ~~trust~~and ~~account~~investments (held in the ~~“Trust~~trust ~~Account”)~~account. Our expenses have increased substantially after the closing of our initial public offering. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We are also incurring expenses in connection with the Proposed Business Combination.

For the year ended December 31, ~~2022~~2023, we had net income of $133,~~274~~648,~~685~~218, which resulted from ~~gains~~interest onand ~~the~~dividend ~~change~~income inon ~~fair~~investments ~~value~~held ofin ~~warrant~~the ~~liabilities~~trust account of $119,~~239~~786,~~468~~497, ~~interest~~a ~~and~~gain ~~dividend income~~ on ~~investments~~waiver ~~held~~of indeferred underwriting ~~Trust~~commissions ~~Account~~by underwriter of $3456,~~699~~993,~~187,~~ ~~gains~~and onunrealized ~~the~~gain on change in fair value of ~~the~~warrant ~~forward~~liabilities ~~purchase agreement~~ of $~~119~~203,~~065~~744, ~~and gains on investments held~~ offset in ~~the~~part ~~Trust~~by ~~Account~~operating costs of $24,~~900~~949,751, ~~offset~~and inunrealized ~~part~~loss byon ~~operating~~fair ~~costs~~value of derivative liability - forward purchase agreement of $1,~~785~~849,~~935~~265.

For the ~~period~~year ~~from~~ended ~~February 10, 2021 (inception) through~~ December 31, ~~2021~~2022, we had a net income of $613,~~418~~274,~~686~~685, which resulted from aunrealized gain on change in ~~the~~ fair value of warrant liabilities of $911,~~378~~239,~~431~~468, interest ~~offset~~and individend ~~part~~income byon ~~expensed~~investments ~~offering~~held ~~costs~~in the trust account of $23,~~089~~699,~~260~~187, ~~change~~the inunrealized gain on fair value of derivative liability— - forward purchase agreement of $~~426~~119,~~600~~065, ~~operating~~ and ~~formation~~gain ~~costs~~on investments held in trust of $~~440~~2,~~985~~900, ~~and~~offset ain ~~loss~~part onby ~~investments~~the ~~held~~operating incosts ~~Trust Account~~ of $21,~~900~~785,935.

45Liquidity, Capital Resources and Going Concern

~~Table~~Until the consummation of ~~Contents~~our initial public offering, our only source of liquidity was an initial purchase of founder shares by our sponsor for an aggregate of $25,000 and loans from our sponsor.

~~Liquidity~~On November 2, 2021, we consummated our initial public offering of 25,000,000 units, at $10.00 per unit, generating gross proceeds of $250,000,000. On November 12, 2021, the underwriters of our initial public offering partially exercised their over-allotment option and ~~Capital~~on ~~Resources~~November 17, 2021, purchased an additional 1,377,660 units, generating gross proceeds of $13,776,600.

~~Until~~Simultaneously with the closing ~~consummation~~ of ~~the~~our ~~Initial~~initial ~~Public~~public ~~Offering~~offering, ~~our~~we ~~only~~consummated ~~source~~the sale of ~~liquidity~~8,150,000 ~~was~~private anplacement ~~initial~~warrants ~~purchase~~at a price of ~~founder~~$1.00 ~~shares~~per byprivate placement ~~our~~warrant ~~Sponsor,~~in ~~for~~a ~~$25~~private placement to our sponsor,~~000~~ ~~and~~generating ~~loans~~gross ~~from~~proceeds ~~our~~of ~~Sponsor~~$8,150,000.

OnSimultaneously ~~November~~with 2,the closing ~~2021,~~of wethe ~~consummated~~partial ~~our~~exercise ~~Initial Public Offering~~ of ~~25,000,000~~the ~~Units,~~over-allotment ~~at $10.00 per Unit~~option, ~~generating~~we ~~gross~~consummated ~~proceeds~~the sale of ~~$250~~275,~~000,000.~~532 Onadditional ~~November~~private ~~12,~~placement ~~2021,~~warrants at ~~the~~a ~~underwriters~~price of ~~the~~$1.00 ~~Initial~~per ~~Public~~private ~~Offering~~placement ~~partially~~warrant ~~exercised~~in ~~their~~a ~~over-allotment~~private ~~option~~placement ~~and~~to onour ~~November 17~~sponsor, ~~2021, purchased an additional 1,377,660 Units (the “Over-Allotment Units”),~~ generating gross proceeds of $13275,~~776,600~~532.

~~Simultaneously~~A ~~with~~total ~~the~~of ~~closing~~$263,776,600 ($10.00 per unit) of the ~~Initial~~proceeds ~~Public~~from ~~Offering,~~ the ~~Company~~initial ~~consummated~~public offering, including the ~~sale~~partial exercise of 8the over-allotment option,~~150,000~~ and simultaneous private placements of private placement warrants ~~(“Private~~were ~~Placement~~placed ~~Warrants”)~~in atthe aTrust ~~price~~Account ofat $1J.00P. ~~per~~Morgan ~~Private~~Chase ~~Placement~~Bank, ~~Warrant~~N.A. inmaintained aby ~~private~~Continental Stock ~~placement~~Transfer to& ~~our~~Trust ~~sponsor~~Company, ~~generating~~acting ~~gross~~as ~~proceeds of $8,150,000~~trustee.

~~Simultaneously~~For ~~with~~ the ~~closing~~year ended December 31, 2023, net cash used in operating activities was $887,910, which was due to gain on waiver of ~~the~~deferred ~~exercise~~underwriting commissions by underwriter of $456,993, interest and dividend income on investments held in the ~~over-allotment~~trust ~~option~~account of $9,786,497, and the ~~Company~~unrealized ~~consummated~~gain ~~the~~on ~~sale~~fair value of ~~275~~warrant liabilities of $203,~~532~~744, ~~additional~~partially offset ~~Private~~by ~~Placement~~our ~~Warrants~~net (income of $3,648,218, the ~~“Over-Allotment~~unrealized ~~Warrants”)~~loss aton afair ~~price~~value of ~~$1.00~~derivative ~~per~~liability ~~warrant~~- inforward apurchase ~~private~~agreement ~~placement~~of to$1,849,265, and ~~our~~changes ~~sponsor,~~in ~~generating~~operating ~~gross~~assets ~~proceeds~~and liabilities of $~~275~~4,~~532~~061,841.

AFor ~~total~~the ofyear ended December 31, 2022, net cash used in operating activities was $~~263~~978,~~776~~399,~~600~~ ofwhich ~~the~~was ~~proceeds~~due to unrealized gain on fair value of ~~the~~warrant ~~sale~~liabilities of $11,239,468, ~~the~~unrealized ~~Units~~gain inon ~~the~~fair ~~Initial~~value ~~Public~~of ~~Offering,~~derivative ~~the~~liability ~~Over~~-~~Allotment~~ ~~Units,~~forward ~~the~~purchase ~~Over-Allotment~~agreement ~~Warrants~~of $119,065, interest and dividend income on investments held in the ~~Private~~trust ~~Placement~~account ~~Warrants~~of ~~were~~$3,699,187, ~~placed~~and unrealized gains on investments held in the ~~Trust~~trust ~~Account~~account atof ~~J.P.~~$2,900, ~~Morgan~~partially offset ~~Chase~~by ~~Bank,~~our ~~N.A.~~net ~~maintained~~income byof ~~Continental~~$13,274,685 ~~Stock~~and ~~Transfer~~changes &in ~~Trust~~operating ~~Company,~~assets ~~acting~~and asliabilities ~~trustee~~of $807,536.

For the year ended December 31, ~~2022~~2023, net cash ~~used~~provided inby ~~operating~~investing activities was $~~978~~161,~~399~~280,678, which was primarily due to ~~operational~~proceeds ~~costs~~from ~~paid~~the ~~during~~trust ~~the~~account ~~period~~for payment to redeeming shareholders of $161,280,678.

For the period from February 10, 2021 (inception) through December 31, 2021, net cash used in operating activities was $886,922, which was primarily due to operational and formation costs paid during the period.

There were no cash flows from investing activities for the year ended December 31, 2022.

For the ~~period~~year ~~from~~ended ~~February 10, 2021 (inception) through~~ December 31, ~~2021~~2023, net cash used in ~~investing~~financing activities ofwas $~~263~~160,~~776~~780,~~600~~678, which was ~~the~~due ~~result~~to ofpayment ~~the~~to ~~amount~~redeeming shareholders of ~~net~~$161,280,678, partially offset by proceeds from ~~the~~promissory ~~Initial~~note ~~Public Offering and the partial exercise~~ of ~~the over-allotment option being deposited to the Trust Account~~$500,000.

There were no cash flows from financing activities for the year ended December 31, 2022.

~~For~~As ~~the~~of ~~period from February 10, 2021 (inception) through~~ December 31, ~~2021~~2023, we ~~net~~had ~~cash~~marketable ~~provided~~securities byheld ~~financing activities of $266,157,455 was comprised of $258,501,068~~ in ~~proceeds from~~ the ~~issuance~~Trust ofAccount ~~units in the Initial Public Offering and the partial exercise~~ of ~~the over-allotment option, net of underwriter’s discounts paid,~~ $8115,~~425~~981,~~532~~606 inconsisting ~~proceeds from the issuance~~ of ~~warrants~~money inmarket afunds ~~private~~meeting ~~placement~~certain toconditions ~~our~~under Rule ~~sponsor,~~2a-7 ~~reimbursement~~under ~~of offering costs from~~ the ~~underwriters’~~Investment ~~pursuant~~Company ~~to the agreement letter of $527~~Act,~~553,~~ ~~proceeds~~which ~~from~~invest ~~the~~only ~~promissory note—related party of $298,629 and proceeds from the sale of Class B ordinary shares to our sponsor of $25,000, offset~~ in ~~part~~direct byU.S. ~~the~~government ~~payment~~treasury ~~of $1,321,698 for offering costs associated with the Initial Public Offering and repayment of the outstanding balance on the promissory note to our sponsor of $298,629~~obligations.

As of December 31, ~~2022~~2023, we had ~~marketable~~cash ~~securities~~of $127,624 held inoutside the Trust Account and a working capital deficit of $~~267~~4,~~475~~808,~~787~~448. ~~consisting~~We ofintend ~~money~~to ~~market~~use the funds ~~meeting~~held ~~certain~~outside ~~conditions~~the ~~under~~Trust ~~Rule~~Account ~~2a-7~~primarily ~~under~~to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the ~~Investment~~offices, ~~Company~~plants ~~Act~~or similar ~~which~~locations ~~invest~~of ~~only~~prospective intarget ~~direct~~businesses ~~U.S.~~or ~~government~~their ~~treasury~~representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete our initial business combination.

AsWe ofintend ~~December~~to ~~31,~~use ~~2022,~~substantially weall ~~had cash~~ of ~~$515,534~~the funds held ~~outside~~in the ~~Trust~~trust ~~Account~~account, including ~~and~~any aamounts ~~working~~representing ~~capital~~interest ~~surplus~~earned ofon ~~$141~~the trust account (less taxes payable,~~303~~ if any), to complete our initial business combination. We ~~intend~~may withdraw interest income (if any) to ~~use~~pay income taxes, if any. Our annual income tax obligations, if any, will depend on the ~~funds~~amount of interest and other income earned on the amounts held ~~outside~~in the ~~Trust~~trust ~~Account~~account. ~~primarily~~We toexpect ~~identify~~the ~~and~~interest ~~evaluate~~income ~~target~~earned ~~businesses,~~on ~~perform~~the amount ~~business~~in ~~due~~the ~~diligence~~trust onaccount ~~prospective~~(if ~~target~~any) ~~businesses,~~will ~~travel~~be sufficient to ~~and~~pay ~~from~~any income taxes. To the ~~offices,~~extent ~~plants~~that orour ~~similar~~equity ~~locations~~or ofdebt ~~prospective~~is ~~target~~used, ~~businesses~~in whole or ~~their~~in ~~representatives~~part, oras ~~owners~~consideration to complete our initial business combination, ~~review~~the ~~corporate~~remaining ~~documents~~proceeds ~~and~~held ~~material~~in ~~agreements~~the trust account will be used as working capital to finance the operations of ~~prospective~~the target business or businesses, ~~and~~make ~~structure,~~other ~~negotiate~~acquisitions and ~~complete~~pursue aour ~~business~~growth ~~combination~~strategies.

46We believe we will need to raise additional funds in order to meet the expenditures required for operating our business prior to our initial business combination. In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in the trust account.

~~Table~~On October 25, 2023, we issued an unsecured promissory note in the principal amount of ~~Contents~~up to $500,000 to our sponsor, including with respect to certain loaned amounts outstanding from our sponsor prior to the issuance of such note. The note bears no interest and is due and payable upon the earlier to occur of (i) the date on which our initial business combination is consummated and (ii) the date that our winding up is effective. In the event that we do not consummate an initial business combination, the note will be repaid only from amounts remaining outside of the Trust Account, if any. On August 21, 2023, September 27, 2023, and November 6, 2023, we drew $50,000, $250,000, and $200,000 from the note, respectively. As of December 31, 2023 the outstanding balance of these loans was $500,000 which has not yet been repaid as of December 31, 2023.

WeSubsequent ~~intend~~ to ~~use~~the ~~substantially~~period covered ~~all~~by ofthis ~~the~~report, ~~funds~~on ~~held~~January in26, ~~the Trust Account~~2024, ~~including~~we ~~any~~issued ~~amounts~~an ~~representing~~unsecured ~~interest~~promissory ~~earned~~note onin the ~~Trust~~principal ~~Account~~amount ~~(less~~of ~~taxes~~up ~~payable~~to ~~and deferred underwriting commissions)~~$375,000 to ~~complete~~Srinath Narayanan (our ~~initial~~President ~~business~~and ~~combination.~~Chief WeExecutive ~~may withdraw interest income (if any~~Officer) ~~to pay income taxes, if any~~. ~~Our~~The ~~annual~~note ~~income~~bears ~~tax~~no ~~obligations will depend on the amount of~~ interest and ~~other~~is ~~income~~due ~~earned~~and onpayable ~~the~~upon ~~amounts held in~~ the ~~Trust~~earlier ~~Account.~~to Weoccur ~~expect~~of (i) the ~~interest~~date ~~income~~on ~~earned~~which onour ~~the~~initial ~~amount~~business incombination ~~the~~is ~~Trust~~consummated ~~Account~~and (~~if any~~ii) ~~will be sufficient to pay our income taxes. To~~ the ~~extent~~date that our ~~equity~~winding orup ~~debt~~ is ~~used,~~effective. inIn ~~whole~~the orevent that inwe ~~part,~~do asnot ~~consideration~~consummate toan ~~complete our~~ initial business combination, the ~~remaining~~note ~~proceeds~~will ~~held~~be inrepaid ~~the~~only ~~Trust~~from ~~Account~~amounts ~~will~~remaining beoutside ~~used~~of asthe ~~working~~trust ~~capital~~account, if toany. ~~finance~~As ~~the operations~~ of the ~~target~~date ~~business~~of orthis ~~businesses~~report, ~~make~~we ~~other~~have ~~acquisitions~~an ~~and~~outstanding ~~pursue~~balance ~~our~~under ~~growth~~the ~~strategies~~note of $350,000.

WeIn ~~believe~~connection wewith ~~will~~our assessment ~~need~~of togoing ~~raise~~concern ~~additional~~considerations ~~funds~~ in ~~order~~accordance towith ~~meet~~ the ~~expenditures~~Financial ~~required~~Accounting ~~for~~Standards ~~operating~~Board’s ~~our~~(the ~~business~~“FASB”) Accounting ~~prior~~Standards toUpdate ~~our~~(“ASU”) ~~initial~~2014-15, ~~business~~Disclosures ~~combination.~~of ~~These~~Uncertainties ~~conditions raise substantial doubt~~ about ~~the~~an ~~Company~~Entity’s ~~ability~~Ability to ~~continue~~Continue as a Going ~~going~~Concern, ~~concern~~management ~~for~~has adetermined ~~period of time within one year from the date~~ that ~~the~~if ~~financial~~we ~~statements~~ are ~~issued.~~unable ~~In order~~ to ~~fund~~complete ~~working capital deficiencies or finance transaction costs in connection with~~ an ~~intended~~ initial business combination, ~~our~~by ~~sponsor~~May or2, an2024 ~~affiliate of our sponsor~~ (or ~~certain~~such oflater date ~~our officers and directors may, but are not obligated to, loan us funds~~ as may be ~~required.~~approved Ifby ~~we complete~~ our ~~initial~~shareholders ~~business~~at ~~combination,~~a wemeeting ~~would~~called ~~repay~~for such ~~loaned~~purpose ~~amounts.~~at Inwhich ~~the~~our ~~event~~shareholders ~~that~~will ~~our~~be ~~initial~~given ~~business~~the ~~combination~~opportunity to ~~does~~have ~~not~~their ~~close,~~public weshares ~~may~~redeemed ~~use~~for a pro rata portion of the ~~working~~funds ~~capital~~in ~~held outside~~ the trust account), tothen ~~repay~~the ~~such~~Company ~~loaned~~will ~~amounts~~cease ~~but~~all nooperations except ~~proceeds~~for ~~from~~the ~~our~~purpose ~~trust~~of ~~account would be used for such repayment~~liquidating. UpIn ~~to $1~~addition,~~500,000~~ ofthe ~~such~~cash ~~loans~~held ~~may~~outside bethe ~~convertible~~trust ~~into~~account ~~warrants~~is ofnot ~~the~~expected ~~post~~to ~~business~~be ~~combination~~sufficient ~~entity~~for atus ato operate ~~price~~for ofthe ~~$1.00~~next ~~per~~12 ~~warrant~~months atfrom the ~~option~~issuance of the ~~lender~~financial statements. The ~~warrants~~expected ~~would~~liquidity beconcerns, ~~identical~~date tofor ~~the~~mandatory ~~private~~liquidation and ~~placement~~subsequent ~~warrants. The terms of such loans~~dissolution, ifraise ~~any,~~substantial ~~have~~doubt ~~not~~about ~~been~~our ~~determined~~ability ~~and~~to nocontinue ~~written~~as ~~agreements~~a ~~exist~~going ~~with~~concern ~~respect~~within toone ~~such~~year ~~loans.~~from ~~Prior~~the todate that the ~~completion~~financial ofstatements ~~our~~are ~~initial~~issued. ~~business~~No ~~combination,~~adjustments wehave dobeen ~~not~~made ~~expect~~ to ~~seek~~the ~~loans~~carrying ~~from~~amounts ~~parties~~of ~~other~~assets ~~than our sponsor~~ or anliabilities ~~affiliate~~should ~~of our sponsor as~~ we ~~do not believe third parties will~~ be ~~willing~~ unable to ~~loan~~continue ~~such~~as ~~funds~~a ~~and~~going ~~provide~~concern. aWe ~~waiver~~intend ~~against~~to ~~any~~complete ~~and~~an ~~all~~initial ~~rights~~business tocombination ~~seek~~before ~~access~~the tomandatory ~~funds~~liquidation indate ~~our~~or ~~trust~~obtain approval ~~account~~for an extension.

In connection with the Company’s assessment of going concern considerations in accordance with FASB’s Accounting Standards Update (“ASU”) 2014-15, Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern, management has determined that if the Company is unable to complete a Business Combination within the Combination Period, then the Company will cease all operations except for the purpose of liquidating. In addition, the cash held outside the Trust Account is not expected to be sufficient for the Company to operate for the next 12 months from the issuance of the financial statements. The date for mandatory liquidation and subsequent dissolution, and the expected liquidity concerns raises substantial doubt about the Company’s ability to continue as a going concern within one year from the date that these financial statements are issued. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date or obtain approval for an extension.57

Critical Accounting Policies

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

Ordinary Shares Subject to Possible Redemption

All of the 26,377,660 Class A ordinary shares sold as part of the ~~Units~~units in ~~the~~our ~~Initial~~initial ~~Public~~public ~~Offering~~offering and the partial exercise of the over-allotment option contain a redemption feature which allows for the redemption of such ~~Public~~public ~~Shares~~shares in connection with ~~the~~our ~~Company’s~~ liquidation, if there is a shareholder vote or tender offer in connection with ~~the~~an ~~Business~~initial ~~Combination~~business combination and in connection with certain amendments to ~~the~~our ~~amended and restated~~ memorandum and articles of association. In accordance with ASC 480-10-S99, redemption provisions not solely within the control of ~~the~~our ~~Company~~company require ordinary shares subject to redemption to be classified outside of permanent equity. Therefore, all ~~Public~~public ~~Shares~~shares have been classified outside of permanent equity.

47We recognize changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable ordinary shares as of December 31, 2023 increased as the income earned on the trust account exceeds our expected dissolution expenses (up to $100,000). As such, we recorded an increase in the carrying amount of the redeemable ordinary shares of $9,786,497 as of December 31, 2023.

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The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid-in capital and accumulated deficit. The redemption value of the redeemable ordinary shares as of December 31, 2022 increased as the income earned on the Trust Account exceeds the Company’s expected dissolution expenses (up to $100,000). As such, the Company recorded an increase in the carrying amount of the redeemable ordinary shares of $3,599,187 as of December 31, 2022.

Net Income Per Ordinary Share

Net income per ordinary share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Remeasurement associated with the redeemable Class A ordinary shares is excluded from net income per share as the redemption value approximates fair value. Therefore, the net income per share calculation allocates income and losses shared pro rata between Class A ordinary shares and Class B ordinary shares ~~(“Founder Shares”)~~. As a result, the calculated net income per share is the same for Class A ordinary shares and ~~Founder~~Class ~~Shares~~B ordinary shares. ~~The~~We ~~Company~~have ~~has~~ not considered the effect of the warrants sold in ~~the~~our ~~Initial~~initial ~~Public~~public ~~Offering~~offering, the partial exercise of the over-allotment option and private ~~placement~~placements to purchase an aggregate of 21,614,362 shares in the calculation of diluted net income per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted net income per share is the same as basic income per share for the periods presented.

Derivative Financial Instruments

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

Critical Accounting Estimates

Derivative Financial Instruments

We utilized a Black-Scholes model for the initial valuation of the private placement warrants. Inherent in pricing models are assumptions related to expected share-price volatility, expected life, risk-free interest rate and dividend yield, which were considered Level 3 inputs. The estimated fair value of the private placement warrants transferred from a Level 3 measurement to a Level 2 fair value measurement as of December 31, 2022 due to the use of an observable market quote for a similar asset in an active market. We estimate the volatility of our ordinary shares based on a back-solve lattice model which adjusts the trading price of the public warrants for the estimated probability of completing our initial business combination. However, since the back-solve lattice model did not produce a meaningful volatility for the private placement warrants as of December 31, 2023 and 2022, the fair value of the private placement warrants were set equal to the fair value of the public warrants. The fair value of the private placement warrants was $0.03 and $0.04 per warrant as of December 31, 2023 and 2022, respectively.

The model used to estimate the fair value of the derivative liability for the forward purchase agreement was based on the assumption that the forward purchase securities were equivalent to our units and determined, on a per unit basis, as the price of our units less the present value of the contractually stipulated forward price of $10.00.

Recent Accounting Standards

~~Management~~In ~~does~~December ~~not~~2023, ~~believe~~the ~~that~~FASB ~~any~~issued ~~recently~~ASU ~~issued~~2023-09, Income ~~but~~Taxes ~~not~~(Topic ~~yet~~740): ~~effective,~~Improvements ~~accounting~~to ~~standards~~Income Tax Disclosures, ifwhich ~~currently~~requires ~~adopted,~~disaggregated ~~would~~information ~~have~~about a ~~material~~reporting ~~effect~~entity’s effective ontax rate reconciliation, as well as information related to income taxes paid to enhance the ~~Company’s~~transparency ~~financial~~and ~~statements~~decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. We are currently evaluating the timing and impacts of adoption of ASU 2023-09.

Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

Off-Balance Sheet Arrangements

As of December 31, 2023 ~~2022~~ and ~~December 31~~2022, ~~2021,~~ we did not have any off-balance sheet arrangements.

Commitments and Contractual Obligations

Office Space and Administrative Support

We have an agreement to pay EWI Capital ~~SPAC I LLC, an affiliate of our Chief Executive Officer and~~ a ~~member of our sponsor a~~ monthly fee of $30,000 for office space and administrative support. We began incurring these fees on October 2829, 2021 and will continue to incur these fees monthly until the earlier of the completion of the initial business combination or our liquidation.

Forward Purchase Agreement

Pursuant to a forward purchase agreement entered into in connection with our initial public offering, EWI Capital subscribed to purchase up to 2,000,000 units for $10.00 per unit, or up to $20,000,000, in a private placement to close substantially concurrently with the closing of our initial business combination. On October 2, 2023, we mutually agreed with EWI Capital to terminate the forward purchase agreement.

Registration Rights

The holders of founder ~~Founder Shares~~shares, ~~Private~~private ~~Placement~~placement ~~Warrants~~warrants and warrants that may be issued upon conversion of working capital loans (~~the “Working Capital Loans”) (~~and any Class A ordinary shares issuable upon the exercise of the ~~Private~~private ~~Placement~~placement ~~Warrants~~warrants and warrants issued upon conversion of ~~the~~working ~~Working Capital Loans~~capital loans) are entitled to registration rights pursuant to a registration rights agreement ~~signed~~entered oninto at the ~~effective~~time ~~date~~ of ~~the~~our ~~Initial~~initial public ~~Public Offering~~offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that ~~the Company~~ we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of aan initial business combination. ~~The~~We ~~Company~~have ~~bears~~also ~~the~~granted ~~expenses~~such ~~incurred~~registration rights into ~~connection with~~ the ~~filing~~holders of ~~any~~Post-Combination ~~such~~Shares ~~registration~~that ~~statements.~~may ~~Pursuant~~be issued pursuant to the ~~forward~~Non-Redemption ~~purchase~~Agreements. ~~agreement~~We ~~with~~will ~~EWI,~~bear ~~we have agreed that~~ the expenses ~~forward~~incurred ~~purchase~~in ~~securities~~connection ~~will~~with bethe ~~entitled~~filing toof ~~registration~~any ~~rights~~such ~~pursuant to the~~ registration ~~rights agreement~~statements.

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Promissory Note - Related Party

On February 12, 2021, the Company issued an unsecured promissory note to the sponsor (the “Promissory Note”), pursuant to which the Company could borrow up to $300,000 to cover expenses related to the Initial Public Offering. The Promissory Note was non-interest bearing and was payable on the earlier of (i) December 31, 2021 or the consummation of the Initial Public Offering. On November 3, 2021, the Company repaid the outstanding balance under the Promissory Note. The Promissory Note is no longer available to the Company.

Underwriting Agreement and Deferred Fees

The underwriters of ~~the~~our ~~Initial~~initial ~~Public~~public ~~Offering~~offering were ~~are~~ entitled to a deferred fee of $9,232,181 that ~~will~~would become payable to the underwriters from the amounts held in the trust account solely in the event that we complete our initial business combination, subject to the terms of the ~~underwriting~~Underwriting ~~agreement~~Agreement. On April 17, 2023 and April 27, 2023, pursuant to the Deferred Fee Waivers, all of the underwriters of our initial public offering gratuitously waived their rights to 100% of such deferred fee.

Certain Vendor Agreements

On September 22, 2021, we entered into a financial advisory agreement with J. Wood Capital Advisors LLC (“J. Wood”) for services to be rendered in connection with our initial public offering, pursuant to which we would pay J. Wood certain fees upon consummation of our initial public offering and our initial business combination. We paid J. Wood a total of $369,287 upon consummation of our initial public offering, and a total of approximately $1,200,184 was to be paid upon consummation of our initial business combination (the “ J. Wood Deferred Fee”). Following the Deferred Fee Waivers, and pursuant to a letter agreement dated April 3, 2024, we agreed with J. Wood that (i) the J. Wood Deferred Fee would be deemed waived effective upon the date of the Deferred Fee Waivers and (ii) fees for any financial advisory services provided by J. Wood after our initial public offering will be paid only upon consummation of our initial business combination, up to maximum of $1,200,000.

On September 28, 2021, we entered into a financial advisory agreement with Private D Capital Group Corp (“Private D”) for services to be rendered in connection with our initial public offering, pursuant to which we would pay Private D certain fees upon consummation of our initial public offering and our initial business combination. We paid Private D a total of $158,266 upon consummation of our initial public offering, and a total of approximately $1,107,862 was to be paid upon consummation of our initial business combination (the “Private D Deferred Fee”). Pursuant to a letter agreement dated April 3, 2024, we agreed with Private D that (i) the Private D Deferred Fee would be deemed waived effective upon the date of the Deferred Fee Waivers and (ii) fees for any financial advisory services provided by Private D after our initial public offering will be satisfied by 250,000 Class A ordinary shares (or equivalent securities of the post-combination company) to be delivered to Private D in connection with, and only upon consummation of, our initial business combination.

On August 18, 2022, we entered into an agreement with a legal advisor for services in connection with the consummation of our initial business combination, pursuant to which €25,000 were paid to such advisor for services rendered. On April 30, 2023, any outstanding obligations under such agreement were assumed by Heramba.

On August 24, 2022, we entered into an agreement with a consultant for services in connection with the consummation of our initial business combination, pursuant to which $25,000 were paid to such consultant for services rendered. In August 2023, such agreement was terminated.

On May 22, 2023, we engaged Piper Sandler & Co. (“Piper”) as our M&A financial advisor in connection with the Proposed Business Combination. The fee due to Piper for such services consists of a fixed portion and a variable portion contingent upon certain future events, which fee will be no less than $3,500,000 and due only if the Proposed Business Combination is consummated.

On July 20, 2023, we engaged Cohen & Company Capital Markets, a division of JVB Financial, LLC (“Cohen”), as our capital markets advisor in connection with the Extension and our initial business combination, and as PIPE placement agent in connection with our initial business combination. The fee due to Cohen for such services consists of a fixed portion and a variable portion contingent upon certain future events, which fee will be no less than $750,000 and due only if our initial business combination is consummated.

Non-Redemption Agreements

Pursuant to the Non-Redemption Agreements entered into on and after July 25, 2023 in connection with the Extension Meeting, we have agreed to issue or cause to be issued to such investors party thereto an aggregate of 1,645,596 Post-Combination Shares. In addition, we have agreed that we will not utilize any funds from the trust account to pay any potential excise taxes that may become due pursuant to the IR Act upon a redemption of public shares, including in connection with the Extension, an initial business combination or our liquidation.

Promissory Notes - Related Party

On October 25, 2023, we issued an unsecured promissory note to our sponsor, whereby our sponsor has agreed to loan up to $500,000 to us for working capital needs. Additionally, on January 26, 2024, we issued an unsecured promissory note to Srinath Narayanan (our President and Chief Executive Officer), whereby Mr. Narayanan has agreed to loan up to $375,000 to us for working capital needs. Each loan accrues no interest on the unpaid principal balance and is due on the earlier of (i) the date on which we consummate an initial business combination and (ii) the date that our winding up is effective. As of the date of this report, we had an aggregate outstanding balance of $850,000 under such notes. In the event that we do not consummate an initial business combination, such notes will be repaid only from amounts remaining outside of the trust account, if any.

Proposed Business Combination

We have entered into the Business Combination Agreement and the Sponsor Support Agreement in connection with the Proposed Business Combination, as described above.

JOBS Act

On April 5, 2012, the ~~Jumpstart Our Business Startups Act of 2012 (the “~~ JOBS Act”) was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” under the JOBS Act and are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We elected to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

As an “emerging growth company,” we are not required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis), and (iv) disclose comparisons of the chief executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our ~~Initial~~initial ~~Public~~public ~~Offering~~offering or until we otherwise no longer qualify as an “emerging growth company.”

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

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

Item 8. Financial Statements and Supplementary Data.

Our financial statements and notes thereto begin on page F-1 of this report and are incorporated herein by reference.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

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Evaluation of Disclosure Controls and Procedures

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

Under the supervision and with the participation of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) ~~under~~ under the Exchange Act) as of December 31, ~~2022~~2023. Based on this evaluation, our principal executive officer and principal financial and accounting officer have concluded that, ~~during~~as ~~the~~of ~~period~~December ~~covered~~31, by2023, ~~this Annual Report~~ our disclosure controls and procedures were not effective because of the material weakness in internal control over financial reporting described below.

Nevertheless, based on the performance of additional procedures by management designed to ensure reliability of financial reporting, management has concluded that, notwithstanding the material weakness described below, the financial statements included in this report fairly present, in all material respects, our financial position, results of operations, and cash flows as of the dates, and for the periods presented, in conformity with U.S. GAAP.

Management’s Report on Internal Control Over Financial Reporting

As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act, ~~(as defined in Rules 13a-15(e) and 15- d-15(e) under the Exchange Act)~~ our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal control over financial reporting includes those policies and procedures that:

●

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

●

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

●

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting at December 31, ~~2022~~2023. Management did not assess the effectiveness of our internal control over financial reporting at December 31, 2021, due to a transition period established by rules of the SEC for newly public companies. In making these assessments, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control —- Integrated Framework (2013). Based on our assessments and those criteria, management determined that our internal ~~control~~controls over financial reporting ~~was~~were not effective. ~~Management~~as ~~has~~of ~~concluded~~December ~~that~~31, ~~our~~2023 because ~~audited financial statements included in this Report are fairly stated in all material respects in accordance with GAAP for each~~ of the ~~periods~~material ~~presented~~weakness ~~therein~~discussed below.

This ~~Report~~report does not include an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.

We have identified a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or combination of deficiencies, in a company’s internal control over financial reporting such that there is a reasonable possibility that a material misstatement of its annual or interim financial statements will not be prevented or detected on a timely basis. We identified a material weakness in our internal control over financial reporting that existed due to a lack of formal review controls, as required by COSO principles, over the accounting for complex financial instruments, to achieve complete, accurate and timely financial accounting, reporting and disclosures, resulting in adjustments to several accounts and disclosures.

Management’s Remediation Measures

Management is committed to maintaining a strong internal control environment. In response to the identified material weakness in the overall control environment, management has identified remediation actions to implement going forward. Remediation actions to be taken during the year are outlined below:

●

Implement a more thorough second level review process over financial statements, including any new significant events.

●

Implement a more thorough process whereby management conducts meetings with those responsible for preparation of the financial statements and disclosures prior to the start of the quarter and prior to the start of the quarter-close procedures to ensure accurate recording for the accounting impact of the agreements.

We will continue to review and improve our internal controls over financial reporting to address the underlying causes of the material weakness and control deficiencies. The material weakness will not be remediated until our remediation plan has been fully implemented, and we have concluded that our internal controls are operating effectively for a sufficient period of time.

Changes in Internal Control over Financial Reporting

~~There~~Except ~~was~~for the material weakness and the remediation efforts described above, no ~~change~~other changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) ~~that~~have occurred during the ~~most~~fourth ~~recent~~quarter of the fiscal ~~quarter~~year ~~that~~covered ~~has~~by this report that have materially affected, or isare reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.

Not applicable.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Officers and Directors

As of the date of this ~~Report~~report, our directors and officers are as set forth in the table below. There are no family relationships between any of our directors or senior management. There are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any person referred to above was selected as a director or member of senior management. ~~The~~We ~~Company~~are is not aware of any agreements or arrangements between any director and any person or entity other than ~~the~~our ~~Company~~company relating to the compensation or other payments in connection with such director’s candidacy or service as a director of ~~the~~our ~~Company~~company.

Name	Age	Position
Srinath Narayanan	56	President, Chief Executive Officer and Director
Prakash Ramachandran	59	Chief Financial Officer
David Roberts	48	Chief Operating Officer
Tim Dummer	59	Head of Business Strategy
Kathy Liu	49	Head of Technology Strategy
Michael Browning	77	Chairman and Director
Nina Jensen	48	Director
Eric Spiegel	66	Director


Name	Age	Position
Srinath Narayanan	55	Chief Executive Officer and Director
Sanjay Mehta	54	President and Director
Nina Jensen	47	Director
Eric Spiegel	65	Director
Michael Browning	76	Chairman
David Roberts	46	Chief Operating Officer
Prakash Ramachandran	58	Chief Financial Officer
Tim Dummer	57	Head of Business Strategy
Kathy Liu	48	Head of Technology Strategy

Mr. Srinath Narayanan serves as our President, Chief Executive Officer and a director. He has more than two decades of experience in growth investing, investment banking, and corporate finance. He currently serves as managing partner of Edgewater Investments, a private multi-family office he founded in 2013, where he has focused on growth investments into early and late-stage technology and transportation companies in the U.S. and China. Notable investment exits include Palantir Technologies (IPO 2020), SpaceX (2020), and Quectel (IPO 2019). He currently sits on the boards of Veea Technologies and Hyperloop Transportation Technologies. He is also an active investor in WrightSpeed Technologies, which is focused on powertrain technology for Class 8 EVs and heavy-duty trucks, and Smilodon Corporation, which is in the early phase of business model development and is focused on inter-modal transportation, particularly hydrogen fuel-cells and EV technology.

Mr. Narayanan previously served as an advisor to Kleiner Perkins and Technology Partners portfolio companies in the solar, EV charging station and battery technology sectors from 2011 to 2013. Mr. Narayanan started his direct investment career in 2009 managing Navation LLC, the family office of the former President of Qualcomm. Mr. Narayanan started his career as an investment banker at Goldman Sachs (Asia) in 2000. From 2001 to 2009, Mr. Narayanan served as an M&A and corporate finance banker at Banc of America Securities (New York and San Francisco) and Canaccord Adams (San Francisco), where he led the west-coast technology investment banking efforts. Mr. Narayanan started his career in the technology sector in 1993, leading product development, and operational roles at MRO Corporation (acquired by IBM), Fidelity Investments and Work Technology Corporation. Mr. Narayanan has a bachelor’s degree in Civil Engineering from VJTI, University of Bombay, a master’s degree in Computer Systems Engineering from Northeastern University and an MBA from MIT Sloan School. Mr. Narayanan was selected to serve on our board because of his expertise in investment management, particularly in the technology and transportation sectors, as well as his experience as a director.

Mr. ~~Srinath~~ ~~Narayanan~~Prakash Ramachandran serves as our Chief ~~Executive~~Financial Officer ~~and a director~~. He has more than ~~two~~30 ~~decades~~years of corporate finance experience in ~~growth~~the ~~investing,~~United ~~investment~~States ~~banking,~~ and ~~corporate finance~~Asia. HeMost ~~currently~~recently, ~~serves~~he served as ~~managing~~Chief ~~partner~~Financial Officer of ~~Edgewater~~Crown ~~Investments~~Peak Technology, a ~~private~~SaaS ~~multi-family~~business ~~office~~in hethe ~~founded~~digital inexperience ~~2013~~space, ~~where~~from heMay ~~has~~2021 ~~focused~~to onNovember ~~growth investments into early and late-stage technology and transportation companies in the U~~2022.S. He ~~and~~served ~~China.~~as ~~Notable~~EVP ~~investment~~& ~~exits~~Chief ~~include~~Financial ~~Palantir~~Officer ~~Technologies~~of ~~(IPO~~Digital ~~2020),~~Reasoning ~~SpaceX (2020)~~Systems, ~~and Quectel (IPO 2019)~~Inc., Hea ~~currently~~software ~~sits~~company onoffering ~~the~~AI/cognitive ~~boards~~computing applications offor ~~Veea~~financial ~~Technologies~~services and ~~Hyperloop~~healthcare ~~Transportation~~markets ~~Technologies.~~from He2015 isuntil ~~also~~its anrecent ~~active~~acquisition ~~investor~~by ~~in WrightSpeed Technologies~~Smarsh, ~~which~~Inc isin ~~focused~~2021. onDuring ~~powertrain~~his ~~technology for Class 8 EVs and heavy-duty trucks~~tenure, the ~~and~~company ~~Smilodon~~closed ~~Corporation,~~two ~~which~~rounds isof infinancing ~~the~~totaling ~~early~~approximately ~~phase~~$80 ofmillion ~~business model development~~ and iscompleted ~~focused~~a onstrategic ~~inter-modal~~acquisition ~~transportation,~~of ~~particularly~~a ~~hydrogen~~healthcare ~~fuel-cells and EV technology~~company.

Mr. Narayanan previously served as an advisor to Kleiner Perkins and Technology Partners portfolio companies in the solar, EV charging station and battery technology sectors from 2011 to 2013. Mr. Narayanan started his direct investment career in 2009 managing Navation LLC, the family office of the former President of Qualcomm. Mr. Narayanan started his career as an investment banker at Goldman Sachs (Asia) in 2000. From 2001 to 2009, Mr. Narayanan served as an M&A and corporate finance banker at Banc of America Securities (New York and San Francisco) and Canaccord Adams (San Francisco), where he led the west-coast technology investment banking efforts. Mr. Narayanan started his career in the technology sector in 1993, leading product development, and operational roles at MRO Corporation (acquired by IBM), Fidelity Investments and Work Technology Corporation. Mr. Narayanan has a bachelor’s degree in Civil Engineering from VJTI, University of Bombay, a master’s degree in Computer Systems Engineering from Northeastern University and an MBA from MIT Sloan School. Mr. Narayanan was selected to serve on the board because of his expertise in investment management, particularly in the technology and transportation sectors, as well as his experience as a director.62

Mr. Sanjay Mehta serves as our President and a director. He has more than two decades of capital markets, M&A and investment management experience and has led and closed more than $20 billion worth of transactions in his career. Mr. Mehta is an individual investor in Hyperloop Transportation Technologies, a company in which Mr. Narayanan is an active investor and board member. Since 2014, he has served as the chairman of S ONE Trust, where he manages a multi-asset investment portfolio with a focus on socially/environmentally driven impact investing, technology, renewable energy, zero emission mobility and electrification. He is also the founder and managing partner of ReNew One (U.K) Limited, a leasing fund for zero emission mass transportation and last mile logistics assets in the U.K. founded in 2020. From 2000 to 2014, Mr. Mehta was a Managing Director of Essar Capital where he managed a proprietary fund of $32 billion and led a team in making transformational investments, value creation and harvesting of investments in businesses throughout the energy, mobile communication, transportation, metals and infrastructure sectors.

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Mr. Mehta previously worked at J. Aron & Company, a subsidiary of Goldman Sachs, from 1993 to 1996 and American Marine Advisors Inc. in New York from 1996 to 2000. Since 2018, Mr. Mehta has served as an independent investment trustee on Steamship Mutual Underwriting Association Trustees (Bermuda) Limited. Mr. Mehta received his bachelor’s degree from London School of Economics and a master’s degree in Finance from City University Business School, London. Mr. Mehta was selected to serve on the board because of his investment management experience in renewable energy and technology.

Mr. Prakash Ramachandran serves as our Chief Financial Officer. He has more than 30 years of corporate finance experience in the United States and Asia. Most recently, he served as Chief Financial Officer of Crownpeak Technology, a SaaS business in the digital experience space, from May 2021 to November 2022. He served as EVP & Chief Financial Officer of Digital Reasoning Systems, Inc., a software company offering AI/cognitive computing applications for financial services and healthcare markets from 2015 until its recent acquisition by Smarsh, Inc in 2021. During his tenure, the company closed two rounds of financing totaling approximately $80 million and completed a strategic acquisition of a healthcare company.

Prior to Digital Reasoning, Mr. Ramachandran was CFO of Polyera Corporation, a materials company specializing in flexible electronics. During his tenure, the company raised over $35 million in funding. He was previously CFO of Nordic Windpower where he raised more than $60 million in equity and debt during his tenure. Mr. Ramachandran also spent five years as CFO of Novariant Inc., a period where the company raised more than $40 million in venture equity and debt, closed two key strategic acquisitions and grew its revenues by more than 1,500%. During Mr. Ramachandran’s time as CFO of Novariant Inc., Mr. Narayanan worked closely with the company in his capacity as an investment banker at Canaccord Adams. Earlier in his career, Mr. Ramachandran spent over 10 years in Hong Kong in various financial roles including five years as CFO of Sonex Group, where revenues grew from $100 million to $300 million during his tenure by expanding into new country markets in Asia and Latin America. Mr. Ramachandran also served on the board of directors of Thrasys, Inc., a healthcare technology company, from 2008 to 2020. Mr. Ramachandran has a bachelor’s degree in Commerce from the University of Madras in India and a master’s degree in Management from Stanford University’s Graduate School of Business (Sloan Fellows Program). He is a Chartered Accountant from India and is also a Chartered Management Accountant of U.K.

Mr. David Roberts serves as our Chief Operating Officer. He has extensive experience as a business executive, a patent attorney and in the public sector advancing public-private partnerships around energy storage technologies. Since 2017, Mr. Roberts has served as the Chief Innovation Officer at the Indiana Economic Development Corporation, the lead economic development agency for the State of Indiana. From 2015 to 2017, he served as President of the Battery Innovation Center, Inc., a non-profit R&D laboratory working with companies across next generation energy storage technologies, and has served as a member of its board of directors since 2018. From 2012 to 2014, Mr. Roberts served as CEO and President of EnerDel, Inc., a transportation and stationary lithium-ion battery supplier, leading EnerDel through a successful sale.

From 2013 to 2014, he served as a member of the board of directors of Enertech International, Inc. and as a member of the board of directors of Zhejiang Wanxiang Ener1 Power Systems Co., Ltd. Mr. Roberts has additional experience as patent and corporate counsel for Caterpillar and as an engineer with Lockheed Martin. Mr. Roberts received a bachelor’s degree in Materials Science and Engineering from Lehigh University and a J.D. from Indiana University School of Law. Since 2014, Mr. Roberts has also served as a patent and business attorney with Gutwein Law and he is licensed to practice before the U.S. Patent and Trademark Office.

Mr. Tim Dummer serves as our Head of Business Strategy. He has been a business leader and innovator with a passion for building and scaling cleantech companies with breakthrough technologies. Mr. Dummer has served as the Chief Executive Officer of Proof Energy since 2020. He has also served as a consultant for Venture Catalyst Advisors since 2015. From 2016 to 2017, he served as Chief Business Officer of Wrightspeed Technologies, a company in which Mr. Narayanan is an active investor. Mr. Dummer has 30 years of experience creating, growing and transforming businesses for Fortune 100 companies (GE and DuPont) as well as start-ups (Proof Energy, Wrightspeed Technologies, Rennovia and Solazyme). Mr. Dummer also brings deep domain experience of the renewable energy, electric vehicles, chemicals and materials, and biotechnology industries and the application of these technologies to create high-performance, cost-advantaged and circular-economy solutions.

In addition, Mr. Dummer has extensive global business experience. He has lived and worked in the U.S. for 15 years and in Europe for 15 years (England, Ireland, Belgium and Switzerland) and is a dual citizen of the U.S. and the U.K. He also has significant experience doing business in Asia — particularly China, Japan, Korea and Taiwan. Mr. Dummer received a degree in Chemical Engineering from the University of Bradford, England and has completed multiple executive programs at INSEAD business school (France and Singapore) and GE’s Crotonville leadership institute (USA).

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Dr. Kathy Liu serves as our Head of Technology Strategy. She is a thought leader in the battery innovation, power electronics and EV powertrain fields. Dr. Liu has served as head of engineering of Smilodon Corporation, a company in which Mr. Narayanan is an active investor and board member and is focused on Class 3 and Class 7 trucks and inter-modal transportation, since 2019. Dr. Liu is also the founder and Chief Technology Officer of GalaTech, Inc., focused on engineering and commercializing innovative 3-in-1 design with electric motor, inverter and electronic controls in a single box to drive greater efficiency for electric powertrain. Before transitioning to Chief Technology Officer, she served as President of GalaTech from 2017 to 2018.

From 2012 to 2017, Dr. Liu worked at Tesla as an EV powertrain technologist where she was a core member of the R&D team developing Tesla’s Model S, Model X and Model 3’s inverter and electric powertrain, including the world’s first commercial SiC module for EV application as well as various system design and modeling for power and thermal management. Dr. Liu holds over 40 patents and has written over 30 scientific publications in EV powertrain and power electronic fields. Dr. Liu received her B.S. and M.S. degree from Tsinghua University-China and PhD degree from Carnegie Mellon University. She was a tenure-tracked assistant professor at the University of Notre Dame, and then a research scientist at Intel and Freescale.

Mr. Michael Browning serves as an independent director and chairman of the board of directors. He combines a decades-long career in real estate and infrastructure, with deep experience in energy and civic service. He currently serves as the lead independent director for Duke Energy Corp., where he has served on the board of directors since 2006 and also chairs the corporate governance and stockholder engagement transaction committees and serves as a member of the compensation and people development committee. From 1977 to 2019, Mr. Browning served as chairman of Browning Consolidated, LLC, an Indianapolis-based real estate development company and continues this role with MGB Holdings, Inc. He has been deeply involved with the community of Indiana over the years, having served on the advisory board of St. Vincent Hospital and Health Care Center, the board of directors of the Indianapolis Indians and the board of directors of the Indy Public Safety Foundation. He currently serves as chairman of Visit Indy and as a member of both the Indiana Golf Association and the Crossroads Council of Boy Scouts. Mr. Browning received his bachelor’s degree from the University of Notre Dame in 1968. Mr. Browning was selected to serve on ~~the~~our board because of his experience in the energy sector and as a director.

Ms. Nina Jensen serves as an independent director. For over twenty years, Ms. Jensen has dedicated her career to promoting environmentally responsible solutions at numerous companies and organizations. Since 2018, Ms. Jensen has served as the Chief Executive Officer of REV Ocean, a not-for-profit company dedicated to combatting ocean pollution and improving the health of the world’s oceans. Prior to joining REV Ocean, Ms. Jensen held various positions during a fifteen-year career at the World Wide Fund for Nature (WWF) Norway, most recently serving as Secretary General from 2012 to 2017.

Ms. Jensen also currently serves on the boards of directors of several companies and organizations dedicated to environmental sustainability, including Aker Carbon Capture, a carbon capture technology company with solutions, services and technologies covering the entire CCUS value chain, Aker Offshore Wind, an offshore wind power developer based in Norway and focused on deep water assets, Ocean Wise, and The Technology for Ocean Foundation. She also serves on the Friends of Ocean Action steering committee, as an advisor to the High Level Panel for Sustainable Ocean Economy established by the prime minister of Norway and on the advisory board of SDGs for BoDs network program. Ms. Jensen received her bachelor’s degree from James Cook University in Townsville, Australia and her master’s degree from The University of Fisheries Science in Tromso, Norway. Ms. Jensen was selected to serve on ~~the~~our board because of her experience as an environment conservationist and as an executive and board member of a large renewable energy company.

Mr. Eric Spiegel serves as an independent director. He has extensive experience as an executive and consultant in the energy, industrials and healthcare sectors as well as expertise in corporate governance. Since 2019, he has served as a special advisor at Brighton Park Capital where he supports the firm’s sector investment teams and portfolio companies by providing strategic counsel on industry trends, growth strategies and investment opportunities. He previously served as a special advisor at General Atlantic, a large, growth-oriented private equity firm, from 2017 to 2019, during which time he led (as interim CEO) the formation of a healthcare startup named OneOncology. Also during his time at General Atlantic, Mr. Spiegel served as chairman of CLEAResult, one of the largest providers of energy efficiency programs and services in North America, and as chairman of EN Engineering, a top 50 energy engineering and design firm in the United States. Mr. Spiegel currently serves as a member of the board of directors and chairman of the audit committee of Liberty Mutual Holding Company Inc. and as a member of the board of directors and chairman of the finance committee of Dover Corporation.

53From 2010 to 2016, Mr. Spiegel served as President and CEO of Siemens USA, a global business focusing on the areas of electrification, automation and digitalization. Prior to joining Siemens, he had 25 years of global consulting experience at Booz Allen Hamilton in the power, oil and gas, chemicals, water, retail, pharmaceuticals and automotive markets. Mr. Spiegel received his A.B. with Honors in Economics from Harvard University and his MBA from the Tuck School of Business at Dartmouth College where he was an Edward Tuck Scholar. Mr. Spiegel was selected to serve on our board because of his experience as a consultant in the energy sector and as a director.

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From 2010 to 2016, Mr. Spiegel served as President and CEO of Siemens USA, a global business focusing on the areas of electrification, automation and digitalization. Prior to joining Siemens, he had 25 years of global consulting experience at Booz Allen Hamilton in the power, oil and gas, chemicals, water, retail, pharmaceuticals and automotive markets. Mr. Spiegel received his A.B. with Honors in Economics from Harvard University and his MBA from the Tuck School of Business at Dartmouth College where he was an Edward Tuck Scholar. Mr. Spiegel was selected to serve on the board because of his experience as a consultant in the energy sector and as a director.

Number and Terms of Office of Officers and Directors

Our board of directors consists of ~~five~~four members and is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In accordance with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of ~~Michael~~Mr. Browning, ~~will~~expired ~~expire~~at the Extension Meeting, and Mr. Browning was re-appointed at ~~our~~the ~~first~~Extension ~~annual~~Meeting ~~general~~to ~~meeting~~serve a further three-year term. The term of office of the second class of directors, consisting of ~~Nina~~Ms. Jensen and ~~Eric~~Mr. Spiegel, will expire at the second annual general meeting. The term of office of the third class of directors, consisting of ~~Srinath~~Mr. Narayanan ~~and Sanjay Mehta~~, will expire at the third annual general meeting.

Prior to the completion of an initial business combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our ~~founder~~Class B ordinary shares. In addition, prior to the completion of an initial business combination, holders of a majority of our ~~founder~~Class ~~shares~~B ordinary shares may remove a member of the board of directors for any reason. As our sponsor currently holds the sole issued and outstanding Class B ordinary share, our sponsor would control any such actions.

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

Committees of the Board of Directors

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

Audit Committee

We have established an audit committee of the board of directors. Mr. ~~Michael~~ Browning, Mr. ~~Eric~~ Spiegel and Ms. ~~Nina~~ Jensen serve as members of our audit committee, and Mr. ~~Eric~~ Spiegel chairs the audit committee. All members of our audit committee are independent of and unaffiliated with our sponsor.

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

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

● assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm’s qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; ~~the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;~~

● ~~pre-approving~~the ~~all~~appointment, ~~audit~~compensation, ~~and~~retention, ~~non-audit~~replacement, ~~services~~and tooversight beof ~~provided~~the bywork of the independent auditors orand any other independent registered public accounting firm engaged by us~~, and establishing pre-approval policies and procedures~~; ~~reviewing and discussing with the~~

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~~Table~~● ofpre-approving ~~Contents~~all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

● reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence;

● setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

● ~~meeting~~obtaining toand ~~review~~reviewing ~~and~~a ~~discuss~~report, ~~our~~at ~~annual~~least ~~audited~~annually, ~~financial~~from ~~statements~~the ~~and~~independent ~~quarterly~~registered ~~financial~~public ~~statements~~accounting ~~with~~firm ~~management~~describing ~~and~~(1) the independent ~~auditor,~~registered ~~including~~public ~~reviewing~~accounting ~~our~~firm’s ~~specific~~internal ~~disclosures~~quality-control ~~under~~procedures ~~“Management’s~~and ~~Discussion~~(2) ~~and~~any ~~Analysis~~material ofissues ~~Financial~~raised ~~Condition~~by ~~and~~the ~~Results~~most recent internal quality-control review, or peer review, of ~~Operations”;~~the ~~reviewing~~audit ~~and~~firm, ~~approving~~or by any ~~related~~inquiry ~~party~~or ~~transaction~~investigation ~~required~~by togovernmental beor ~~disclosed~~professional ~~pursuant~~authorities, towithin ~~Item~~the ~~404~~preceding offive ~~Regulation~~years ~~S-K~~respecting ~~promulgated~~one or more independent audits carried out by the ~~SEC~~firm ~~prior~~and toany ussteps ~~entering~~taken ~~into~~to deal with such ~~transaction~~issues; ~~and~~

● ~~reviewing~~meeting ~~with~~to ~~management,~~review ~~the independent,~~ and discuss our ~~legal~~annual ~~advisors,~~audited asfinancial ~~appropriate,~~statements ~~any~~and ~~legal,~~quarterly ~~regulatory~~financial orstatements ~~compliance matters, including any correspondence~~ with ~~regulators~~management ~~or government agencies~~ and ~~any~~the ~~employee~~independent ~~complaints~~auditor, orincluding ~~published~~reviewing ~~reports that raise material issues regarding~~ our ~~financial~~specific ~~statements~~disclosures orunder ~~accounting~~“Management’s ~~policies~~Discussion and ~~any~~Analysis ~~significant~~of ~~changes in accounting standards or rules promulgated by the~~ Financial ~~Accounting~~Condition ~~Standards~~and ~~Board,~~Results ~~the~~of ~~SEC or other regulatory authorities.~~Operations”;

●

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

●

reviewing with management, the independent, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities.

Compensation Committee

We have established a compensation committee of the board of directors. Mr. ~~Michael~~ Browning, Mr. ~~Eric~~ Spiegel and Ms. ~~Nina~~ Jensen serve as members of our compensation committee, and Ms. ~~Nina~~ Jensen chairs the compensation committee.

We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

●

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

●

reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity-based plans that are subject to board approval of all of our other officers;

●

reviewing our executive compensation policies and plans;

●

implementing and administering our incentive compensation equity-based remuneration plans;

●

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

●

all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

● if required, producing a report on executive compensation to be included in our annual proxy statement; and

●

reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

Notwithstanding the foregoing, as indicated above, other than the payment to EWI Capital of $30,000 per month, for ~~up to 18 months (or up to 21 months, as applicable), for~~ office space and ~~for~~ administrative ~~services provided to members of our management team~~support, no cash compensation of any kind, including ~~finders,~~finder’s and consulting ~~or other similar~~ fees, will be paid toby ~~any~~us ofto our ~~existing shareholders~~sponsor, officers, and directors, or any of their respective affiliates, prior to, orcompletion ~~for any services they render in order to effectuate the consummation~~ of anour initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, our compensation committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

55The compensation committee charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

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committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

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

Director Nominations; Director Independence

We do not have a standing nominating committee though we intend to form a nominating and corporate governance as and when required to so by law or Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by our board of directors. Our board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration and recommendation of director nominees are Mr. ~~Michael~~ Browning, Mr. ~~Eric~~ Spiegel and Ms. ~~Nina~~ Jensen. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The board of directors will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that wish to nominate a director for election to our board of directors should follow the procedures set forth in our bylaws.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.

Advisors to the Board of Directors

We formed an advisory board comprised of four members, which appointments took effect upon the closing of our initial public offering. Such individuals assist our management team with sourcing and evaluating business opportunities and devising plans and strategies to optimize any business that we acquire. The advisors are neither paid nor reimbursed for any out-of-pocket expenses in connection with the search of acquisition targets before or after the consummation of our initial business combination. We have not currently entered into any formal arrangements or agreements with the members of our advisory board to provide services to us and they will have no fiduciary obligations to present business opportunities to us.

Mr. Girish Nadkarni

Mr. Nadkarni serves as an advisor. He is the CEO of TotalEnergies Ventures. Mr. Nadkarni joined TotalEnergies from ABB, where he founded ABB Technology Ventures. Mr. Nadkarni was on the selection committee for the WEF Technology Pioneers and has been listed on the Global Corporate Venturing Power List 100 for the past five years. He graduated as a Baker Scholar from Harvard Business School.

Mr. Peter Knez

Mr. Knez serves as an advisor. He is a former Chief Investment Officer at BlackRock following its acquisition of Barclays Global Investors (“BGI”) where he was Global Chief Investment Officer for fixed income. Prior to that, he held positions with Lincoln Capital Management and Goldman Sachs, where he led quantitative research and fixed income. Prior to Goldman Sachs, Mr. Knez held professorship positions at Kellogg School of Management, University of Wisconsin and University of Chicago. He completed his PhD work at The Wharton School at The University of Pennsylvania and post-doctoral work at the University of Chicago, with a research focus on term structure models and asset allocation.

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Mr. Petter Karal

Mr. Karal serves as an advisor. He is Co-Founder and CEO of Seatower AS, a European company specializing in foundations for offshore wind. He holds an MSc in Economics from NHH in Bergen, an EU Masters in Business (CEMS), and an MBA from the MIT Sloan School of Management. Before Seatower, Mr. Karal co-founded and built several technology-based businesses, including offshore oil & gas company Anchor Contracting. Mr. Karal has previously served as EVP of Findexa, Business Unit Manager at Eniro, and as a management consultant at McKinsey & Company.

Mr. Alberto Recchi

Mr. Recchi serves as an advisor. He previously co-led Galileo Acquisition Corp. (GLEO: NYSE), as Chief Financial Officer and Director, which merged with Shapeways, Inc. in the third quarter of 2021.. Mr. Recchi serves as a director and Chief Financial Officer for Shapeways. He is also a strategic advisor to Americas Technology Acquisition Corp., a Cayman Islands special purpose acquisition company (ATA: NYSE). Mr. Recchi has 20 years of experience in North American and Western European markets corporate and leveraged finance, mergers and acquisitions, and principal investing. In 2019, he founded Ampla Capital, a merchant bank based in New York that focuses on proprietary direct co-investments in growth-oriented SMEs in the North American and Western European markets. Previously, from 2016 to 2019, he was a Managing Director at MC Square Capital, a co-investment platform and cross-border boutique merchant bank based in the US. During the prior 12 years, Mr. Recchi was with Credit Suisse in the Private Banking and Wealth Management Division in London for three years, advising corporate treasury departments, single and multi-family offices, ultra-high net worth individuals across all product offerings, including direct investments, asset management, corporate finance and private wealth management. He spent nine years in their Investment Banking Division, based in both New York and London, as coverage team leader on several US and European private equity accounts, where he advised on all aspects of corporate finance and M&A, representing Financial Sponsors in sell side and buy side mandates. Mr. Recchi holds B.S. and M.S. degrees in Aerospace Engineering from the Polytechnic of Turin, Italy. He earned an M.B.A. from Columbia Business School and holds an M&A Certificate of Mastery issued by the New York Institute of Finance.

Availability of Documents

We filed a copy of our ~~form~~Code of Business Conduct and Ethics applicable to all of our officers, directors and employees (if any) (the “Code of Ethics”) as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (File No. 001-40972), and our audit committee charter and our compensation committee charter as exhibits to the ~~registration~~Registration ~~statement~~Statement on Form S-1 (File No. 333-254695) filed in connection with our initial public offering. You may also review these documents on our corporate website at www.pegyr.com or by accessing our public filings at the SEC’s ~~web~~website ~~site~~ at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request ~~from~~to us in writing at 1280 El Camino Real, Suite 200, Menlo Park, California 94025, or by telephone at (415) 205-7937.

If we make any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not incorporated by reference into this Annual Report or in any other report or document we file with the SEC, and any references to our website are intended to be inactive textual references only.68

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

Item 11. Executive Compensation.

Executive Officer and Director Compensation

None of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on the date that our securities were first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation, we pay, and will continue to pay, EWI Capital $30,000 per month for office space and for administrative services provided to members of our management team. In addition, our sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, executive officers or directors, or our or their affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection with identifying and consummating an initial business combination. Other than these payments and reimbursements, no cash compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. Our independent directors have each received 50,000 founder shares from our sponsor.

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and consummating an initial business combination. Other than these payments and reimbursements, no cash compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of our initial business combination. Our directors have each received interests in our sponsor representing an indirect interest in 25,000 founder shares as compensation for their service.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials furnished to our shareholders in connection with a proposed business combination. We have not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation will be known at the time of the proposed business combination, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive officers will be determined, or recommended to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority of the independent directors on our board of directors.

We do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

~~Compensation Committee Interlocks and Insider Participation~~69

~~None~~Item of12. ~~our~~Security ~~executive~~Ownership ~~officers currently serves, and in the past year has not served, as a member~~ of ~~the~~Certain ~~compensation~~Beneficial ~~committee~~Owners ofand ~~any~~Management ~~entity~~and ~~that~~Related ~~has~~Shareholder ~~one or more executive officers serving on our board of directors~~Matters.

~~Item~~The ~~12.~~following ~~Security~~table ~~Ownership~~sets forth information regarding the beneficial ownership of ~~Certain~~our ~~Beneficial~~ordinary ~~Owners~~shares ~~and~~as ~~Management~~of ~~and~~April ~~Related~~16, ~~Shareholder~~2024 ~~Matters.1~~based on information obtained from the persons named below, with respect to the beneficial ownership of ordinary shares, by:

~~The~~● ~~following~~each ~~table~~person ~~sets~~known ~~forth~~by ~~information~~us ~~regarding~~to be the beneficial ~~ownership~~owner of ~~our~~more ~~ordinary~~than ~~shares~~5% as of ~~March~~our ~~18,~~outstanding ~~2022 based on information obtained from the persons named below, with respect to the beneficial ownership of~~ ordinary shares~~, by:~~;

● each ~~person~~of ~~known~~our byexecutive usofficers toand bedirectors ~~the~~that ~~beneficial~~beneficially ~~owner~~owns ~~of more than 5% of our outstanding~~ ordinary shares; and

● ~~each~~all of our executive officers and directors ~~that~~as ~~beneficially~~a ~~owns ordinary shares; and~~group.

●In ~~all~~the table below, percentage ownership is based on 17,473,773 ordinary shares issued and outstanding, consisting of 17,473,772 Class A ordinary shares and one Class B ordinary share. The following table does not reflect record or beneficial ownership of our ~~executive~~warrants ~~officers~~because such warrants are not exercisable within 60 days of the date of this report. Unless otherwise indicated, we believe that all persons named in the table have sole voting and ~~directors~~investment power aswith arespect ~~group~~to all ordinary shares beneficially owned by them.

1 NTD: Table to updated as additional 13Gs are filed.

	Class A Ordinary Shares					Class B Ordinary Shares					Approximate
Name and Address of Beneficial Owner⁽¹⁾	Number of Shares Beneficially Owned		Approximate Percentage of Class			Number of Shares Beneficially Owned⁽²⁾		Approximate Percentage of Class			Percentage of Outstanding Ordinary Shares
Smilodon Capital, LLC⁽³⁾		5,272,697		30.2	%		1		100.0	%		30.2	%
Srinath Narayanan⁽³⁾		5,272,697		30.2	%		1		100.0	%		30.2	%
Prakash Ramachandran		—		—			—		—			—
David Roberts		—		—			—		—			—
Tim Dummer		—		—			—		—			—
Kathy Liu		—		—			—		—			—
Michael Browning		50,000		*			—		—			*
Nina Jensen		50,000		*			—		—			*
Eric Spiegel		50,000		*			—		—			*
All executive officers and directors as a group (8 individuals)		5,422,697		31.0	%		1		100.0	%		31.0	%
Picton Mahoney Asset Management⁽⁴⁾		1,140,000		6.5	%		—		—			6.5	%
First Trust Capital Management L.P.⁽⁵⁾		1,085,400		6.2	%		—		—			6.2	%

*	Less than one percent.
(1)	Unless otherwise indicated, the business address of each of the persons and entities is c/o Project Energy Reimagined Acquisition Corp., 1280 El Camino Real, Suite 200, Menlo Park, California 94025.
(2)	The sole issued and outstanding Class B ordinary share will automatically convert into one Class A ordinary share at the time of our initial business combination, subject to adjustment, or earlier at the option of the holder.
(3)	Smilodon Capital, LLC, our sponsor, is the record holder of the reported shares. Admit Capital, LLC (“Admit Capital”) is the manager of our sponsor, and Mr. Narayanan is the manager of Admit Capital. Admit Capital and Mr. Narayanan may be deemed to share beneficial ownership of such shares. Each of Admit Capital and Mr. Narayanan disclaims beneficial ownership of such shares except to the extent of its or his pecuniary interest therein.
(4)	Based on information provided in a Schedule 13G filed with the SEC on January 23, 2024 on behalf of Picton Mahoney Asset Management. The business address of this shareholder is 33 Yonge St #830, Toronto, ON M5E 1G4.
(5)	Based on information provided in a Schedule 13G filed with the SEC on February 14, 2024 on behalf of First Trust Merger Arbitrage Fund (“VARBX”), First Trust Capital Management L.P. (“FTCM”), First Trust Capital Solutions L.P. (“FTCS”) and FTCS Sub GP LLC (“Sub GP”). FTCM is an investment adviser that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company, specifically VARBX and First Trust Multi-Strategy Fund, and (ii) Highland Capital Management Institutional Fund II, LLC (collectively, the “Client Accounts”). Each of FTCS and Sub GP is a control person of FTCM. As investment adviser to the Client Accounts, FTCM may be deemed the beneficial owner of the reported shares held in the Client Accounts. FTCS and Sub GP may be deemed to control FTCM and therefore may also be deemed to be beneficial owners of the reported shares held in the Client Accounts. The business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21^st Floor, Chicago, IL 60606. The business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

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In the table below, percentage ownership is based on 26,377,660 Class A ordinary shares (which includes Class A ordinary shares that are underlying the units) and 6,594,415 Class B ordinary shares outstanding as of December 31, 2022. The Class B ordinary shares will be convertible into Class A ordinary shares on a one-for-one basis (subject to adjustment) concurrently with or immediately following the consummation of our initial business combination. The table below does not include the Class A ordinary shares underlying the private placement warrants held by our sponsor because these securities are not exercisable within 60 days of this Annual Report. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all ordinary shares beneficially owned by them.


	Class A Ordinary Shares			Class B Ordinary Shares
	Number of			Number of
	Shares			Shares
	Beneficially			Beneficially
Name and Address of Beneficial Owner	Owned	% of Class		Owned(1)	% of Class
Apollo Capital Management, L.P. (and affiliated entities) (2)	2,475,000	9.38		—	—
Apollo Credit Strategies Master Fund Ltd. (and affiliated entities) (3)	1,747,880	6.63		—	—
Citadel Advisors LLC (and affiliated entities) (4)	2,215,464	8.40	%	—	—
D.E. Shaw Valence Portfolios, L.L.C. (and affiliated entities) (5)	1,485,000	5.63	%	200,000	*
Atalaya Capital Management LP (and affiliated entities) (6)	1,979,999	7.50		—	—
Cowen Financial Products LLC (7)	1,500,000	5.69		—	—
Radcliffe Capital Management, L.P. (and affiliated entities) (8)	2,357,047	8.94	%	200,000	*
Saba Capital Management, L.P. (9)	2,059,428	9.0		—	—
Oasis Management Company Ltd. (10)	1,700,000	6.44		—	—
Millennium Management LLC (11)	1,716,723	6.51		—	—
Smilodon Capital, LLC (our sponsor) (12)	—	—		5,272,698	79.96
Srinath Narayanan (12)	—	—		5,272,698	79.96
Sanjay Mehta	—	—		—	—
Eric Spiegel (13)	—	—		50,000	*
Michael Browning (13)	—	—		50,000	*
Nina Jensen (13)	—	—		50,000	*
David Roberts	—	—		—	—
Tim Dummer	—	—		—	—
Kathy Liu	—	—		—	—
Prakash Ramachandran	—	—		—	—
All officers and directors as a group (9 individuals)	—	—		5,422,698	82.23	%

*Less than one percent.

(1) Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment, as described in the registration statement. Excludes Class A ordinary shares issuable pursuant to the forward purchase agreement, as such shares will only be issued, if at all, at the time of our initial business combination.

(2) Based on information provided in a Schedule 13G filed with the SEC on February 14, 2023, by Apollo Capital Management, L.P. (“Capital Management”) on behalf of itself and Apollo Capital Management GP, LLC (“Capital Management GP”), Apollo Management Holdings, L.P. (“Management Holdings”) and Apollo Management Holdings GP, LLC (“Management Holdings GP”, and collectively with Capital Management, Capital Management GP, and Management Holdings, the “Reporting Persons”). Each of the Reporting Persons may be deemed to beneficially own 2,475,000 Class A ordinary shares. Capital Management GP serves as the general partner of Capital Management. Management Holdings serves as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of

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Management Holdings. Based on such Schedule 13G, the address for each of the Reporting Persons is 9 W. 57th Street, 43rd Floor, New York, NY 10019.

(3) Based on information provided in a Schedule 13G filed with the SEC on February 14, 2023 by Apollo Credit Strategies Master Fund Ltd. (“Credit Strategies”) on behalf of itself and Apollo ST Fund Management LLC (“Management”), Apollo ST Operating LP (“Operating”), Apollo ST Capital LLC (“Capital”), and ST Management Holdings, LLC (“Holdings”, and collectively with Management, Operating and Capital, the “ST Entities” and together with Credit Strategies, the “Reporting Persons”). Each of the Reporting Persons may be deemed to beneficially own 1,747,880 Class A ordinary shares. Management serves as the investment manager for Credit Strategies. Operating is the sole member of Management. Capital is the general partner of Operating. Holdings is the sole member of Capital. Based on such Schedule 13G, the address for Credit Strategies is c/o Walkers Corporate Limited, Cayman Corporate Centre, 27 Hospital Road, George Town, Grand Cayman, KY-9008, Cayman Islands. The principal office of the ST Entities is 9 W. 57th Street, 43rd Floor, New York, NY 10019.

(4) Based on information provided in a Schedule 13G/A filed with the SEC on February 14, 2023 by Citadel Advisors LLC (“Advisors”) on behalf of itself and Citadel Advisors Holdings LP (“CAH”), Citadel GP LLC (“CGP”), and Mr. Kenneth Griffin (collectively, the “Reporting Persons”). Each of CAH and CGP may be deemed to beneficially own 2,130,606 shares. Mr. Kenneth Griffin may be deemed to beneficially own 2,215,464 shares. Advisors is the portfolio manager for Citadel Multi-Strategy Equities Master Fund Ltd. CAH is the sole member of Advisors. CGP is the general partner of CAH. Mr. Griffin is the President and Chief Executive Officer of CGP, and owns a controlling interest in CGP. Based on such Schedule 13G, the address for each of the Reporting Persons is 131 S. Dearborn Street, 32nd Floor, Chicago, IL 60603.

(5) Based on information provided in a Schedule 13G filed with the SEC on February 14 2023 by D.E. Shaw Valence Portfolios, L.L.C. on behalf of itself and D.E. Shaw & Co., L.L.C., D.E. Shaw & Co., L.P., and David E. Shaw. David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D.E. Shaw & Co., Inc., which is the general partner of D.E. Shaw & Co., L.P., which in turn is the investment advisor of D.E. Shaw Valence Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D.E. Shaw & Co. II, Inc., which is the managing member of D.E. Shaw & Co., L.L.C., which in turn is the manager of D.E. Shaw Valence Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 1,485,000 shares. David E. Shaw may be deemed to be the beneficial owner of such shares and disclaims beneficial ownership of such shares. Based on such Schedule 13G, the address for each reporting person is 1166 Avenues of the Americas, 9th Floor, New York, NY 10036.

(6) Based on information provided in a Schedule 13G/A filed with the SEC on February 14, 2022 by Atalaya Capital Management LP (“ACM”), on behalf of itself and Atalaya Special Purpose Investment Fund II LP (“ASPIF II”); ACM ASOF VII Holdco LP (“ASOF”); and ACM Alameda Special Purpose Investment Fund II LP (“Alameda”). ACM may be deemed the beneficial owners of 1,979,999 shares underlying the Units, including amounts beneficially owned by ASPIF II, ASOF and Alameda. Based on such Schedule 13G/A, the address of ACM, ASPIF II, ASOF, and Alameda is One Rockefeller Plaza, 32nd Floor, New York, NY 10020

(7) Based on information provided in a Schedule 13G/A filed with the SEC on January 24, 2023. Based on such Schedule 13G, the address of Cowen Financial Products LLC is 599 Lexington Ave., New York, NY 10022.

(8) Based on information provided in a Schedule 13G filed with the SEC on February 14, 2023 by Radcliffe Capital Management, on behalf of itself and RGC Management Company, LLC; Steven B. Katznelson; Christopher Hinkel; Radcliffe SPAC Master Fund, L.P. and Radcliffe SPAC GP, LLC. (collectively, “Radcliffe”). Radcliffe Capital Management, L.P. is the relevant entity for which RGC Management Company, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons. Radcliffe SPAC Master Fund, L.P. is the relevant entity for which Radcliffe SPAC GP, LLC, Steven B. Katznelson and Christopher Hinkel may be considered control persons. Such Schedule 13G reports that, as of February 14, 2023, each such person had shared voting power with respect to, and shared power to dispose of, all such shares. Based on such Schedule 13G, the address of Radcliffe Capital Management, L.P. is 50 Monument Road, Suite 300, Bala Cynwyd, PA 19004.

(9) Based on information provided in a Schedule 13/G/A filed with the SEC on February 17, 2022 by Saba Capital Management, L.P. (“Saba Capital”), on behalf of itself and Boaz R. Weinstein and Saba Capital Management GP, LLC (“Saba GP” and collectively with Mr. Weinstein and Saba Capital, the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, pursuant to which the Reporting Persons have agree to file the Schedule 13G/A and any subsequent amendments thereto. Based on such Schedule 13G/A, the address of Saba Capital, Mr. Weinstein and Saba GP is 405 Lexington Avenue, 58th Floor, New York, NY 10174.

(10) Based on information provided in a Schedule 13G/A filed with the SEC on February 14, 2023 by Oasis Management Company Ltd., on behalf of itself and Seth Fischer. Oasis Management Company Ltd. is the investment manager for the Class A ordinary shares held by certain investment funds managed by Oasis Management (the “Oasis Funds”). Seth Fischer is responsible or the supervision and conduct of all investment activities of Oasis Management Company Ltd., including all

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investment decisions with respect to the assets of the Oasis Funds. Based on such Schedule 13G/A, the address of Oasis Management Company Ltd. is Ugland House, P.O. Box 309 Grand Cayman, KY1-110, Cayman Islands and the address of Seth Fischer is c/o Oasis Compliance, Oasis Management (Hong Kong), 21st Floor, Man Yee Building, 68 Des Voeux Road, Central, Hong Kong.

(11) Based on information provided in a Schedule 13G filed with the SEC on January 20, 2023 by Millennium Management LLC on behalf of itself, Millennium Group Management LLC and Israel Englander. Millennium Group Management LLC is the managing member of Millennium Management LLC and Mr. Englander is the sole voting trustee of the managing member of Millennium Group Management LLC. Based on such Schedule 13G, the address of each reporting person is 399 Park Avenue, New York, NY 10022.

(12) Smilodon Capital, LLC is the record holder of the shares reported herein. Admit Capital, LLC is the managing member of our sponsor. Mr. Narayanan is the managing member of Admit Capital, LLC, and may be deemed to share beneficial ownership of such shares. Mr. Narayanan disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

(13) Each of such persons holds an indirect interest in founder shares through Smilodon Capital, LLC. The business address of each individual is 3 Lagoon Drive, Suite 170, Redwood City, CA 94065.

Certain Relationships and Related Transactions

On February 18, 2021, our sponsor paid $25,000 to purchase 8,625,000 founder shares, or approximately $0.003 per share. On July 29, 2021, our sponsor effected a surrender of 1,437,500 founder shares to the company for no consideration resulting in a decrease in the total number of founder shares outstanding to 7,187,500. The number of founder shares outstanding was determined based on the expectation that the total size of our initial public offering would be a maximum of 28,750,000 units if the underwriters’ over-allotment option was exercised in full, and therefore such founder shares would represent 20% of the outstanding shares after our initial public offering.

~~Our~~Prior to the consummation of our initial public offering, on February 18, 2021, our sponsor ~~purchased~~paid an$25,000 ~~aggregate~~to ofpurchase 8,~~150~~625,000 ~~warrants~~founder atshares, aor ~~price~~approximately of $10.00003 per ~~warrant~~share. On July 29, or2021, $8our sponsor surrendered 1,~~150~~437,~~000~~500 founder shares to us for no consideration, resulting in a ~~private~~decrease ~~placement~~in ~~that~~the ~~closed~~total ~~simultaneously~~number of founder shares outstanding to 7,187,500. Our sponsor transferred to our independent directors and the additional anchor investors an aggregate of 1,321,717 founder shares. On December 12, 2021, in connection with the ~~closing~~expiration of the ~~initial~~remaining ~~public~~portion ~~offering.~~of ~~Each~~the ~~private~~underwriters’ over-allotment ~~placement~~option, ~~warrant~~our ~~entitles~~sponsor ~~the~~forfeited ~~holder~~593,085 founder shares to ~~purchase~~us ~~one~~for ~~Class A~~no ~~ordinary~~consideration, ~~share~~and at6,594,415 ~~$11.50~~founder ~~per~~shares ~~share~~remain outstanding. On ~~The~~August ~~private~~1, ~~placement~~2023, ~~warrants~~pursuant ~~(including~~to the Class A B Conversion in connection with the Extension, 6,594,414 founder shares were converted from Class B ordinary shares ~~issuable~~to ~~upon~~Class ~~exercise~~A ofordinary ~~the~~shares ~~private~~on ~~placement~~a ~~warrants)~~one-for-one ~~may~~basis. ~~not~~Notwithstanding the Class B Conversion, ~~subject~~the toholders ~~certain~~of ~~limited~~founder ~~exceptions,~~shares will not be ~~transferred,~~entitled ~~assigned~~to orreceive ~~sold~~any ~~until~~funds ~~30 days~~held ~~after~~in the ~~completion~~trust ofaccount ~~our~~with ~~initial~~respect ~~business~~to ~~combination~~any such converted shares.

WeSubject ~~currently~~to ~~utilize~~certain ~~office~~limited ~~space~~exceptions, atour 3initial shareholders ~~Lagoon~~have ~~Drive,~~agreed ~~Suite 170,~~not ~~Redwood~~to ~~City~~transfer, ~~California~~assign ~~94065~~or ~~from~~sell ~~EWI~~any ~~Capital,~~of antheir ~~affiliate~~founder shares until the earlier to occur of: (A) one year after the completion of our ~~chief~~initial ~~executive~~business ~~officer~~combination ~~and~~or a(B) ~~member~~subsequent ofto our ~~sponsor.~~initial Webusiness ~~pay~~combination, ~~EWI~~(x) ~~Capital~~if the closing price of our Class A ordinary shares equals or exceeds $~~30,000~~12.00 per ~~month~~ share (as adjusted for ~~office~~share ~~space~~divisions, share capitalizations, reorganizations, recapitalizations and ~~payment~~the oflike) ~~administrative~~for ~~personnel~~any ~~providing~~20 ~~services~~trading todays ~~members~~within ofany ~~our~~30-trading ~~management~~day ~~team.~~period ~~Upon~~commencing ~~completion~~at ofleast ~~our~~150 ~~initial~~days after the initial business combination, or ~~our~~(y) the date on which we complete a liquidation, wemerger, ~~will~~capital ~~cease~~stock ~~paying~~exchange ~~these monthly~~or ~~fees~~other similar transaction that results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property.

NoOur ~~compensation~~sponsor ofpurchased ~~any~~an ~~kind,~~aggregate ~~including~~of ~~finder’s and consulting fees~~8,425,532 warrants ~~will~~at bea ~~paid~~price byof ~~the~~$1.00 ~~company~~per ~~to our sponsor~~warrant, ~~executive~~or ~~officers and directors~~$8,150,000, orin ~~any~~private ofplacements ~~their~~that ~~respective~~closed ~~affiliates,~~simultaneously ~~for~~with ~~services~~the ~~rendered~~closing ~~prior~~of tothe orinitial public inoffering ~~connection~~and ~~with~~ the ~~completion~~partial exercise of anthe ~~initial~~over-allotment ~~business combination~~option. ~~However,~~Each ~~these~~private ~~individuals~~placement ~~will~~warrant beentitles ~~reimbursed~~the ~~for~~holder ~~any~~to ~~out-of-pocket~~purchase one ~~expenses~~Class ~~incurred~~A inordinary ~~connection~~share ~~with~~at ~~activities~~$11.50 onper ~~our~~share. ~~behalf~~The ~~such~~private asplacement ~~identifying~~warrants ~~potential~~(including ~~target~~the ~~businesses~~Class ~~and~~A ~~performing~~ordinary ~~due~~shares ~~diligence~~issuable onupon ~~suitable~~exercise of ~~business~~the ~~combinations.~~private ~~Our~~placement ~~audit~~warrants) ~~committee~~may ~~will~~not, ~~review~~subject onto acertain ~~quarterly~~limited ~~basis~~exceptions, ~~all~~be ~~payments~~transferred, ~~that~~assigned ~~were~~or ~~made~~sold tountil ~~our~~30 ~~sponsor,~~days ~~officers,~~after the ~~directors~~completion orof our orinitial ~~their~~business ~~affiliates~~combination.

We currently utilize office space at 1280 El Camino Real, Suite 200, Menlo Park, California 94025 from EWI Capital, an affiliate of Srinath Narayanan (our President and Chief Executive Officer) and a member of our sponsor. Commencing on October 29, 2021, we pay EWI Capital $30,000 per month for office space and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

No compensation of any kind, including finder’s and consulting fees, will be paid by the company to our sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their affiliates. Our independent directors have each received 50,000 founder shares from our sponsor.

Our sponsor entered into an agreement with us to loan us funds up to $300,000 under an unsecured promissory note to be used for a portion of the expenses of the initial public offering. These loans were non-interest bearing, unsecured and were paid in full at the closing of the initial public offering. On November 3, 2021, we repaid the outstanding balance under the promissory note.

In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. ~~Except~~Prior asto ~~set~~the ~~forth~~completion of ~~above~~our initial business combination, ~~the~~we ~~terms~~do ofnot ~~such~~expect to seek loans, iffrom ~~any,~~parties ~~have~~other than our sponsor or an affiliate of our sponsor as we do not ~~been~~believe ~~determined~~third parties will be willing to loan such funds and noprovide a waiver against any and all rights to seek access to funds in our trust account.

61On October 25, 2023, we issued an unsecured promissory note to our sponsor, whereby our sponsor has agreed to loan up to $500,000 to us for working capital needs. Additionally, on January 26, 2024, we issued an unsecured promissory note to Srinath Narayanan (our President and Chief Executive Officer), whereby Mr. Narayanan has agreed to loan up to $375,000 to us for working capital needs. Each loan accrues no interest on the unpaid principal balance and is due on the earlier of (i) the date on which we consummate our initial business combination and (ii) the date that our winding up is effective. As of the date of this report, we had an aggregate outstanding balance of $850,000 under such notes.

~~Table~~Pursuant to a forward purchase agreement entered into in connection with our initial public offering, EWI Capital subscribed to purchase up to 2,000,000 units for $10.00 per unit, or up to $20,000,000, in a private placement to close substantially concurrently with the closing of ~~Contents~~our initial business combination. On October 2, 2023, we mutually agreed with EWI Capital to terminate the forward purchase agreement.

~~written~~On ~~agreements~~July ~~exist~~25, 2023, we entered into one or more Non-Redemption Agreements with ~~respect~~one or more unaffiliated third parties in exchange for them each agreeing not to ~~such~~redeem ~~loans.~~an ~~Prior~~aggregate of 760,000 public shares in connection with certain proposals considered and voted upon at the Extension Meeting, in exchange for our agreeing to issue or cause to be issued to each such investor 138,000 Post-Combination Shares at the ~~completion~~time of our initial business combination,. We wesubsequently doentered ~~not~~into ~~expect~~additional toNon-Redemption ~~seek~~Agreements ~~loans~~with ~~from~~unaffiliated third parties ~~other~~on ~~than~~the ~~our~~same ~~sponsor~~ or ansimilar ~~affiliate~~terms reflecting the above ratio of ~~our~~non-redeemed ~~sponsor~~public asshares to Post-Combination Shares, in each case with respect to the Extension Meeting. Pursuant to all such Non-Redemption Agreements, we dohave ~~not~~agreed ~~believe~~to ~~third~~issue ~~parties~~or ~~will~~cause to be ~~willing~~issued to ~~loan~~ such ~~funds~~investors ~~and~~an ~~provide~~aggregate aof ~~waiver~~1,645,596 ~~against~~Post-Combination Shares. In addition, we have agreed that we will not utilize any ~~and~~funds ~~all~~from ~~rights~~the trust account to ~~seek~~pay ~~access~~any potential excise taxes that may become due pursuant to ~~funds~~the IR Act upon a redemption of public shares, including in ~~our~~connection ~~trust~~with ~~account~~the Extension, an initial business combination or our liquidation.

~~Any~~The holders of ~~the~~founder ~~foregoing~~shares, ~~payments~~private toplacement warrants ~~our~~and ~~sponsor,~~warrants ~~repayments~~that may be issued upon conversion of working capital loans ~~from~~(and ~~our~~any ~~sponsor~~Class orA ~~repayments~~ordinary shares issuable upon the exercise of the private placement warrants and warrants issued upon conversion of working capital loans) ~~prior~~are entitled to registration rights pursuant to a registration rights agreement entered into at the time of our initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of an initial business combination. ~~will~~We have also granted such registration rights to the holders of Post-Combination Shares that may be ~~made~~issued ~~using~~pursuant ~~funds~~to ~~held~~the ~~outside~~Non-Redemption Agreements. We will bear the ~~trust~~expenses ~~account~~incurred in connection with the filing of any such registration statements.

After our initial business combination, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable, furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.

We have entered into a registration rights agreement with respect to the founder shares and private placement warrants, which are described under the heading “Principal Shareholders – Registration Rights” in our Form S-1 (as amended) filed with the U.S. Securities and Exchange Commission on March 25, 2021.72

Policy for Approval of Related Party Transactions

The audit committee of our board of directors adopted a policy setting forth the policies and procedures for its review and approval or ratification of “related party transactions.” A “related party transaction” is any consummated or proposed transaction or series of transactions: (i) in which the company was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of the average of the company’s total assets at year-end for the prior two completed fiscal years in the aggregate over the duration of the transaction (without regard to profit or loss); and (iii) in which a “related party” had, has or will have a direct or indirect material interest. “Related parties” under this policy include: (i) our directors, nominees for director or executive officers; (ii) any record or beneficial owner of more than 5% of any Class of our voting securities; (iii) any immediate family member of any of the foregoing if the foregoing person is a natural person; and (iv) any other person who ~~maybe~~may be a “related person” pursuant to Item 404 of Regulation S-K under the Exchange Act. Pursuant to the policy, the audit committee will consider (i) the relevant facts and circumstances of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm’s-length dealings with an unrelated third party, (ii) the extent of the related party’s interest in the transaction, (iii) whether the transaction contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction to be in the best interests of the company and its shareholders and (v) the effect that the transaction may have on a director’s status as an independent member of the board and on his or her eligibility to serve on the board’s committees. Management will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance with the guidelines set forth in the policy. The policy does not permit any director or executive officer to participate in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

Director Independence

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

Item 14. Principal ~~Accounting~~Accountant Fees and Services.

The following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered.

Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our periodic reports for the respective periods and other required filings with the SEC for the period for the years ended December 31, 2023 and 2022 totaled approximately $87,550 and $72,100, respectively.

62Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning financial accounting and reporting standards for the year ended December 31, 2023 and 2022.

~~Table~~Tax ofFees. ~~Contents~~We did not pay Marcum for tax planning and tax advice for the year ended December 31, 2023 and 2022.

~~professional~~All ~~services~~Other ~~rendered~~Fees. ~~for~~We ~~the~~did ~~audit~~not ofpay ~~our annual financial statements, review of the financial information included in our periodic reports~~ Marcum for ~~the respective periods and~~ other ~~required~~services ~~filings with the SEC~~ for the ~~period~~year ~~for the years~~ ended December 31, ~~2022~~2023 and ~~2021 totaled approximately $72,100 and $110,479, respectively~~2022.

~~Audit~~Pre-~~Related~~Approval Fees. Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum for consultations concerning financial accounting and reporting standards for the year ended December 31, 2022.Policy

~~Tax~~Our ~~Fees~~audit committee was formed upon the consummation of our initial public offering. WeAs a result, the audit committee did not ~~pay~~pre-approve ~~Marcum~~all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for ~~tax~~us ~~planning~~by our auditors, including the fees and ~~tax~~terms ~~advice~~thereof (subject to the de minimis exceptions for non-audit services described in the ~~year~~Exchange ~~ended~~Act ~~December~~which ~~31,~~are ~~2022~~approved by the audit committee prior to the completion of the audit).

~~All Other Fees. We did not pay Marcum for other services for the year ended December 31, 2022.~~73

~~Pre-Approval~~PART ~~Policy~~IV

~~Our~~Item ~~audit committee was formed upon the consummation of our initial public offering~~15. AsExhibits a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee, and onFinancial aStatement going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit)Schedules.

The following documents are filed as part of this report:

631. Financial Statements

Table of Contents

Report of Independent Registered Public Accounting Firm		F-2
Balance Sheets as of December 31, 2023 and 2022		F-3
Statements of Operations for the years ended December 31, 2023 and 2022		F-4
Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2023 and 2022		F-5
Statements of Cash Flow for the years ended December 31, 2023 and 2022		F-6
Notes to Financial Statements		F-7

~~PART IV~~2. Financial Statement Schedules

~~Item 15~~None. ~~Exhibits, Financial Statement Schedules.~~

~~The~~3. ~~following documents are filed as part of this Annual Report on Form 10-K:~~Exhibits

1.Exhibits ~~Financial~~not ~~Statements~~incorporated by reference to a prior filing are designated by an asterisk (*) and are filed or furnished herewith, as indicated; all exhibits not so designated are incorporated by reference to a prior SEC filing, as indicated.

2. Financial Statement Schedules

No.		Description of Exhibit
1.1		Underwriting Agreement, dated October 28, 2021, by and between the Registrant and J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the underwriters (Incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 2, 2021).
2.1		Business Combination Agreement, dated October 2, 2023, among the Registrant, Heramba Electric plc, Heramba Merger Corp., Heramba Limited and Heramba GmbH (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on October 6, 2023).
2.2		Form of Plan of Merger (Incorporated by reference to Annex D to the Registrant’s definitive proxy statement (File No. 001-40972) filed with the SEC on March 19, 2024).
3.1		Amended and Restated Memorandum and Articles of Association (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 2, 2021).
3.2		Amendments to the Amended and Restated Memorandum and Articles of Association, effective as of August 1, 2023 (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on August 4, 2023).
4.1		Specimen Unit Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1/A (File No. 333-254695), filed with the SEC on September 29, 2021).
4.2		Specimen Ordinary Share Certificate (Incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-1/A, filed with the SEC on September 29, 2021).
4.3		Specimen Warrant Certificate (Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-254695), filed with the SEC on September 29, 2021).
4.4		Warrant Agreement, dated October 28, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 2, 2021).
4.5		Form of Amended and Restated Warrant Agreement among the Registrant, Heramba Electric plc, Continental Stock Transfer & Trust Company and any successor warrant agent (Incorporated by reference to Exhibit 4.2 to Heramba Electric plc’s Registration Statement on Form F-4/A (File No. 333-275903) filed with the SEC on March 15, 2024).
4.6*		Description of Securities.
10.1		Letter Agreement among Registrant, Smilodon Capital, LLC and each of the executive officers and directors of the Registrant (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 2, 2021).
10.2		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 2, 2021).

All financial statements are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in the financial statements and notes thereto in this Item 15 of Part IV below.74

3. Exhibits

10.3		Amendment to Investment Management Trust Agreement, dated August 1, 2023, between the Registrant and Continental Stock Transfer & Trust Company (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on August 4, 2023).
10.4		Registration Rights Agreement among the Registrant, Smilodon Capital, LLC and the Holders signatory thereto (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 2, 2021).
10.5		Private Placement Warrants Purchase Agreement between the Registrant and Smilodon Capital, LLC (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 2, 2021).
10.6		Administrative Services Agreement, dated October 28, 2021, by and between the Registrant and EWI Capital SPAC I LLC (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 2, 2021).
10.7		Form of Non-Redemption Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on July 26, 2023).
10.8		Sponsor Support Agreement, dated October 2, 2023, among the Registrant, Heramba GmbH and Smilodon Capital, LLC (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on October 6, 2023).
10.9		Promissory Note issued in favor of Smilodon Capital, LLC, dated October 25, 2023 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on October 31, 2023).
10.10		Promissory Note issued in favor of Srinath Narayanan, dated January 26, 2024 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on February 1, 2024).
14.1		Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-40972) filed with the SEC on March 29, 2022).
24.1		Power of Attorney (included on signature page hereto).
31.1*		Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial and Accounting Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
97.1*		Clawback Policy.
99.1		Form of Audit Committee Charter (Incorporated by reference to Exhibit 99.1 to the Registrant’s Form S-1/A, filed with the SEC on September 29, 2021).
99.2		Form of Compensation Committee Charter (Incorporated by reference to Exhibit 99.2 to the Registrant’s Form S-1/A, filed with the SEC on September 29, 2021).
101.INS*		Inline XBRL Instance Document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document.
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibits 101).

We* ~~hereby~~Filed ~~file~~herewith as** ~~part~~Furnished ~~of this report the exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the SEC website at www.sec.gov.~~herewith

Item 16. Form 10-K Summary

Not applicable.

Table of Contents

EXHIBIT INDEX

No.		Description of Exhibit
1.1		Underwriting Agreement, dated October 28, 2021, by and between the Registrant and J.P. Morgan Securities LLC and BofA Securities, Inc., as representatives of the underwriters. (Incorporated by reference to Exhibit 1.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 24, 2021).
3.1		Amended and Restated Memorandum and Articles of Association. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 24, 2021).
4.1		Specimen Unit Certificate. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form S-1, filed with the SEC on September 29, 2021).
4.2		Specimen Ordinary Share Certificate. (Incorporated by reference to Exhibit 4.2 to the Registrant’s Form S-1, filed with the SEC on September 29, 2021).
4.3		Specimen Warrant Certificate. (Incorporated by reference to Exhibit 4.3 to the Registrant’s Form S-1, filed with the SEC on September 29, 2021).
4.4		Warrant Agreement, dated October 28, 2021, by and between the Registrant and Continental Stock Transfer & Trust Company, as warrant agent. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 24, 2021).
4.5		Description of Securities. (Incorporated by reference to Exhibit 4.5 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-40972) filed with the SEC on March 29, 2022).
10.1		Letter Agreement among Registrant, Smilodon Capital, LLC and each of the executive officers and directors of the Registrant. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 24, 2021).
10.2		Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 24, 2021).
10.3		Registration Rights Agreement among the Registrant, Smilodon Capital, LLC and the Holders signatory thereto. (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 24, 2021).
10.4		Private Placement Warrants Purchase Agreement between the Registrant and Smilodon Capital, LLC. (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 24, 2021).
10.5		Administrative Services Agreement, dated October 28, 2021, by and between the Registrant and EWI Capital SPAC I LLC. (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K (File No. 001-40972) filed with the SEC on November 24, 2021).
10.6		Forward Purchase Agreement between the Registrant and EWI Capital SPAC I LLC. (Incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1/A (Registration No. 333-254695) filed with the SEC on September 29, 2021).
14.1		Code of Business Conduct and Ethics (Incorporated by reference to Exhibit 14.1 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2021 (File No. 001-40972) filed with the SEC on March 29, 2022).
24.1		Power of Attorney (included on signature page hereto).
31.1*		Certification of Principal Executive Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer pursuant to Rules 13a-14 and 15d-14 promulgated under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**		Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
		Cover Page Interactive Data File (formatted as Inline XBRL and contained in the Interactive Data Files submitted as Exhibits 101)

*Filed herewith

**Furnished herewith

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


	Project Energy Reimagined Acquisition Corp.
	Project Energy Reimagined Acquisition Corp.
Date: April 16, 2024	By:	/s/ Srinath Narayanan

	Name:	Srinath Narayanan
Date: April 6, 2023	By:	/s/ Srinath Narayanan
	Title:	Chief Executive Officer
	Name:	Srinath Narayanan
		(Principal Executive Officer)
	Title:	Chief Executive Officer
Date: April 16, 2024	By:	/s/ Prakash Ramachandran
	Name:	Prakash Ramachandran
	Title:	Chief Financial Officer
		(Principal Financial and Accounting Officer)

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Srinath Narayanan and Prakash Ramachandran, jointly and severally, as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Srinath Narayanan and Prakash Ramachandran as his or her true and lawful attorney-in-fact, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the SEC, hereby ratifying and confirming all that said attorney-in-fact or his substitute, each acting alone, may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

Name	Position(s)	Date

/s/ Srinath Narayanan	President, Chief Executive Officer and Director	April 16, 2024
Srinath Narayanan	(Principal Executive Officer)

/s/ Prakash Ramachandran	Chief Financial Officer	April 16, 2024
Prakash Ramachandran	(Principal Financial and Accounting Officer)

/s/ Michael Browning	Director	April 16, 2024
Michael Browning

/s/ Eric Spiegel	Director	April 16, 2024
Eric Spiegel

/s/ Nina Jensen	Director	April 16, 2024
Nina Jensen

Name	Position	Date

/s/ Srinath Narayanan	Chief Executive Officer	April 6, 2023
Srinath Narayanan	(Principal Executive Officer), Director

/s/ Prakash Ramachandran	Chief Financial Officer	April 6, 2023
Prakash Ramachandran	(Principal Financial and Principal Accounting Officer), Director

/s/ Sanjay Mehta	President and Director	April 6, 2023
Sanjay Mehta

/s/ Michael Browning	Director	April 6, 2023
Michael Browning

/s/ Eric Spiegel	Director	April 6, 2023
Eric Spiegel

/s/ Nina Jensen	Director	April 6, 2023
Nina Jensen

Table of Contents

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

INDEX TO FINANCIAL STATEMENTS


Report of Independent Registered Public Accounting Firm (PCAOB Number 688)		F-2
Balance Sheets as of December 31, 2023 and 2022		F-3
Statements of Operations for the years ended December 31, 2023 and 2022		F-4
Statements of Changes in Shareholders’ Deficit for the years ended December 31, 2023 and 2022		F-5
Statements of Cash Flow for the years ended December 31, 2023 and 2022		F-6
Notes to Financial Statements		F-7


Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of December 31, 2022 and 2021	F-3
Statements of Operations for the year ended December 31, 2022 and for the period from February 10, 2021 (inception) through December 31, 2021	F-4
Statements of Changes in Shareholders’ Deficit for the year ended December 31, 2022 and for the period from February 10, 2021 (inception) through December 31, 2021	F-5
Statements of Cash Flows for the year ended December 31, 2022 and for the period from February 10, 2021 (inception) through December 31, 2021	F-6
Notes to Financial Statements	F-7

F-1

Table of Contents

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and Board of Directors of

Project Energy Reimagined Acquisition Corp.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Project Energy Reimagined Acquisition Corp. (the “Company”) as of December 31, ~~2022~~2023 and ~~2021~~2022, the related statements of operations, changes in shareholders’ deficit, and cash flows ~~the~~for ~~year~~each ~~ended~~of ~~December~~the ~~31,~~two ~~2022~~years ~~and~~in ~~for~~ the period ~~from~~ended ~~February 10, 2021 (inception) through~~ December 31, ~~2021~~2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2022~~2023 and ~~2021~~2022, and the results of its operations and its cash flows for ~~the~~each ~~year~~of ~~ended~~the ~~December~~two ~~31,~~years ~~2022~~in ~~and for~~ the period ~~from~~ended ~~February 10, 2021 (inception) through~~ December 31, ~~2021~~2023, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph – Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As ~~more fully~~ described in Note 1 to the financial statements, the Company ~~may~~is ~~need~~a toSpecial ~~raise~~Purpose ~~additional~~Acquisition Corporation ~~funds~~that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses on or before May 2, 2024. The Company entered into a business combination agreement with a business combination target on October 2, 2023; however, the completion of this transaction is subject to ~~meet~~the ~~its~~approval of ~~obligations~~the ~~and~~Company’s ~~sustain~~shareholders ~~its~~among ~~operations~~other ~~and~~conditions. There is no assurance that the Company will beobtain the necessary approvals, satisfy the required closing conditions, raise the additional capital it needs to ~~liquidate~~fund its operations, and ~~dissolve~~complete the transaction prior to May 2, 2024, if itat ~~does~~all. ~~not~~The ~~consummate~~Company analso ~~initial~~has no approved plan in place to extend the business combination bydeadline and fund operations for any period of time after May 2, ~~2023~~2024, in the event that it is unable to complete a business combination by that date. These matters ~~conditions~~ raise substantial doubt about the Company'’s ability to continue as a going concern. Management'’s plans inwith regard to these matters are also described in Note 1. The financial statements do not include any adjustments that ~~might~~may ~~result~~be ~~from~~necessary should the Company ~~outcome~~be ofunable ~~this~~to ~~uncertainty~~continue as a going concern.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum ~~LLP~~llp

Marcum ~~LLP~~llp

We have served as the Company’s auditor since 2021.

Houston, TX April 16, 2024

April 6, 2023

F-2

Table of Contents

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

BALANCE SHEETS

	December 31, 2023			December 31, 2022

Assets
Current assets
Cash	$	127,624		$	515,534
Prepaid expenses and other current assets		—			226,094
Total current assets		127,624			741,628
Investments held in trust account		115,981,606			267,475,787
Deferred offering costs		17,393,949			—
Total Assets	$	133,503,179		$	268,217,415

Liabilities and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	1,605,457		$	97,919
Accrued expenses		2,435,615			437,406
Accrued expenses - related party		395,000			65,000
Promissory note - related party		500,000			—
Total current liabilities		4,936,072			600,325
Warrant liabilities		660,831			864,575
Derivative liability - forward purchase agreement		—			318,735
Accrued offering costs		17,393,949			—
Deferred underwriting fee payable		—			9,232,181
Total Liabilities		22,990,852			11,015,816

Commitments (Note 6)
Class A ordinary shares, $0.0001 par value, subject to possible redemption; 10,879,358 and 26,377,660 shares at redemption value as of December 31, 2023 and 2022, respectively		115,881,606			267,375,787

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—			—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; 6,594,414 and 0 issued and outstanding (excluding 10,879,358 and 26,377,660 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively		660			—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 1 and 6,594,415 shares issued and outstanding as of December 31, 2023 and 2022, respectively		—			660
Additional paid-in capital		—			—
Accumulated deficit		(5,369,939	)		(10,174,848	)
Total Shareholders’ Deficit		(5,369,279	)		(10,174,188	)
Total Liabilities and Shareholders’ Deficit	$	133,503,179		$	268,217,415


	December 31, 2022		December 31, 2021
Assets
Current assets
Cash	$	515,534	$	1,493,933
Prepaid expenses		226,094		387,639
Total current assets		741,628		1,881,572
Prepaid insurance - noncurrent		—		226,097
Investments held in trust account		267,475,787		263,773,700
Total Assets	$	268,217,415	$	265,881,369

Liabilities and Shareholders’ Deficit:
Current liabilities:
Accounts payable	$	97,919	$	89,077
Accrued expenses		437,406		78,722
Accrued offering costs		—		12,632
Accrued expenses - related party		65,000		—
Total current liabilities		600,325		180,431
Warrant liabilities		864,575		12,104,043
Derivative liability - forward purchase agreement		318,735		437,800
Deferred underwriting fee payable		9,232,181		9,232,181
Total Liabilities		11,015,816		21,954,455

Commitments (Note 6)
Class A ordinary shares, $0.0001 par value, subject to possible redemption; 26,377,660 shares at redemption value		267,375,787		263,776,600

Shareholders’ Deficit:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A ordinary shares, $0.0001 par value; 200,000,000 shares authorized; none issued and outstanding (excluding 26,377,660 shares subject to possible redemption)		—		—
Class B ordinary shares, $0.0001 par value; 20,000,000 shares authorized; 6,594,415 shares issued and outstanding		660		660
Additional paid-in capital		—		—
Accumulated deficit		(10,174,848)		(19,850,346)
Total Shareholders’ Deficit		(10,174,188)		(19,849,686)
Total Liabilities and Shareholders’ Deficit	$	268,217,415	$	265,881,369

The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements.

F-3

Table of Contents

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

STATEMENTS OF OPERATIONS

	For the years ended December 31,
	2023			2022
Operating costs	$	4,949,751		$	1,785,935
Loss from operations		(4,949,751	)		(1,785,935	)
Gain on investments held in Trust Account		—			2,900
Interest and dividend income on investments held in Trust Account		9,786,497			3,699,187
Unrealized (loss) gain on fair value of derivative liability - forward purchase agreement		(1,849,265	)		119,065
Unrealized gain on fair value of warrant liabilities		203,744			11,239,468
Gain on waiver of deferred underwriting commissions by underwriter		456,993			—
Net income	$	3,648,218		$	13,274,685

Basic and diluted weighted average shares outstanding, Class A ordinary shares		22,669,740			26,377,660
Basic and diluted net income per share, Class A ordinary shares	$	0.14		$	0.40
Basic and diluted weighted average shares outstanding, Class B ordinary shares		3,848,248			6,594,415
Basic and diluted net income per share, Class B ordinary shares	$	0.14		$	0.40


			For the period
			from February
			10, 2021
	For the Year		(Inception)
	Ended		Through
	December 31,		December 31,
	2022		2021
Operating and formation costs	$	1,785,935	$	440,985
Loss from operations		(1,785,935)		(440,985)
Gain (loss) on investments held in Trust Account		2,900		(2,900)
Interest and dividend income on investments held in Trust Account		3,699,187		—
Gain (loss) on change in fair value of derivative liability - forward purchase agreement		119,065		(426,600)
Expensed offering costs		—		(2,089,260)
Gain on change in fair value of warrant liabilities		11,239,468		9,378,431
Net income	$	13,274,685	$	6,418,686

Basic and diluted weighted average shares outstanding, Class A ordinary shares		26,377,660		4,739,558
Basic and diluted net income per share, Class A ordinary shares	$	0.40	$	0.59
Basic and diluted weighted average shares outstanding, Class B ordinary shares (1)		6,594,415		6,145,043
Basic and diluted net income per share, Class B ordinary shares	$	0.40	$	0.59

(1) For the period from February 10, 2021 through December 31, 2021, the weighted average shares outstanding includes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). The underwriters partially exercised their over-allotment option on November 17, 2021, leaving 593,085 Class B ordinary shares subject to forfeiture. On December 12, 2021, the remaining over-allotment option expired and 593,085 Class B ordinary shares were forfeited (see Notes 3 and 6).

The accompanying notes are an integral part of these financial statements.

F-4

Table of Contents

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2023

	Ordinary Shares										Additional					Total
	Class A				Class B						Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance as of January 1, 2023		—	$	—		6,594,415		$	660		$	—	$	(10,174,848	)	$	(10,174,188	)
Waiver of deferred underwriting commissions by underwriter (see Note 6)		—		—		—			—			—		8,775,188			8,775,188
Conversion of Class B common shares to Class A common shares		6,594,414		660		(6,594,414	)		(660	)		—		—			—
Remeasurement of ordinary shares subject to redemption, to redemption value		—		—		—			—			—		(9,786,497	)		(9,786,497	)
Extinguishment of forward purchase agreement		—		—		—			—			—		2,168,000			2,168,000
Net income		—		—		—			—			—		3,648,218			3,648,218
Balance as of December 31, 2023		6,594,414	$	660		1		$	—		$	—	$	(5,369,939	)	$	(5,369,279	)

FOR THE YEAR ENDED DECEMBER 31, 2022

	Ordinary Shares								Additional					Total
	Class A				Class B				Paid-in		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance as of January 1, 2022		—	$	—		6,594,415	$	660	$	—	$	(19,850,346	)	$	(19,849,686	)
Remeasurement of ordinary shares subject to redemption, to redemption value		—		—		—		—		—		(3,599,187	)		(3,599,187	)
Net income		—		—		—		—		—		13,274,685			13,274,685
Balance as of December 31, 2022		—		—		6,594,415	$	660	$	—	$	(10,174,848	)	$	(10,174,188	)


	Ordinary Shares
	Class A			Class B
							Additional				Total
							Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance at January 1, 2022	—	$	—	6,594,415	$	660	$	—	$	(19,850,346)	$	(19,849,686)
Remeasurement of ordinary shares subject to redemption to redemption value	—		—	—		—		—		(3,599,187)		(3,599,187)
Net income	—		—	—		—		—		13,274,685		13,274,685
Balance at December 31, 2022	—	$	—	6,594,415	$	660	$	—	$	(10,174,848)	$	(10,174,188)

FOR THE PERIOD FROM FEBRUARY 10, 2021 (INCEPTION) THROUGH DECEMBER 31, 2021


	Ordinary Shares
	Class A			Class B
							Additional				Total
							Paid-in		Accumulated		Shareholders’
	Shares	Amount		Shares	Amount		Capital		Deficit		Deficit
Balance at February 10, 2021 (Inception)	—	$	—	—	$	—	$	—	$	—	$	—
Issuance of Class B ordinary shares to Sponsor (1)	—		—	7,187,500		719		24,281		—		25,000
Record fair value of initial derivative liability - forward purchase agreement	—		—	—		—		(11,200)		—		(11,200)
Excess of fair value of Founders Shares transferred to Anchor Investors over the aggregate purchase price	—		—	—		—		19,381,703		—		19,381,703
Forfeiture of Class B ordinary shares	—		—	(593,085)		(59)		—		59		—
Remeasurement of Class A ordinary shares subject to redemption to redemption amount	—		—	—		—		(19,394,784)		(26,269,091)		(45,663,875)
Net income	—		—	—		—		—		6,418,686		6,418,686
Balance at December 31, 2021	—	$	—	6,594,415	$	660	$	—	$	(19,850,346)	$	(19,849,686)

(1) Includes up to 937,500 Class B ordinary shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (see Note 5). The underwriters partially exercised their over-allotment option on November 17, 2021, leaving 593,085 Class B ordinary shares subject to forfeiture. On December 12, 2021, the remaining over-allotment option expired and 593,085 Class B ordinary shares were forfeited (see Notes 3 and 6).

The accompanying notes are an integral part of these financial statements.

F-5

Table of Contents

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

~~STATEMENT~~STATEMENTS OF CASH FLOWS

	For the years ended December 31,
	2023			2022
Cash Flows from Operating Activities:
Net income	$	3,648,218		$	13,274,685
Adjustments to reconcile net income to net cash used in operating activities:
Gain on investments held in Trust Account		—			(2,900	)
Interest and dividend income on investments held in Trust Account		(9,786,497	)		(3,699,187	)
Unrealized loss (gain) on fair value of derivative liability - forward purchase agreement		1,849,265			(119,065	)
Unrealized gain on fair value of warrant liabilities		(203,744	)		(11,239,468	)
Gain on waiver of deferred underwriting commissions by underwriter		(456,993	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		226,094			387,642
Accounts payable		1,507,538			8,842
Accrued expenses		1,998,209			358,684
Accrued offering costs		—			(12,632	)
Accrued expenses - related party		330,000			65,000
Net cash used in operating activities		(887,910	)		(978,399	)

Cash Flows from Investing Activities:
Withdrawal from Trust Account for payment to redeeming shareholders		161,280,678			—
Net cash provided by investing activities		161,280,678			—

Cash Flows from Financing Activities:
Proceeds from promissory note – related party		500,000			—
Payment to redeeming shareholders		(161,280,678	)		—
Net cash used in financing activities		(160,780,678	)		—

Net Change in Cash		(387,910	)		(978,399	)
Cash – Beginning of period		515,534			1,493,933
Cash – End of period	$	127,624		$	515,534

Non-cash investing and financing activities:
Deferred offering costs	$	17,393,949		$	—
Remeasurement of Class A ordinary shares to redemption amount	$	9,786,497		$	3,599,187
Extinguishment of forward purchase agreement		2,168,000			—
Waiver of deferred underwriting commissions by underwriter (see Note 6)	$	9,232,181		$	—


			For the Period
			from
			February 10,
	For the		2021
	Year Ended		(Inception) Through
	December 31,		December 31,
	2022		2021
Cash Flows from Operating Activities:
Net income	$	13,274,685	$	6,418,686
Adjustments to reconcile net income to net cash used in operating activities:
Expensed offering costs		—		2,089,260
(Gain) loss on investments held in Trust Account		(2,900)		2,900
Interest and dividend income on investments held in Trust Account		(3,699,187)		—
(Gain) loss on the change in fair value of derivative liability - forward purchase agreement		(119,065)		426,600
Gain on the change in fair value of warrant liabilities		(11,239,468)		(9,378,431)
Changes in operating assets and liabilities:
Prepaid expenses		387,642		(613,736)
Accounts payable		8,842		89,077
Accrued expenses		358,684		78,722
Accrued offering costs		(12,632)		—
Accrued expenses - related party		65,000		—
Net cash used in operating activities		(978,399)		(886,922)

Cash Flows from Investing Activities:
Cash deposited in Trust Account		—		(263,776,600)
Net cash used in investing activities		—		(263,776,600)

Cash Flows from Financing Activities:
Proceeds from issuance of Class B ordinary shares to sponsor		—		25,000
Proceeds from issuance of promissory note to related party		—		298,629
Repayment of promissory note		—		(298,629)
Proceeds from initial public offering, net of underwriter’s discount paid		—		258,501,068
Proceeds from sale of private placement warrants		—		8,425,532
Reimbursement of offering costs		—		527,553
Offering costs paid		—		(1,321,698)
Net cash provided by financing activities		—		266,157,455

Net Change in Cash		(978,399)		1,493,933
Cash - Beginning of period		1,493,933		—
Cash - End of period	$	515,534	$	1,493,933

Non-cash investing and financing activities:
Deferred underwriting fee payable	$	—	$	9,232,181
Initial classification of derivative liability - forward purchase agreement	$	—	$	11,200
Remeasurement of Class A ordinary shares to redemption amount	$	3,599,187	$	45,663,875
Excess of fair value of Founders Shares transferred to Anchor Investors over the aggregate purchase price	$	—	$	19,381,703
Forfeiture of Class B ordinary shares	$	—	$	59
Accrued offering costs included in shares subject to possible redemption	$	—	$	12,632

The accompanying notes are an integral part of these financial statements.

F-6

Table of Contents

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

Project Energy Reimagined Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on February 10, 2021. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more businesses (the “Business Combination”). The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of December 31, ~~2022~~2023, the Company had not commenced any operations. All activity for the ~~year ended December 31, 2022 and for the~~ period from February 10, 2021 (inception) through December 31, ~~2021~~2023 relates to the Company’s formation and the preparation of its initial public offering (“Initial Public Offering”), as described below, and since the closing of the Initial Public Offering, the search for a target for the Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company ~~will generate~~ generates non-operating income in the form of dividend income, interest income or gains on investments on the cash and investments held in a trust account from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The registration statement for the Company’s Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company consummated the Initial Public Offering of 25,000,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the “Public Shares”), at $10.00 per Unit, generating gross proceeds of $250,000,000, which is discussed in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 8,150,000 warrants (the “Private Placement Warrants”), at a price of $1.00 per Private Placement Warrant, in a private placement to Smilodon Capital, LLC (the “Sponsor”), generating gross proceeds of $8,150,000, which is discussed in Note 4.

The Company had granted the underwriters in the Initial Public Offering a 45-day option to purchase up to 3,750,000 additional Units to cover over-allotments, if any (see Note 6). On November 12, 2021, the underwriters partially exercised the over-allotment option and on November 17, 2021 purchased an additional 1,377,660 Units (the “Over-Allotment Units”), generating gross proceeds of $13,776,600.

Simultaneously with the closing of the partial exercise of the over-allotment option, the Company consummated the sale of 275,532 warrants (the “Over-Allotment Warrants”) at a purchase price of $1.00 per warrant in a private placement to the Sponsor, generating gross proceeds of $275,532.

Upon the closing of the Initial Public Offering and the sales of the Over-Allotment Units and Over-Allotment Warrants, an amount of $263,776,600 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, the sale of the Private Placement Warrants, the sale of the Over-Allotment Units, and the sale of the Over-Allotment Warrants was placed in a trust account (the “Trust Account”) and invested only in U.S. government treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations, until the earlier of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the initial Business Combination within the Combination Period (as defined below); ~~and (iii) absent an initial Business Combination within the Combination Period~~ or with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity; and (iii) absent an initial Business Combination within the Combination Period, the return of the funds held in the Trust Account to the holders of the Public Shares (the “Public Shareholders”) as part of the redemption of the Public Shares. If the Company is unable to complete the initial Business Combination, the Company’s 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 the warrants will expire worthless.

F-7

Table of Contents

PROJECT ENERGY REIMAGINED ACQUISITION CORP.

NOTES TO FINANCIAL STATEMENTS

The Company will provide its Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, in its sole discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount held in the Trust Account (initially $10.00 per share), calculated as of two business days prior to the completion of a Business Combination, including any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Class A ordinary shares are recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity (“ASC 480”).

The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required under applicable law or stock exchange listing requirements and the Company does not decide to hold a shareholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association as then in effect, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and the Company’s management team have agreed to vote any Founder Shares (as defined in Note 5) held by them, and any Public Shares purchased by them in or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or vote at all.

If the Company seeks shareholder approval of the initial Business Combination and the Company does not conduct redemptions in connection with the initial Business Combination pursuant to the tender offer rules, the 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 shareholder is acting in concert or as a “group” (as defined in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering without the Company’s prior consent (the “Excess Shares”). However, the Company would not be restricting the shareholders’ ability to vote all of their shares (including Excess Shares) for or against the initial Business Combination. The shareholders’ inability to redeem the Excess Shares will reduce their influence over

Filing Compare · Project Energy Reimagined Acquisition Corp.