~~Table of Contents~~UNITED STATES

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

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

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

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

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

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

For the ~~fiscal~~transition ~~year~~period ~~ended December 31, 2022~~ from to

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

~~CATCHA~~(Exact name ~~INVESTMENT~~of ~~CORP~~registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1574476
(State or Other Jurisdiction of Incorporation or Organization)		(IRS Employer Identification Number)

3 Raffles Place #06-01, Bharat Building, Singapore		048617
(Address of Principal Executive Offices)		(Zip Code)

Cayman Islands		001-40061		98-1574476
(State or other jurisdiction ofincorporation or organization)		(CommissionFile Number)		(I.R.S. EmployerIdentification Number)

+65-6325-2788

Level 42, Suntec Tower Three,8 Temasek Blvd, Singapore				038988
(Address of principal executive offices)				(Zip Code)

(Registrant Telephone Number, Including Area Code)

~~+65-6829-2294~~Level 42, Suntec Tower Three

~~Not~~8 Temasek ~~Applicable~~ Blvd Singapore

(Former name or former address, if changed since last report)

~~Securities registered pursuant to Section 12~~001-40061 (b)Commission ofFile ~~the Act:~~ Number)

Title of Each Class:		TradingSymbol:		Name of Each Exchangeon Which Registered:
Class A ordinary shares, par value $0.0001 per share		CHAA		NYSE American LLC

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

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A ordinary shares, par value $0.0001 per share		CHAA		NYSE American LLC

~~Indicate~~Securities registered bypursuant ~~check~~to ~~mark~~Section if12(g) ~~the registrant is a well-known seasoned issuer, as defined in Rule 405~~ of the ~~Securities~~ Act~~. Yes ☐ No ☒~~: None

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file~~issuer, ~~reports~~as ~~pursuant~~defined toin ~~Section 13~~Rule or405 ~~Section 15(d)~~ of the ~~Exchange~~Securities Act. Yes ☐ No ☒ ☒

Indicate by check mark ~~whether~~if the registrant ~~(1) has~~is ~~filed~~not ~~all reports~~ required to befile ~~filed~~reports bypursuant to Section 13 or Section 15(d) of the ~~Securities~~ Exchange Act ~~of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days~~. Yes ~~☒ No~~ ☐ No ☒

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

~~non~~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-~~accelerated~~T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition 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 Exchange Act). Yes ☒ No ☐

The aggregate market value of the Registrant’s ~~shares of~~ Class A ~~common~~ordinary ~~stock~~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 A ~~common~~ordinary ~~stock~~shares as of the last business day of the Registrant’s most recently completed second fiscal quarter ($910.8248 as of June 30, ~~2022~~2023), as reported on the New York Stock Exchange, was $~~294~~23,~~600~~211,~~000~~722.

As of ~~April~~June 17, 2024, 8,715,232 shares of Class A ordinary shares (including 7,350,350 shares that were converted from Class B ordinary shares), par value $0.0001, and 149,650 shares of Class B ordinary shares, par value $0.0001, were issued and outstanding.

Documents Incorporated by Reference: None.

~~Table~~TABLE OF ~~of Contents~~CONTENTS

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iii

PART I		1

Item 1.	Business	1
Item 1A.	Risk Factors	18
Item 1B.	Unresolved Staff Comments	53
Item 1C.	Cybersecurity	53
Item 2.	Properties	53
Item 3.	Legal Proceedings	53
Item 4.	Mine Safety Disclosures	53

PART II		54

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	54
Item 6.	Reserved	55
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	63
Item 8.	Financial Statements and Supplementary Data	63
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	63
Item 9A.	Controls and Procedures	63
Item 9B.	Other Information	64
Item 9C.	Disclosure regarding Foreign Jurisdictions that prevent inspections	64

Part III		65

Item 10.	Directors, Executive Officers and Corporate Governance	65
Item 11.	Executive Compensation	72
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	73
Item 13.	Certain Relationships and Related Transactions, and Director Independence	74
Item 14.	Principal Accountant Fees and Services	77

PART IV		78

Item 15.	Exhibits, Financial Statement Schedules	78
Item 16.	Form 10-K Summary	80

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			3
PART I			6
Item 1.	Business		6
Item 1A.	Risk Factors		25
Item 1B.	Unresolved Staff Comments		60
Item 2.	Properties		60
Item 3.	Legal Proceedings		60
Item 4.	Mine Safety Disclosures		60
PART II			61
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		61
Item 6.	Reserved		62
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		62
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		66
Item 8.	Financial Statements and Supplementary Data		66
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		66
Item 9A.	Controls and Procedures		66
Item 9B.	Other Information		67
Item 9C.	Disclosures regarding Foreign Jurisdictions that Prevent Inspections		67
Part III			68
Item 10.	Directors, Executive Officers and Corporate Governance		68
Item 11.	Executive Compensation		76
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		77
Item 13.	Certain Relationships and Related Transactions, and Director Independence		79
Item 14.	Principal Accountant Fees and Services		81
PART IV			82
Item 15.	Exhibits, Financial Statement Schedules		82
Item 16.	Form 10-K Summary		84

~~Table of Contents~~CERTAIN TERMS

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

~~Unless~~● ~~otherwise~~“amended ~~stated~~and inrestated ~~this~~memorandum ~~Annual~~and ~~Report~~articles of association” are to the third amended and restated memorandum and articles of association, adopted by special resolution on ~~Form~~February ~~10-K~~5, ~~(this~~2021, ~~“Report”)~~effective as of February 11, or2021, ~~the~~as ~~context~~amended ~~otherwise~~by ~~requires~~special resolutions on February 14, ~~references~~2023, ~~to:~~February 16, 2024 and May 15, 2024;

•● “~~amended~~Catcha,” ~~and~~“we,” ~~restated~~“us,” ~~memorandum~~“our,” ~~and~~“company,” ~~articles~~or of“our ~~association~~company” are to ~~the~~Catcha ~~second~~Investment ~~amended and restated memorandum and articles of association~~Corp, ~~dated~~a ~~February~~Cayman 5,Islands ~~2021,~~exempted ~~and in effect as of February 11, 2021;~~company.

•● “~~Catcha~~Companies ~~Investment,~~Act” ~~“we,”~~are ~~“us,”~~to ~~“our,”~~the ~~“company,”~~Companies orAct ~~“our~~(2020 ~~company”~~Revision) ~~are~~of tothe ~~Catcha~~Cayman ~~Investment~~Islands ~~Corp,~~as athe ~~Cayman~~same ~~Islands~~may ~~exempted~~be ~~company.~~amended from time to time;

•● “~~Companies~~equity-linked ~~Act~~securities” are to ~~the~~any ~~Companies~~debt ~~Act~~or ~~(2020~~equity ~~Revision)~~securities ofthat ~~the~~are ~~Cayman~~convertible, ~~Islands~~exercisable asor ~~the~~exchangeable ~~same~~for ~~may~~our beClass ~~amended~~A ~~from~~ordinary ~~time~~shares issued in a financing transaction in connection with our initial business combination, including but not limited to ~~time~~a private placement of equity or debt;

•● “~~equity-linked~~founder ~~securities~~shares” are to ~~any~~our ~~debt~~Class orB ~~equity~~ordinary ~~securities~~shares ~~that~~issued ~~are~~to ~~convertible,~~our ~~exercisable~~sponsor orin ~~exchangeable~~a ~~for~~private placement prior to our initial public offering and the Class A ordinary shares that will be issued inupon athe ~~financing~~automatic ~~transaction~~conversion inof ~~connection~~the ~~with~~Class B ordinary shares at the time of our initial business combination, ~~including~~or ~~but~~earlier ~~not~~at ~~limited~~the tooption aof ~~private~~the ~~placement~~holders thereof (for the avoidance of ~~equity~~doubt, orsuch ~~debt~~Class A ordinary shares will not be “public shares”);

•● “~~founder~~initial ~~shares~~shareholders” are to ~~our~~holders ~~Class~~of Bour ~~ordinary~~founder shares ~~issued to our sponsor in a private placement~~ prior to our initial public offering and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

•● “~~initial~~letter ~~shareholders~~agreement” ~~are~~refers to ~~holders~~the ofletter ~~our~~agreement, ~~founder~~dated ~~shares~~February ~~prior~~11, to2021, ~~our~~by ~~initial~~and ~~public~~among ~~offering~~the company, Catcha Holdings LLC, and each director and executive officer of the Company;

•● “~~letter agreement~~management” ~~refers~~or toour ~~the~~“management ~~letter~~team” ~~agreement,~~are ~~dated~~to ~~February~~our ~~11,~~officers ~~2021, by~~ and ~~among the company, Catcha Holdings LLC, and each director and executive officer of the Company~~directors;

•● “~~management~~ordinary shares” orare to our ~~“management~~Class ~~team”~~A ~~are~~ordinary toshares and our ~~officers~~Class ~~and~~B ~~directors~~ordinary shares;

•● “~~ordinary~~private placement warrants” are to the warrants issued to our sponsor in a private placement simultaneously with the closing of our initial public offering and upon conversion of working capital loans, if any; “public shares” are to our Class A ordinary shares ~~and~~sold as part of the units in our ~~Class~~initial Bpublic ~~ordinary~~offering ~~shares~~(whether they are purchased in our initial public offering or thereafter in the open market);

•● “~~private~~public ~~placement warrants~~shareholders” are to the ~~warrants~~holders ~~issued~~of toour public shares, including our sponsor inand amanagement ~~private~~team ~~placement~~to ~~simultaneously~~the ~~with~~extent ~~the~~our ~~closing~~sponsor and/or members of our ~~initial~~management team purchase public ~~offering~~shares, provided that our sponsor’s and ~~upon~~each ~~conversion~~member of ~~working~~our ~~capital~~management ~~loans,~~team’s ifstatus ~~any~~as a “public shareholder” will only exist with respect to such public shares;

•● “~~public shares~~sponsor” are to ~~our~~Catcha ~~Class~~Holdings ALLC, ~~ordinary~~a ~~shares~~Cayman ~~sold~~Islands aslimited ~~part~~liability ~~of the units in our initial public offering (whether they are purchased in our initial public offering or thereafter in the open market)~~company; and

•● “warrants” or “public ~~shareholders~~warrants” are to ~~the~~warrants ~~holders~~sold ofas ~~our~~part ~~public~~of ~~shares, including our sponsor and management team to~~ the ~~extent~~units ~~our~~in ~~sponsor and/or members of~~ our ~~management~~initial ~~team purchase~~ public ~~shares,~~offering ~~provided~~(whether ~~that~~they ~~our~~are ~~sponsor’s~~purchased ~~and~~in ~~each member of~~ our ~~management~~initial ~~team’s status as a “~~public ~~shareholder”~~offering ~~will~~or ~~only~~thereafter ~~exist~~in ~~with~~the ~~respect~~open ~~to such public shares~~market);

~~• “SPAC” are to special purpose acquisition companies;~~ii

•CAUTIONARY NOTE ~~“sponsor”~~REGARDING ~~are~~FORWARD-LOOKING ~~to Catcha Holdings LLC, a Cayman Islands limited liability company; and~~STATEMENTS

•This Report includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “~~warrants~~Securities Act”), orand Section 21E of the Securities Exchange Act of 1934, as amended (the “~~public~~Exchange ~~warrants~~Act”). ~~are~~These toforward-looking statements ~~warrants~~can ~~sold~~be asidentified ~~part~~by the use of forward-looking terminology, including the ~~units~~words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” or, in ~~our~~each ~~initial~~case, ~~public~~their ~~offering~~negative ~~(whether~~or ~~they~~other variations or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are ~~purchased~~not inlimited to, any statements relating to our ~~initial~~ability ~~public~~to ~~offering~~consummate any acquisition or ~~thereafter~~other inbusiness ~~the~~combination ~~open~~and ~~market);~~any other statements that are not statements of current or historical facts.

2The 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, the following risks, uncertainties and other factors:

~~Table~~● ofour ~~Contents~~ability to complete our initial business combination with Crown (defined below);

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

~~This~~● ~~Report~~our ~~includes~~success ~~forward-looking~~in ~~statements~~retaining within the meaning of Section 27A of the Securities Act of 1933, as amended, (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). These forward-looking statements can be identified by the use of forward-looking terminology, including the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” or, ~~in each case~~recruiting, ~~their negative~~ or ~~other~~changes ~~variations~~required ~~or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include~~in, ~~but~~our ~~are not limited to~~officers, ~~any~~key ~~statements~~employees ~~relating~~or todirectors following our ~~ability~~initial ~~to consummate any acquisition or other~~ business combination ~~and any other statements that are not statements of current or historical facts.~~ ;

~~The~~● ~~forward-looking statements contained in this Report are based on~~ our ~~current~~officers ~~expectations~~ and ~~beliefs~~directors ~~concerning~~allocating ~~future developments and~~ their ~~potential~~time ~~effects~~to onother ~~us.~~businesses ~~There~~and ~~can~~potentially behaving noconflicts ~~assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number~~ of ~~risks,~~interest ~~uncertainties~~with ~~(some of which are beyond~~ our ~~control)~~business or ~~other~~in ~~assumptions~~approving ~~that~~our ~~may~~initial ~~cause~~business 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, the following risks, uncertainties and other factors: combination;

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

•● our ~~ability~~public tosecurities’ ~~complete~~potential ~~our~~liquidity ~~initial~~and ~~business combination~~trading;

•● our ~~expectations~~ability ~~around~~to maintain the ~~performance~~listing of aour ~~prospective~~Class ~~target~~A ~~business~~ordinary orshares ~~businesses~~on the NYSE American;

•● ~~our~~the ~~success~~amount inof ~~retaining~~redemptions ormade ~~recruiting,~~by orpublic ~~changes required in, our officers, key employees or directors following our initial business combination~~shareholders;

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

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

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

•● ~~the ability of~~ our ~~officers~~financial ~~and~~performance ~~directors~~following toour ~~generate~~initial apublic ~~number of potential business combination opportunities;~~offering.

•Should one or more of these risks or uncertainties materialize, or should any of our ~~public~~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. ~~potential~~These ~~liquidity~~risks and ~~trading;~~others described under “Risk Factors” may not be exhaustive.

•By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the ~~lack~~future. We caution you that forward-looking statements are not guarantees of afuture ~~market~~performance ~~for~~and that our ~~securities;~~actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results of operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative of results or developments in subsequent periods.

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

•SUMMARY OF ~~the~~RISK ~~trust account not being subject to claims of third parties; or~~FACTORS

•The following ~~our~~is ~~financial~~a ~~performance~~summary ~~following~~of ~~our~~the ~~initial~~principal ~~public~~risks ~~offering~~described below in Part I, Item 1A “Risk Factors” in this Report. We believe that the risks described in the “Risk Factors” section are material to investors, but other factors not presently known to us or that we currently believe are immaterial may also adversely affect us. The following summary should not be considered an exhaustive summary of the material risks facing us, and it should be read in conjunction with the “Risk Factors” section and the other information contained in this Report:

~~Should~~● ~~one~~Past orperformance ~~more~~ of ~~these~~our ~~risks~~management ~~or uncertainties materialize~~team, orCatcha ~~should~~Group ~~any~~(“Catcha ~~of our assumptions prove incorrect~~Group”), ~~actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update~~ or ~~revise~~their ~~any~~respective ~~forward-looking~~affiliates ~~statements,~~may ~~whether~~not asbe aindicative ~~result~~ of ~~new information,~~ future ~~events~~performance orof ~~otherwise,~~an ~~except~~investment asin ~~may be required under applicable securities laws~~us. ~~These risks and others described under “Risk Factors” may not be exhaustive.~~

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

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

By● ~~their~~If ~~nature,~~we ~~forward-looking~~seek ~~statements~~shareholder ~~involve~~approval ~~risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees~~ of ~~future performance and that~~ our ~~actual~~initial ~~results~~business ~~of operations~~combination, ~~financial~~our ~~condition~~initial ~~and~~shareholders ~~liquidity,~~have ~~and~~agreed ~~developments~~to invote ~~the industry~~ in ~~which~~favor ~~we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Report. In addition, even if our results~~ of ~~operations,~~such ~~financial~~initial ~~condition~~business ~~and liquidity~~combination, ~~and~~regardless ~~developments in the industry in which we operate are consistent with the forward-looking statements contained in this Report, those results or developments may not be indicative~~ of ~~results~~how orour ~~developments~~public inshareholders ~~subsequent periods~~vote.

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

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

~~SUMMARY~~● OFThe ~~RISK~~requirement ~~FACTORS~~that we consummate an initial business combination within 42 months after the closing of our initial public offering 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.

~~The~~● ~~following~~We ismay anot ~~summary~~be ofable ~~the~~to ~~principal~~consummate ~~risks~~an ~~described~~initial ~~below~~business ~~in Part I~~combination, ~~Item 1A “Risk Factors”~~ in ~~this~~which ~~Report.~~case Wewe ~~believe~~would ~~that~~cease ~~the~~all ~~risks~~operations ~~described~~except infor the ~~“Risk~~purpose Factors” section are material to investors, but other factors not presently known to us or that we currently believe are immaterial may also adversely affect us. The following summary should not be considered an exhaustive summary of ~~the~~winding ~~material~~up ~~risks facing us,~~ and itwe ~~should~~would beredeem ~~read~~our inpublic ~~conjunction~~shares ~~with the “Risk Factors” section~~ and ~~the other information contained in this Report:~~ liquidate.

•● ~~Past~~If ~~performance~~the net proceeds of our ~~management~~initial ~~team,~~offering ~~Catcha~~and ~~Group~~the ~~(“Catcha~~sale ~~Group”)~~of the private placement warrants not being held in the trust account are insufficient to allow us to operate following the closing of our initial public offering, it could limit the amount available to fund our search for a target business or ~~their~~businesses ~~respective~~and ~~affiliates~~our ~~may~~ability ~~not~~to becomplete ~~indicative~~our ofinitial ~~future~~business ~~performance~~combination, and we will depend on loans from our sponsor, its affiliates or members of anour ~~investment~~management inteam usto fund our search and to complete our initial business combination.

•● Our ~~shareholders~~management ~~may~~concluded ~~not~~that bethere ~~afforded~~is ansubstantial ~~opportunity~~doubt toabout ~~vote on~~ our ~~proposed~~ability ~~initial~~to ~~business~~continue ~~combination,~~as ~~which means we may complete our initial business combination even though~~ a ~~majority~~“going ~~of our shareholders do not support such a combination~~concern.”

•● ~~Your~~We ~~only~~may ~~opportunity~~be unable to ~~affect~~obtain additional financing to complete our initial business combination or to fund the ~~investment~~operations ~~decision~~and ~~regarding~~growth of a ~~potential~~target business, which could compel us to restructure or abandon a particular business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may bereceive ~~limited~~only toapproximately $10.00 per public share, or less in certain circumstances, on the ~~exercise~~liquidation of ~~your~~our ~~right~~trust toaccount ~~redeem~~and ~~your~~our ~~shares~~warrants ~~from~~will usexpire ~~for cash~~worthless.

•● IfNYSE weAmerican ~~seek~~may ~~shareholder~~delist ~~approval~~our ofsecurities ~~our~~from ~~initial~~trading ~~business~~on ~~combination~~its exchange, ~~our~~which ~~initial~~could ~~shareholders~~limit ~~have~~investors’ ~~agreed~~ability to ~~vote~~make transactions in ~~favor~~our ofsecurities ~~such~~and ~~initial~~subject ~~business~~us ~~combination,~~to ~~regardless~~additional oftrading ~~how our public shareholders vote~~restrictions.

• 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.iv

~~• Redemptions of our public shareholders may not allow us to complete the most desirable business combination or optimize our capital structure.~~PART I

• The requirement that we consummate an initial business combination by February 17, 2024 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 shareholdersItem 1. Business

5 Introduction

~~Table~~We are a blank check company incorporated on December 17, 2020 as a Cayman Islands exempted company and formed for the purpose of ~~Contents~~effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination. We have not selected any specific business combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly, with any business combination target with respect to an initial business combination with us.

~~PART~~While we Imay pursue an acquisition or a business combination target in any business, industry, or geography, we focus our search on a target with operations or prospective operations in the technology, digital media, financial technology, or digital services sectors, which we refer to as the “new economy sectors”, across Asia Pacific.

~~Item~~Our team 1combines global industry knowledge with deep on-the-ground experience gained from a long history of operating and investing in new economy sectors in Asia. ~~Business~~We believe that through their reputation and deep network of contacts, our team affords us with differentiated access to a wide range of investment opportunities in this space.

~~Introduction~~ Our Sponsor

WeFounded in ~~are~~1999 aand ~~blank~~led ~~check~~by ~~company~~Patrick ~~incorporated~~Grove onand ~~December 17~~Luke Elliott, ~~2020~~our assponsor, aCatcha ~~Cayman~~Group, ~~Islands~~is ~~exempted~~one ~~company~~of the earliest and ~~formed~~most ~~for~~established ~~the~~internet-focused investment ~~purpose~~groups ofin ~~effecting~~Southeast aAsia ~~merger,~~and ~~share~~Australia. ~~exchange,~~Headquartered ~~asset~~in ~~acquisition,~~Singapore ~~share~~and ~~purchase,~~Malaysia ~~reorganization~~and with over 20 years of operating experience, Catcha orGroup ~~similar~~has ~~business~~a ~~combination~~strong ~~with~~focus ~~one~~and ordeep ~~more~~local ~~businesses~~understanding of the region. Since its inception, Catcha Group has made over 50 investments globally which weare ~~refer~~held todirectly ~~throughout~~or ~~this~~indirectly, ~~Report~~and asbrought ~~our~~six ~~initial~~digital business ~~combination.~~from Wetheir ~~have~~early ~~not~~stages ~~selected~~to ~~any~~a ~~specific~~public ~~business~~listing ~~combination~~or ~~target~~sale, with ~~and~~an weaggregate ~~have~~valuation ~~not,~~of ~~nor~~over ~~has~~$1 ~~anyone~~billion. onThese ~~our~~include ~~behalf~~iProperty Group, ~~engaged~~which inwas ~~any~~acquired ~~substantive~~by ~~discussions~~REA Group Limited in 2016, ~~directly~~iCar Asia, orwhich ~~indirectly~~was acquired by Carsome in 2022, ~~with~~as ~~any~~well ~~business~~as ~~combination~~Frontier ~~target~~Digital ~~with~~Ventures, ~~respect~~which tois anlisted ~~initial~~on ~~business~~the ~~combination~~Australian ~~with~~Securities usExchange.

~~While~~Business Combination we may pursue an acquisition or a business combination target in any business, industry, or geography, we focus our search on a target with operations or prospective operations in the technology, digital media, financial technology, or digital services sectors, which we refer to as the “new economy sectors”, across Asia Pacific, in particular Southeast Asia and Australia. Agreement

~~Our~~Proposed Business team combines global industry knowledge with deep on-the-ground experience gained from a long history of operating and investing in new economy sectors in Asia. We believe that through their reputation and deep network of contacts, our team affords us with differentiated access to a wide range of investment opportunities in this space. Combination

~~Our~~On ~~Sponsor~~August 3, 2023, we entered into a Business Combination Agreement (as amended on October 2, 2023, January 31, 2024, February 16, 2024 May 21, 2024 and June 11, 2024, the “Business Combination Agreement” and the transactions contemplated therein, collectively, the “Business Combination”) with Crown LNG Holding AS, a private limited liability company incorporated under the laws of Norway (“Crown”), Crown LNG Holdings Limited, a private limited company incorporated under the laws of Jersey, Channel Islands (“PubCo”), and CGT Merge II Limited, a Cayman Islands exempted company limited by shares (“Merger Sub”). Pursuant to the Business Combination Agreement, Merger Sub will merge with and into Catcha (the “Merger”), with Catcha surviving as the surviving company and becoming a wholly owned subsidiary of PubCo.

~~Founded~~In connection inwith ~~1999~~the ~~and led by Patrick Grove and Luke Elliott~~Merger, ~~our~~each ~~sponsor,~~(a) ~~Catcha Group, is one~~ of ~~the~~our ~~earliest~~issued and ~~most~~outstanding ~~established~~Class ~~internet-focused~~A ~~investment~~ordinary ~~groups~~share inwill ~~Southeast~~be ~~Asia~~converted ~~and~~into ~~Australia.~~the ~~Headquartered~~right into ~~Singapore~~receive one ~~and~~newly ~~Malaysia~~issued ~~and~~ordinary ~~with~~share, ~~over~~no 20par ~~years~~value, of ~~operating~~PubCo ~~experience~~(together, ~~Catcha~~the ~~Group~~“PubCo ~~has~~ordinary ashares” ~~strong focus~~ and ~~deep~~each ~~local understanding of the region. Since its inception~~individually, ~~Catcha Group has made over 50 investments globally which are held directly or indirectly, and brought six digital business from their early stages to~~ a ~~public~~“PubCo ordinary ~~listing or sale~~share”), ~~with~~(b) ~~an aggregate valuation~~ of ~~over~~our ~~$1 billion.~~issued ~~These~~and ~~include~~outstanding ~~iProperty~~Class ~~Group,~~B ~~which~~ordinary ~~was~~share ~~acquired~~will bybe ~~REA~~converted ~~Group~~into ~~Limited~~the inright ~~2016,~~to ~~iCar~~receive ~~Asia,~~one ~~which~~newly issued ~~was~~PubCo ~~acquired~~ordinary ~~by Carsome in 2022~~share, asand ~~well~~(c) asof ~~Frontier~~our ~~Digital~~outstanding ~~Ventures,~~and ~~which~~unexercised ispublic ~~listed~~and onprivate ~~the~~placement ~~Australian~~warrant ~~Securities~~shall ~~Exchange.~~be ~~Catcha~~converted ~~Group~~into a ~~also~~warrant ~~owns~~to ~~Wild~~purchase ~~Digital, which is~~ a ~~media~~PubCo ~~company~~ordinary ~~that~~share ~~organizes conferences across Southeast Asia that bring~~ (together, ~~many of~~ the ~~top~~“PubCo ~~entrepreneurs,~~warrants” ~~executives~~ and ~~investors~~each inindividually, ~~the~~a ~~region~~“PubCo ~~every year~~warrant”).

~~Our Market Opportunity~~ 1

~~While~~Following the weMerger, ~~may~~subject ~~pursue~~to anthe ~~acquisition~~terms orand aprocedures ~~business~~set ~~combination~~forth ~~target~~under inthe ~~any~~Business ~~business,~~Combination ~~industry~~Agreement, orthe ~~geography,~~Crown weshareholders ~~focus~~will ~~our~~transfer to ~~search~~PubCo, onand aPubCo ~~target~~will ~~with~~acquire ~~operations~~from orthe ~~prospective~~Crown ~~operations~~shareholders, inall of the ~~technology,~~ordinary ~~digital~~shares ~~media~~of ~~sectors,~~Crown ~~financial~~held ~~technology,~~by orthe ~~digital~~shareholders ~~services,~~in ~~which~~exchange for wethe ~~refer~~issuance toof asPubCo ordinary shares (the “~~new~~Exchange”). ~~economy~~In consideration ~~sectors~~for such transfer,” ~~across~~PubCo ~~Asia~~shall ~~Pacific.~~issue Weto ~~believe~~each ~~that~~of ~~Asia~~the ~~Pacific~~Crown ~~will~~shareholders ~~continue~~its topro ~~enjoy~~rata anshare ~~outsized~~of ~~growth~~the ~~trajectory~~exchange consideration, which ~~particularly~~is ina ~~the~~number ~~new~~of ~~economy~~newly ~~sectors,~~issued ~~and~~PubCo ~~that~~ordinary ~~this~~shares ~~will~~equal ~~result~~to in(a) a ~~opportunities~~transaction ~~for~~value ~~attractive~~of ~~risk-adjusted~~$600 million ~~returns~~divided ~~from~~by ~~our~~(b) a per ~~initial~~share ~~business~~price ~~combination.~~of $10.00.

~~Within~~The terms of the ~~Asia~~Business ~~Pacific~~Combination ~~region~~Agreement, ~~Southeast~~which ~~Asia~~contains ~~(including~~customary ~~Indonesia,~~representations ~~Malaysia,~~and ~~the Philippines~~warranties, ~~Singapore~~covenants, ~~Thailand~~closing conditions and other ~~Vietnam)~~terms asrelating ~~well~~to asthe ~~Australia~~mergers ~~have~~and ~~strong~~the ~~synergies~~other ~~with~~transactions ~~our~~contemplated ~~sponsor’s deal flow~~thereby, ~~network,~~are ~~operating~~summarized ~~and technical expertise~~below.

~~With a population of over 675 million~~Representations, Warranties ~~Southeast Asia exhibits high economic growth with GDP growth expected at 5% per annum through 2025 according to the International Monetary Fund, or IMF,~~ and represents the fifth-largest economy in the world after the United States, China, the European Union and Japan. Supported by technological innovation, a growing young and middle-class population, increasing consumption, private sector expansion, and favorable economic policies and demographics in the region, Southeast Asia’s Internet economy is one of the fastest growing in the world. Covenants

6The parties to the Business Combination Agreement have agreed to customary representations and warranties for transactions of this type, which will not survive the closing. No party will have any liabilities to such other parties, other than claims for fraud, with respect to the making of its applicable representations and warranties. In addition, the parties agreed to be bound by certain covenants generally customary for transactions of this type, including, among others, covenants with respect to the conduct of business of Crown (including its subsidiaries) and Catcha during the period between execution of the Business Combination Agreement and the closing and a covenant by Crown to deliver to Catcha the draft financial statements no later than 15 days after the date of the Business Combination Agreement. Each of the parties has agreed to use its commercially reasonable efforts to cause the Business Combination to be consummated after the date of the execution of the Business Combination Agreement in the most expeditious manner practicable.

~~Table~~Conditions to ~~of Contents~~Closing

~~According~~Under the toBusiness ~~the~~Combination ~~2022~~Agreement, ~~e-Conomy~~the ~~SEA~~obligations ~~Reports~~of bythe ~~Google~~parties (or, ~~Temasek~~in ~~and~~some ~~Bain & Company~~cases, ~~Southeast~~some ~~Asia~~of ~~has~~the aparties) ~~young~~to ~~and~~consummate ~~digitally~~the Business ~~native,~~Combination ~~mobile~~are ~~first~~subject ~~population,~~to ~~with~~the ~~approximately~~satisfaction ~~460 million~~or ~~Internet~~waiver ~~users~~of incertain ~~2022,~~regulatory ~~growing~~or ~~from~~other ~~400 million~~customary inclosing ~~2020.~~conditions ~~The~~of ~~internet~~the respective ~~penetration~~parties, inincluding, ~~Southeast~~without ~~Asia~~limitation: ~~reached~~(i) ~~76%~~the ~~while~~completion ~~approximately~~of ~~94%~~the KGLNG Transaction and ~~81%~~the ofGBTron ~~urban~~Transaction ~~Southeast~~(each ~~Asia~~as described ~~internet~~in ~~population~~the ~~has~~Business ~~adopted~~Combination ~~e-commerce~~Agreement); (ii) the approval and ~~food~~adoption ~~delivery~~of ~~respectively.~~the ~~The~~Business ~~size~~Combination ofAgreement ~~selected~~and ~~new~~the transactions ~~economy~~contemplated ~~sectors~~thereby and certain other matters by ~~gross~~the ~~merchandise~~requisite ~~value~~vote isof ~~expected~~Catcha’s toshareholders; ~~reach~~(iii) ~~US$194 billion~~the execution ~~for~~of ~~2022~~the Registration Rights Agreement and ~~grow~~the toLock-Up anAgreement ~~estimated~~(each ~~US$330 billion~~as bydescribed ~~2025,~~below); ~~representing~~(iv) 7%the effectiveness of ~~Southeast~~the proxy ~~Asia’s~~statement ~~total~~/ ~~2025~~registration ~~nominal~~statement; ~~GDP,~~(v) asthe ~~forecasted~~approval byof the ~~IMF.~~listing ~~The~~of ~~COVID-19~~the ~~pandemic~~shares ~~has~~of ~~driven~~PubCo anordinary ~~acceleration~~shares inon ~~adoption~~the ofNew ~~digital~~York Stock ~~services~~Exchange in(the ~~Southeast~~“NYSE”) ~~Asia,~~or ~~where~~Nasdaq ~~90%~~Stock ofMarket ~~new~~LLC (“Nasdaq”) ~~users~~or inanother ~~2020~~national ~~intend~~securities exchange acceptable to ~~continue~~Crown; ~~their~~and ~~newfound~~(vi) ~~habits~~Catcha ~~post-pandemic.~~having net tangible assets of at least $5,000,001.

Australia has a population of 26 million, and is the world’s 13th largest economy by GDP with a nominal GDP of US$1.7 trillion in 2023 according to the IMF. Internet penetration is approximately 91%, and Internet users spend on average 2.8 hours per day on the mobile internet according to Digital 2022 Report by Hootsuite. Digital activity share of aggregate value added to the economy is 6% of the total aggregate value added of the country according to Australia Bureau of Statistics. The COVID-19 pandemic has accelerated the adoption of digital services by consumers and businesses. For example, online commerce sales is estimated to reach US$50 billion in 2022, according to GlobalData. In addition, given the geographical and time zone proximity of Southeast Asia, it is a natural expansion focus for many of Australia’s successful technology companies, such as REA Group, Seek Group, Carsales.com Ltd., who have been successful in capitalizing on the digital emergence in Southeast Asia. Termination

~~Based~~The onBusiness Combination Agreement may be terminated under certain customary circumstances at any time prior to the ~~aforementioned~~closing, ~~factors~~including, wewithout ~~believe~~limitation, ~~that~~(i) upon ~~Southeast~~the ~~Asia~~mutual written consent of Catcha and ~~Australia~~Crown, ~~provide~~(ii) aby ~~rich~~either ~~backdrop~~Catcha ~~for~~or ~~new~~Crown, ~~economy~~if ~~businesses~~any of the conditions to ~~scale~~the ~~rapidly.~~closing Inhas ~~2019,~~not been ~~2020,~~satisfied ~~2021~~or ~~and~~waived ~~first~~by ~~half~~June of28, ~~2022~~2024, ~~approximately~~(iii) ~~US$67 billion~~by ofCatcha, ~~venture~~on ~~capital~~the inone ~~aggregate~~hand, ~~was~~or ~~invested~~Crown, inon ~~new~~the ~~economy~~other ~~sectors~~hand, inas ~~Southeast~~a ~~Asia~~result ~~and~~of ~~Australia~~certain ~~according~~material breaches by the counterparties to the ~~e-Conomy~~Business ~~SEA~~Combination ~~2022~~Agreement ~~Report~~that ~~and~~remain ~~Department~~uncured ofafter ~~Industry~~any applicable cure period, ~~Science~~(iv) by either Catcha or Crown, ~~Energy~~if ~~and~~a ~~Resources~~governmental authority of ~~Australia.~~competent Wejurisdiction ~~believe~~shall ~~that~~have ~~the~~issued ~~value~~an ~~created~~order inor taken any other action permanently prohibiting the ~~private~~transactions ~~markets~~contemplated isby athe ~~leading~~Business ~~indicator~~Combination ~~for~~Agreement, ~~future~~(v) ~~investment~~by ~~opportunities~~Catcha, inon the ~~public~~one ~~markets.~~hand, ~~Many~~or ~~new~~Crown, ~~economy~~on ~~companies~~the ~~have~~other hand, ~~remained~~as ~~private~~a ~~given~~result of the ~~historical~~failure ~~availability~~by ofthe ~~private~~counterparties ~~capital~~to ~~funding.~~obtain ~~However,~~approvals ~~given~~required for the ~~availability~~Business ofCombination, ~~funding~~(vi) ~~for~~by ~~mid-stage~~Catcha, if there has been a material adverse effect on Crown and ~~mature~~its ~~sectors~~subsidiaries ~~has~~taken ~~slowed~~as a whole, weand ~~believe~~(vii) by Crown in the event that ~~many~~prior to ofJune ~~these~~28, ~~companies~~2024, ~~could~~the ~~benefit~~parties do not receive notice from aNASDAQ, ~~public~~NYSE ~~listing~~American, asor ananother ~~efficient~~national ~~way~~securities toexchange ~~increase~~acceptable ~~liquidity~~to Crown, ~~expand~~that ~~access~~the topost-business ~~capital,~~combination ~~and~~public ~~improve~~company ~~branding.~~common stock shall be approved for listing upon the closing of the Business Combination.

~~Our~~In ~~Competitive~~addition, ~~Advantages~~the non-solicitation provisions of the Business Combination Agreement were amended to expire on May 31, 2024, unless Crown has received notice that the post-business combination public company ordinary shares shall be approved for listing upon the closing of the Business Combination on Nasdaq, NYSE American or another national securities exchange acceptable to Crown.

~~Our Operating Excellence~~ 2

Our team has a rich operating track record with demonstrated ability to launch, operate, and scale digital business, creating significant value for our stakeholders. We believe the collective experience of our team positions us uniquely to assess promising candidates and support companies to achieve their long-term objectives. Other Agreements

~~For~~The Business ~~example,~~Combination inAgreement ~~2007,~~contemplates ~~Catcha Group founded iProperty, an online real estate portal with presence across Southeast Asia, and exited in 2016 at a valuation of A $751 million, which was one of~~ the ~~largest~~execution exits in the region at the time. Leveraging insights from its experience with iProperty, Catcha Group founded Frontier Digital Ventures to establish leading online classifieds businesses in the other emerging markets across the world. Today, Frontier Digital Ventures has invested in a portfolio of ~~online~~various ~~classifieds~~additional ~~assets~~agreements ~~worth over US$750 million comprising of real estate, automotive~~ and ~~general classifieds platforms across Asia Pacific~~instruments, ~~Central and South America~~including, ~~and~~among ~~MENA. Catcha Group also founded iFlix in 2015~~others, as a video-on-demand platform focused on emerging markets in Asia and was acquired by Tencent Group in 2020. Another Catcha Group company, iCar Asia, has grown to become a leading online automotive-focused portal in Southeast Asia, and was acquired by Carsome for approximately $200 million. follows:

~~Our~~Registration Rights ~~Sourcing Network~~ Agreement

~~Our~~The Business ~~team~~Combination ~~has~~Agreement contemplates that, as a ~~rich~~condition to the closing, Catcha, Crown, PubCo, certain Crown shareholders, Catcha’s directors and ~~long~~officers ~~track~~and ~~record~~our assponsor ~~entrepreneurs~~will enter into the Registration Rights Agreement pursuant to which, ~~operators~~among other things, PubCo will provide certain registration rights for the PubCo ordinary shares and ~~investors~~PubCo ~~providing~~warrants ~~them~~held ~~with~~by ~~deep~~the ~~understanding~~applicable ofparties to the Registration ~~entrepreneurial~~Rights ~~journey~~Agreement. ~~Our~~In ~~team~~particular, isPubCo ~~regarded~~shall asfile, ~~thought~~in ~~leaders~~no ~~and~~event ~~mentors~~later ~~with~~than sixty (60) days after the closing, a ~~long~~registration statement ~~history~~for a shelf registration covering the resale of ~~successfully~~all ~~helping~~registrable ~~other~~securities ~~founders~~of ~~and~~the ~~businesses~~applicable holders. The holders are entitled to make up to three demands for shelf takedowns within any 12-month period, after the shelf has been declared effective. In addition, the holders have certain piggyback registration rights with respect to registration statements filed in connection with any PubCo’s registered offering of equity securities after the ~~region~~Business ~~develop~~Combination, ~~and~~subject ~~scale~~to ~~their~~certain ~~businesses~~exceptions.

7 Lock-Up Agreement

~~Table~~The Business Combination Agreement contemplates that, as a condition to the closing, Catcha, Crown, PubCo, certain Crown shareholders, our sponsor, and Crown’s and Catcha’s directors and officers will enter into the Lock-Up Agreement pursuant to which, among other things, the applicable parties will agree not to transfer, sell, assign or otherwise dispose of ~~Contents~~any PubCo’s equity securities held by such persons for 12 months following the closing, in each case subject to certain exceptions.

~~Our team has developed a large~~ Exchange and ~~deep~~Support network within the technology and digital ecosystem globally and across Asia Pacific, including strong relationships with many leading founders, executives, and investors. For example, Wild Digital Conference, which is a regional premier technology-focused conference organized by Catcha Group since 2015, saw participation from over 2,600 attendees in 2021. Agreement

~~Additionally~~Concurrently with the execution of the Business Combination Agreement, weCatcha, ~~leverage~~PubCo, Crown and certain Crown shareholders entered into the ~~extensive~~Exchange and ~~global~~Support ~~network~~Agreement, ~~brought~~pursuant byto ~~members~~which, such Crown shareholders agreed to (i) exchange all of ~~our~~their ~~Board~~Crown shares for PubCo ordinary shares as part of ~~Directors~~the Exchange, (ii) to vote their Crown shares in favor of the transactions contemplated by the Business Combination Agreement and ~~Advisors~~(iii) to provide a power of attorney to Crown to take certain actions in connection with the transactions contemplated by the Business Combination Agreement on behalf of such Crown shareholders. ~~Their~~The ~~deep~~Crown ~~experience~~Shareholders ~~and~~that ~~reputation~~are ~~helps~~party to ~~position~~the usExchange ~~well~~and Support Agreement are expected to ~~source~~represent ~~attractive~~approximately ~~prospects.~~90% of issued and outstanding Crown shares immediately before the closing.

~~Our~~Shareholder ~~transaction experience~~ Approval

~~Our~~On ~~team~~June ~~includes~~12, ~~seasoned dealmakers with experience in investments with a wide range of sizes and structures~~2024, ~~across multiple macroeconomic and industry cycles.~~ Catcha ~~Group has invested in over 50 new economy companies,~~ held ~~either~~an ~~directly~~extraordinary orgeneral ~~indirectly~~meeting ~~and~~of ~~has~~shareholders pursuant ~~conducted~~to ~~over~~which 70the ~~corporate~~shareholders ~~transactions~~of ~~including~~record ~~mergers~~as ~~and~~of ~~acquisitions~~January 16, ~~initial~~2024 ~~public~~approved ~~offerings~~Catcha’s ~~and~~previously ~~capital~~proposed ~~raisings~~Business ~~over~~Combination ~~the last 20 years~~with Crown.

Our Competitive ~~commitment to supporting our business combination partner~~ Advantages

Our Operating team is committed to ensuring the longer term success of the business combination partner we identify and pursue, and intend to bring our unique expertise to drive efficiencies following a business combination to steer our partner through their short-term and long-term challenges. Excellence

Our team ~~rich~~has ~~transaction~~a ~~and~~rich operating ~~experience~~track ~~makes~~record uswith ~~well-suited~~demonstrated ability to ~~guide~~launch, ~~our~~operate, ~~partner through variety of macroeconomic~~ and ~~industry cycles as they build and~~ scale ~~their~~digital business, ~~and~~creating ~~help~~significant value ~~them~~for ~~assess~~our ~~potential~~stakeholders. ~~strategic~~We ~~opportunities~~believe as the ~~technology~~collective ~~and~~experience ~~competitive~~of ~~landscape~~our ~~continue to change. Our~~ team ispositions ~~committed~~us uniquely to ~~leveraging~~assess ~~its~~promising ~~large~~candidates ~~network~~and support ~~globally~~companies to ~~help~~achieve ~~our~~their ~~partner~~long-term ~~companies find the best available talent and operate with excellence~~objectives.

~~Having~~For example, ~~brought~~in ~~several~~2007, ~~companies~~Catcha ~~public~~Group ~~and~~founded iProperty, an online real estate portal with apresence ~~successful~~across ~~track~~Southeast ~~record~~Asia, asand ~~operators~~exited in 2016 at a valuation of ~~public~~A ~~companies~~$751 million, ~~our~~which ~~sponsor~~was isone ~~well-positioned~~of tothe ~~lead~~largest ~~our~~exits ~~partner~~in onthe ~~their~~region ~~journey~~at the time. Leveraging insights from its experience with iProperty, Catcha Group founded Frontier Digital Ventures to ~~public~~establish ~~capital~~leading online classifieds businesses in the other emerging markets across the world. Today, Frontier Digital Ventures has invested in a portfolio of online classifieds assets worth over US$750 million comprising of real estate, automotive and ~~guide~~general ~~them~~classifieds ~~through~~platforms ~~the~~across ~~potential~~Asia ~~opportunities~~Pacific, Central and ~~challenges~~South asAmerica, and MENA. Catcha Group also founded iFlix in 2015, a ~~newly~~video-on-demand ~~publicly~~platform ~~listed~~focused ~~company~~on emerging markets in Asia and was acquired by Tencent Group in 2020. Another Catcha Group company, iCar Asia, has grown to become a leading online automotive-focused portal in Southeast Asia, and was acquired by Carsome for approximately $200 million.

~~Our Management Team, Directors, and Advisors~~ 3

Our Sourcing officers, directors, and advisors consist of seasoned investors and industry executives with an extensive track record of identifying, investing in, building, operating, and advising leading businesses. In particular, the team possesses a deep understanding of the technology space and market opportunities globally and in our focus region. We believe our management team, together with the support of our advisors and directors, is well-positioned to identify and access a differentiated range of investment opportunities in the new economy sectors by capitalizing on their reputation and deep network of relationships. Network

Our ~~management~~ team ~~and~~has ~~board~~a ofrich ~~directors comprises of Patrick Grove, chairman of our board of directors~~ and ~~chief~~long ~~executive~~track ~~officer~~record ~~since~~as ~~our inception~~entrepreneurs, ~~Luke~~operators ~~Elliott, director~~ and ~~president~~investors ~~since~~providing ~~our~~them ~~inception,~~with ~~Wai~~deep ~~Kit~~understanding ~~Wong,~~of ~~chief~~the ~~financial officer, James A~~entrepreneurial journey. ~~Graf,~~Our ~~independent~~team ~~director,~~is ~~Rick~~regarded ~~Hess,~~as ~~independent~~thought ~~director,~~leaders and ~~Yaniv~~mentors ~~Ghitis,~~with ~~independent~~a ~~director.~~long ~~For~~history ~~more~~of ~~information~~successfully onhelping ~~the~~other ~~experience~~founders and ~~background~~businesses in ofthe ~~our~~region ~~team~~develop and ~~directors,~~scale ~~see~~their ~~“Item 10~~businesses. ~~Directors, Executive Officers, and Corporate Governance.”~~

~~Investment~~Our team ~~Advisory~~has ~~Board~~developed a large and deep network within the technology and digital ecosystem globally and across Asia Pacific, including strong relationships with many leading founders, executives, and investors. For example, Wild Digital Conference, which is a regional premier technology-focused conference organized by Catcha Group since 2015, saw participation from over 2,600 attendees in 2021.

~~We formed an investment advisory board~~Additionally, ~~who assists our management team in sourcing suitable acquisition targets and provides business insights when~~ we ~~assess~~leverage ~~potential business combination targets and as we work to driving additional value in~~ the ~~businesses~~extensive ~~that~~global wenetwork ~~acquire.~~brought ~~The~~by members of ~~the~~our ~~investment~~Board ~~advisory~~of ~~board~~Directors ~~are Meng Xiong, Khailee Ng, Thomas Tsao,~~ and ~~Helen Wong~~Advisors. ~~For~~Their ~~more~~deep ~~information on the~~ experience and ~~background~~reputation helps ofto ~~our~~position ~~investment~~us ~~advisory~~well ~~board,~~to ~~see~~source ~~“Item~~attractive 10prospects. ~~Directors, Executive Officers, and Corporate Governance.”~~

8Our transaction experience

~~Table~~Our team includes seasoned dealmakers with experience in investments with a wide range of ~~Contents~~sizes and structures, across multiple macroeconomic and industry cycles. Catcha Group has invested in over 50 new economy companies, held either directly or indirectly and has conducted over 70 corporate transactions including mergers and acquisitions, initial public offerings and capital raisings over the last 20 years.

Our commitment ~~Business~~to ~~Strategy~~supporting our business combination partner

Our team ~~business strategy~~ is committed to ~~identify~~ensuring ~~and consummate an initial business combination with a company with operations or prospects in~~ the ~~Asia~~longer ~~Pacific~~term ~~new~~success ~~economy sector. We focus on companies that complement the experience~~ of ~~our management team and that can benefit from~~ the ~~management~~business ~~team’s~~combination ~~operational~~partner ~~expertise.~~we ~~Our~~identify ~~selection process leverages our management team’s~~ and ~~our~~pursue, ~~sponsor’s broad~~ and ~~deep~~intend ~~network~~to ofbring our ~~relationships,~~unique ~~industry~~ expertise, ~~and~~to ~~proven~~drive ~~deal-sourcing~~efficiencies ~~capabilities,~~following ~~providing~~a usbusiness ~~with~~combination ato ~~strong~~steer ~~pipeline~~our ofpartner ~~potential~~through ~~targets.~~their ~~Our~~short-term ~~management~~ and ~~sponsor have experience in:~~ long-term challenges.

•Our rich ~~investing~~transaction and ~~building~~operating ~~businesses~~experience inmakes us well-suited to guide our partner through variety of macroeconomic and industry cycles as they build and scale their business, and help them assess potential strategic opportunities as the ~~new~~technology ~~economy~~and ~~sectors;~~competitive landscape continue to change. Our team is committed to leveraging its large network globally to help our partner companies find the best available talent and operate with excellence.

•Having brought ~~managing~~several companies public and ~~operating~~with a successful track record as operators of public companies, ~~setting~~our ~~and~~sponsor ~~changing~~is ~~strategies,~~well-positioned to lead our partner on their journey to public capital markets and ~~identifying,~~guide ~~mentoring~~them through the potential opportunities and ~~recruiting~~challenges ~~top-notch~~as ~~talent;~~a newly publicly listed company.

•Our Management ~~developing and growing companies~~Team, ~~both organically and inorganically~~Directors, and ~~expanding the product ranges and geographic footprints of portfolio businesses;~~Advisors

•Our officers, ~~executing~~directors, ~~merger~~and advisors consist of seasoned investors and ~~acquisition~~industry ~~strategies~~executives with an extensive track record of identifying, investing in, building, operating, and advising leading businesses. In particular, the team possesses a deep understanding of the technology space and market opportunities globally and in our focus region. We believe our management team, together with the support of our advisors and directors, is well-positioned to ~~accelerate~~identify ~~growth~~and access a differentiated range of investment opportunities in the new economy sectors by capitalizing on their reputation and ~~create~~deep ~~integrated~~network ~~value~~of ~~chains;~~relationships.

•Our management ~~sourcing~~team and board of directors comprises of Patrick Grove, ~~structuring~~chairman of our board of directors and chief executive officer since our inception, ~~acquiring~~Luke Elliott, director and ~~selling~~president ~~businesses~~since inour ~~various~~inception, ~~markets;~~Wai Kit Wong, chief financial officer, James A. Graf, independent director, Rick Hess, independent director, and Yaniv Ghitis, independent director. For more information on the experience and background of our team and directors, see “Item 10. Directors, Executive Officers, and Corporate Governance.”

~~• partnering with other industry-leading companies to increase sales and improve the competitive position of companies;~~4

•Our Business ~~fostering relationships with users, sellers, capital providers and target management teams; and~~Strategy

•While we ~~accessing~~may pursue an acquisition or a business combination target in any business, industry, or geography, we have focused our search on a target with operations or prospective operations in the ~~capital~~technology, ~~markets~~digital media sectors, financial technology, or digital services, which we refer to as the “new economy sectors,” across ~~various~~Asia ~~business~~Pacific. ~~cycles~~We believe that Asia Pacific will continue to enjoy an outsized growth trajectory, ~~including~~particularly ~~financing~~in ~~businesses~~the new economy sectors, and ~~assisting~~that this will result in opportunities for attractive risk-adjusted returns from our initial business combination. We’ve focused on companies ~~with~~that complement the ~~transition~~experience toof ~~public~~our ~~ownership~~management team and that can benefit from the management team’s operational expertise. Our selection process has leveraged our management team’s and our sponsor’s broad and deep network of relationships, industry expertise, and proven deal-sourcing capabilities, providing us with a strong pipeline of potential targets. Our management and sponsor have experience in:

~~Business~~● ~~Combination~~investing ~~Criteria~~and building businesses in the new economy sectors;

~~Consistent~~● ~~with~~managing ~~our~~and ~~business~~operating ~~strategy~~companies, wesetting ~~have identified the following general criteria~~ and ~~guidelines~~changing ~~that~~strategies, ~~we believe are important in evaluating prospective target businesses. We use these criteria~~ and ~~guidelines in evaluating acquisition opportunities~~identifying, ~~though~~mentoring ~~we may decide to enter into our initial business combination with a target business that does not meet these criteria~~ and ~~guidelines.~~recruiting Wetop-notch ~~focus on businesses with:~~ talent;

•● ~~Operations~~developing ~~or prospects in new economy sectors in Southeast Asia~~ and ~~Australia.~~growing ~~Based upon our management team’s experience~~companies, weboth ~~have~~organically ~~increased access to investment opportunities~~ and ainorganically, ~~competitive advantage in our ability to negotiate a business combination with potential targets in Southeast Asia~~ and ~~Australia’s~~expanding ~~new~~the ~~economy~~product ~~sectors.~~ranges ~~Our management team’s extensive experience~~ and ~~network~~geographic footprints of ~~contacts~~portfolio ~~provides them with an opportunity to source a target, evaluate a target, consummate a business combination with the target and help grow the target’s business.~~businesses;

•● ~~Strong~~executing ~~management~~merger ~~team~~ and ~~culture.~~acquisition Westrategies ~~intend~~ to ~~acquire~~accelerate ~~one or more businesses that have strong management teams with a proven track record of driving~~ growth, ~~building long-term competitive advantage~~ and ~~making~~create ~~sound~~integrated ~~strategic~~value ~~decisions, as well as operating with a transparent corporate culture anchored in strong values.~~chains;

•● ~~Large~~sourcing, ~~addressable~~structuring, ~~markets.~~acquiring Weand ~~intend~~selling tobusinesses ~~invest~~ in ~~one~~various ~~or more businesses that address a large market that creates the opportunity for attractive long-term growth prospects.~~markets;

•● ~~Scalability.~~partnering Wewith ~~seek~~other toindustry-leading ~~invest~~companies ~~in one or more businesses that will be able~~ to ~~significantly~~increase ~~scale~~sales ~~their~~and ~~operations~~improve tothe ~~take~~competitive ~~advantage~~position of ~~their opportunities. We intend to leverage our experience in scaling businesses in order to help accelerate growth.~~companies;

9● fostering relationships with users, sellers, capital providers and target management teams; and

~~Table~~● ofaccessing ~~Contents~~the capital markets across various business cycles, including financing businesses and assisting companies with the transition to public ownership.

•Business Combination Sound fundamentals with the potential to further improve their performance under our ownership. We believe our management team’s experience in our target sectors as well as their network of industry contacts will create opportunities to enhance the revenue and operational efficiencies of the target business, and potentially generate higher returns for our investors.Criteria

•Consistent with ~~Market~~our ~~leadership.~~business Westrategy, ~~intend~~we ~~to seek one or more targets that~~ have afocused ~~leading~~on ~~presence~~businesses ~~across an industry or segment or have leading technology or product capabilities.~~with:

•● ~~Appropriate~~Operations ~~valuations~~or prospects in new economy sectors in Southeast Asia and Australia. WeBased ~~are~~upon our management team’s experience, we have increased access to investment opportunities and a ~~disciplined~~competitive advantage in our ability to negotiate a business combination with potential targets in Southeast Asia and ~~valuation-centric~~Australia’s ~~investor~~new ~~that~~economy ~~will~~sectors. ~~invest~~Our onmanagement ~~terms~~team’s ~~that~~extensive weexperience ~~believe~~and ~~are~~network ~~attractive~~of ~~relative~~contacts provides them with an opportunity to ~~market~~source ~~comparables~~a ~~and~~target, ~~intrinsic~~evaluate ~~value~~a ~~that~~target, ~~provide~~consummate ~~significant~~a ~~upside~~business ~~potential~~combination with the target and help grow the target’s business.

•● ~~Opportunities~~Strong ~~for~~management ~~inorganic~~team ~~growth~~and culture. We ~~seek~~intend ~~companies~~to acquire one or more businesses that ~~can~~have ~~serve~~strong asmanagement teams with a ~~platform~~proven ~~for~~track ~~future~~record ~~synergistic~~of ~~acquisitions~~driving growth, building long-term competitive advantage and ~~can~~making ~~benefit~~sound ~~from~~strategic ~~the~~decisions, ~~public~~as ~~currency~~well ~~afforded~~as byoperating ~~access~~with toa ~~equity~~transparent ~~capital~~corporate ~~markets~~culture anchored in strong values.

~~Our~~● ~~Business~~Large ~~Combination~~addressable ~~Process~~markets. We intend to invest in one or more businesses that address a large market that creates the opportunity for attractive long-term growth prospects.

In● ~~evaluating~~Scalability. aWe ~~prospective~~seek ~~target~~to ~~business,~~invest wein ~~conduct~~one aor ~~thorough~~more ~~due~~businesses ~~diligence review~~ that ~~encompasses,~~will ~~among~~be ~~other~~able ~~things,~~to ~~meetings~~significantly ~~with~~scale ~~incumbent~~their ~~management~~operations ~~and~~to ~~employees,~~take ~~document~~advantage ~~reviews, interviews~~ of ~~customers~~their ~~and~~opportunities. ~~suppliers,~~We ~~inspection~~intend ofto ~~facilities,~~leverage asour ~~well~~experience asin ~~reviewing~~scaling ~~financial~~businesses ~~and~~in ~~other~~order ~~information that will be made available~~ to ~~us.~~help Weaccelerate ~~also utilize our operational and capital allocation experience~~growth.

~~Our~~● ~~acquisition~~Sound ~~criteria,~~fundamentals ~~due~~with ~~diligence~~the ~~processes,~~potential ~~and value creation methods are not exhaustive. Any evaluation relating~~ to ~~the~~further ~~merits~~improve oftheir aperformance ~~particular~~under ~~initial~~our ~~business~~ownership. ~~combination~~We ~~may~~believe beour ~~based,~~management toteam’s ~~the~~experience ~~extent~~in ~~relevant,~~our ontarget ~~these~~sectors ~~general guidelines~~ as well as ~~other~~their ~~considerations,~~network ~~factors~~of ~~and~~industry ~~criteria~~contacts ~~that~~will ~~our~~create ~~management~~opportunities ~~may deem relevant. In the event that we decide~~ to ~~enter~~enhance ~~into our initial business combination with a target business that does not meet~~ the ~~above~~revenue ~~criteria~~ and ~~guidelines,~~operational weefficiencies ~~will~~of ~~disclose that~~ the target business, ~~does~~and ~~not~~potentially ~~meet~~generate ~~the~~higher ~~above~~returns ~~criteria~~for in our shareholder communications related to our initial business combination, which, as discussed in this Report, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SECinvestors.

~~Sourcing of Potential Business Combination Targets~~ 5

We● ~~believe~~Market ~~that~~leadership. ~~the~~We ~~operational~~intend ~~and~~to ~~transactional~~seek ~~experience~~one ofor ~~our~~more management team and our sponsor and their respective affiliates and related entities and the relationships they have developed as a result of such experience, provides us with a substantial number of potential business combination targets. ~~These~~that ~~individuals and entities~~ have ~~developed~~ a ~~broad~~leading ~~network~~presence ofacross ~~contacts~~an ~~and~~industry ~~corporate~~or ~~relationships~~segment ~~around~~or the world. This network has grown through sourcing, acquiring and financing businesses and maintaining relationships with sellers, financing sources, and target management teams. Our management team and members of our sponsor and their respective affiliates and related entities have ~~significant~~leading ~~experience~~technology in executing transactions under varying economic and financial market conditions. We believe that these networks of relationships and this experience provides us with important sources of investment opportunities. In addition, we anticipate that target business candidates may be brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business enterprises seeking to divest noncore assets or ~~divisions.~~product capabilities.

We● ~~are~~Appropriate ~~not~~valuations. ~~prohibited~~We ~~from~~are ~~pursuing an initial business combination with~~ a ~~business~~disciplined ~~combination~~and ~~target~~valuation-centric ~~that~~investor is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities) or making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers or directors (or their respective affiliates or related entities). In the event we seek to complete our initial business combination with a company that ~~is affiliated with our sponsor, officers or directors (or their respective affiliates or related entities), we, or a committee of independent directors,~~ will ~~obtain~~invest anon ~~opinion~~terms ~~from an independent investment banking firm or another independent firm~~ that ~~commonly renders valuation opinions for the type of company~~ we ~~are~~believe ~~seeking to acquire or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. We~~ are ~~not~~attractive ~~required~~relative to ~~obtain~~market ~~such~~comparables an opinion in any other context. If any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business combination opportunity to us, subject to his or her fiduciary duties under Cayman Islands law. Our officers and ~~directors~~intrinsic ~~currently~~value ~~have certain relevant fiduciary duties or contractual obligations~~ that ~~may~~provide ~~take~~significant ~~priority~~upside ~~over their duties to us~~potential.

10● Opportunities for inorganic growth. We seek companies that can serve as a platform for future synergistic acquisitions, and can benefit from the public currency afforded by access to equity capital markets.

~~Table~~We used ofthese ~~Contents~~criteria and guidelines in evaluating acquisition opportunities, though we may decide to consummate our initial business combination with a target business that does not meet these criteria and guidelines.

~~Other~~Our Business ~~Acquisition~~Combination ~~Considerations~~ Process

In evaluating ~~addition~~Crown ~~to our sponsor, members of our management team may directly or indirectly own our ordinary shares~~ and~~/or~~ ~~private~~other ~~placement~~prospective ~~warrants,~~target ~~and~~businesses, ~~accordingly,~~we ~~may~~conducted ~~have~~ a ~~conflict~~thorough ofdue ~~interest~~diligence inreview ~~determining~~that ~~whether~~encompassed, aamong ~~particular~~other things, ~~target~~meetings ~~business is an appropriate business~~ with ~~which~~incumbent tomanagement ~~effectuate~~and ~~our~~employees, ~~initial~~document ~~business combination. Further~~reviews, ~~each~~interviews of ~~our~~customers ~~officers~~ and ~~directors~~suppliers, ~~may~~inspection ~~have a conflict~~ of ~~interest~~facilities, as ~~with~~well ~~respect~~as toreviewing ~~evaluating~~financial ~~a particular business combination if the retention or resignation of any such officers~~ and ~~directors~~other ~~was~~information ~~included~~that bywere amade ~~target~~available ~~business as a condition~~ to ~~any~~us. ~~agreement~~We ~~with~~also ~~respect~~utilized to our ~~initial~~operational ~~business~~and ~~combination.~~capital allocation experience.

~~Each~~Our acquisition ofcriteria, ~~our~~due ~~directors~~diligence ~~and officers presently has~~processes, and invalue ~~the~~creation ~~future~~methods ~~any~~are ofnot ~~our~~exhaustive. ~~directors~~Any ~~and~~evaluation ~~our~~relating ~~officers may have, additional fiduciary or contractual obligations~~ to ~~other~~the ~~entities~~merits ~~pursuant~~of a toparticular ~~which~~initial ~~such~~business ~~officer~~combination ormay ~~director is or will~~ be ~~required~~based, to ~~present~~the ~~acquisition~~extent ~~opportunities to such entity. Accordingly~~relevant, ~~subject~~on tothese ~~his~~general orguidelines ~~her~~as ~~fiduciary~~well ~~duties~~as ~~under~~other ~~Cayman Islands law~~considerations, factors ifand ~~any~~criteria ofthat our ~~officers~~management ormay ~~directors~~deem ~~becomes~~relevant. ~~aware~~In ofthe anevent ~~acquisition~~that ~~opportunity~~we ~~which~~decide ~~is suitable for an entity~~ to ~~which~~enter heinto orour ~~she~~initial ~~has~~business ~~then~~combination with ~~current~~a ~~fiduciary~~target orbusiness ~~contractual~~that ~~obligations,~~does henot ormeet ~~she will need to honor his or her fiduciary or contractual obligations to present such acquisition opportunity to such entity, and only present it to us if such entity rejects~~ the ~~opportunity.~~above ~~Our~~criteria ~~second amended~~ and ~~restated~~guidelines, ~~memorandum~~we ~~and~~will ~~articles~~disclose ~~of association provides~~ that, ~~subject to his or her fiduciary duties under Cayman Islands law, no director or officer shall be disqualified or prevented from contracting with~~ the ~~company~~target ~~nor~~business ~~shall~~does ~~any~~not ~~contract or transaction entered into by or on behalf of~~ meet the ~~company~~above criteria in ~~which~~our ~~any~~shareholder ~~director~~communications ~~shall~~related ~~have an interest be liable~~ to beour ~~avoided.~~initial Abusiness ~~director~~combination, ~~shall~~which, beas atdiscussed ~~liberty to vote~~ in ~~respect~~this ofReport, would ~~any~~be ~~contract or transaction~~ in ~~which he is interested provided that~~ the ~~nature~~form of ~~such~~tender ~~interest~~offer ~~shall~~documents ~~be disclosed at~~ or ~~prior~~proxy tosolicitation ~~its~~materials ~~consideration or any vote thereon by the board of directors. We do not believe, however,~~ that ~~any~~we ~~fiduciary duties or contractual obligations of our directors or officers~~ would ~~materially~~file ~~undermine~~with ~~our~~the ~~ability to complete our business combination~~SEC.

~~Our~~Initial Business officers and directors may become an officer or director of another special purpose acquisition company with a class of securities registered under the Exchange Act even before we enter a definitive agreement regarding our initial business combination. Combination

~~Initial~~The rules ~~Business~~of ~~Combination~~the NYSE require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount held in trust). We refer to this as the “80% of net assets test.” If our board of directors is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Additionally, pursuant to NYSE rules, any initial business combination must be approved by a majority of our independent directors.

~~The~~Unless we ~~rules~~complete ~~of the NYSE American require that~~ our initial business combination ~~must~~with bean ~~with~~affiliated ~~one~~entity, or ~~more~~our ~~operating~~board ~~businesses~~of ordirectors ~~assets~~cannot ~~with~~independently adetermine the fair market value ~~equal~~of tothe attarget ~~least~~business ~~80%~~or ofbusinesses, ~~the~~we ~~net~~are ~~assets~~not ~~held~~required into ~~the~~obtain ~~trust~~an ~~account~~opinion ~~(net~~from ofan ~~amounts~~independent ~~disbursed~~investment tobanking firm, ~~management~~another ~~for~~independent ~~working~~firm ~~capital~~that ~~purposes,~~commonly ifrenders ~~permitted,~~valuation ~~and~~opinions ~~excluding~~for the ~~amount~~type of ~~any~~company ~~deferred~~we ~~underwriting~~are ~~discount~~seeking ~~held~~to inacquire ~~trust).~~or Wefrom ~~refer~~an independent toaccounting ~~this~~firm asthat the ~~“80%~~price ofwe ~~net~~are ~~assets~~paying ~~test.”~~for Ifa ~~our~~target ~~board of directors~~ is ~~not~~fair ~~able~~ to ~~independently~~our ~~determine~~company ~~the~~from ~~fair~~a ~~market~~financial ~~value~~point of ~~the~~view. ~~target~~If ~~business~~no oropinion is ~~businesses~~obtained, weour shareholders will ~~obtain~~be anrelying ~~opinion~~on ~~from~~the anbusiness ~~independent~~judgment ~~investment~~of ~~banking~~our ~~firm~~board orof ~~another~~directors, ~~independent~~which ~~entity~~will ~~that~~have ~~commonly~~significant ~~renders~~discretion in ~~valuation~~choosing ~~opinions~~the ~~with~~standard ~~respect~~used to establish the ~~satisfaction~~fair market value of ~~such~~the ~~criteria.~~target Weor dotargets, ~~not~~and ~~currently~~different ~~intend~~methods toof ~~purchase~~valuation ~~multiple~~may ~~businesses~~vary greatly in ~~unrelated~~outcome ~~industries~~from inone ~~conjunction~~another. ~~with~~Such ~~our~~standards ~~initial~~used ~~business~~will ~~combination,~~be ~~although~~disclosed ~~there~~in isour notender ~~assurance~~offer ~~that~~documents ~~will~~or beproxy ~~the~~solicitation ~~case.~~materials, as ~~Additionally~~applicable, ~~pursuant~~related to ~~NYSE~~our ~~American rules, any~~ initial business combination ~~must be approved by a majority of our independent directors~~.

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, we are not required to obtain an opinion from an independent investment banking firm, another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or from an independent accounting firm that the price we are paying for a target is fair to our company from a financial point of view. If no opinion is obtained, our shareholders will be relying on the business judgment of our board of directors, which will have significant discretion in choosing the standard used to establish the fair market value of the target or targets, and different methods of valuation may vary greatly in outcome from one another. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. 6

11We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares, and/or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We intend to satisfy the 80% requirement even if our securities are not listed on the NYSE at the time of our initial business combination.

~~Table~~We filed a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of ~~Contents~~the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

We anticipate structuring our initial business combination so that the post-transaction company in which our public shareholders own shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons. However, we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register Status as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a ~~minority~~Public interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock, shares, and/or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. We intend to satisfy the 80% requirement even if our securities are not listed on the NYSE American at the time of our initial business combination. Company

We believe ~~filed~~our structure makes us an attractive business combination partner to target businesses. As an existing public company, we offer a ~~Registration~~target ~~Statement~~business onan ~~Form~~alternative ~~8-A~~to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us, the ~~SEC~~owners toof ~~voluntarily~~the ~~register~~target ~~our~~business ~~securities~~may, ~~under~~for ~~Section 12~~example, exchange their shares of stock, shares or other equity interests in the ~~Exchange~~target ~~Act.~~business Asfor our Class A ordinary shares (or shares of a ~~result~~new holding company) or for a combination of our Class A ordinary shares and cash, weallowing ~~are~~us ~~subject~~to tailor the consideration to the ~~rules~~specific needs of the sellers. We believe target businesses will find this method to be a more expeditious and ~~regulations~~cost ~~promulgated~~effective ~~under~~method to becoming a public company than the ~~Exchange~~typical ~~Act~~initial public offering. WeThe ~~have~~typical noinitial ~~current~~public ~~intention~~offering ofprocess ~~filing~~takes a ~~Form~~significantly 15longer toperiod ~~suspend~~of ~~our~~time ~~reporting~~than orthe ~~other~~typical ~~obligations~~business ~~under~~combination transaction process, and there are significant expenses in the ~~Exchange~~initial ~~Act~~public ~~prior~~offering orprocess, ~~subsequent~~including underwriting discounts and commissions, that may not be present to the ~~consummation~~same ofextent ~~our~~in ~~initial~~connection with a business combination. with us.

~~Status~~Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a ~~Public~~public ~~Company~~company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees.

WeWhile we believe that our structure ~~makes~~and usour anmanagement ~~attractive~~team’s ~~business~~backgrounds ~~combination~~makes ~~partner~~us ~~to target businesses. As~~ an ~~existing~~attractive ~~public company, we offer a target~~ business ~~an alternative to the traditional initial public offering through a merger or other business combination with us. In a business combination transaction with us~~partner, ~~the~~some ~~owners~~potential ~~of the~~ target businesses ~~business~~ may, ~~for~~view ~~example, exchange their shares of stock, shares or other equity interests in the target business for~~ our ~~Class A~~status ~~ordinary~~as ~~shares (or shares of~~ a ~~new~~blank ~~holding~~check company), orsuch ~~for~~as aour ~~combination~~lack of ~~our~~an ~~Class A~~operating ~~ordinary~~history ~~shares~~ and ~~cash,~~our ~~allowing~~ability us to ~~tailor~~seek ~~the~~shareholder approval ~~consideration to the specific needs~~ of ~~the~~any ~~sellers.~~proposed ~~We believe target businesses will find this method to be a more expeditious and cost effective method to becoming a public company than the typical~~ initial ~~public offering. The typical initial public offering process takes a significantly longer period of time than the typical~~ business combination ~~transaction process~~, and there are significant expenses in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in connection with a business combination with usnegatively.

Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional means of providing management incentives consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented employees. 7

While we believe that our structure and our management team’s backgrounds makes us an attractive business partner, some potential target businesses may view our status as a blank check company, such as our lack Lack of anBusiness ~~operating history and our ability to seek shareholder approval of any proposed initial business combination, negatively.~~ Diversification

12For an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:

~~Table~~● subject us to negative economic, competitive and regulatory developments, any or all of ~~Contents~~which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and

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

~~With~~Limited Ability funds available for a business combination in the amount of $304,086,289 as of December 31, 2022, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to ~~complete~~Evaluate ~~our initial business combination using our cash, debt or equity securities, or a combination of~~ the ~~foregoing,~~Target’s weManagement have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can be no assurance it will be available to us. Team

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

~~General~~We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

WeFollowing a ~~are~~business ~~not presently engaged in~~combination, ~~and~~ we ~~will~~may ~~not~~seek ~~engage~~to ~~in,~~recruit ~~any~~additional ~~operations~~managers ~~for an indefinite period of time following our initial public offering. We intend~~ to ~~effectuate~~supplement ~~our initial business combination using cash from~~ the ~~proceeds~~incumbent ofmanagement ~~our initial public offering (net~~ of ~~redemptions) and~~ the ~~sale~~target ~~of the private placement warrants, the proceeds of the sale of our shares in connection with our initial~~ business. ~~combination~~We cannot ~~(pursuant~~assure toyou ~~forward~~that ~~purchase agreements or backstop agreements~~ we ~~may~~will ~~enter~~have ~~into), shares issued to~~ the ~~owners~~ability ~~of the target, debt issued~~ to ~~bank~~recruit oradditional ~~other lenders or the owners of the target~~managers, or ~~a combination of the foregoing or other sources. We may seek to complete our initial business combination with a company or business~~ that ~~may~~additional bemanagers ~~financially~~will ~~unstable~~have orthe inrequisite ~~its~~skills, knowledge, ~~early stages of development~~ or ~~growth,~~experience ~~which~~necessary ~~would subject us~~ to enhance the ~~numerous~~incumbent ~~risks inherent in such companies and businesses~~management.

IfShareholders May ~~our~~Not ~~initial~~Have ~~business combination is paid for using equity or debt, or not all of~~ the ~~funds~~Ability released from the trust account are used for payment of the consideration in connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to usApprove ~~from~~Our ~~the~~Initial ~~trust~~Business account for general corporate purposes, including for the maintenance or expansion of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. Combination

We may ~~need~~conduct toredemptions ~~obtain~~without ~~additional~~a ~~financing~~shareholder vote pursuant to ~~complete our initial business combination, either because~~ the ~~transaction~~tender ~~requires~~offer ~~more~~rules ~~cash~~of ~~than is available from~~ the ~~proceeds held in our trust account~~SEC, orsubject ~~because we become obligated~~ to ~~redeem~~the aprovisions ~~significant number~~ of our ~~public~~third ~~shares~~amended ~~upon~~and ~~the~~restated ~~completion~~memorandum and articles of ~~our~~association. ~~initial business combination~~However, ~~in which case~~ we ~~may~~will ~~issue~~seek ~~additional~~shareholder ~~securities~~approval orif ~~incur~~it ~~debt~~is inrequired ~~connection~~by ~~with~~applicable ~~such~~law ~~business combination. There are no prohibitions on our ability to issue securities~~ or ~~incur~~stock ~~debt~~exchange inlisting ~~connection with our initial business combination. Other than the potential availability of the backstop arrangement with our sponsor~~requirement, or we ~~are~~may ~~not~~decide ~~currently a party~~ to ~~any~~seek ~~arrangement~~shareholder orapproval ~~understanding~~for ~~with~~business ~~any third party with respect to raising any additional funds through the sale of securities, the incurrence of debt~~ or ~~otherwise.~~other reasons.

~~Although~~Under NYSE ~~our~~listing ~~management will assess the risks inherent in a particular target business with which we may combine~~rules, weshareholder ~~cannot~~approval ~~assure~~would ~~you~~typically ~~that~~be ~~this~~required ~~assessment~~for ~~will result in~~ our ~~identifying~~initial ~~all risks that a target~~ business ~~may~~combination ~~encounter. Furthermore~~if, ~~some~~for ~~of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.~~ example:

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

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

~~Sources~~● the issuance or potential issuance of ~~Target~~ordinary ~~Businesses~~shares will result in our undergoing a change of control.

We anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since some of these sources will have read this Report and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s fees is customarily tied to the completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or directors or their respective affiliates be paid by us any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). We have agreed to pay an affiliate of our sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating, and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following our initial business combination. The presence or absence of any such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate. 8

WeThe decision ~~are~~as ~~not~~to ~~prohibited~~whether ~~from~~we ~~pursuing~~will anseek ~~initial~~shareholder ~~business~~approval ~~combination~~of ~~with~~ a ~~company~~proposed ~~that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial~~ business combination ~~with~~in athose ~~company~~instances ~~that~~in iswhich ~~affiliated~~shareholder ~~with~~approval is ~~our~~not ~~sponsor~~required orby ~~any~~law ofwill ~~our~~be ~~officers~~made orby ~~directors~~us, ~~we,~~solely orin aour ~~committee of independent directors~~discretion, and will ~~obtain~~be anbased ~~opinion~~on ~~from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions that such initial~~ business ~~combination~~and isreasons, ~~fair~~which toinclude ~~our company from~~ a ~~financial point~~ variety of ~~view.~~factors, Weincluding, ~~are~~but not ~~required~~limited to ~~obtain such an opinion in any other context.~~ :

~~Our~~● ~~officers~~the ~~and~~timing ~~directors~~of ~~presently~~the ~~have~~transaction, orincluding ~~may~~ in the ~~future~~event ~~have,~~we ~~fiduciary~~determine orshareholder ~~contractual~~approval ~~obligations~~would torequire ~~other~~additional ~~entities,~~time ~~including~~and ~~entities~~there ~~that~~is ~~are~~either ~~affiliates~~not ofenough ~~our~~time ~~sponsor, pursuant~~ to ~~which~~seek ~~such~~shareholder ~~officer~~approval or ~~director~~doing isso orwould ~~will~~place bethe ~~required~~company toat ~~present~~ a ~~business~~disadvantage ~~combination~~in ~~opportunity~~the totransaction ~~such entity. Accordingly, if any of our officers~~ or ~~directors~~result ~~becomes~~in ~~aware~~other ofadditional aburdens ~~business~~on ~~combination~~the opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. See “Item 10. Directors, Executive Officers and Corporate Governance-Conflicts of Interest.” company;

~~Evaluation~~● ofthe aexpected ~~Target~~cost ~~Business and Structuring~~ of ~~Our~~holding ~~Initial~~a ~~Business~~shareholder ~~Combination~~ vote;

In● ~~evaluating~~the arisk ~~prospective~~that target business, we continue to conduct an extensive due diligence review, which may encompass, as applicable and among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial and other information about the ~~target~~shareholders ~~and~~would ~~its~~fail ~~industry. We will also utilize our management team’s operational and capital planning experience. If we determine~~ to ~~move~~approve ~~forward with a particular target, we will proceed to structure and negotiate~~ the ~~terms~~proposed ~~of the~~ business combination ~~transaction.~~ ;

~~The~~● other time ~~required to select~~ and ~~evaluate~~budget aconstraints ~~target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree~~ of ~~certainty. Any costs incurred with respect to~~ the identification and evaluation of, and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. The company; will not pay any consulting fees to members of our management team, or their respective affiliates, for services rendered to or in connection with our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. and

~~Lack~~● additional legal complexities of ~~Business~~a ~~Diversification~~proposed business combination that would be time-consuming and burdensome to present to shareholders.

~~For~~Permitted Purchases anand ~~indefinite~~Other ~~period~~Transactions of time after the completion of our initial business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities that have the resources to complete business combinations with ~~multiple~~Respect ~~entities in one or several industries, it is probable that we will not have the resources~~ to ~~diversify~~Our ~~our operations and mitigate the risks of being in a single line of business. By completing our initial business combination with only a single entity, our lack of diversification may:~~ Securities

•If we ~~subject~~seek usshareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to ~~negative~~the ~~economic~~tender offer rules, ~~competitive~~our ~~and~~sponsor, ~~regulatory~~officers, ~~developments~~directors, ~~any~~advisors or ~~all~~their ofaffiliates ~~which~~ may ~~have~~purchase apublic ~~substantial~~shares or ~~adverse~~warrants ~~impact~~in onprivately ~~the~~negotiated ~~particular~~transactions ~~industry~~or in ~~which~~the weopen ~~operate~~market ~~after~~either prior to or following the completion of our initial business combination. 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 sponsor, officers, directors, 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, 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 in the trust account will be used to purchase public shares or warrants in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

14In the event that our sponsor, officers, directors, advisors, or their affiliates purchase public shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.

~~Table~~The purpose of ~~Contents~~any such transaction could be to (i) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination, or (iii) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

•In addition, ~~cause~~if ussuch topurchases ~~depend~~are onmade, the ~~marketing~~public ~~and~~“float” ~~sale~~ of aour ~~single~~Class ~~product~~A ordinary shares or ~~limited~~public warrants may be reduced and the number of ~~products~~beneficial holders of our securities may be reduced, which may make it difficult to maintain or ~~services~~obtain the quotation, listing or trading of our securities on a national securities exchange.

~~Limited~~Our sponsor, ~~Ability~~officers, directors and/or their affiliates may identify the shareholders with whom they may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to ~~Evaluate~~redeem their shares for a pro rata share of the ~~Target’s~~trust ~~Management~~account ~~Team~~or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination, but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, officers, directors, advisors, or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

Although we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target business’s management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations of the particular target business. 9

WeOur sponsor, ~~cannot~~officers, ~~assure~~directors ~~you~~and/or ~~that~~their ~~any~~affiliates ofwill ~~our~~be ~~key~~restricted ~~personnel~~from ~~will~~making ~~remain~~purchases inof ~~senior~~shares ~~management~~if the purchases would violate Section 9(a)(2) or ~~advisory~~Rule ~~positions~~10b-5 ~~with~~of the ~~combined~~Exchange ~~company~~Act. ~~The~~We ~~determination~~expect asany tosuch ~~whether~~purchases ~~any~~would ofbe ~~our~~reported ~~key~~by ~~personnel~~such ~~will~~person ~~remain~~pursuant ~~with~~to ~~the~~Section 13 ~~combined~~and ~~company~~Section ~~will~~16 beof ~~made~~the atExchange Act to the ~~time~~extent ofsuch ~~our~~purchasers ~~initial~~are ~~business~~subject ~~combination.~~to such reporting requirements.

~~Following~~Redemption Rights afor ~~business~~Public ~~combination,~~Shareholders weupon ~~may seek to recruit additional managers to supplement~~ the ~~incumbent~~Completion ~~management~~ of ~~the~~Our ~~target~~Initial ~~business.~~Business We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge, or experience necessary to enhance the incumbent management. Combination

~~Shareholders~~We ~~May~~will ~~Not~~provide ~~Have~~our public shareholders with the opportunity ~~Ability~~to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to ~~Approve~~the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations 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 deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There were no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder has properly elected to redeem its shares, if a business combination does not close. Our ~~Initial~~sponsor, ~~Business~~officers ~~Combination~~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 founder shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our third amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 42 months from the closing of our initial public offering or during any extension period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

WeLimitations on may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC, subject to the provisions of our second amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons. Redemptions

~~Under~~Our ~~NYSE~~third ~~American~~amended ~~listing~~and restated memorandum and articles of association provides 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 (so that we do not then become subject to the SEC’s “penny stock” rules). However, ~~shareholder~~the ~~approval~~proposed business ~~would~~combination ~~typically~~may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes, or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for ~~our~~all ~~initial~~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 ifexceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all Class A ordinary shares submitted for ~~example:~~redemption will be returned to the holders thereof.

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

•We ~~any~~will ofprovide our ~~officers,~~public ~~directors~~shareholders with the opportunity to redeem all or ~~substantial~~a ~~security~~portion ~~holders~~of ~~(as~~their ~~defined~~Class byA ordinary shares upon the ~~NYSE~~completion ~~American~~of ~~rules~~our initial business combination either (i) ~~has~~in connection with a 5%general ormeeting ~~greater~~called ~~interest,~~to ~~directly~~approve the business combination or ~~indirectly,~~(ii) inby ~~the~~means ~~target~~of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or ~~assets~~conduct toa tender offer will be ~~acquired~~made orby ~~otherwise~~us, solely in our discretion, and will be based on a variety of factors such as the ~~present~~timing orof ~~potential~~the ~~issuance~~transaction and whether the terms of ~~ordinary~~the ~~shares~~transaction would ~~could~~require ~~result~~us into anseek ~~increase~~shareholder inapproval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or ~~voting~~seek ~~power~~to amend our third amended and restated memorandum and articles of 1%association orwould ~~more~~typically (require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or 5%stock exchange listing requirement or ~~more~~we ifchoose to conduct redemptions pursuant to the ~~related~~tender ~~party~~offer ~~involved~~rules isof ~~classified~~the asSEC ~~such~~for ~~solely~~business ~~because~~or ~~such~~other ~~person~~reasons. isSo long as we obtain and maintain a ~~substantial~~listing ~~security~~for ~~holder);~~our orsecurities on NYSE, we will be required to comply with the NYSE rules.

~~• the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.~~10

15If we held a shareholder vote to approve our initial business combination, we will, pursuant to our third amended and restated memorandum and articles of association:

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

~~The~~● ~~decision~~file asproxy tomaterials ~~whether~~with wethe will seek shareholder approval of a proposed business combination in those instances in which shareholder approval is not required by law will be made by us, solely in our discretion, and will be based on business and reasons, which include a variety of factors, including, but not limited to: SEC.

• In the ~~timing of the transaction, including in the~~ event that we ~~determine~~seek shareholder approval ~~would~~of ~~require~~our ~~additional~~initial ~~time~~business ~~and~~combination, ~~there~~we iswill ~~either~~distribute ~~not~~proxy ~~enough~~materials ~~time~~and, toin ~~seek~~connection therewith, ~~shareholder~~provide ~~approval~~our orpublic ~~doing~~shareholders sowith ~~would place~~ the ~~company~~redemption atrights adescribed ~~disadvantage~~above inupon the ~~transaction~~completion orof ~~result~~our ininitial ~~other~~business ~~additional burdens on the company;~~combination.

•If we seek shareholder approval, we will complete our initial business combination only if we obtain the ~~expected~~approval ~~cost~~of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of ~~holding~~a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting. In such case, our initial shareholders have agreed to vote their founder shares and public shares in favor of our initial business combination. As a result, as of June 10, 2024, in addition to the founder shares, we would need none (assuming only the minimum number of shares representing a quorum are voted), of the public shares sold in our initial public offering to be voted in favor of an initial business combination in order to have our initial business combination approved. On June 12, 2024, such shareholder approval was obtained at an extraordinary general meeting of shareholders to approve our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of whether they vote; for or against the proposed transaction or vote at all. In addition, our sponsor, officers and directors entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment to our third amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any extension period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

•If we conduct redemptions pursuant to the ~~risk~~tender offer ~~that~~rules of the ~~shareholders~~SEC, ~~would~~we ~~fail~~will, pursuant to ~~approve~~our ~~the~~third ~~proposed~~amended ~~business~~and ~~combination;~~restated memorandum and articles of association:

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

•● ~~additional~~file ~~legal~~tender ~~complexities~~offer ofdocuments awith ~~proposed~~the SEC prior to completing our initial business combination, ~~that~~which ~~would~~contain besubstantially ~~time-consuming~~the same financial and ~~burdensome~~other toinformation ~~present~~about tothe ~~shareholders~~initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

~~Permitted~~Upon the ~~Purchases~~public announcement of our initial business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we, and ~~Other~~our ~~Transactions~~sponsor, will terminate any plan established in accordance with ~~Respect~~Rule 10b5-1 to ~~Our~~purchase ~~Securities~~Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

IfIn the weevent ~~seek shareholder approval of our initial business combination and~~ we ~~do not~~ conduct redemptions ~~in connection with our initial business combination~~ pursuant to the tender offer rules, our ~~sponsor,~~offer ~~officers,~~to ~~directors,~~redeem ~~advisors~~will orremain ~~their affiliates may purchase public shares or warrants in privately negotiated transactions or in the~~ open ~~market~~for ~~either prior to or following the completion of our initial business combination. Additionally,~~ at ~~any~~least ~~time~~20 ~~at or prior to our initial~~ business ~~combination~~days, in ~~subject~~accordance ~~to applicable securities laws (including~~ with ~~respect~~Rule ~~to material nonpublic information~~14e-1(a), ~~our~~under ~~sponsor,~~the ~~officers,~~Exchange ~~directors~~Act, ~~advisors or their affiliates may enter into transactions with investors~~ and ~~others~~we towill ~~provide~~not ~~them~~be ~~with~~permitted ~~incentives~~ to ~~acquire~~complete ~~public shares, vote their public shares in favor of~~ our initial business combination oruntil the ~~not~~expiration ~~redeem~~of ~~their~~the ~~public~~tender ~~shares~~offer period. ~~However,~~In ~~they have no current commitments~~addition, ~~plans,~~the ortender ~~intentions~~offer towill ~~engage~~be inconditioned ~~such~~on ~~transactions~~public ~~and~~shareholders ~~have~~ not ~~formulated~~tendering ~~any~~more than ~~terms~~the ornumber ~~conditions for any such transactions. None~~ of ~~the funds in the trust account will be used to purchase~~ public shares orwe ~~warrants~~are inpermitted ~~such~~to ~~transactions~~redeem. If ~~they~~public ~~engage~~shareholders intender ~~such~~more ~~transactions,~~shares ~~they~~than ~~will~~we behave ~~restricted~~offered ~~from~~to ~~making~~purchase, we ~~any~~will ~~such~~withdraw ~~purchases~~the ~~when~~tender ~~they~~offer ~~are~~and ~~in possession of any material non-public information~~ not ~~disclosed~~complete ~~to the seller or if~~ such ~~purchases~~initial ~~are~~business ~~prohibited by Regulation M under the Exchange Act~~combination.

In the event that our sponsor, officers, directors, advisors, or their affiliates purchase public shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights or submitted a proxy to vote against our initial business combination, such selling shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against our initial business combination. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules. Shareholder Approval

~~The~~On ~~purpose~~June ~~of any such transaction could be to (i) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination~~12, ~~(ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination~~2024, orCatcha ~~(iii) satisfy~~held ~~a closing condition in~~ an ~~agreement~~extraordinary ~~with~~general ameeting ~~target~~of ~~that~~shareholders pursuant ~~requires us~~ to ~~have~~which athe ~~minimum~~shareholders ~~net worth or a certain amount~~ of ~~cash~~record atas ~~the closing~~ of ~~our~~January ~~initial business combination~~16, ~~where~~2024 itapproved ~~appears~~Catcha’s ~~that~~previously ~~such~~proposed ~~requirement~~Business ~~would~~Combination ~~otherwise not be met~~with Crown. ~~Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible~~.

In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. 11

16Limitation on Redemption upon the Completion of Our Initial Business Combination If We Seek Shareholder Approval

~~Table~~If we seek shareholder approval of ~~Contents~~our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, then, pursuant to our third amended and restated memorandum and articles of association, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our initial public offering without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such holder’s shares are not 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 our initial public offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our 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.

~~Our sponsor~~However, we ~~officers,~~would ~~directors~~not ~~and/or~~be ~~their~~restricting ~~affiliates may identify the shareholders with whom they may pursue privately negotiated transactions by either the shareholders contacting us directly or by~~ our ~~receipt of redemption requests submitted by~~ shareholders’ ~~(in~~ability ~~the~~to ~~case~~vote ofall ~~Class A ordinary shares) following our mailing~~ of ~~tender offer or proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or~~ their ~~affiliates~~shares ~~enter~~(including ~~into~~Excess ~~a private transaction~~Shares, ~~they~~as ~~would~~defined ~~identify~~below) ~~and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares~~ for ~~a pro rata share of the trust account~~ or ~~vote~~ against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination, but only if such shares have not already been voted at the general meeting related to our initial business combination. Our sponsor, officers, directors, advisors, or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

~~Our~~Tendering Share ~~sponsor,~~Certificates ~~officers,~~in ~~directors~~Connection ~~and/or~~with ~~their~~a ~~affiliates~~Tender ~~will~~Offer ~~be restricted from making purchases of shares if the purchases would violate Section 9(a)(2)~~ or ~~Rule~~Redemption 10b-5 of the Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Rights

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

WeThere is ~~will~~a ~~provide~~nominal ~~our~~cost ~~public~~associated ~~shareholders~~ with the ~~opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per~~above-~~share~~referenced ~~price,~~tendering ~~payable~~process inand ~~cash, equal to~~ the ~~aggregate~~act ~~amount then on deposit in the trust account calculated as~~ of ~~two~~certificating ~~business days prior to~~ the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding public shares, ~~subject~~or todelivering ~~the~~them ~~limitations described herein. The amount in~~ through the ~~trust~~DWAC ~~account is initially anticipated to be $10~~System.00 ~~per public share.~~ The ~~per-share~~transfer ~~amount~~agent we will ~~distribute~~typically tocharge ~~investors who properly redeem their shares will not be reduced by~~ the ~~deferred~~tendering ~~underwriting~~broker ~~commissions we will pay to the underwriters. The redemption rights will include the requirement that~~ a ~~beneficial~~fee ~~holder must identify itself in order to validly redeem its shares. There were no redemption rights upon the completion~~ of ~~our~~approximately ~~initial business combination with respect to our warrants~~$80.00 ~~Further,~~and weit ~~will~~would ~~not~~be ~~proceed~~up ~~with redeeming our public shares, even if a public shareholder has properly elected~~ to ~~redeem~~the broker ~~its~~whether ~~shares,~~or ~~if a business combination does~~ not ~~close. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant~~ to ~~which~~pass ~~they~~this ~~have~~cost ~~agreed~~on to ~~waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i)~~ the ~~completion~~redeeming ofholder. ~~our~~However, ~~initial~~this ~~business~~fee ~~combination~~would ~~and~~be ~~(ii) a~~incurred ~~shareholder~~regardless ~~vote to approve an amendment to our second amended and restated memorandum and articles~~ of ~~association~~whether ~~(A) that would modify the substance~~ or ~~timing~~not we ofrequire ~~our~~holders ~~obligation~~seeking to ~~provide~~exercise ~~holders~~redemption ofrights ~~our Class A ordinary shares the right~~ to ~~have~~tender their shares. ~~redeemed~~The inneed ~~connection with our initial business combination or~~ to ~~redeem~~deliver ~~100% of our public~~ shares ifis wea dorequirement ~~not~~of ~~complete~~exercising redemption ~~our~~rights ~~initial~~regardless ~~business combination within 24 months from the closing~~ of ~~our initial public offering or during any Extension Period or (B) with respect to any other provision relating to~~ the ~~rights~~timing of ~~holders~~when ofsuch ~~our~~delivery ~~Class A~~must ~~ordinary~~be ~~shares~~effectuated.

On February 14, 2023, we held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders approved a proposal (the “Trust Amendment Proposal”) to amend our investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between us and Continental Stock Transfer (“CST”), to extend the date by which the we have to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by our board of directors (such date, the “Extended Date”). In connection with the vote, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.18 per share, for an aggregate redemption amount of $282,903,643.31. 12

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

~~Our~~Any request ~~second~~to ~~amended and restated memorandum and articles of association provides that in no event will we~~ redeem ~~our~~such ~~public~~ shares, inonce anmade, ~~amount~~may ~~that~~be ~~would~~withdrawn ~~cause~~at ~~our~~any ~~net~~time ~~tangible~~up ~~assets~~ to betwo ~~less~~business ~~than~~days ~~$5,000,001~~prior ~~(so that we do not then become subject~~ to the ~~SEC’s~~initially ~~“penny~~scheduled ~~stock”~~vote on ~~rules). However,~~ the ~~proposed~~proposal ~~business combination may require: (i) cash consideration~~ to beapprove ~~paid to~~ the ~~target~~business ~~or its owners~~combination, ~~(ii) cash~~unless tootherwise beagreed ~~transferred~~ to ~~the~~by ~~target~~us. ~~for working capital or other general corporate purposes~~Furthermore, orif ~~(iii) the~~a ~~retention~~holder of ~~cash~~a topublic ~~satisfy~~share ~~other~~delivered its ~~conditions~~certificate in ~~accordance~~connection with ~~the~~an ~~terms~~election of ~~the~~redemption ~~proposed~~rights ~~business~~and ~~combination.~~subsequently Indecides ~~the~~prior ~~event~~to the ~~aggregate~~applicable ~~cash~~date ~~consideration~~not weto ~~would~~elect to beexercise ~~required~~such torights, ~~pay~~such ~~for~~holder ~~all~~may ~~Class A~~simply ~~ordinary~~request ~~shares~~ that ~~are~~the ~~validly~~transfer ~~submitted~~agent ~~for~~return ~~redemption plus any amount required to satisfy cash conditions pursuant to~~ the ~~terms~~certificate of(physically ~~the~~or ~~proposed~~electronically). It ~~business~~is ~~combination~~anticipated ~~exceed~~that the ~~aggregate~~funds ~~amount~~to ofbe ~~cash~~distributed ~~available~~ to ~~us,~~holders weof ~~will~~our ~~not~~public ~~complete~~shares ~~the~~electing ~~business~~to ~~combination or~~ redeem ~~any~~their shares, ~~and~~will ~~all~~be ~~Class A~~distributed promptly ~~ordinary~~after ~~shares~~the ~~submitted~~completion ~~for~~of ~~redemption~~our ~~will~~initial bebusiness ~~returned to the holders thereof~~combination.

17If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares.

~~Table~~ Redemption of ~~Contents~~Public Shares and Liquidation if no Initial Business Combination

~~Manner~~Our third amended and restated memorandum and articles of ~~Conducting~~association ~~Redemptions~~provides that we have until 42 months after the closing of our initial public offering to consummate an initial business combination. If we have not consummated an initial business combination within 42 months from our initial public offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject, in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There are no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within 42 month from the closing of our initial public offering. Our third amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

WeOur ~~will~~sponsor, ~~provide~~officers ~~our~~and ~~public~~directors ~~shareholders~~entered into a letter agreement with ~~the~~us, ~~opportunity~~pursuant to ~~redeem~~which ~~all~~they orhave aagreed ~~portion~~to ofwaive their ~~Class A~~rights ~~ordinary~~to ~~shares~~liquidating ~~upon~~distributions from the ~~completion~~trust ~~of our initial business combination either (i) in connection~~ account with arespect ~~general meeting called~~ to ~~approve~~any ~~the~~founder ~~business~~shares ~~combination~~they orhold ~~(ii) by~~if ~~means~~we offail ~~a tender offer. The decision as~~ to ~~whether~~consummate wean ~~will~~initial ~~seek shareholder approval of a proposed~~ business combination orwithin ~~conduct~~42 amonths ~~tender~~from ~~offer will be made by us, solely in our discretion, and will be based on a variety of factors such as~~ the ~~timing~~ closing of ~~the~~our ~~transaction~~initial ~~and~~public ~~whether~~offering ~~the terms of the transaction would require us to seek shareholder approval under applicable law~~ or ~~stock~~during ~~exchange~~any ~~listing~~extension ~~requirement~~period or(although ~~whether~~they wewill ~~were~~be ~~deemed~~entitled to beliquidating adistributions ~~foreign~~from ~~private~~the ~~issuer~~trust account (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with ~~our~~respect ~~company~~to ~~where we do not survive and~~ any ~~transactions~~public ~~where we issue more than 20% of our issued and outstanding ordinary~~ shares orthey ~~seek~~hold toif amend our second amended and restated memorandum and articles of association would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange listing requirement or we ~~choose~~fail to ~~conduct~~complete ~~redemptions~~our ~~pursuant~~initial ~~to the tender offer rules of the SEC for~~ business orcombination ~~other~~within ~~reasons. So long as we obtain and maintain a listing for our securities on NYSE American, we will be required to comply with~~ the ~~NYSE~~prescribed ~~American rules~~time frame).

IfOur wesponsor, ~~held~~officers aand ~~shareholder~~directors ~~vote~~have agreed, pursuant to ~~approve~~a ~~our~~letter ~~initial~~agreement ~~business~~with ~~combination~~us, wethat they will, ~~pursuant~~not propose any amendment to our ~~second~~third amended and restated memorandum and articles of association: (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 42 months from the closing of our initial public offering or during any extension period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations set forth in “Limitations on redemptions.” However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, officer, director or any other person.

• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and13

•On ~~file~~February ~~proxy~~14, ~~materials~~2023, ~~with~~we held an extraordinary general meeting of shareholders (the ~~SEC~~“First Extraordinary General Meeting”), where the shareholders approved a proposal (the “Trust Amendment Proposal”) to amend our investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between us and Continental Stock Transfer & Trust Company (“CST”), to extend the date by which the we have to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by our board of directors (such date, the “Extended Date”). Following such approval by our shareholders, we and CST entered into the Amendment No. 1 to the IMTA on February 14, 2023 (the “IMTA Amendment No. 1”).

In At the ~~event~~First ~~that~~Extraordinary weGeneral ~~seek~~Meeting, ~~shareholder~~our ~~approval~~shareholders ofalso ~~our~~approved ~~initial~~an ~~business~~amendment ~~combination,~~to wethe ~~will~~Company’s ~~distribute~~amended ~~proxy~~and ~~materials~~restated memorandum and, inarticles ~~connection~~of ~~therewith,~~association ~~provide~~to ~~our~~extend ~~public~~the ~~shareholders~~date ~~with~~by which the ~~redemption~~Company ~~rights~~has ~~described~~to ~~above~~consummate ~~upon~~a ~~the~~business ~~completion~~combination offrom ~~our~~February ~~initial~~17, ~~business~~2023 ~~combination.~~to the Extended Date.

IfIn connection wewith ~~seek shareholder approval, we will complete our initial business combination only if we obtain~~ the ~~approval~~votes oftaken ~~an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote~~ at a general meeting. In such case, our initial shareholders have agreed to vote their founder shares and public shares in favor of our initial business combination. On February 14, 2023, we held an extraordinary general meeting of shareholders (the “First Extraordinary General Meeting”), where the shareholders approved a proposal (the “Trust Amendment Proposal”) to amend our investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between us and Continental Stock Transfer (“CST”), to extend the date by which the we have to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by our board of directors (such date, the “Extended Date”). In connection with the vote, the holders of 27,785,141 of our Class A ordinary shares ~~of the Company~~ properly exercised their right to redeem their shares. Accordingly, our initial shareholder currently own, on an as-converted basis, approximately 77.2% of our outstanding ordinary shares. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for orcash ~~against the proposed transaction or vote~~ at ~~all. In addition, our sponsor, officers and directors entered into~~ a ~~letter agreement with us, pursuant to which they have agreed to waive their~~ redemption ~~rights~~price ~~with respect to any founder shares and public shares held by them in connection with (i) the completion~~ of aapproximately $10.18 ~~business~~per ~~combination~~share, ~~and~~for ~~(ii) a shareholder vote to approve~~ an ~~amendment~~aggregate toredemption ~~our~~amount ~~second amended and restated memorandum and articles~~ of ~~association~~$282,903,643.31. ~~(A) that~~The ~~would~~funds ~~modify~~were ~~the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares~~ redeemed ~~in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months~~ from the ~~closing~~Trust ofAccount ~~our~~on ~~initial~~February ~~public offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares~~23, 2023.

IfOn February 16, 2024, we ~~conduct~~held ~~redemptions~~another ~~pursuant~~extraordinary general meeting of shareholders (the “Second Extraordinary General Meeting”), at which the shareholders approved to extend the ~~tender~~date ~~offer~~by ~~rules~~which ofthe Company has to consummate the ~~SEC~~Business Combination from February 17, 2024 weup to three times by one month each to March 17, 2024, April 17, 2024, or May 17, 2024, subject to that our sponsor, or one or more of its affiliates, members or third-party designees (the “Lender”), will deposit into the Trust Account for each month $0.03 for each then-outstanding ordinary share issued in the Company’s initial public offering that is not redeemed, ~~pursuant~~in exchange for one or more non-interest bearing, unsecured promissory notes issued by the Company to the Lender. At the Second Extraordinary General Meeting, our ~~second~~shareholders approved a proposal to approve a special resolution to amend our amended and restated memorandum and articles of association: to provide our board of directors the ability to extend the date by which we must (1) consummate an initial business combination, (2) cease our operations except for the purpose of winding up if we fail to complete such business combination, and (3) redeem all of our Class A ordinary shares included as part of the units sold in our initial public offering that was consummated on February 17, 2021 from February 17, 2024 up to three times by one month each to March 17, 2024, April 17, 2024, or May 17, 2024. In addition, our shareholders approved a proposal to approve a special resolution to amend the Trust Agreement to extend the date on which Continental must liquidate the Trust Account if Catcha has not completed its initial business combination, up to three times for one month each from February 17, 2024 to March 17, 2024, April 17, 2024, or May 17, 2024.

•In connection ~~conduct~~with the ~~redemptions~~votes ~~pursuant~~taken at the Second Extraordinary General Meeting on February 16, 2024, holders of an additional 641,303 of our Class A ordinary shares properly exercised their right to ~~Rule~~redeem ~~13e-4~~their ~~and~~shares ~~Regulation~~for ~~14E~~cash at a redemption price of ~~the~~approximately ~~Exchange~~$11.29 ~~Act~~per share, ~~which~~for ~~regulate~~an ~~issuer~~aggregate ~~tender~~redemption ~~offers;~~amount ~~and~~of $7,241,004. The funds were redeemed from the Trust Account on February 23, 2024.

18In connection with the votes taken at the Third Extraordinary General Meeting on May 15, 2024, holders of 208,674 of our Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.52 per share, for an aggregate redemption amount of $2,403,928. The funds were redeemed from the Trust Account on May 20, 2024.

~~Table~~On May 15, 2024, we held another extraordinary general meeting of ~~Contents~~shareholders (the “Third Extraordinary General Meeting”), at which the shareholders approved to extend the date by which the Company has to consummate the Business Combination from May 17, 2024 up to three times by one month each to June 17, 2024, July 17, 2024, or August 17, 2024, subject to that our sponsor, or one or more of its affiliates, members or third-party designees (the “Lender”), will deposit into the Trust Account for each month $0.03 for each then-outstanding ordinary share issued in the Company’s initial public offering that is not redeemed, in exchange for one or more non-interest bearing, unsecured promissory notes issued by the Company to the Lender. At the Third Extraordinary General Meeting, our shareholders approved a proposal to approve a special resolution to amend our amended and restated memorandum and articles of association to provide our board of directors the ability to extend the date by which we must (1) consummate an initial business combination, (2) cease our operations except for the purpose of winding up if we fail to complete such business combination, and (3) redeem all of our Class A ordinary shares included as part of the units sold in our initial public offering that was consummated on February 17, 2021 from May 17, 2024 up to three times by one month each to June 17, 2024, July 17, 2024, or August 17, 2024. In addition, our shareholders approved a proposal to approve a special resolution to amend the Trust Agreement to extend the date on which Continental must liquidate the Trust Account if Catcha has not completed its initial business combination, up to three times for one month each from June 17, 2024, July 17, 2024, or August 17, 2024.

•On ~~file~~June ~~tender~~12, ~~offer~~2024, ~~documents~~Catcha ~~with~~held an extraordinary general meeting of shareholders (the ~~SEC~~“Fourth ~~prior~~Extraordinary General Meeting”) pursuant to ~~completing~~which ~~our~~the shareholders ~~initial~~of ~~business~~record ~~combination~~as of January 16, ~~which~~2024 ~~contain~~approved ~~substantially~~Catcha’s ~~the~~previously ~~same~~proposed ~~financial~~Business ~~and~~Combination ~~other~~with ~~information~~Crown. ~~about~~In connection with the ~~initial~~votes ~~business~~taken ~~combination~~at ~~and~~this ~~the~~Extraordinary ~~redemption~~General ~~rights~~Meeting, asCatcha ishas ~~required~~received ~~under~~elections ~~Regulation~~from ~~14A~~certain holders of our Class A ordinary shares to exercise their right to redeem their shares for cash. As of the ~~Exchange~~date ~~Act~~of these financial statements, ~~which~~such elections ~~regulates~~are still within the ~~solicitation~~time offrame ~~proxies~~when such requests can be rescinded; thus the final redemption payout has not yet been determined.

~~Upon~~We expect ~~the~~that ~~public~~all ~~announcement~~costs ofand ~~our~~expenses ~~initial~~associated ~~business~~with ~~combination,~~implementing ifour weplan ~~elect~~of todissolution, ~~conduct~~as ~~redemptions~~well ~~pursuant~~as payments to ~~the~~any ~~tender offer rules~~creditors, ~~we, and our sponsor,~~ will ~~terminate~~be funded ~~any~~from ~~plan~~amounts ~~established~~held inoutside ~~accordance~~the ~~with~~trust ~~Rule~~account, ~~10b5-1~~although towe ~~purchase~~cannot ~~Class A~~assure ~~ordinary~~you ~~shares~~that inthere ~~the~~will ~~open~~be ~~market,~~sufficient infunds ~~order~~for tosuch ~~comply with Rule 14e-5 under the Exchange Act~~purpose.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business combination. 14

~~Limitation~~If we were to expend all of the net proceeds of our initial public offering and the sale of the private placement warrants, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on ~~Redemption~~the trust account, the per-share redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds deposited in the ~~Completion~~trust account could, however, become subject to the claims of ~~Our~~our ~~Initial~~creditors, ~~Business~~which ~~Combination~~would Ifhave higher priority than the claims of our public shareholders. We ~~Seek~~cannot assure ~~Shareholder~~you ~~Approval~~that the actual per-share redemption amount received by shareholders will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.

If Although we will seek ~~shareholder~~to ~~approval~~have ofall ~~our~~vendors, ~~initial~~service ~~business~~providers, ~~combination~~prospective target businesses and weother doentities ~~not~~(other ~~conduct~~than ~~redemptions~~our inIndependent ~~connection~~Registered Public Accounting Firm) with ~~our~~which ~~initial~~we do business ~~combination~~execute ~~pursuant~~agreements towith ~~the~~us ~~tender~~waiving ~~offer~~any ~~rules~~right, ~~then~~title, ~~pursuant~~interest or claim of any kind in or to ~~our~~any ~~second~~monies ~~amended~~held ~~and~~in ~~restated~~the ~~memorandum~~trust ~~and~~account ~~articles~~for ofthe ~~association,~~benefit aof our public ~~shareholder~~shareholders, ~~together~~there ~~with~~is ~~any~~no ~~affiliate~~guarantee ofthat they will execute such ~~shareholder~~agreements or ~~any~~even ~~other~~if ~~person~~they ~~with~~execute ~~whom~~ such ~~shareholder~~agreements isthat ~~acting~~they inwould ~~concert~~be prevented from bringing claims against the trust account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or asother asimilar ~~“group”~~claims, (as ~~defined~~well ~~under~~as ~~Section 13~~claims challenging the enforceability of the ~~Exchange Act)~~waiver, ~~will~~in beeach ~~restricted~~case ~~from~~in ~~redeeming~~order ~~its~~to ~~shares~~gain an advantage with respect to ~~more~~a ~~than~~claim against our assets, including the funds held in the trust account. If any third-party refuses to execute an ~~aggregate~~agreement ofwaiving ~~15%~~such ofclaims to the ~~shares~~monies ~~sold~~held in the trust account, our ~~initial~~management ~~public~~will ~~offering~~perform ~~without~~an ~~our~~analysis ~~prior~~of ~~consent.~~the Wealternatives ~~believe~~available ~~this~~to ~~restriction~~it and will ~~discourage~~only ~~shareholders~~enter ~~from~~into ~~accumulating~~an ~~large~~agreement ~~blocks~~with ofa ~~shares,~~third-party that ~~and~~has ~~subsequent~~not ~~attempts~~executed bya waiver if management believes that such ~~holders~~third-party’s toengagement ~~use~~would ~~their~~be ~~ability~~significantly more beneficial to ~~exercise~~us ~~their~~than ~~redemption~~any ~~rights~~alternative. ~~against~~Examples of possible instances where we may engage a ~~proposed~~third-party ~~business~~that ~~combination~~refuses asto execute a ~~means~~waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to ~~force~~be ussignificantly superior to those of other consultants that would agree to execute a waiver or ~~our~~in cases where management is unable to ~~purchase~~find ~~their~~a ~~shares~~service atprovider willing to execute a ~~significant~~waiver. ~~premium~~In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future ~~then-current~~as ~~market~~a ~~price~~result of, or onarising ~~other~~out ~~undesirable~~of, ~~terms.~~any ~~Absent~~negotiations, ~~this~~contracts ~~provision,~~or aagreements ~~public~~with ~~shareholder~~us ~~holding~~and ~~more~~will ~~than~~not anseek ~~aggregate~~recourse ofagainst ~~15%~~the oftrust account for any reason. In order to protect the ~~shares~~amounts ~~sold~~held in ~~our~~the ~~initial~~trust ~~public~~account, ~~offering~~our ~~could~~sponsor ~~threaten~~has toagreed ~~exercise~~that ~~its~~it ~~redemption~~will ~~rights~~be liable to us if ~~such~~and ~~holder’s~~to ~~shares~~the ~~are~~extent ~~not~~any ~~purchased~~claims by a third-party for services rendered or products sold to us, (other than our ~~sponsor~~independent registered public accounting firm), or ~~our~~a ~~management~~prospective attarget business with which we have discussed entering into a ~~premium~~transaction toagreement, reduce the ~~then-current~~amounts ~~market~~in ~~price~~the ortrust onaccount ~~other~~to ~~undesirable~~below ~~terms~~the lesser of (i) $10.00 Byper ~~limiting~~public ~~our~~share ~~shareholders’~~and ~~ability~~(ii) tothe ~~redeem~~actual noamount ~~more~~per public share held in the trust account as of the date of the liquidation of the trust account if less than ~~15%~~$10.00 per public share due to reductions in the value of the ~~shares~~trust ~~sold~~assets, in ~~our~~each ~~initial~~case ~~public~~net ~~offering~~of ~~without~~the interest that may be withdrawn to pay our ~~prior~~tax ~~consent~~obligations, weprovided ~~believe~~that wesuch liability will ~~limit~~not ~~the~~apply ~~ability~~to ofany claims by a ~~small~~third-party ~~group~~or prospective target business that executed a waiver of ~~shareholders~~any and all rights to seek ~~unreasonably~~access ~~attempt~~to the trust account nor will it apply to ~~block~~any claims under our ~~ability~~indemnity toof ~~complete~~the underwriters of our initial ~~business~~public ~~combination,~~offering against ~~particularly~~certain inliabilities, ~~connection~~including ~~with~~liabilities aunder ~~business~~the ~~combination~~Securities ~~with~~Act. aIn ~~target~~the event that ~~requires~~an asexecuted waiver is deemed to be unenforceable against a ~~closing~~third-party, ~~condition~~our ~~that~~sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not aasked ~~minimum~~our ~~net~~sponsor ~~worth~~to orreserve afor ~~certain~~such ~~amount~~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 ~~cash~~our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~However~~In the event that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, wein ~~would~~each ~~not~~case net of the amount of interest that may be ~~restricting~~withdrawn to pay our ~~shareholders’~~income tax ~~ability~~obligations, and our sponsor asserts that it is unable to ~~vote~~satisfy ~~all~~its ofindemnification ~~their~~obligations ~~shares~~or ~~(including~~that ~~Excess~~it ~~Shares~~has no indemnification obligations related to a particular claim, asour ~~defined~~independent ~~below)~~directors ~~for~~would ordetermine whether to take legal action against our ~~initial~~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 ~~combination~~judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.

~~Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights~~ 15

~~Public~~We will ~~shareholders~~seek ~~seeking~~ to ~~exercise~~reduce ~~their~~the ~~redemption~~possibility ~~rights,~~that ~~whether~~our ~~they~~sponsor ~~are record holders or hold their shares in “street name,”~~ will behave ~~required~~ to ~~either~~indemnify ~~tender~~the ~~their~~trust ~~certificates~~account ~~(if~~due ~~any)~~ to ~~our~~claims ~~transfer~~of ~~agent~~creditors ~~prior~~by endeavoring to ~~the~~have ~~date~~all ~~set forth in the proxy solicitation or tender offer materials~~vendors, asservice ~~applicable~~providers, ~~mailed~~prospective totarget ~~such~~businesses ~~holders,~~ or toother ~~deliver~~entities ~~their~~with ~~shares~~which towe ~~the~~do ~~transfer~~business ~~agent~~execute ~~electronically~~agreements with ~~using~~us ~~The~~waiving ~~Depository~~any ~~Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System~~right, ~~at the holder’s option~~title, ininterest ~~each~~or ~~case~~claim upof toany ~~two~~kind ~~business~~in ~~days~~or ~~prior~~ to ~~the~~monies ~~initially~~held ~~scheduled~~in ~~vote to approve~~ the ~~business~~trust ~~combination~~account. ~~The~~Our ~~proxy~~sponsor ~~solicitation~~will oralso ~~tender~~not be ~~offer~~liable ~~materials,~~ as ~~applicable,~~to ~~that~~any weclaims ~~will~~under ~~furnish~~our toindemnity ~~holders~~ of ~~our~~the ~~public~~underwriters ~~shares~~of ~~in connection with~~ our initial ~~business~~public ~~combination~~offering ~~will~~against ~~indicate~~certain ~~the applicable delivery requirements~~liabilities, ~~which~~including liabilities ~~will~~under ~~include~~ the ~~requirement~~Securities ~~that~~Act. aWe ~~beneficial~~will ~~holder~~have ~~must~~access ~~identify~~to ~~itself~~up ~~in order~~ to ~~validly~~$1,000,000 ~~redeem~~of ~~its~~the ~~shares.~~proceeds ~~Accordingly,~~held ain ~~public~~the ~~shareholder~~trust ~~would~~account. ~~have~~In ~~from~~ the ~~time~~event that we ~~send~~liquidate ~~out~~and ~~our~~it ~~tender~~is ~~offer~~subsequently ~~materials~~determined ~~until~~that the ~~close~~reserve offor ~~the~~claims ~~tender~~and ~~offer~~liabilities ~~period~~is insufficient, orshareholders upwho toreceived funds ~~two~~from ~~business~~our ~~days~~trust ~~prior~~account tocould ~~the~~be ~~initially~~liable ~~scheduled~~for ~~vote~~claims onmade ~~the~~by ~~proposal to approve the business combination if we distribute proxy materials~~creditors, ashowever ~~applicable,~~such toliability ~~tender~~will ~~its~~not ~~shares~~be ifgreater itthan ~~wishes to seek to exercise its redemption rights. Given~~ the ~~relatively~~amount of ~~short~~funds ~~period~~from inour ~~which~~trust toaccount ~~exercise~~received ~~redemption~~by ~~rights,~~any itsuch ~~is advisable for shareholders to use electronic delivery of their public shares~~shareholder.

19If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the 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, we cannot assure you that we will be able to return $10.00 per public share to our public shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

~~Table~~Our public shareholders are entitled to receive funds from the trust account only (i) in the event of ~~Contents~~the redemption of our public shares if we do not complete our initial business combination within 42 months from the closing of our initial public offering, (ii) in connection with a shareholder vote to amend our third amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any extension period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of our initial public offering or during any extension period, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our third amended and restated memorandum and articles of association, like all provisions of our third amended and restated memorandum and articles of association, may be amended with a shareholder vote.

There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. Competition

~~The~~In identifying, ~~foregoing~~evaluating, isand ~~different~~selecting ~~from~~a ~~the~~target ~~procedures~~business ~~used~~for byour ~~many~~initial ~~blank~~business ~~check~~combination, ~~companies.~~we Inmay ~~order~~encounter tointense ~~perfect~~competition ~~redemption~~from other ~~rights~~entities inhaving ~~connection~~a ~~with~~business ~~their~~objective ~~business~~similar ~~combinations~~to ours, ~~many~~including other blank check companies, ~~would~~private ~~distribute~~equity ~~proxy~~groups ~~materials~~and ~~for~~leveraged buyout ~~the~~funds, ~~shareholders’~~public ~~vote on an initial business combination~~companies, and aoperating ~~holder~~businesses ~~could~~seeking ~~simply~~strategic ~~vote~~acquisitions. ~~against~~Many aof ~~proposed~~these ~~business~~entities ~~combination~~are well established and ~~check~~have aextensive ~~box~~experience onin ~~the~~identifying ~~proxy~~and ~~card~~effecting ~~indicating~~business ~~such~~combinations ~~holder~~directly ~~was seeking to exercise his~~ or ~~her~~through ~~redemption rights~~affiliates. ~~After~~Moreover, ~~the~~many ~~business~~of ~~combination~~these competitors ~~was~~possess ~~approved~~greater financial, ~~the~~technical, ~~company~~human, ~~would~~and ~~contact~~other ~~such~~resources ~~shareholder~~than tous. ~~arrange~~Our ~~for~~ability ~~him~~to oracquire ~~her~~larger totarget ~~deliver~~businesses is ~~his~~limited orby ~~her~~our ~~certificate~~available tofinancial ~~verify ownership~~resources. AsThis ainherent ~~result,~~limitation ~~the~~gives ~~shareholder~~others ~~then had~~ an ~~“option~~advantage ~~window”~~in ~~after~~pursuing the ~~completion~~acquisition of ~~the~~a target business. ~~combination~~Furthermore, ~~during~~our ~~which~~obligation heto orpay ~~she~~cash ~~could monitor the price of the company’s shares~~ in ~~the~~connection ~~market.~~with Ifour ~~the~~public ~~price~~shareholders ~~rose~~who ~~above~~exercise ~~the~~their redemption ~~price,~~rights may hereduce ~~or she could sell his or her shares in~~ the ~~open~~resources ~~market~~available ~~before actually delivering his or her shares~~ to ~~the~~us ~~company~~ for ~~cancellation.~~our Asinitial abusiness ~~result,~~combination ~~the~~and ~~redemption~~our ~~rights~~outstanding warrants, toand ~~which~~the ~~shareholders~~future ~~were~~dilution ~~aware~~ they potentially ~~needed~~represent tomay ~~commit~~not ~~before~~be ~~the~~viewed ~~general~~favorably ~~meeting,~~by ~~would~~certain ~~become~~target ~~“option”~~businesses. ~~rights~~Either ~~surviving past the completion~~ of ~~the~~these ~~business~~factors ~~combination~~may ~~until~~place ~~the~~us ~~redeeming~~at ~~holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that~~ a ~~redeeming~~competitive disadvantage ~~shareholder’s~~in ~~election~~successfully tonegotiating ~~redeem~~an isinitial ~~irrevocable once the~~ business combination ~~is approved~~.

Any request to redeem such shares, once made, may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination, unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination. 16

If our initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders who elected to redeem their shares. Facilities

IfWe currently maintain our ~~initial~~executive ~~proposed~~offices ~~business~~at ~~combination~~3 Raffles Place #06-01, Bharat Building, Singapore 048617. The cost for our use of this space is ~~not~~included ~~completed~~in the $10,000 weper ~~may~~month ~~continue~~fee towe ~~try~~pay to ~~complete~~an aaffiliate ~~business~~of ~~combination~~our ~~with~~sponsor afor ~~different~~office ~~target~~space ~~until~~and ~~February~~administrative ~~17,~~and ~~2024~~support services. We consider our current office space adequate for our current operations.

~~Redemption of Public Shares and Liquidation if no Initial Business Combination~~ Employees

~~Our~~We currently ~~amendments to the second amended and restated memorandum and articles of association provides that we~~ have ~~until~~four ~~February 17,~~executive ~~2024 to consummate an initial business combination~~officers. IfThese weindividuals ~~have~~are not ~~consummated~~obligated an initial business combination by February 17, 2024, 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~~devote ~~aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if~~ any ~~(less~~specific ~~up to $100,000 of interest to pay dissolution expenses) divided by the~~ number of ~~the~~hours ~~then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right~~ to ~~receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of~~ our ~~remaining~~matters ~~shareholders~~but they ~~and~~intend ~~our board of directors, liquidate and dissolve, subject, in each case~~ to ~~our~~devote ~~obligations~~as ~~under~~much ~~Cayman Islands law to provide for claims~~ of ~~creditors~~their ~~and~~time ~~the~~as ~~requirements~~they ofdeem ~~other~~necessary ~~applicable law. There are no redemption rights or liquidating distributions with respect~~ to our ~~warrants,~~affairs ~~which~~until ~~will expire worthless if~~ we ~~fail~~have tocompleted ~~consummate~~our an initial business combination ~~by the Extended Date~~. The ~~Our~~amount ~~second~~of ~~amended~~time ~~and~~they ~~restated~~will ~~memorandum~~devote ~~and~~in ~~articles~~any oftime ~~association~~period ~~provides~~will ~~that,~~vary ifbased weon ~~wind~~whether upa ~~for~~target ~~any~~business ~~other~~has ~~reason~~been ~~prior~~selected tofor ~~the consummation of~~ our initial business combination, weand ~~will follow~~ the ~~foregoing~~stage ~~procedures with respect to the liquidation~~ of the ~~trust account as promptly as reasonably possible but not more than ten~~ business ~~days~~combination ~~thereafter,~~process ~~subject~~we toare ~~applicable Cayman Islands law~~in.

20Periodic Reporting and Financial Information

~~Table~~Our units, Class A ordinary shares, and warrants are registered under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly, and current reports with the SEC. In accordance with the requirements of ~~Contents~~the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants.

~~Our~~We ~~sponsor,~~have ~~officers~~already ~~and~~evaluated ~~directors~~our ~~entered~~internal ~~into~~control procedures afor ~~letter~~the ~~agreement~~fiscal ~~with~~year usended December 31, ~~pursuant~~2023 toas ~~which~~required ~~they~~by ~~have~~the ~~agreed~~Sarbanes-Oxley toAct ~~waive~~of ~~their~~2002 ~~rights~~(“Sarbanes-Oxley Act”). Refer to ~~liquidating~~the ~~distributions~~discussion ~~from~~below under “Item 9A. Controls and Procedures.” Only in the ~~trust~~event ~~account~~we ~~with~~are ~~respect~~deemed to ~~any~~be ~~founder~~a ~~shares~~large accelerated ~~they~~filer ~~hold~~or ifan weaccelerated ~~fail~~filer toand ~~consummate~~no longer qualify as an ~~initial~~emerging ~~business~~growth ~~combination~~company ~~within~~will 24we ~~months~~be ~~from~~required ~~the~~to ~~closing~~comply ofwith ~~our~~the ~~initial~~independent registered public ~~offering~~accounting orfirm ~~during~~attestation ~~any~~requirement ~~extension~~on ~~period~~our ~~(although~~internal ~~they~~control ~~will~~over financial reporting. A target business may not be ~~entitled~~in tocompliance ~~liquidating~~with ~~distributions~~the ~~from~~provisions of the ~~trust~~Sarbanes-Oxley ~~account~~Act ~~with~~regarding ~~respect~~the toadequacy ~~any~~of ~~public~~their ~~shares~~internal ~~they~~controls. ~~hold~~The ifdevelopment weof ~~fail~~the internal tocontrols ~~complete~~of ~~our~~any ~~initial~~such ~~business~~entity ~~combination~~to ~~within~~achieve compliance with the ~~prescribed~~Sarbanes-Oxley Act may increase the time ~~frame).~~and costs necessary to complete any such acquisition.

~~Our sponsor, officers and directors have agreed, pursuant~~ Prior to ~~a letter agreement with us, that they will not propose any amendment to our second amended and restated memorandum and articles of association (A) that would modify~~ the ~~substance~~date ~~or timing~~ of ~~our~~this obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any extension period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary sharesReport, ~~unless~~ we ~~provide~~filed ~~our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at~~ a ~~per-share~~Registration ~~price,~~Statement ~~payable in cash, equal to the aggregate amount then~~ on ~~deposit~~Form in8-A ~~the~~with ~~trust account, including interest earned on~~ the ~~funds~~SEC ~~held in the trust account and not previously released~~ to usvoluntarily toregister ~~pay~~ our ~~income~~securities ~~taxes,~~under ifSection 12 ~~any, divided by the number~~ of the ~~then-outstanding~~Exchange ~~public shares, subject to the limitations set forth in “-Limitations on redemptions~~Act.” ~~However,~~As wea ~~may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5~~result,~~000,001~~ ~~(so that~~ we doare ~~not then become~~ subject to the ~~SEC’s “penny stock”~~ rules). Ifand ~~this~~regulations ~~optional~~promulgated ~~redemption~~under ~~right~~the isExchange ~~exercised~~Act. ~~with~~We ~~respect~~have tono ancurrent intention ~~excessive number~~ of ~~public~~filing ~~shares~~a ~~such~~Form ~~that~~15 weto ~~cannot~~suspend ~~satisfy~~our ~~the~~reporting ~~net~~or ~~tangible~~other ~~asset~~obligations ~~requirement,~~under wethe ~~would~~Exchange ~~not~~Act ~~proceed~~prior ~~with the amendment~~ or ~~the~~subsequent ~~related~~to ~~redemption of our public shares at such time. This redemption right shall apply in~~ the ~~event~~ consummation of ~~the approval of any such amendment, whether proposed by~~ our ~~sponsor,~~initial ~~officer,~~business ~~director or any other person~~combination.

OnWe are ~~February 14~~a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, ~~2023~~as such, weare ~~held~~exempted anfrom ~~extraordinary~~complying ~~general~~with ~~meeting~~certain provisions of ~~shareholders (~~the ~~“Extraordinary~~Companies ~~General~~Act. ~~Meeting”)~~As an exempted company, ~~where~~we ~~the~~have ~~shareholders~~applied for ~~approved~~and received a ~~proposal~~tax (exemption undertaking from the ~~“Trust~~Cayman ~~Amendment~~Islands ~~Proposal”)~~government tothat, ~~amend~~in ~~our~~accordance ~~investment~~with ~~management~~the ~~trust~~Tax ~~agreement~~Concessions Law of the Cayman Islands, ~~dated~~for asa period of ~~February 11,~~20 ~~2021~~years (from the ~~“IMTA”)~~date of the undertaking, byno ~~and~~law ~~between~~which usis ~~and~~enacted ~~Continental~~in ~~Stock~~the ~~Transfer &~~Cayman ~~Trust~~Islands ~~Company~~imposing ~~(“CST”),~~any tax to ~~extend~~be ~~the~~levied ~~date~~on byprofits, ~~which~~income, ~~the~~gains weor ~~have~~appreciations shall apply to ~~consummate~~us aor ~~business~~our ~~combination~~operations ~~from~~and, ~~February 17~~in addition, ~~2023~~that no tax to ~~February 17~~be levied on profits, ~~2024~~income, gains or ~~such~~appreciations ~~earlier~~or ~~date~~which as is ~~determined~~in bythe ~~our~~nature ~~board~~ of ~~directors~~estate ~~(such~~duty ~~date,~~or ~~the~~inheritance ~~“Extended~~tax ~~Date”~~will be payable (i). ~~Following~~on ~~such~~or ~~approval~~in byrespect of our ~~shareholders~~shares, wedebentures ~~and~~or ~~CST~~other ~~entered~~obligations ~~into~~or ~~the~~(ii) ~~Amendment~~by ~~No. 1~~way toof the ~~IMTA~~withholding onin ~~February 14,~~whole ~~2023~~or (in part of any relevant payment as defined in the ~~“IMTA~~Tax ~~Amendment”).~~Concessions Law.

At the Extraordinary General Meeting, our shareholders also approved an amendment to the Company’s amended and restated memorandum and articles of association (the “Extension Amendment”) to extend the date by which the Company has to consummate a business combination from February 17, 2023 to the Extended Date (the “Extension Amendment Proposal”). In connection with the vote, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares. Accordingly, our initial shareholder currently own, on an as-converted basis, approximately 77.2% of our outstanding ordinary shares.

We are ~~expect~~an ~~that~~“emerging ~~all~~growth ~~costs~~company,” ~~and~~as ~~expenses~~defined ~~associated~~in ~~with~~Section ~~implementing~~2(a) ~~our~~of ~~plan~~the ofSecurities ~~dissolution~~Act, as ~~well~~modified asby ~~payments~~the toJOBS ~~any~~Act. ~~creditors~~As such, we ~~will~~are beeligible ~~funded~~to ~~from~~take ~~amounts~~advantage ~~held~~of ~~outside~~certain ~~the~~exemptions ~~trust~~from ~~account~~various ~~plus~~reporting uprequirements that are applicable to ~~$100~~other public companies that are not “emerging growth companies,~~000~~” including, but not limited to, not being required to comply with the auditor attestation requirements of ~~funds~~Section ~~from~~404 of the ~~trust~~Sarbanes-Oxley ~~account~~Act, ~~available~~reduced todisclosure usobligations toregarding ~~pay~~executive ~~dissolution~~compensation ~~expenses~~in our periodic reports and proxy statements, ~~although~~and weexemptions ~~cannot~~from ~~assure~~the ~~you~~requirements ~~that~~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 ~~will~~may be ~~sufficient~~a ~~funds~~less active trading market for ~~such~~our ~~purpose.~~securities and the prices of our securities may be more volatile.

IfIn addition, weSection ~~were~~107 ~~to expend all~~ of the ~~net~~JOBS ~~proceeds~~Act ofalso ~~our~~provides ~~initial~~that ~~public~~an ~~offering~~“emerging ~~and~~growth ~~the~~company” ~~sale~~can oftake ~~the~~advantage ~~private~~of ~~placement warrants, other than~~ the ~~proceeds~~extended transition ~~deposited~~period provided in ~~the~~Section ~~trust~~7(a)(2)(B) ~~account,~~of ~~and without taking into account interest, if any, earned on~~ the ~~trust~~Securities ~~account,~~Act ~~the~~for ~~per-share~~complying ~~redemption~~with ~~amount~~new ~~received~~or byrevised ~~shareholders~~accounting ~~upon our dissolution would be $10~~standards.~~00.~~ ~~The~~In ~~proceeds~~other words, ~~deposited~~an in“emerging ~~the~~growth ~~trust~~company” ~~account~~can ~~could,~~delay ~~however, become subject to~~ the ~~claims~~adoption of ~~our~~certain ~~creditors,~~accounting ~~which~~standards ~~would~~until ~~have~~those ~~higher~~standards ~~priority~~would ~~than~~otherwise apply ~~the~~to ~~claims~~private ~~of our public shareholders~~companies. We ~~cannot assure you that the actual per-share redemption amount received by shareholders will not be less than $10.00. While we~~ intend to ~~pay~~take ~~such~~advantage ~~amounts,~~of ifthe ~~any,~~benefits weof ~~cannot~~this ~~assure~~extended ~~you~~transition ~~that we will have funds sufficient to pay or provide for all creditors’ claims~~period.

21We 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 $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

~~Table~~Additionally, we are a “smaller reporting company” as defined in Rule 10(f)(1) of ~~Contents~~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 Class A ordinary shares held by non-affiliates equals or exceeds $250 million as of the prior June 30 and (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our Class A ordinary shares held by non-affiliates equals or exceeds $700 million as of the prior June 30. 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.

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

InOur website ~~the~~address ~~event~~is ~~that the proceeds in the trust account are reduced below the lesser of (i) $10~~https://www.~~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~~catchagroup.00com/. ~~per~~In ~~public~~addition ~~share due~~ to ~~reductions in~~ the ~~value~~information ofabout ~~the~~us ~~trust assets, in each case net of the amount of interest that may be withdrawn to pay our income tax obligations,~~ and our ~~sponsor~~business ~~asserts~~contained ~~that~~in itthis ~~is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim~~Report, information ~~our~~about ~~independent~~us ~~directors~~can ~~would~~be ~~determine~~found ~~whether~~on ~~to take legal action against~~ our ~~sponsor to enforce its indemnification obligations~~website. ~~While~~The weinformation ~~currently expect that our independent directors would take legal action~~ on our ~~behalf~~website ~~against our sponsor to enforce its indemnification obligations to us, it~~ is ~~possible that our independent directors in exercising their business judgment may choose~~ not toa dopart ~~so in any particular instance. Accordingly, we cannot assure you that due to claims~~ of ~~creditors~~this ~~the~~Report ~~actual~~and ~~value~~is ofincluded ~~the~~herein as ~~per-share~~an ~~redemption~~inactive ~~price~~textual ~~will~~reference ~~not be less than $10~~only.~~00 per public share.~~

WeOur Annual ~~will~~Reports ~~seek~~on toForm ~~reduce~~10-K, ~~the~~Quarterly ~~possibility~~Reports ~~that~~on ~~our~~Form ~~sponsor~~10-Q, ~~will~~Current ~~have~~Reports toon ~~indemnify~~Form ~~the~~8-K, ~~trust~~and ~~account~~amendments ~~due~~ to ~~claims~~those ofreports ~~creditors~~(including exhibits) byfiled ~~endeavoring to have all vendors, service providers, prospective target businesses~~ or ~~other~~furnished ~~entities~~pursuant ~~with~~to ~~which~~Section we13(a) ~~do business execute agreements with us waiving any right, title, interest~~ or ~~claim~~15(d) of ~~any kind in or to monies held in~~ the ~~trust~~Exchange ~~account.~~Act ~~Our~~are ~~sponsor~~available ~~will~~free ~~also not be liable as to any claims under our indemnity~~ of ~~the~~charge ~~underwriters~~through of our ~~initial~~website at ~~public~~https://www.catchagroup.com/chaa/ ~~offering~~as ~~against~~soon ~~certain~~as ~~liabilities,~~reasonably ~~including~~practicable ~~liabilities~~after ~~under~~they ~~the~~are ~~Securities~~electronically ~~Act.~~filed Wewith ~~will~~or ~~have~~furnished ~~access~~ to ~~up to $1,000,000 of~~ the ~~proceeds held in the trust account~~SEC. Additionally, In the ~~event~~SEC ~~that~~maintains wean ~~liquidate~~internet ~~and~~site ~~it is subsequently determined~~ that ~~the~~contains ~~reserve~~reports, ~~for~~proxy ~~claims~~ and ~~liabilities~~information isstatements ~~insufficient,~~and ~~shareholders~~other ~~who~~information. ~~received~~The ~~funds~~address of ~~from our trust account could be liable for claims made by creditors, however such liability will not be greater than~~ the ~~amount~~SEC’s ofwebsite ~~funds~~is ~~from our trust account received by any such shareholder~~www. sec.gov.

22Item 1A. Risk Factors

~~Table~~You should consider carefully all of ~~Contents~~the risks described below, together with the other information contained in this Report, including the financial statements. If any of the following risks occur, our business, financial condition or results of operation may be materially and adversely affected. The risks described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to us and our business.

If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the 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, we cannot assure you that we will be able to return $10.00 per public share to our public shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. 18

~~Our~~Risks Relating ~~public shareholders are entitled~~ to ~~receive funds from the trust account only (i) in the event of the redemption of~~ our ~~public~~Search ~~shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering~~for, ~~(ii) in connection with a shareholder vote to amend our second amended~~ and ~~restated~~Consummation ~~memorandum and articles~~ of ~~association (A) to modify the substance~~ or ~~timing~~Inability ~~of our obligation~~ to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any extension period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary sharesConsummate, ~~or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with~~ a ~~shareholder~~Business vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within 24 months from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our second amended and restated memorandum and articles of association, like all provisions of our second amended and restated memorandum and articles of association, may be amended with a shareholder vote. Combination

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

InWe may ~~identifying,~~choose ~~evaluating,~~not ~~and~~to ~~selecting~~hold a ~~target~~shareholder ~~business~~vote ~~for~~before we complete our initial business combination, weif ~~may~~the ~~encounter~~business ~~intense~~combination ~~competition~~would ~~from~~not ~~other~~require shareholder ~~entities~~approval ~~having~~under aapplicable ~~business~~law ~~objective~~or ~~similar~~stock toexchange ~~ours,~~listing ~~including~~requirement. ~~other~~For ~~blank check companies~~instance, ~~private~~if ~~equity~~we ~~groups~~were ~~and~~seeking ~~leveraged~~to ~~buyout~~acquire ~~funds,~~a ~~public~~target business ~~companies,~~where ~~and~~the ~~operating~~consideration ~~businesses~~we ~~seeking~~were ~~strategic~~paying ~~acquisitions.~~in ~~Many~~the oftransaction ~~these~~was ~~entities~~all ~~are~~cash, ~~well~~we ~~established~~would ~~and~~typically ~~have~~not ~~extensive~~be ~~experience~~required into ~~identifying~~seek ~~and~~shareholder approval ~~effecting~~to ~~business~~complete ~~combinations~~such ~~directly~~a ortransaction. ~~through~~Except ~~affiliates.~~for ~~Moreover,~~as ~~many~~required ofby ~~these~~applicable ~~competitors~~law ~~possess~~or ~~greater~~stock ~~financial,~~exchange ~~technical,~~listing ~~human~~requirement, ~~and~~the ~~other~~decision as ~~resources~~to ~~than~~whether ~~us.~~we ~~Our~~will ~~ability~~seek toshareholder ~~acquire~~approval ~~larger~~of ~~target~~a ~~businesses~~proposed isbusiness ~~limited~~combination byor ~~our~~will ~~available~~allow ~~financial~~shareholders ~~resources.~~to ~~This~~sell ~~inherent~~their ~~limitation~~shares ~~gives~~to us ~~others an advantage~~ in ~~pursuing~~a ~~the~~tender ~~acquisition~~offer ofwill abe ~~target~~made ~~business.~~by ~~Furthermore~~us, ~~our~~solely ~~obligation~~in toour ~~pay~~discretion, ~~cash~~and inwill ~~connection~~be ~~with~~based ~~our~~on ~~public~~a ~~shareholders~~variety ~~who~~of ~~exercise~~factors, ~~their~~such ~~redemption~~as ~~rights~~the ~~may~~timing ~~reduce~~of the transaction ~~resources~~and ~~available~~whether tothe usterms ~~for~~of ~~our~~the ~~initial~~transaction ~~business~~would ~~combination~~otherwise ~~and~~require ~~our~~us ~~outstanding~~to ~~warrants,~~seek ~~and~~shareholder ~~the~~approval. ~~future~~Accordingly, ~~dilution~~we ~~they potentially represent~~ may ~~not~~complete our beinitial ~~viewed~~business ~~favorably~~combination byeven ~~certain~~if ~~target~~holders ~~businesses. Either~~ of ~~these~~a ~~factors~~majority ~~may~~of ~~place~~our usissued atand aoutstanding ~~competitive~~ordinary ~~disadvantage~~shares indo ~~successfully~~not ~~negotiating~~approve anof ~~initial~~the business combination. we complete.

~~Facilities~~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.

WeAt the ~~currently~~time ~~maintain~~of ~~our~~your ~~executive~~investment ~~offices~~in ~~at Level 42~~us, ~~Suntec~~you ~~Tower~~will ~~Three,~~not 8be ~~Temasek~~provided ~~Blvd,~~with ~~Singapore~~an ~~038988.~~opportunity ~~The~~to ~~cost~~evaluate ~~for~~the specific merits or risks of any target businesses. Since our ~~use~~board of ~~this~~directors ~~space~~may iscomplete ~~included~~a inbusiness ~~the~~combination ~~$10~~without seeking shareholder approval,~~000~~ ~~per~~public ~~month~~shareholders may ~~fee~~not have the right or opportunity to vote on the business combination, unless we ~~pay~~seek such shareholder approval. Accordingly, your only opportunity to anaffect ~~affiliate~~the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of ~~our~~time ~~sponsor~~(which ~~for~~will ~~office~~be ~~space~~at ~~and~~least ~~administrative~~20 ~~and~~business ~~support~~days) ~~services.~~set Weforth ~~consider~~in our ~~current~~tender ~~office~~offer ~~space~~documents ~~adequate~~mailed ~~for~~to our ~~current~~public shareholders ~~operations.~~in which we describe our initial business combination.

23If we seek shareholder approval of our initial business combination, our initial shareholders have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

~~Table~~Our initial shareholders owned, on an as-converted basis, 20% of ~~Contents~~our outstanding ordinary shares immediately following the completion of our initial public offering. As of June 12, 2024, our initial shareholders own approximately 84% of our outstanding ordinary shares. Our initial shareholders also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our third amended and restated memorandum and articles of association provides that, if we seek shareholder approval, we will complete our initial business combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. As a result, in addition to the shares held by our Sponsor, we would need no other shares in order to have our initial business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our initial shareholders to vote in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.

~~Employees~~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.

WeOur ~~currently~~public ~~have~~shareholders ~~four~~are ~~executive~~entitled ~~officers.~~to ~~These~~receive funds ~~individuals~~from ~~are~~the ~~not~~trust ~~obligated~~account only upon the earliest to ~~devote~~occur ~~any~~of: ~~specific~~(i) ~~number~~our completion of ~~hours~~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 ~~matters~~third ~~but~~amended ~~they~~and restated ~~intend~~memorandum and articles of association (A) to ~~devote~~modify asthe ~~much~~substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their ~~time~~shares asredeemed ~~they~~in ~~deem~~connection ~~necessary~~with our initial business combination or to redeem 100% of our public ~~affairs~~shares ~~until~~if we ~~have~~do ~~completed~~not complete our initial business combination. ~~The~~within ~~amount~~42 months from the closing of ~~time~~our ~~they~~initial ~~will~~public ~~devote~~offering or induring any ~~time~~extension period ~~will~~or ~~vary~~(B) ~~based~~with onrespect ~~whether~~to aany ~~target~~other ~~business~~provision ~~has~~relating ~~been~~to ~~selected~~the ~~for~~rights of holders of our Class A ordinary shares, and (iii) the redemption of our public shares if we have not consummated an initial business combination within 42 months from the closing of our initial public offering, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the ~~stage~~preceding ofsentence shall not be entitled to funds from the trust account upon the subsequent completion of an initial business combination ~~process~~or liquidation if we ~~are~~have not consummated an initial business combination within 42 months from the closing of our initial public offering, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a public shareholder have any right or interest of any kind in the trust account. Holders of warrants do 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.

~~Periodic Reporting and Financial Information~~ 19

~~Our~~The ability ~~units,~~of ~~Class A~~our ~~ordinary~~public ~~shares,~~shareholders ~~and~~to ~~warrants~~redeem ~~are~~their ~~registered~~shares ~~under~~for ~~the~~cash ~~Exchange~~may ~~Act~~make ~~and~~our ~~have~~financial ~~reporting~~condition ~~obligations,~~unattractive ~~including~~to ~~the~~potential ~~requirement~~business combination ~~that we file annual~~targets, ~~quarterly,~~which ~~and~~may ~~current~~make ~~reports~~it ~~with~~difficult ~~the~~for ~~SEC.~~us Into ~~accordance~~enter ~~with~~into ~~the~~a ~~requirements~~business ofcombination ~~the~~with ~~Exchange~~a ~~Act, our annual reports will contain financial statements audited and reported on by our independent registered public accountants~~target.

We may ~~will~~seek ~~provide~~to ~~shareholders~~enter ~~with~~into ~~audited~~a ~~financial statements of the prospective target~~ business ascombination ~~part~~transaction ofagreement ~~the~~with ~~proxy~~a ~~solicitation~~prospective ortarget ~~tender~~that ~~offer~~requires ~~materials,~~ as ~~applicable,~~a ~~sent~~closing tocondition ~~shareholders.~~that we ~~These~~have ~~financial~~a ~~statements~~minimum ~~may~~net beworth ~~required~~or toa becertain ~~prepared~~amount inof ~~accordance~~cash. ~~with,~~If ortoo ~~reconciled~~many ~~to,~~public ~~accounting~~shareholders ~~principles~~exercise ~~generally~~their ~~accepted~~redemption inrights, ~~the~~we ~~United~~would ~~States~~not be ofable ~~America~~to ~~(“US~~meet ~~GAAP”)~~such orclosing ~~International~~condition ~~Financial Reporting Standards (“IFRS”)~~and, ~~depending~~as ona ~~the circumstances~~result, ~~and~~would ~~the~~not ~~historical financial statements may~~ be ~~required~~able to beproceed ~~audited in accordance~~ with the ~~standards~~business ~~of the Public Company Accounting Oversight Board (“PCAOB”)~~combination. ~~These~~Furthermore, ~~financial~~in no ~~statement~~event ~~requirements~~will ~~may~~we ~~limit~~redeem ~~the~~our ~~pool~~public ofshares ~~potential~~in ~~target~~an ~~businesses~~amount wethat ~~may~~would ~~acquire~~cause ~~because~~our ~~some~~net ~~targets~~tangible ~~may~~assets ~~be unable~~ to ~~provide~~be ~~such~~less ~~statements~~than in$5,000,001 ~~time~~(so ~~for~~that uswe do tonot ~~disclose~~then ~~such~~become ~~statements~~subject into ~~accordance~~the ~~with~~SEC’s ~~federal~~“penny ~~proxy~~stock” rules). ~~and~~Consequently, ~~complete~~if ~~our~~accepting ~~initial~~all ~~business~~properly ~~combination~~submitted ~~within~~redemption requests ~~the~~would ~~prescribed~~cause ~~time~~our ~~frame.~~net Wetangible ~~cannot~~assets ~~assure~~to ~~you~~be ~~that~~less ~~any~~than ~~particular~~$5,000,001 ~~target~~or ~~business~~such ~~identified~~greater byamount usnecessary asto satisfy a ~~potential~~closing ~~acquisition~~condition as ~~candidate~~described ~~will~~above, ~~have~~we ~~financial~~would ~~statements~~not ~~prepared~~proceed ~~in accordance~~ with ~~the~~such ~~requirements~~redemption ~~outlined~~and ~~above, or that~~ the ~~potential~~related ~~target~~ business ~~will~~combination beand ~~able~~may toinstead ~~prepare~~search ~~its~~for ~~financial~~an ~~statements~~alternate business incombination. ~~accordance~~Prospective ~~with~~targets ~~the~~will ~~requirements~~be ~~outlined~~aware ~~above.~~of ~~To the extent that~~ these ~~requirements~~risks ~~cannot~~and, ~~be met~~thus, we may ~~not~~ be ~~able~~reluctant to ~~acquire~~enter ~~the~~into ~~proposed~~a ~~target~~ business. ~~While~~combination transaction ~~this~~with ~~may limit the pool of potential acquisition candidates, we do not believe that this limitation will be material~~us.

WeThe ability ~~have~~of ~~already evaluated~~ our ~~internal~~public ~~control~~shareholders ~~procedures~~to ~~for~~exercise ~~the~~redemption ~~fiscal~~rights ~~year~~with ~~ended~~respect ~~December 31, 2022 as required by the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley Act”). Only in the event we are deemed~~ to be a large ~~accelerated~~number ~~filer~~of ~~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~~shares ~~control over financial reporting. A target business~~ may not beallow inus ~~compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of their internal controls. The development of the internal controls of any such entity~~ to ~~achieve compliance with~~ complete the ~~Sarbanes-Oxley~~most ~~Act~~desirable ~~may~~business ~~increase~~combination ~~the~~or ~~time~~optimize ~~and~~our ~~costs~~capital ~~necessary to complete any such acquisition~~structure.

~~Prior~~At the totime ~~the~~we ~~date~~enter ofinto ~~this~~an ~~Report~~agreement for our initial business combination, we ~~filed~~will anot ~~Registration~~know ~~Statement~~how onmany ~~Form~~shareholders ~~8-A~~may ~~with~~exercise ~~the~~their ~~SEC~~redemption rights, and therefore will need to ~~voluntarily~~structure ~~register~~the transaction based on our ~~securities~~expectations ~~under~~as ~~Section 12~~to the number of ~~the~~shares ~~Exchange~~that ~~Act~~will be submitted for redemption. AsIf a ~~result~~large number of shares are submitted for redemption, we ~~are~~may ~~subject~~need to restructure the ~~rules~~transaction ~~and~~to ~~regulations~~reserve ~~promulgated~~a ~~under~~greater portion of the ~~Exchange~~cash ~~Act~~in the trust account or arrange for additional third-party financing. WeRaising ~~have~~additional nothird-party ~~current~~financing ~~intention~~may involve dilutive equity issuances or the incurrence of ~~filing~~indebtedness aat ~~Form~~higher 15than todesirable ~~suspend~~levels. ~~our~~The ~~reporting~~above orconsiderations ~~other~~may ~~obligations~~limit our ~~under~~ability to complete the ~~Exchange~~most ~~Act~~desirable ~~prior~~business combination available to us or ~~subsequent~~optimize our capital structure. The amount of the deferred underwriting commissions payable to the ~~consummation~~underwriters ofwill ~~our~~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 commissions and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions.

WeThe ability are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of ~~the~~our ~~Companies~~public ~~Act.~~shareholders Asto anexercise ~~exempted~~redemption ~~company,~~rights ~~we have applied for and received a tax exemption undertaking from the Cayman Islands government that, in accordance~~ with ~~the~~respect ~~Tax~~to ~~Concessions Law of the Cayman Islands, for~~ a ~~period~~large ofnumber ~~20 years from the date~~ of ~~the~~our ~~undertaking,~~shares nocould ~~law~~increase ~~which is enacted in~~ the ~~Cayman~~probability that ~~Islands~~our ~~imposing~~initial ~~any~~business ~~tax~~combination towould be ~~levied~~unsuccessful onand ~~profits,~~that ~~income,~~you ~~gains~~would orhave ~~appreciations shall apply~~ to uswait orfor ~~our~~liquidation ~~operations and,~~ in ~~addition,~~order ~~that no tax~~ to beredeem ~~levied~~your ~~on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our~~ shares~~, debentures or other obligations or (ii) by way of the withholding in whole or in part of any relevant payment as defined in the Tax Concessions Law~~.

24If 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. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the funds in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

~~Table of Contents~~20

WeThe ~~are~~requirement anthat ~~“emerging~~we ~~growth~~consummate ~~company,”~~an asinitial business ~~defined~~combination inwithin ~~Section 2(a)~~42 ofmonths ~~the~~after ~~Securities Act, as modified by~~ the ~~JOBS~~closing ~~Act. As such, we are eligible to take advantage~~ of ~~certain~~our ~~exemptions~~initial ~~from~~public ~~various~~offering ~~reporting~~may ~~requirements~~give ~~that~~potential ~~are~~target ~~applicable~~businesses toleverage ~~other~~over us ~~public~~in ~~companies~~negotiating ~~that~~a ~~are~~business ~~not~~combination ~~“emerging~~and ~~growth~~may ~~companies,”~~limit ~~including,~~the ~~but~~time ~~not~~we ~~limited~~have ~~to,~~in ~~not~~which ~~being required~~ to ~~comply~~conduct ~~with~~due ~~the~~diligence ~~auditor~~on ~~attestation~~potential ~~requirements~~business ~~of Section 404 of the Sarbanes-Oxley Act~~combination targets, ~~reduced~~in ~~disclosure~~particular ~~obligations~~as ~~regarding~~we ~~executive~~approach ~~compensation in~~ our ~~periodic~~dissolution ~~reports and proxy statements~~deadline, ~~and~~which ~~exemptions~~could ~~from~~undermine ~~the~~our ~~requirements~~ability ofto ~~holding~~complete aour ~~non-binding~~initial ~~advisory~~business ~~vote~~ combination on ~~executive~~terms ~~compensation~~that ~~and~~would ~~shareholder~~produce ~~approval~~value ~~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~~shareholders.

InAny ~~addition,~~potential ~~Section 107~~target ofbusiness ~~the~~with ~~JOBS~~which ~~Act~~we ~~also~~enter into ~~provides~~negotiations concerning a business combination will be aware that we must consummate an ~~“emerging~~initial ~~growth~~business ~~company”~~combination ~~can~~within ~~take~~42 ~~advantage~~months from the closing of our initial public offering unless we obtain the ~~extended~~required ~~transition~~shareholder ~~period~~vote ~~provided~~for any Extension Period. Consequently, such target business may obtain leverage over us in ~~Section 7(~~negotiating a~~)(2)(B)~~ ofbusiness ~~the~~combination, ~~Securities~~knowing ~~Act~~that ~~for~~if ~~complying~~we ~~with~~do ~~new~~not orcomplete ~~revised~~our ~~accounting~~initial business ~~standards.~~combination Inwith ~~other~~that ~~words~~particular target business, anwe ~~“emerging~~may ~~growth~~be ~~company”~~unable ~~can~~to ~~delay~~complete ~~the~~our ~~adoption~~initial ofbusiness ~~certain~~combination ~~accounting~~with ~~standards~~any ~~until~~target business. ~~those~~This ~~standards~~risk ~~would~~will ~~otherwise~~increase ~~apply~~as we get closer to ~~private~~the ~~companies~~timeframe described above. WeIn ~~intend~~addition, we may have limited time to ~~take~~conduct due ~~advantage~~diligence ofand ~~the~~may ~~benefits~~enter ofinto ~~this~~our ~~extended~~initial ~~transition~~business ~~period.~~combination on terms that we would have rejected upon a more comprehensive investigation.

We may ~~will~~not ~~remain~~be anable ~~emerging~~to ~~growth~~consummate ~~company~~an ~~until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our~~ initial ~~public~~business ~~offering~~combination, ~~(b)~~ in which wecase ~~have total annual gross revenue of at least $1.235 billion, or (c) in which~~ we ~~are~~would ~~deemed~~cease toall beoperations aexcept ~~large~~for ~~accelerated filer, which means~~ the ~~market~~purpose ~~value~~ of winding ~~our~~up ~~Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30,~~ and ~~(2) the date on which~~ we ~~have~~would ~~issued~~redeem ~~more~~our ~~than~~public ~~$1.0 billion~~shares inand ~~non-convertible debt securities during the prior three-year period~~liquidate.

~~Additionally,~~We wemay ~~are~~not be able to find a ~~“smaller~~suitable ~~reporting~~target ~~company”~~business and asconsummate ~~defined~~an initial business combination. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in ~~Rule~~the ~~10(f)(1)~~capital and debt markets and the other risks described herein. For example, the outbreak of ~~Regulation~~COVID-19 continues to grow both in the U.S-K. ~~Smaller~~and ~~reporting~~globally ~~companies~~and, ~~may~~while ~~take~~the ~~advantage~~extent of ~~certain~~the ~~reduced~~impact ~~disclosure~~of ~~obligations~~the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including, ~~among~~as ~~other~~a ~~things~~result of increased market volatility, decreased ~~providing~~market ~~only~~liquidity ~~two~~and ~~years~~third-party financing being unavailable on terms acceptable to us or at all. Additionally, the outbreak of ~~audited~~COVID-19 ~~financial~~may ~~statements~~negatively impact businesses we may seek to acquire. WeIf we have not consummated an initial business combination within such applicable time period, we will: ~~remain~~(i) acease ~~smaller~~all ~~reporting~~operations ~~company~~except ~~until~~for the ~~last~~purpose ~~day~~ of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the ~~fiscal~~public ~~year~~shares, at a per-share price, payable in ~~which~~cash, ~~(1)~~ equal to the ~~market~~aggregate amount ~~value~~then ofon ~~our~~deposit ~~Class A~~in ~~ordinary~~the ~~shares~~trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by ~~non~~the number of the then-~~affiliates~~outstanding ~~equals~~public orshares, ~~exceeds~~which ~~$250 million~~redemption will completely extinguish public shareholders’ rights as ofshareholders (including the ~~prior~~right ~~June 30~~to receive further liquidation distributions, if any); and (2iii) ~~our~~ as ~~annual~~promptly ~~revenues~~as ~~exceeded~~reasonably ~~$100 million~~possible ~~during~~following such ~~completed~~redemption, ~~fiscal~~subject ~~year~~to ~~and~~ the ~~market~~approval ~~value~~ of our ~~Class A~~remaining ~~ordinary~~shareholders ~~shares~~and ~~held~~our byboard ~~non-affiliates~~of ~~equals~~directors, liquidate orand ~~exceeds~~dissolve, ~~$700 million~~subject, asin each case to our obligations under Cayman Islands law to provide for claims of creditors and the ~~prior~~requirements of ~~June~~other 30applicable law. ToOur ~~the~~third ~~extent~~amended weand ~~take~~restated ~~advantage~~memorandum ofand ~~such~~articles ~~reduced~~of ~~disclosure~~association ~~obligations~~provides that, itif ~~may~~we ~~also~~wind ~~make~~up ~~comparison~~for any other reason prior to the consummation of our ~~financial~~initial ~~statements~~business combination, we will follow the foregoing procedures with ~~other~~respect ~~public~~to ~~companies~~the ~~difficult~~liquidation of orthe ~~impossible~~trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only the cash available in trust on the redemption of their shares, and our warrants will expire worthless.

~~Item 1A. Risk Factors~~21

~~You~~If ~~should~~we ~~consider~~have ~~carefully~~not ~~all~~consummated ofan ~~the~~initial ~~risks~~business combination ~~described~~within ~~below,~~42 ~~together~~months ~~with~~from the ~~other~~closing ~~information contained in this Report, including the financial statements. If any~~ of ~~the~~our ~~following~~initial ~~risks~~public ~~occur~~offering, our ~~business,~~public ~~financial~~shareholders ~~condition or results of operation~~ may be ~~materially~~forced ~~and adversely affected. The risks described below are not necessarily exhaustive and you are encouraged~~ to ~~perform~~wait ~~your~~beyond ~~own~~such period ~~investigation~~before ~~with~~redemption ~~respect~~from ~~to us and~~ our ~~business.~~trust account.

~~Risks~~If ~~Relating~~we have not consummated an initial business combination within 42 months from the closing of our initial public offering, the proceeds then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our ~~Search~~income ~~for~~taxes, if any, will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the trust account will be effected automatically by function of our third amended and ~~Consummation~~restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 42 months from the closing of our initial public offering before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or ~~Inability~~liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our third amended and restated memorandum and articles of association, and only then in cases where investors have sought to ~~Consummate~~redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend certain provisions of our third amended and restated memorandum and articles of association. Our third amended and restated memorandum and articles of association provides that, aif ~~Business~~we ~~Combination~~wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

~~Our~~If we ~~shareholders~~seek ~~may~~shareholder ~~not~~approval beof ~~afforded~~our aninitial ~~opportunity~~business tocombination, ~~vote~~our onsponsor, ~~our~~officers, ~~proposed~~directors, ~~initial~~advisors ~~business~~and ~~combination~~their affiliates may elect to purchase public shares or warrants, which ~~means~~may weinfluence ~~may~~a ~~complete~~vote ~~our~~on ~~initial~~a proposed business combination ~~even~~and ~~though~~reduce athe ~~majority~~public “float” of our ~~shareholders~~Class doA ~~not~~ordinary ~~support~~shares ~~such~~or apublic ~~combination~~warrants.

WeIf we ~~may~~seek ~~choose not to hold a~~ shareholder ~~vote~~approval ~~before~~of ~~we complete~~ our initial business combination ifand ~~the~~we ~~business~~do ~~combination would~~ not ~~require~~conduct ~~shareholder~~redemptions ~~approval~~in ~~under~~connection ~~applicable~~with ~~law~~our orinitial ~~stock~~business combination ~~exchange~~pursuant ~~listing requirement. For instance, if we were seeking~~ to ~~acquire a target business where~~ the ~~consideration~~tender weoffer ~~were~~rules, ~~paying~~our insponsor, ~~the~~officers, ~~transaction was all cash~~directors, weadvisors ~~would~~or ~~typically~~their ~~not~~affiliates bemay ~~required~~purchase topublic ~~seek~~shares or ~~shareholder~~warrants ~~approval~~in toprivately ~~complete~~negotiated ~~such~~transactions aor ~~transaction.~~in ~~Except~~the ~~for~~open asmarket ~~required~~either byprior ~~applicable~~to ~~law~~ or ~~stock~~following ~~exchange listing requirement,~~ the ~~decision~~completion ~~as to whether we will seek shareholder approval~~ of aour ~~proposed~~initial business combination, oralthough ~~will~~they ~~allow~~are ~~shareholders~~under tono ~~sell~~obligation ~~their shares~~ to usdo inso. aHowever, ~~tender~~they ~~offer~~have ~~will~~no becurrent ~~made~~commitments, byplans ~~us,~~or ~~solely~~intentions to engage in ~~our~~such ~~discretion,~~transactions and ~~will~~have benot ~~based~~formulated onany aterms ~~variety~~or ofconditions ~~factors,~~for any such astransactions. ~~the~~None ~~timing~~ of the ~~transaction~~funds ~~and~~in ~~whether~~ the ~~terms~~trust ofaccount will ~~the~~be ~~transaction~~used ~~would otherwise require us~~ to ~~seek~~purchase ~~shareholder~~public ~~approval. Accordingly, we may complete our initial business combination even if holders of a majority of our issued and outstanding ordinary~~ shares door ~~not~~warrants ~~approve~~in ofsuch ~~the business combination we complete~~transactions.

25In the event that our sponsor, officers, directors, advisors or their affiliates purchase public shares or warrants 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 transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements.

~~Table of Contents~~22

~~Your~~If a ~~only~~shareholder ~~opportunity~~fails to ~~affect~~receive ~~the~~notice ~~investment~~of ~~decision~~our ~~regarding~~offer ato ~~potential~~redeem our public shares in connection with our initial business combination, ~~may~~or fails beto ~~limited~~comply towith the ~~exercise~~procedures offor ~~your~~tendering ~~right~~its toshares, ~~redeem~~such ~~your~~ shares ~~from~~may usnot ~~for~~be ~~cash~~redeemed.

AtWe will comply with the ~~time~~proxy ofrules ~~your~~or ~~investment~~tender inoffer usrules, ~~you~~as ~~will~~applicable, ~~not~~when beconducting ~~provided~~redemptions ~~with~~in anconnection ~~opportunity~~with toour ~~evaluate~~initial ~~the~~business combination. ~~specific~~Despite ~~merits~~our orcompliance ~~risks~~with ofthese ~~any~~rules, ~~target~~if ~~businesses.~~a ~~Since~~shareholder ~~our~~fails ~~board~~to ofreceive ~~directors~~our ~~may~~proxy ~~complete~~solicitation aor ~~business~~tender ~~combination~~offer ~~without~~materials, as ~~seeking shareholder approval~~applicable, ~~public~~such ~~shareholders~~shareholder may not ~~have~~become ~~the~~aware ~~right~~of orthe opportunity to ~~vote~~redeem onits ~~the~~shares. ~~business~~In ~~combination~~addition, ~~unless~~the weproxy ~~seek~~solicitation ~~such~~or tender ~~shareholder~~offer ~~approval. Accordingly~~materials, ~~your~~as ~~only~~applicable, ~~opportunity~~that towe ~~affect~~will ~~the~~furnish ~~investment~~to ~~decision~~holders ~~regarding~~of aour ~~potential~~public ~~business~~shares ~~combination~~in ~~may~~connection bewith ~~limited~~our toinitial ~~exercising~~business ~~your~~combination will ~~redemption~~describe ~~rights~~the ~~within~~various ~~the~~procedures ~~period~~that ofmust ~~time~~be ~~(which~~complied ~~will~~with bein atorder ~~least~~to 20validly ~~business~~redeem ~~days)~~or ~~set~~tender ~~forth~~public inshares. ~~our~~In ~~tender~~the ~~offer~~event ~~documents~~that a ~~mailed~~shareholder fails to ~~our~~comply ~~public~~with ~~shareholders~~these inprocedures, ~~which~~its weshares ~~describe~~may ~~our~~not ~~initial~~be ~~business combination~~redeemed.

IfAs the wenumber ~~seek~~of ~~shareholder~~special ~~approval~~purpose ofacquisition ~~our~~companies ~~initial~~evaluating ~~business~~targets ~~combination~~increases, ~~our~~attractive ~~initial~~targets ~~shareholders~~may ~~have~~become ~~agreed~~scarcer toand ~~vote~~there inmay be ~~favor~~more competition for attractive targets. This could increase the cost of ~~such~~our initial business combination, ~~regardless~~and ofcould ~~how~~even result in our ~~public~~inability ~~shareholders~~to ~~vote.~~find a target or to consummate an initial business combination.

~~Our~~In recent ~~initial~~years, ~~shareholders~~the ~~own,~~number onof special purpose acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies have already entered into an ~~as-converted~~initial ~~basis~~business combination, ~~20%~~and ofthere ~~our~~are ~~outstanding~~still ~~ordinary~~many ~~shares~~special purpose ~~immediately~~acquisition ~~following~~companies ~~the~~preparing ~~completion~~for ofan ~~our~~ initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets may be available to consummate an initial business combination.

~~On February 14~~In addition, ~~2023,~~because wethere ~~held~~are anmore ~~extraordinary~~special ~~general~~purpose ~~meeting~~acquisition ofcompanies ~~shareholders~~seeking ~~(the “Extraordinary General Meeting”), where the shareholders approved a proposal (the “Trust Amendment Proposal”)~~ to ~~amend~~enter ~~our~~into ~~investment~~an ~~management~~initial ~~trust~~business ~~agreement,~~combination ~~dated~~with ~~as of February 11~~available targets, ~~2021 (~~the ~~“IMTA”),~~competition byfor ~~and~~available ~~between~~targets uswith ~~and~~attractive ~~Continental~~fundamentals ~~Stock~~or ~~Transfer~~business ~~(“CST”),~~models tomay ~~extend~~increase, ~~the date by~~ which ~~the~~could wecause ~~have~~targets companies to ~~consummate~~demand aimproved ~~business~~financial ~~combination~~terms. ~~from~~Attractive ~~February~~deals ~~17,~~could ~~2023~~also tobecome ~~February~~scarcer ~~17,~~for ~~2024~~other orreasons, such ~~earlier date~~ as iseconomic ~~determined~~or byindustry sector ~~our board of directors (such date~~downturns, ~~the~~geopolitical ~~“Extended Date”). In connection with the vote~~tensions, ~~the~~or ~~holders~~increases ofin ~~27,785,141 Class A ordinary shares of~~ the ~~Company~~cost ~~properly exercised their right to redeem their shares. Accordingly, our initial shareholder currently own, on an as-converted basis, approximately 77.2%~~ of ~~our~~additional ~~outstanding~~capital ~~ordinary~~needed ~~shares. Our initial shareholders also may from time~~ to ~~time~~close ~~purchase~~business ~~Class A~~combinations ~~ordinary~~or ~~shares~~operate targets ~~prior to our initial~~ post-business combination. ~~Our~~This ~~second~~could ~~amended~~increase ~~and~~the ~~restated~~cost ~~memorandum and articles~~ of ~~association provides that~~, ifdelay weor ~~seek~~otherwise ~~shareholder~~complicate ~~approval,~~or wefrustrate ~~will complete~~ our ~~initial~~ability ~~business~~to ~~combination~~find ~~only~~and consummate ~~if we obtain the approval of~~ an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. Accordingly, if we seek shareholder approval of our initial business combination, ~~the~~and ~~agreement~~may byresult in our ~~initial~~inability ~~shareholders~~ to ~~vote~~consummate inan ~~favor of our~~ initial business combination ~~will~~on ~~increase~~terms ~~the~~favorable to ~~likelihood~~our ~~that~~investors ~~we will receive the requisite shareholder approval for such initial business combination~~altogether.

~~You~~Because of ~~will~~our ~~not~~limited ~~have~~resources ~~any~~and ~~rights~~the orsignificant ~~interests~~competition infor ~~funds~~business ~~from~~combination ~~the~~opportunities, ~~trust~~it ~~account,~~may ~~except~~be ~~under~~more ~~certain~~difficult ~~limited~~for ~~circumstances~~us to complete our initial business combination. ~~Therefore,~~If towe ~~liquidate~~have ~~your~~not ~~investment~~consummated our initial business combination within the required time period, ~~you~~our public shareholders may bereceive ~~forced~~only toapproximately ~~sell~~$10.00 ~~your~~per public ~~shares~~share, or ~~warrants~~less in certain circumstances, ~~potentially~~on atthe aliquidation ~~loss.~~of our trust account and our warrants will expire worthless.

~~Our~~We expect ~~public shareholders are entitled~~ to ~~receive~~encounter ~~funds~~intense competition from ~~the~~other ~~trust~~entities ~~account~~having ~~only~~a ~~upon~~business ~~the~~objective ~~earliest~~similar to ~~occur~~ours, ~~of:~~including private investors (~~i) our~~which ~~completion~~may ofbe anindividuals ~~initial~~or ~~business~~investment ~~combination~~partnerships), ~~and~~other ~~then~~blank ~~only~~check incompanies ~~connection~~and ~~with~~other ~~those~~entities, ~~Class A~~domestic ~~ordinary~~and ~~shares~~international, ~~that~~competing for ~~such~~the ~~shareholder~~types ~~properly~~of ~~elected~~businesses towe ~~redeem,~~intend ~~subject~~ to ~~the~~acquire. ~~limitations~~Many ~~described~~of ~~herein,~~these ~~(ii) the~~individuals ~~redemption~~and ofentities ~~any~~are ~~public~~well ~~shares~~established ~~properly~~and ~~tendered~~have extensive experience in ~~connection~~identifying ~~with~~and aeffecting, ~~shareholder~~directly ~~vote~~or toindirectly, ~~amend~~acquisitions ~~our~~of ~~second~~companies ~~amended~~operating ~~and~~in ~~restated~~or ~~memorandum~~providing ~~and~~services ~~articles of association (A)~~ to ~~modify~~various ~~the~~industries. Many ~~substance or timing~~ of ~~our~~these ~~obligation~~competitors topossess ~~provide~~greater ~~holders~~technical, ofhuman, ~~our~~and ~~Class A~~other ~~ordinary~~resources ~~shares~~or ~~the~~more ~~right~~local toindustry ~~have~~knowledge ~~their~~than ~~shares~~we ~~redeemed~~do inand ~~connection~~our ~~with~~financial resources ~~our~~will ~~initial~~be ~~business~~relatively ~~combination~~limited orwhen tocontrasted ~~redeem~~with ~~100%~~those of ~~our~~many ~~public~~of ~~shares~~these ifcompetitors. While we dobelieve ~~not~~there ~~complete~~are ~~our~~numerous ~~initial~~target businesses ~~business~~we ~~combination~~could ~~within~~potentially 24acquire ~~months~~with ~~from~~ the ~~closing~~net proceeds of our initial public offering orand ~~during~~the ~~any~~sale ~~extension~~of ~~period~~the orprivate ~~(B) with~~placement ~~respect~~warrants, our ability to ~~any~~compete ~~other~~with ~~provision~~respect ~~relating~~ to the ~~rights~~acquisition of ~~holders~~certain oftarget ~~our~~businesses ~~Class A~~that ~~ordinary~~are ~~shares,~~sizable ~~and~~is ~~(iii) the~~limited ~~redemption~~by of our ~~public~~available ~~shares~~financial resources. ifThis weinherent ~~have~~competitive ~~not~~limitation ~~consummated~~gives others an ~~initial~~advantage ~~business~~in ~~combination~~pursuing ~~within 24 months from~~ the ~~closing~~acquisition of ~~our~~certain ~~initial~~target ~~public~~businesses. ~~offering~~Furthermore, we ~~subject~~are obligated to ~~applicable~~offer ~~law~~holders ~~and~~of asour ~~further~~public ~~described~~shares ~~herein.~~the ~~Public~~right ~~shareholders~~to ~~who~~ redeem their ~~Class A ordinary~~ shares infor ~~connection~~cash ~~with~~at athe ~~shareholder~~time ~~vote~~of ~~described~~our ininitial ~~clause~~business combination ~~(ii)~~ in ~~the~~conjunction ~~preceding~~with ~~sentence~~a ~~shall~~shareholder ~~not~~vote beor ~~entitled~~via toa ~~funds~~tender ~~from~~offer. ~~the~~Target ~~trust~~companies ~~account~~will ~~upon~~be ~~the~~aware ~~subsequent~~that ~~completion~~this ofmay anreduce ~~initial~~the ~~business~~resources available ~~combination~~to orus ~~liquidation~~for ifour ~~we have not consummated an~~ initial business combination. ~~within~~Any ~~24 months from the closing~~ of ~~our~~these ~~initial~~obligations ~~public~~may ~~offering,~~place ~~with~~us ~~respect~~at toa ~~such~~competitive ~~Class A~~disadvantage ~~ordinary~~in ~~shares~~successfully negotiating soa ~~redeemed~~business combination. InIf nowe ~~other~~have ~~circumstances~~not ~~will~~consummated aour ~~public~~initial ~~shareholder~~business ~~have~~combination ~~any~~within ~~right~~the orrequired ~~interest~~time ofperiod, ~~any~~our public ~~kind~~shareholders inmay ~~the~~receive ~~trust~~only ~~account~~approximately $10.00 ~~Holders~~per ofpublic ~~warrants~~share, door ~~not~~less ~~have~~in ~~any~~certain ~~right~~circumstances, toon the ~~proceeds~~liquidation ~~held~~of ~~in the~~ our trust account ~~with~~and ~~respect~~our ~~to the~~ warrants. ~~Accordingly,~~will toexpire ~~liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss~~worthless.

26 23

~~Table~~If the net proceeds of ~~Contents~~our initial offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate following the closing of our initial public offering, it could limit the amount available to fund our search for a target business or businesses and our ability to complete our initial business combination, and we will depend on loans from our sponsor, its affiliates or members of our management team to fund our search and to complete our initial business combination.

~~The~~As ~~ability~~of December 31, 2023, we had $30,850 available to us outside of the trust account to fund our ~~public~~working ~~shareholders~~capital requirements. We believe that the funds available to ~~redeem~~us ~~their~~outside ~~shares~~of the trust account, together with funds available from loans from our sponsor, its affiliates or members of our management team, will be sufficient to allow us to operate for ~~cash~~42 ~~may~~months ~~make~~following the closing of our ~~financial~~initial ~~condition~~public ~~unattractive~~offering; however, we cannot assure you that our estimate is accurate, and our sponsor, its affiliates or members of our management team are under no obligation to ~~potential~~advance ~~business~~funds ~~combination~~to ~~targets~~us in such circumstances. Of the funds available to us, ~~which~~we ~~may~~expect ~~make~~to ituse ~~difficult~~a ~~for~~portion of the funds to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to ~~enter~~fund ~~into~~a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target. business.

WeIf we ~~may~~are ~~seek~~required to ~~enter~~seek ~~into~~additional 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 rightscapital, we would ~~not~~need ~~be able~~ to ~~meet~~borrow ~~such~~funds ~~closing~~from ~~condition~~our ~~and~~sponsor, asits ~~a result~~affiliates, ~~would~~members ~~not~~of beour ~~able~~management team toor ~~proceed~~other ~~with~~third ~~the~~parties ~~business~~to ~~combination.~~operate ~~Furthermore,~~or inmay nobe ~~event~~forced ~~will~~to weliquidate. ~~redeem~~Neither our ~~public~~sponsor, ~~shares~~members inof ~~an amount that would cause~~ our ~~net~~management ~~tangible~~team ~~assets~~nor totheir beaffiliates is ~~less~~under ~~than~~any ~~$5,000,001~~obligation ~~(so that we do not then become subject~~ to ~~the~~us ~~SEC’s~~in ~~“penny~~such ~~stock” rules)~~circumstances. ~~Consequently,~~Any ifsuch ~~accepting~~advances ~~all~~may ~~properly~~be ~~submitted~~repaid ~~redemption~~only ~~requests~~from ~~would~~funds ~~cause~~held ~~our~~outside ~~net~~the ~~tangible~~trust ~~assets~~account ~~to be less than $5,000,001~~ or from ~~such~~funds ~~greater~~released ~~amount necessary~~ to ~~satisfy~~us aupon ~~closing condition as described above, we would not proceed with such redemption and~~ the ~~related~~completion ~~business combination and may instead search for an alternate business combination. Prospective targets will be aware~~ of ~~these~~our ~~risks~~initial ~~and, thus, may be reluctant to enter into a~~ business combination ~~transaction with us~~.

~~Redemptions~~If we ofhave not consummated our ~~public~~initial ~~shareholders~~business ~~may~~combination within the required time period because we do not ~~allow~~have sufficient funds available to us, we will be forced to ~~complete~~cease operations and liquidate the ~~most~~trust ~~desirable~~account. ~~business~~Consequently, ~~combination~~our public shareholders may only receive an estimated $10.00 per public share, or ~~optimize~~possibly less, on our ~~capital~~redemption ~~structure.~~of our public shares, and our warrants will expire worthless.

AtOur management ~~the~~concluded time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that ~~will~~there beis ~~submitted~~substantial ~~for~~doubt ~~redemption.~~about If a large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. 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 commissions and after such redemptions, the amount held in trust will continue toas reflect our obligation to pay the entire deferred underwriting commissions. On February 14, 2023, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a ~~redemption~~“going ~~price of approximately $10~~concern.18 per share, for an aggregate redemption amount of $282,903,643.31. On the same day, we issued an unsecured convertible promissory note to the Sponsor, pursuant to which the we may borrow up to $900,000 from the Sponsor. ”

~~The~~We have ~~ability~~incurred and expect to continue to incur significant costs in pursuit of our ~~public~~acquisition ~~shareholders~~plans. toIf ~~exercise~~the ~~redemption~~estimate ~~rights~~of ~~with~~the ~~respect~~costs toof identifying a ~~large~~target ~~number~~business, ofundertaking ~~our~~in-depth ~~shares~~due ~~could~~diligence ~~increase~~and negotiating a business combination are less than the ~~probability~~actual ~~that~~amount necessary ~~our~~to ~~initial~~do so, we may have insufficient funds available to operate the business prior to our business combination. ~~would~~Moreover, bewe will ~~unsuccessful~~need ~~and~~to ~~that~~raise ~~you~~additional ~~would~~capital ~~have~~through loans from our sponsor, officers, directors, or third parties. None of our sponsor, officers or directors are under any obligation to ~~wait~~advance ~~for~~funds ~~liquidation~~to, or to invest in ~~order~~us. We cannot provide any assurance that new financing will be available to ~~redeem~~us ~~your~~on ~~shares~~commercially acceptable terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern for a period of time within one year after the date that the financial statements are issued.

IfIn ~~our~~addition, ~~initial~~if ~~business~~we ~~combination~~are ~~agreement~~not ~~requires~~able us to consummate ~~use~~ a ~~portion~~business ofcombination ~~the~~before ~~cash~~June in17, ~~the trust account to pay the purchase price~~2024, or ~~requires us to have a minimum amount of cash at closing~~, ~~the~~if ~~probability that~~ our ~~initial~~Sponsor ~~business~~deposits ~~combination~~additional ~~would~~funds beinto ~~unsuccessful~~the isTrust ~~increased.~~Account Iffor ~~our~~one or ~~initial~~two ~~business~~additional ~~combination~~one-month ~~is unsuccessful~~extensions, ~~you~~July ~~would~~17, ~~not~~2024 ~~receive~~or ~~your~~August ~~pro~~17, ~~rata~~2024, ~~portion~~as ofapplicable, ~~the~~we ~~funds~~will incommence ~~the~~an ~~trust~~automatic ~~account~~winding ~~until~~up, dissolution weand ~~liquidate the trust account~~liquidation. IfManagement ~~you~~has ~~are~~determined inthat ~~need~~the ofautomatic ~~immediate liquidity~~liquidation, ~~you~~should ~~could~~a ~~attempt~~business tocombination ~~sell~~not ~~your~~occur, ~~shares~~and potential insubsequent ~~the~~dissolution ~~open~~also ~~market;~~raises ~~however,~~substantial atdoubt ~~such~~about ~~time~~ our ~~shares~~ability ~~may~~to ~~trade~~continue atas a ~~discount~~going toconcern. ~~the~~The ~~pro~~financial statements ~~rata~~contained ~~amount~~elsewhere ~~per share~~ in ~~the~~this ~~trust~~Annual ~~account.~~Report Indo ~~either~~not ~~situation,~~include ~~you~~any ~~may~~adjustments ~~suffer~~that amight ~~material~~result ~~loss~~from onour ~~your~~inability ~~investment~~to consummate ora ~~lose~~business ~~the~~combination ~~benefit~~or ~~of funds expected in connection with~~ our ~~redemption~~inability ~~until we liquidate or you are able~~ to ~~sell~~continue ~~your~~as ~~shares~~a ingoing ~~the open market~~concern.

The requirement that we consummate an initial business combination by February 17, 2024 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. 24

~~Any~~We may ~~potential~~seek ~~target~~ business ~~with~~combination ~~which~~opportunities wewith ~~enter into negotiations concerning~~ a ~~business~~high ~~combination~~degree ~~will~~of becomplexity ~~aware~~ that werequire ~~must~~significant ~~consummate~~operational ~~an initial business combination by February 17~~improvements, ~~2024.~~which could ~~Consequently,~~delay ~~such~~or ~~target~~prevent ~~business may obtain leverage over~~ us infrom ~~negotiating~~achieving ~~a business combination, knowing that if we do not complete~~ our ~~initial~~desired ~~business combination with that particular target business, we may be unable to complete our initial business combination with any target business~~results. 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.

27We 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.

~~Table~~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 ~~Contents~~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 if 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.

Our shareholders ~~search~~may ~~for~~be aheld ~~business~~liable ~~combination,~~for ~~and~~claims ~~any~~by ~~target~~third ~~business~~parties ~~with~~against ~~which~~us weto ~~ultimately~~the ~~consummate~~extent aof ~~business~~distributions ~~combination,~~received ~~may be materially adversely affected~~ by ~~the~~them ~~ongoing~~upon ~~coronavirus (“COVID-19”) outbreak and the status~~ redemption of ~~debt~~their ~~and equity markets~~shares.

InIf we ~~December~~are ~~2019,~~forced ~~a novel strain of coronavirus was reported~~ to ~~have~~enter ~~surfaced~~into inan ~~Wuhan,~~insolvent ~~China~~liquidation, ~~which~~any ~~has~~distributions ~~and~~received isby ~~continuing~~shareholders tocould ~~spread~~be ~~throughout~~viewed ~~China~~as ~~and~~an ~~other~~unlawful ~~parts~~payment if ofit ~~the~~was ~~world,~~proved ~~including~~that ~~the~~immediately ~~United~~following ~~States (~~the ~~“U.S.”).~~date Onon ~~January 30,~~which ~~2020,~~ the ~~World~~distribution ~~Health~~was ~~Organization declared the outbreak of the COVID-19 pandemic a “Public Health Emergency of International Concern.” On January 31~~made, ~~2020,~~we ~~U.S.~~were ~~Health~~unable ~~and Human Services Secretary Alex M. Azar II declared a public health emergency for the U.S.~~ to ~~aid~~pay ~~the~~our ~~U.S.~~debts ~~healthcare~~as ~~community~~they fall due in ~~responding to COVID-19, and on March 11, 2020,~~ the ~~World~~ordinary ~~Health~~course ~~Organization~~of ~~characterized the outbreak as a “pandemic~~business.” ~~The~~As ~~COVID-19 outbreak, which is still ongoing in many countries globally and~~ a ~~significant outbreak of other infectious diseases could~~ result, in a ~~widespread~~liquidator ~~health crisis that~~ could ~~adversely~~seek ~~affect~~to ~~the~~recover ~~economies~~some ~~and~~or ~~financial~~all ~~markets~~amounts ~~worldwide,~~received ~~and~~by ~~the~~our ~~business of any potential target business with which we consummate a business combination could be materially and adversely affected~~shareholders. Furthermore, weour directors may be ~~unable~~viewed toas ~~complete~~having abreached ~~business~~their ~~combination~~fiduciary ifduties ~~continued concerns relating~~ to ~~COVID-19~~us ~~continue~~or toour ~~restrict~~creditors ~~travel~~ and/or ~~limit~~may ~~our ability to~~ have ~~meetings~~acted ~~with~~in ~~potential~~bad faith, ~~investors~~thereby orexposing ~~the~~themselves ~~target company’s personnel, vendors~~ and ~~service~~our ~~providers.~~company ~~The extent~~ to ~~which~~claims, ~~COVID-19~~by ~~impacts~~paying ~~our~~public ~~search~~shareholders ~~for~~from athe ~~business~~trust ~~combination~~account ~~will~~prior ~~depend~~to onaddressing the ~~future~~claims ~~developments,~~of ~~which~~creditors. ~~are~~We ~~highly uncertain and~~ cannot beassure ~~predicted,~~you ~~including new information~~ that ~~may~~claims ~~emerge~~will ~~concerning~~not ~~the~~be ~~severity~~brought ofagainst ~~COVID-19~~us ~~and~~for ~~the~~these ~~actions~~reasons. toWe ~~contain~~and ~~COVID-19~~our orofficers ~~treat~~and ~~its~~directors who ~~impact,~~knowingly ~~among~~and ~~others,~~willfully ~~such~~authorized asor ~~those~~permitted ~~relating~~any distribution to ~~the~~be ~~new~~paid ~~Omicron~~out ~~variant. The effect~~ of ~~the~~our ~~COVID-19~~share ~~pandemic~~premium onaccount ~~businesses,~~while ~~and~~we ~~the~~were ~~inability~~ unable to ~~accurately~~pay ~~predict~~our ~~the~~debts ~~future~~as ~~impact~~they offall ~~the~~due ~~pandemic~~in onthe ~~businesses,~~ordinary ~~has~~course ~~also made determinations and negotiations~~ of ~~valuation more difficult, which could make it more difficult to consummate a~~ business ~~combination~~would ~~transaction.~~be Ifguilty ~~the~~of ~~disruptions~~an ~~posed~~offence byand ~~COVID-19~~may orbe ~~other~~liable ~~matters of global concern continue~~ for ana ~~extensive~~fine ~~period~~ of ~~time~~$18,293 and ~~our~~imprisonment ~~ability~~for tofive ~~consummate~~years ~~a business combination~~ in ~~a timely manner, or~~ the ~~operations~~Cayman ~~of a target business with which we ultimately consummate a business combination, may be materially adversely affected~~Islands.

InWe may ~~addition,~~not ~~our~~hold ~~ability~~an toannual ~~consummate~~general ameeting ~~transaction~~until ~~may~~after ~~be dependent on~~ the ~~ability~~consummation ~~to raise equity and debt financing, which may be impacted by COVID-19 and other events, including, as a result~~ of ~~increased~~our ~~market~~initial ~~volatility,~~business ~~decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all~~combination.

WeIn accordance ~~may~~with ~~not~~the beNYSE ~~able~~corporate governance requirements, we are not required to ~~consummate~~hold an ~~initial~~annual ~~business~~general ~~combination~~meeting ~~within~~until 24one ~~months~~year after our ~~the~~first ~~closing~~fiscal ofyear end following our ~~initial~~listing ~~public~~on ~~offering,~~NYSE. inThere ~~which~~is ~~case~~no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. Until we ~~would~~hold ~~cease~~an ~~all~~annual ~~operations~~general ~~except~~meeting, ~~for~~public shareholders may not be afforded the ~~purpose~~opportunity to appoint directors and to discuss company affairs with management. Our board of ~~winding~~directors upis divided into three classes with only one class of directors being appointed in each year and weeach ~~would~~class ~~redeem~~(except for those directors appointed prior to our ~~public~~first ~~shares~~annual ~~and~~general meeting) ~~liquidate.~~serving a three-year term.

We may ~~not~~seek beacquisition ~~able~~opportunities to find a suitable target business and consummate an initial business combination within 24 months from the closing of our initial public offering. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in ~~the~~industries capital and debt markets and the other risks described herein. For example, the outbreak of COVID-19 continues to grow both in the U.S. and globally and, while the extent of the impact of the outbreak on us will depend on future developments, it could limit our ability to complete our initial business combination, including, as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or atsectors ~~all.~~that ~~Additionally, the outbreak of COVID-19~~ may ~~negatively~~or ~~impact businesses we~~ may ~~seek to acquire. If we have~~ not ~~consummated~~be anoutside ~~initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose~~ of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholdersmanagement’s ~~rights~~area ~~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 the requirements of other applicable lawexpertise. Our second amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless.

28We will consider a business combination outside of our management’s area of expertise if a business combination target is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination target, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the information contained in this Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

~~Table of Contents~~25

IfUnlike some weother ~~seek~~similarly ~~shareholder~~structured ~~approval~~blank ofcheck ~~our initial business combination~~companies, our sponsor, ~~officers,~~will ~~directors,~~receive ~~advisors~~additional ~~and~~Class ~~their~~A ~~affiliates~~ordinary ~~may~~shares ~~elect~~if towe ~~purchase~~issue ~~public~~ shares to orconsummate ~~warrants,~~an ~~which~~initial ~~may influence a vote on a proposed~~ business combination ~~and reduce the public “float” of our Class A ordinary shares or public warrants~~.

IfThe founder weshares ~~seek~~will ~~shareholder~~automatically ~~approval~~convert ofinto ~~our~~Class ~~initial~~A ~~business~~ordinary ~~combination~~shares ~~and~~(which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if we do not ~~conduct~~consummate ~~redemptions~~an ininitial business ~~connection~~combination) ~~with~~at the time of our initial business combination ~~pursuant~~or toearlier at the ~~tender~~option ~~offer~~of ~~rules,~~the ~~our~~holders ~~sponsor~~thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, ~~officers~~in the aggregate, ~~directors~~on an as-converted basis, ~~advisors~~20% orof ~~their~~the ~~affiliates~~sum ~~may~~of ~~purchase~~(i) the total number of ordinary shares issued and outstanding upon the completion of our initial public offering, plus (ii) the total number of Class A ordinary shares issued, deemed issued or ~~warrants~~issuable inupon ~~privately~~conversion ~~negotiated~~or ~~transactions~~exercise of any equity-linked securities or inrights ~~the~~issued ~~open~~or ~~market~~deemed ~~either~~issued ~~prior~~by tothe company in connection with or ~~following~~in relation to the ~~completion~~consummation of ~~our~~the initial business combination, ~~although~~excluding ~~they~~any ~~are~~Class ~~under~~A noordinary ~~obligation~~shares toor doequity-linked ~~so.~~securities ~~However,~~exercisable ~~they~~for ~~have~~or noconvertible ~~current~~into ~~commitments~~Class A ordinary shares issued, ~~plans~~deemed issued or ~~intentions~~to be issued to ~~engage~~any seller in ~~such~~the ~~transactions~~initial business combination and ~~have~~any ~~not~~private ~~formulated~~placement ~~any~~warrants ~~terms~~issued orto our ~~conditions~~sponsor, ~~for~~its affiliates or any members of our management team upon conversion of working capital loans, unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such ~~transactions~~adjustment with respect to such issuance or deemed issuance at the time thereof. ~~None~~In ofno event will the ~~funds~~Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly structured blank check companies in ~~the~~which ~~trust~~initial ~~account~~shareholders will only be ~~used~~issued toan ~~purchase~~aggregate of ~~public~~20% of the total number of shares orto ~~warrants~~be inoutstanding ~~such~~prior ~~transactions.~~to the initial business combination.

InWe do ~~the~~not ~~event that our sponsor, officers, directors, advisors or their affiliates purchase public shares or warrants in privately negotiated transactions from public shareholders who~~ have ~~already~~a ~~elected~~specified tomaximum ~~exercise their~~ redemption ~~rights, such selling shareholders would be required to revoke their prior elections to redeem their shares~~threshold. The ~~purpose~~absence of ~~any~~ such ~~transaction~~a ~~could~~redemption bethreshold tomay ~~(1) vote~~make init ~~favor~~possible offor ~~the~~us business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to ~~the warrant holders for approval in connection with~~ complete our initial business combination ~~or (3) satisfy a closing condition in an agreement~~ with awhich ~~target that requires us to have~~ a ~~minimum~~substantial ~~net~~majority ~~worth or a certain amount~~ of ~~cash at the closing of~~ our ~~initial~~shareholders ~~business~~do ~~combination, where it appears that such requirement would otherwise~~ not ~~be met~~agree. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. 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.

29Our third amended and restated memorandum and articles of association provides 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 (so that we do not then become subject to the SEC’s “penny stock” rules). 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 their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination. In connection with the votes taken at the First, Second and Third Extraordinary General Meetings, the holders of an aggregate of 28,635,118 Class A ordinary shares properly exercised their right to redeem their shares for cash. The balance in the Trust Account was approximately $15.79 million as of June 11, 2024.

~~Table~~In order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of ~~Contents~~their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our third amended and restated 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.

IfIn order to effectuate a ~~shareholder~~business ~~fails~~combination, blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the time to ~~receive~~consummate ~~notice~~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 third amended and restated memorandum and articles of association requires at least a special resolution of our ~~offer~~shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreement will require a vote of holders of at least 50% of the public warrants and, solely with respect to ~~redeem~~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 third amended and restated 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 third amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination, or to ~~fails~~redeem to100% ~~comply~~of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any extension period or (B) with respect to any other provision relating to the ~~procedures~~rights ~~for~~of ~~tendering~~holders ~~its~~of ~~shares,~~our ~~such~~Class A ordinary shares. ~~may~~To ~~not~~the extent any of such amendments would be ~~redeemed.~~deemed to fundamentally change the nature of any of the securities offered through our initial public offering, we would register, or seek an exemption from registration for, the affected securities.

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 solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. 26

AsOur sponsor ~~the~~controls ~~number~~a ofsubstantial ~~special~~interest ~~purpose~~in ~~acquisition~~us ~~companies evaluating targets increases, attractive targets may become scarcer~~ and ~~there~~thus may beexert ~~more~~a ~~competition~~substantial ~~for~~influence ~~attractive~~on ~~targets.~~actions ~~This~~requiring ~~could~~a ~~increase~~shareholder ~~the~~vote, ~~cost of our initial business combination and could even result~~ potentially in ~~our inability to find~~ a ~~target~~manner orthat toyou ~~consummate~~do annot ~~initial business combination~~support.

InOur initial ~~recent~~shareholders ~~years~~own approximately 84% of our issued and outstanding ordinary shares. 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 third amended and restated memorandum and articles of association. If our sponsor purchases any units in our initial public offering or if our sponsor purchases any additional Class A ordinary shares in the ~~number~~aftermarket or in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge, any of ~~special~~our ~~purpose~~officers ~~acquisition~~or ~~companies~~directors, have any current intention to purchase additional securities, other than as disclosed in this Report. Factors that ~~have~~would ~~been~~be ~~formed~~considered ~~has~~in ~~increased~~making ~~substantially~~such additional purchases would include consideration of the current trading price of our Class A ordinary shares. ~~Many~~In ~~potential~~addition, ~~targets~~our ~~for~~board of ~~special~~directors, ~~purpose~~whose ~~acquisition~~members ~~companies~~were ~~have~~elected ~~already~~by ~~entered~~our sponsor, is divided into three classes, each of which generally serves for a term of three years with only one class of directors being appointed in each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business combination, ~~and~~in ~~there~~which ~~are~~case ~~still~~all ~~many~~of ~~special~~the ~~purpose~~current ~~acquisition~~directors ~~companies~~will ~~preparing~~continue ~~for~~in office until at least the completion of the business combination. If there is an ~~initial~~annual ~~public~~general ~~offering~~meeting, as ~~well~~a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our sponsor, because of its ownership position, will control the outcome, as ~~many~~only ~~such~~holders ~~companies~~of ~~currently~~our inClass ~~registration.~~B Asordinary ashares ~~result~~have the right to vote on the appointment of directors and to remove directors prior to our initial business combination. Accordingly, our sponsor will continue to exert control at ~~times,~~least ~~fewer~~until ~~attractive~~the ~~targets~~completion ~~may~~of beour ~~available~~initial business combination. In addition, we have agreed not to enter ~~consummate~~into a definitive agreement regarding an initial business combination. without the prior consent of our sponsor.

InAfter our ~~addition, because there are more special purpose acquisition companies seeking to enter into an~~ initial business combination ~~with available targets~~, ~~the~~it ~~competition~~is ~~for~~possible ~~available~~that ~~targets~~a ~~with~~majority ~~attractive~~of ~~fundamentals~~our orofficers ~~business~~and ~~models~~directors ~~may~~will ~~increase,~~live ~~which~~outside could cause targets 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~~U.S. ~~This~~and ~~could~~all ~~increase the cost~~ of~~, delay or otherwise complicate or frustrate~~ our ~~ability~~assets towill ~~find~~be ~~and~~located ~~consummate~~outside anthe ~~initial~~U.S.; ~~business combination~~therefore, ~~and~~investors may ~~result~~not inbe ~~our~~able ~~inability~~ to ~~consummate~~enforce anfederal ~~initial~~securities ~~business~~laws ~~combination~~or ontheir ~~terms~~other ~~favorable to our investors altogether~~legal rights.

~~Because~~It is ofpossible that after our ~~limited~~initial ~~resources~~business combination, a majority of our officers and ~~the~~directors ~~significant~~will ~~competition~~reside ~~for~~outside ~~business~~of ~~combination~~the ~~opportunities,~~U.S. itand all ~~may~~of our assets will be ~~more~~located ~~difficult~~outside ~~for~~of usthe toU.S. ~~complete~~As ~~our~~a ~~initial~~result, ~~business~~it ~~combination.~~may Ifbe wedifficult, ~~have~~or ~~not~~in ~~consummated~~some ~~our~~cases ~~initial~~not ~~business~~possible, ~~combination~~for ~~within~~investors in the ~~required~~U.S. ~~time~~to ~~period,~~enforce ~~our~~their ~~public~~legal ~~shareholders~~rights, ~~may~~to ~~receive~~effect ~~only~~service ~~approximately~~of ~~$10.00~~process ~~per~~upon ~~public~~all ~~share,~~of our officers or ~~less~~directors inor ~~certain~~to ~~circumstances,~~enforce onjudgments of ~~the~~United ~~liquidation~~States ofcourts ~~our~~predicated ~~trust~~upon ~~account~~civil liabilities and criminal penalties on our ~~warrants~~officers ~~will~~and ~~expire~~directors ~~worthless~~under U.S. laws.

WeYou will ~~expect~~not tobe ~~encounter~~entitled ~~intense~~to ~~competition~~protections ~~from~~normally ~~other~~afforded ~~entities having a business objective similar~~ to ~~ours, including private~~ investors ~~(which~~of ~~may~~many ~~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 greater technical, human, and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable is 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 a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

30Since 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 not been selected, we may be deemed to be a “blank check” company under the U.S. securities laws. However, because we have net tangible assets in excess of $5,000,001 upon the completion of our initial public offering and the sale of the private placement warrants and we 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 will not be afforded the benefits or protections of those rules. Among other things, this means that since our units were immediately tradable, we 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 have prohibited 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.

~~Table of Contents~~27

IfSubsequent to ~~the~~our ~~net~~completion ~~proceeds~~ of our initial ~~offering~~business ~~and~~combination, ~~the~~we ~~sale~~may ofbe ~~the~~required ~~private placement warrants not being held in the trust account are insufficient~~ to ~~allow~~take uswrite-downs toor ~~operate~~write-offs ~~for~~or ~~the~~incur 24restructuring, ~~months~~impairment or ~~following~~other ~~the~~charges ~~closing~~that ~~of our initial public offering, it~~ could ~~limit~~have ~~the~~a ~~amount~~significant ~~available~~negative toeffect ~~fund~~on our ~~search~~financial ~~for~~condition, aresults ~~target~~of ~~business~~operations ~~or businesses~~ and ~~our~~the ~~ability~~price toof ~~complete~~ our ~~initial business combination~~ securities, ~~and~~which wecould ~~will~~cause ~~depend~~you onto ~~loans~~lose ~~from~~some ~~our sponsor, its affiliates~~ or ~~members~~all of ~~our~~your ~~management team to fund our search and to complete our initial business combination~~investment.

AsEven if ofwe ~~December 31,~~conduct ~~2022,~~extensive wedue ~~had~~diligence ~~$20~~on a target business with which we combine,~~706~~ ~~available~~we tocannot usassure ~~outside~~you ofthat ~~the~~this ~~trust~~diligence ~~account~~will toidentify all ~~fund~~material ~~our~~issues ~~working~~with ~~capital~~a ~~requirements.~~particular Wetarget ~~believe~~business, that ~~the~~it ~~funds~~would ~~available~~be possible to usuncover ~~outside~~all ofmaterial ~~the~~issues ~~trust~~through ~~account,~~a ~~together~~customary ~~with~~amount of ~~funds~~due ~~available~~diligence, ~~from~~or ~~loans~~that ~~from~~factors ~~our~~outside ~~sponsor,~~of ~~its~~the ~~affiliates~~target orbusiness ~~members~~and outside of our ~~management~~control ~~team,~~ will benot ~~sufficient~~later toarise. ~~allow~~As usa toresult ~~operate~~of ~~for~~these factors, 24we ~~months~~may ~~following~~be ~~the~~forced ~~closing~~to oflater ~~our~~write-down ~~initial~~or ~~public~~write-off ~~offering;~~assets, ~~however~~restructure our operations, weor ~~cannot~~incur ~~assure~~impairment ~~you~~or other charges that could result in our ~~estimate~~reporting islosses. ~~accurate,~~Even ~~and~~if our ~~sponsor,~~due ~~its~~diligence ~~affiliates~~successfully oridentifies ~~members~~certain ofrisks, ~~our~~unexpected ~~management~~risks ~~team~~may ~~are~~arise ~~under~~and previously noknown ~~obligation~~risks tomay ~~advance~~materialize ~~funds~~in toa usmanner innot ~~such~~consistent ~~circumstances~~with our preliminary risk analysis. OfEven ~~the~~though ~~funds~~these ~~available~~charges tomay ~~us,~~be non-cash weitems ~~expect~~and tomay ~~use~~not ahave ~~portion~~an ofimmediate ~~the~~impact ~~funds~~on toour ~~pay~~liquidity, ~~fees~~the tofact ~~consultants~~that towe ~~assist~~report uscharges ~~with~~of ~~our~~this ~~search~~nature ~~for~~could acontribute to ~~target~~negative ~~business.~~market Weperceptions ~~could~~about ~~also~~us ~~use~~or aour ~~portion~~securities. ofIn ~~the~~addition, ~~funds~~charges asof athis ~~down~~nature ~~payment~~may orcause us to ~~fund~~violate anet ~~“no-shop”~~worth ~~provision~~or (aother covenants ~~provision~~to inwhich ~~letters~~we ofmay ~~intent~~be ~~designed~~subject toas ~~keep~~a ~~target~~result ~~businesses~~of ~~from~~assuming ~~“shopping”~~pre-existing ~~around~~debt ~~for~~held ~~transactions~~by ~~with~~a ~~other~~target ~~companies~~business or ~~investors~~by onvirtue ~~terms~~of ~~more~~our ~~favorable~~obtaining post-combination todebt ~~such~~financing. ~~target~~Accordingly, ~~businesses)~~any ~~with~~holders ~~respect~~who choose to aretain ~~particular~~their ~~proposed~~securities following the business combination, ~~although~~could suffer wea doreduction ~~not~~in ~~have~~the ~~any~~value ~~current~~of ~~intention~~their tosecurities. doSuch ~~so.~~holders Ifare weunlikely ~~entered~~to ~~into~~have a ~~letter~~remedy offor ~~intent~~such ~~where~~reduction wein ~~paid~~value, ~~for~~unless ~~the~~they are ~~right~~able to ~~receive~~successfully ~~exclusivity~~claim ~~from~~that athe ~~target~~reduction ~~business~~was ~~and~~due ~~were~~to ~~subsequently~~the ~~required~~breach toby ~~forfeit~~our ~~such~~officers ~~funds~~or ~~(whether~~directors asof a ~~result~~duty of ~~our~~care ~~breach~~ or ~~otherwise),~~other wefiduciary duty ~~might~~owed ~~not~~to ~~have~~such ~~sufficient~~holders, ~~funds~~or if they are able to ~~continue~~successfully ~~searching~~bring ~~for,~~a orprivate ~~conduct~~claim ~~due~~under ~~diligence~~the ~~with~~securities ~~respect~~laws that the tender offer materials or proxy statement related to, aour ~~target~~initial business. combination contained an actionable material misstatement or material omission.

If ~~we are required to seek additional capital, we would need to borrow funds from our sponsor, its affiliates, members of our management team or other~~ third parties tobring ~~operate~~claims oragainst ~~may be forced to liquidate. Neither our sponsor, members of our management team nor their affiliates is under any obligation to~~ us ~~in such circumstances. Any such advances may be repaid only from funds held outside the trust account or from funds released to us upon the completion of our initial business combination. Up to $1~~,~~500,000~~ ~~of such loans may be convertible into warrants of~~ the ~~post-business~~proceeds ~~combination~~held ~~entity~~in ~~at a price of $1.50 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, its affiliates or members of our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. Ifcould ~~we have not consummated our initial business combination within the required time period because we do not have sufficient funds available to us, we will~~ be ~~forced~~reduced ~~to cease operations~~ and ~~liquidate~~ the ~~trust~~per-share ~~account.~~redemption ~~Consequently,~~amount ~~our~~received by ~~public~~ shareholders may ~~only~~be ~~receive~~less anthan ~~estimated~~ $10.00 per public share~~, or possibly less, on our redemption of our public shares, and our warrants will expire worthless~~.

Our placing ~~management~~of ~~concluded~~funds ~~that~~in ~~there~~the istrust ~~substantial~~account ~~doubt~~may ~~about~~not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our ~~ability~~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, ~~continue~~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 ~~“going~~claim against ~~concern~~our assets, including the funds held in the trust account.” If any third-party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.

WeExamples ~~have~~of ~~incurred~~possible ~~and~~instances ~~expect~~where we may engage a third-party that refuses to ~~continue~~execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to ~~incur~~be ~~significant~~significantly ~~costs~~superior into ~~pursuit~~those of ~~our~~other ~~acquisition~~consultants ~~plans~~that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. IfIn ~~the~~addition, ~~estimate~~there ofis no guarantee that such entities will agree to waive any claims they may have in the ~~costs~~future as a result of, ~~identifying~~or aarising ~~target~~out ~~business~~of, ~~undertaking~~any ~~in-depth~~negotiations, ~~due~~contracts ~~diligence~~or ~~and~~agreements with ~~negotiating~~us aand ~~business~~will ~~combination~~not ~~are~~seek ~~less~~recourse ~~than~~against the ~~actual~~trust ~~amount~~account ~~necessary~~for toany doreason. soUpon redemption of our public shares, if we ~~may~~ have ~~insufficient~~not ~~funds~~consummated an ~~available~~initial tobusiness ~~operate~~combination within 42 months from the ~~business~~closing ~~prior~~of toour initial public offering, or upon the exercise of a redemption right in connection with our initial business combination~~. Moreover~~, we will ~~need~~be required to ~~raise~~provide ~~additional~~for ~~capital~~payment ~~through~~of ~~loans~~claims ~~from~~of ~~our~~creditors ~~sponsor,~~that ~~officers,~~were not ~~directors~~waived that may be brought against us within the ten years following redemption. Accordingly, orthe ~~third~~per-share ~~parties~~redemption amount received by public shareholders could be less than the $10.00 ~~None~~per public share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement, our sponsor, ~~officers~~has oragreed ~~directors~~that ~~are~~it ~~under~~will ~~any~~be ~~obligation~~liable to ~~advance~~us ~~funds~~if and to, the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to ~~invest~~us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in usthe trust account to below the lesser of (i) $10.00 Weper ~~cannot~~public ~~provide~~share ~~any~~and ~~assurance~~(ii) ~~that~~the ~~new~~actual ~~financing~~amount ~~will~~per bepublic ~~available~~share toheld usin onthe ~~commercially~~trust ~~acceptable~~account ~~terms,~~as of the date of the liquidation of the trust account if atless ~~all~~than $10.00 ~~These~~per ~~conditions~~public ~~raise~~share ~~substantial~~due ~~doubt~~to ~~about~~reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our ~~ability~~tax obligations, provided that such liability will not apply to ~~continue~~any asclaims by a ~~going~~third-party ~~concern~~or ~~for~~prospective target business that executed a ~~period~~waiver of ~~time~~any ~~within~~and ~~one~~all ~~year~~rights ~~after~~to seek access to the ~~date~~trust ~~that~~account nor will it apply to any claims under our indemnity of the ~~financial~~underwriters ~~statements~~of ~~are~~our ~~issued~~initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims.

In addition, if we are not able to consummate a business combination before February 17, 2024, we will commence an automatic winding up, dissolution and liquidation. Management has determined that the automatic liquidation, should a business combination not occur, and potential subsequent dissolution also raises substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this Annual Report do not include any adjustments that might result from our inability to consummate a business combination or our inability to continue as a going concern. 28

31However, 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.

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

WeIn the ~~may~~event ~~seek~~that ~~business~~the ~~combination~~proceeds ~~opportunities~~in ~~with~~the atrust ~~high~~account ~~degree~~are reduced below the lesser of ~~complexity~~(i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that ~~require~~may ~~significant~~be ~~operational~~withdrawn ~~improvements~~to pay our tax obligations, and ~~which~~our ~~could~~sponsor ~~delay~~asserts that it is unable to satisfy its obligations or ~~prevent~~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, ~~from~~it ~~achieving~~is possible that our ~~desired~~independent ~~results~~directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share.

WeIf, after ~~may~~we ~~seek~~distribute ~~business~~the ~~combination~~proceeds ~~opportunities~~in ~~with~~the ~~large~~trust account to our public shareholders, ~~highly~~we ~~complex~~file ~~companies~~a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that weis ~~believe~~not ~~would~~dismissed, ~~benefit~~a ~~from~~bankruptcy ~~operational~~or ~~improvements.~~insolvency ~~While~~court wemay ~~intend~~seek to ~~implement~~recover such ~~improvements~~ proceeds, toand the ~~extent~~members ~~that~~of our ~~efforts~~board ~~are~~of ~~delayed~~directors ormay webe ~~are~~viewed ~~unable~~as tohaving ~~achieve~~breached ~~the~~their ~~desired~~fiduciary ~~improvements~~duties to our creditors, thereby exposing the ~~business~~members ~~combination~~of ~~may~~our ~~not~~board beof asdirectors ~~successful~~and asus weto ~~anticipate.~~claims of punitive damages.

~~To the extent we complete our initial business combination with a large complex business or entity with a complex operating structure~~If, after we ~~may~~distribute ~~also~~the beproceeds ~~affected by numerous risks inherent~~ in the ~~operations~~trust ofaccount ~~the~~to ~~business~~our ~~with~~public ~~which~~shareholders, we ~~combine,~~file ~~which~~a ~~could~~bankruptcy ~~delay~~ or ~~prevent~~winding-up uspetition ~~from~~or ~~implementing~~an ~~our~~involuntary bankruptcy ~~strategy.~~or ~~Although~~winding-up ~~our~~petition ~~management~~is ~~team~~filed ~~will~~against ~~endeavor~~us tothat ~~evaluate~~is ~~the~~not ~~risks~~dismissed, ~~inherent~~any indistributions areceived ~~particular~~by ~~target~~shareholders ~~business~~could ~~and its operations, we may not~~ be ~~able~~viewed under toapplicable ~~properly~~debtor/creditor ~~ascertain~~ and/or ~~assess~~bankruptcy ~~all~~or ofinsolvency ~~the~~laws ~~significant~~as ~~risk~~either ~~factors~~a ~~until~~“preferential wetransfer” ~~complete~~or ~~our~~a ~~business combination~~“fraudulent conveyance.” IfAs wea ~~are~~result, ~~not~~a ~~able~~bankruptcy ~~to achieve our desired operational improvements,~~ or ifinsolvency ~~the~~court ~~improvements~~could ~~take~~seek ~~longer~~ to ~~implement~~recover ~~than~~some ~~anticipated,~~or weall ~~may~~amounts ~~not~~received ~~achieve~~by ~~the~~our ~~gains that we anticipate~~shareholders. In ~~Furthermore~~addition, ~~some~~our board of ~~these~~directors ~~risks and complexities~~ may be ~~outside~~viewed ofas ~~our~~having ~~control~~breached ~~and~~its ~~leave~~fiduciary usduty ~~with no ability~~ to ~~control~~our creditors and/or ~~reduce~~having ~~the~~acted ~~chances~~in ~~that~~bad ~~those~~faith, thereby ~~risks~~exposing itself and ~~complexities~~us ~~will~~to ~~adversely~~claims ~~impact~~of apunitive ~~target~~damages, ~~business.~~by ~~Such~~paying ~~combination~~public ~~may~~shareholders ~~not~~from bethe astrust ~~successful~~account asprior ato ~~combination~~addressing the ~~with~~claims aof ~~smaller, less complex organization~~creditors.

~~Our~~If, before distributing the proceeds in the trust account to our public shareholders, ~~may~~we befile ~~held~~a ~~liable~~bankruptcy ~~for~~or ~~claims~~winding-up bypetition ~~third~~or ~~parties~~an involuntary bankruptcy or winding-up petition is filed against us tothat is not dismissed, the ~~extent~~claims of ~~distributions~~creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by ~~them~~our ~~upon~~shareholders ~~redemption~~in ofconnection ~~their~~with our ~~shares.~~liquidation may be reduced.

If, before wedistributing ~~are~~the ~~forced~~proceeds toin ~~enter~~the ~~into~~trust anaccount ~~insolvent~~to ~~liquidation,~~our ~~any~~public ~~distributions received by~~ shareholders, ~~could~~we befile ~~viewed~~a asbankruptcy anor ~~unlawful~~winding-up ~~payment~~petition ifor itan ~~was~~involuntary bankruptcy ~~proved~~or ~~that~~winding-up ~~immediately~~petition ~~following~~is ~~the~~filed ~~date~~against onus ~~which~~that ~~the~~is ~~distribution~~not ~~was made~~dismissed, wethe ~~were~~proceeds ~~unable~~held ~~to pay our debts as they fall due~~ in the ~~ordinary~~trust ~~course~~account ~~of business. As a result, a liquidator~~ could ~~seek~~be subject to ~~recover~~applicable ~~some~~bankruptcy or ~~all~~insolvency ~~amounts received by our shareholders. Furthermore~~law, ~~our~~and ~~directors~~ may be ~~viewed~~included asin ~~having breached their fiduciary duties to us or~~ our ~~creditors~~bankruptcy ~~and/or~~estate ~~may have acted in bad faith, thereby exposing themselves~~ and ~~our~~subject ~~company~~ to ~~claims, by paying public shareholders from~~ the ~~trust account prior to addressing the~~ claims of ~~creditors.~~third Weparties ~~cannot~~with priority ~~assure~~over ~~you~~the ~~that~~ claims ~~will~~of ~~not~~our ~~be brought against us for these reasons~~shareholders. WeTo ~~and~~the ~~our~~extent ~~officers and directors who knowingly and willfully authorized or permitted~~ any ~~distribution~~bankruptcy toclaims bedeplete ~~paid~~the ~~out~~trust ofaccount, ~~our~~the per-share ~~premium~~amount ~~account~~that would ~~while~~otherwise webe ~~were~~received ~~unable~~by ~~to pay~~ our ~~debts~~shareholders ~~as they fall due~~ in ~~the~~connection ~~ordinary~~with ~~course~~our ofliquidation ~~business would be guilty of an offence and~~ may be ~~liable for a fine of $18,293 and imprisonment for five years in the Cayman Islands~~reduced.

~~We may not hold an annual general meeting until after the consummation of our initial business combination.~~ 29

~~In accordance with the NYSE American corporate governance requirements,~~ Because we are ~~not~~neither ~~required~~limited to ~~hold~~evaluating ana ~~annual~~target ~~general~~business ~~meeting~~in ~~until~~a ~~one~~particular ~~year~~industry ~~after~~sector ~~our~~nor ~~first~~have ~~fiscal~~we ~~year~~selected ~~end~~any ~~following~~specific ~~our~~target ~~listing~~businesses with onwhich ~~NYSE American. There is no requirement under the Companies Act for us~~ to ~~hold~~pursue ~~annual~~our orinitial ~~extraordinary~~business ~~general meetings to appoint directors. Until we hold an annual general meeting~~combination, ~~public~~you ~~shareholders~~will ~~may not~~ be ~~afforded~~unable ~~the opportunity~~ to ~~appoint~~ascertain ~~directors~~the ~~and~~merits toor ~~discuss~~risks ~~company affairs with management. Our board~~ of ~~directors~~any isparticular ~~divided~~target 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 termbusiness’s operations.

We may ~~seek~~pursue ~~acquisition~~business ~~opportunities~~combination opportunities in ~~industries~~any orsector, ~~sectors~~except that we are not, under our third amended and restated memorandum and articles of association, permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may ~~not~~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 ~~management’s~~control ~~area~~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 holders who choose to retain their securities following the business combination could suffer a reduction in the value of ~~expertise~~their securities. Such holders are unlikely to have a remedy for such reduction in value.

WeAlthough we ~~will~~have ~~consider~~identified ageneral ~~business~~criteria ~~combination~~and ~~outside~~guidelines ofthat ~~our~~we ~~management’s~~believe ~~area~~are ofimportant ~~expertise~~in ifevaluating aprospective ~~business combination~~ target isbusinesses, ~~presented to us and~~ we ~~determine~~may enter ~~that~~into ~~such candidate offers an attractive acquisition opportunity for~~ our ~~company.~~initial ~~Although our management will endeavor to evaluate the risks inherent in any particular~~ business combination ~~target,~~with wea ~~cannot~~target ~~assure you~~ that wedoes will adequately ascertain or assess all of the significant risk factors. In the event we elect to pursue an acquisition outside of the areas of our management’s expertise, our management’s expertise may not bemeet ~~directly~~such ~~applicable~~criteria toand ~~its evaluation or operation~~guidelines, and, ~~the~~as ~~information contained in this Report regarding the areas of our management’s expertise would not be relevant to an understanding of the business that we elect to acquire. As~~ a result, ~~our management may not be able to adequately ascertain or assess all of~~ the ~~significant~~target business ~~risk~~with ~~factors.~~which ~~Accordingly,~~we ~~any~~enter ~~holders~~into ~~who~~our ~~choose~~initial ~~to retain their securities following the~~ business combination ~~could~~may ~~suffer~~not ~~a reduction in the value of their securities. Such holders are unlikely to~~ have aattributes ~~remedy~~entirely ~~for~~consistent ~~such~~with ~~reduction~~our ingeneral ~~value.~~criteria and guidelines.

32Although 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 applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

~~Table~~We are not required to obtain an opinion from an investment banking firm or another independent entity, 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 ~~Contents~~view.

~~Unlike~~Unless we ~~some~~complete ~~other~~our ~~similarly~~initial ~~structured~~business ~~blank~~combination ~~check~~with ~~companies~~an affiliated entity, ~~our~~we ~~sponsor~~are ~~will~~not ~~receive~~required ~~additional~~to ~~Class A~~obtain ~~ordinary~~an ~~shares~~opinion iffrom an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions that the price we ~~issue~~are ~~shares~~paying is fair to ~~consummate~~our anshareholders ~~initial~~from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.

The founder shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to liquidating distributions from the trust account if we do not consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon the completion of our initial public offering, plus (ii) the total number of Class A ordinary shares issued, deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued by the company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued or to be issued to any seller in the initial business combination and any private placement warrants issued to our sponsor, its affiliates or any members of our management team upon conversion of working capital loans, unless the holders of a majority of the then-outstanding Class B ordinary shares agree to waive such adjustment with respect to such issuance or deemed issuance at the time thereof. In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly structured blank check companies in which initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination. 30

We domay ~~not~~issue ~~have~~additional aClass ~~specified~~A ~~maximum~~ordinary shares ~~redemption~~or ~~threshold.~~preference ~~The~~shares ~~absence~~to complete our initial business combination or under an employee incentive plan after the completion of ~~such~~our initial abusiness ~~redemption~~combination. ~~threshold~~We may ~~make~~also itissue ~~possible~~Class ~~for~~A usordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one ~~complete~~at the time of our initial business combination ~~with~~as ~~which~~ a ~~substantial~~result ~~majority~~of the anti-dilution provisions contained in our third amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders doand ~~not~~likely ~~agree.~~present other risks.

Our ~~second~~third amended and restated memorandum and articles of association ~~provides~~authorizes athe ~~specified~~issuance ~~maximum~~of ~~redemption~~up ~~threshold~~to 500,000,000 ~~except~~Class ~~that~~A inordinary ~~no event will we redeem our public~~ shares, inpar anvalue ~~amount~~$0.0001 ~~that~~per ~~would~~share, 50,000,000 ~~cause~~Class ~~our~~B ~~net~~ordinary ~~tangible~~shares, ~~assets~~par tovalue be$0.0001 ~~less~~per ~~than~~share, $and 5,000,~~001~~000 ~~(so~~preference ~~that~~shares, wepar dovalue ~~not~~$0.0001 ~~then~~per ~~become subject to the SEC’s “penny stock” rules)~~share. As aof December ~~result~~31, we2023, ~~may~~there beare ~~able~~497,785,141 toand ~~complete~~42,500,000 ~~our~~authorized ~~initial~~but ~~business~~unissued ~~combination~~share ~~even though a substantial majority~~ of our ~~public~~Class ~~shareholders~~A doordinary ~~not~~shares ~~agree with the transaction~~ and ~~have~~Class ~~redeemed~~B ordinary ~~their~~ shares or, ifwhich weamount ~~seek~~does ~~shareholder~~not ~~approval~~take ofinto ~~our~~account ~~initial~~shares ~~business~~reserved ~~combination~~for ~~and~~issuance doupon ~~not~~exercise ~~conduct~~of ~~redemptions~~outstanding inwarrants ~~connection~~or shares ~~with~~issuable ~~our~~upon ~~initial~~conversion ~~business~~of ~~combination pursuant to~~ the ~~tender~~Class ~~offer~~B ~~rules,~~ordinary ~~have entered into privately negotiated agreements to sell their~~ shares ~~to our sponsor~~, ~~officers,~~if ~~directors, advisors or their affiliates~~any. InThe ~~the~~Class ~~event~~B ~~the~~ordinary ~~aggregate~~shares ~~cash~~will ~~consideration~~automatically weconvert ~~would~~into Class beA ~~required~~ordinary toshares ~~pay~~(which ~~for~~such ~~all~~ Class A ordinary shares ~~that~~delivered ~~are~~upon ~~validly~~conversion ~~submitted~~will ~~for~~not have redemption ~~plus~~rights ~~any~~or ~~amount~~be ~~required~~ entitled to ~~satisfy~~liquidating ~~cash~~distributions ~~conditions~~from ~~pursuant~~the totrust ~~the~~account ~~terms~~if ofwe ~~the~~do ~~proposed~~not consummate an initial business combination) ~~exceed~~at the ~~aggregate~~time ~~amount~~ of ~~cash~~our initial ~~available to us, we will not complete the~~ business combination or ~~redeem~~earlier ~~any~~at ~~shares,~~the ~~all~~option ~~Class A~~of ~~ordinary~~the ~~shares~~holders ~~submitted~~thereof ~~for~~as ~~redemption~~described ~~will~~herein beand ~~returned~~in toour ~~the~~third ~~holders~~amended ~~thereof,~~and restated memorandum and wearticles ~~instead~~of ~~may~~association. ~~search~~There ~~for~~are anno ~~alternate~~preference ~~business~~shares ~~combination.~~issued and outstanding.

InWe ~~order~~may issue a substantial number of additional Class A ordinary shares or preference shares to ~~effectuate~~complete our initial business combination or under an employee incentive plan after the completion of our initial business combination,. ~~blank~~We ~~check~~may ~~companies~~also ~~have,~~issue Class A ordinary shares in ~~the~~connection ~~recent~~with ~~past,~~our ~~amended~~redeeming ~~various~~the ~~provisions~~warrants or upon conversion of ~~their~~the ~~charters~~Class ~~and~~B ~~other~~ordinary ~~governing~~shares ~~instruments,~~at ~~including~~a ~~their~~ratio ~~warrant~~greater ~~agreements.~~than Weone-to-one ~~cannot~~at ~~assure~~the ~~you~~time ~~that~~of weour ~~will~~initial ~~not~~business ~~seek~~combination toas a ~~amend~~result of the anti-dilution provisions as set forth herein. However, our ~~second~~third amended and restated memorandum and articles of association provides, oramong ~~governing~~other ~~instruments~~things, that prior to or in aconnection ~~manner~~with our initial business combination, we may not issue additional shares that ~~will~~would ~~make~~entitle itthe ~~easier~~holders ~~for~~thereof usto (i) receive funds from the trust account or (ii) vote on any initial business combination or on any other proposal presented to ~~complete~~shareholders ~~our~~prior to or in connection with the completion of an initial business combination. ~~that~~These provisions of our ~~shareholders~~third amended and restated memorandum and articles of association, like all provisions of our third amended and restated memorandum and articles of association, may ~~not~~be ~~support~~amended with a shareholder vote. The issuance of additional ordinary or preference shares:

In● ~~order~~may tosignificantly ~~effectuate~~dilute ~~a business combination, blank check companies have, in~~ the ~~recent~~equity ~~past,~~interest ~~amended various provisions~~ of ~~their~~investors ~~charters~~in ~~and~~our governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds, extended the time to consummate an initial ~~business~~public ~~combination and~~offering, ~~with~~which ~~respect~~dilution towould ~~their~~increase ~~warrants,~~if ~~amended their warrant agreements to require~~ the warrants to be exchanged for cash and/or other securities. Amending our second amended and restated memorandum and articles of association requires at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least twoanti-~~thirds~~dilution ofprovisions ~~our~~in ~~ordinary shares who attend and vote at a general meeting of~~ the company, 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 second amended and restated 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 second amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A B ordinary shares ~~the~~resulted ~~right to have their shares redeemed~~ in ~~connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from~~ the ~~closing~~issuance of ~~our initial public offering or during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our~~ Class A ordinary shares. Toon ~~the~~a ~~extent~~greater ~~any~~than ~~of such amendments would be deemed~~ one-to-one ~~fundamentally~~basis ~~change~~upon ~~the~~conversion ~~nature~~ of ~~any of~~ the ~~securities~~Class ~~offered~~B ~~through~~ordinary ~~our initial public offering, we would register, or seek an exemption from registration for, the affected securities.~~ shares;

33● 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;

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

~~Our~~● ~~sponsor~~may ~~controls~~have athe ~~substantial~~effect ~~interest~~of indelaying usor ~~and~~preventing ~~thus~~a ~~may~~change ~~exert~~of acontrol ~~substantial~~of ~~influence~~us onby ~~actions~~diluting ~~requiring~~the ashare ~~shareholder~~ownership ~~vote,~~or ~~potentially~~voting inrights of a ~~manner~~person ~~that~~seeking ~~you~~to doobtain ~~not~~control ~~support.~~of us;

~~Our~~● ~~initial~~may ~~shareholders~~adversely ~~own,~~affect onprevailing anmarket ~~as-converted~~prices ~~basis,~~for ~~20% of~~ our ~~issued and outstanding ordinary shares below: On February 14~~units, 2023, we held an extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), where the shareholders approved a proposal (the “Trust Amendment Proposal”) to amend our investment management trust agreement, dated as of February 11, 2021 (the “IMTA”), by and between us and Continental Stock Transfer (“CST”), to extend the date by which the we have to consummate a business combination from February 17, 2023 to February 17, 2024 or such earlier date as is determined by our board of directors (such date, the “Extended Date”). In connection with the vote, the holders of 27,785,141 Class A ordinary shares of the Company properly exercised their right to redeem their shares. Accordingly, our initial shareholder currently own, on an as-converted basis, approximately 77.2% of our outstanding ordinary shares. 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 second amended and ~~restated memorandum and articles of association. If our sponsor purchases any units in our initial public offering~~ /or ifwarrants; our sponsor purchases any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase its control. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were elected by our sponsor, is divided into three classes, each of which generally serves for a term of three years with only one class of directors being appointed in each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our sponsor, because of its ownership position, will control the outcome, as only holders of our Class B ordinary shares have the right to vote on the appointment of directors and to remove directors prior to our initial business combination. Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

~~After~~● ~~our~~may ~~initial~~not ~~business~~result ~~combination,~~in itadjustment isto ~~possible that a majority of our officers and directors will live outside~~ the ~~U.S.~~exercise ~~and~~price ~~all~~ of our ~~assets will be located outside the U~~warrants.~~S.; therefore, investors may not be able to enforce federal securities laws or their other legal rights.~~

It is possible that after our initial business combination, a majority of our officers and directors will reside outside of the U.S. and all of our assets will be located outside of the U.S. As a result, it may be difficult, or in some cases not possible, for investors in the U.S. to enforce their legal rights, to effect service of process upon all of our officers or directors or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our officers and directors under U.S. laws. 31

~~You~~Resources could ~~will~~be wasted in researching acquisitions that are not becompleted, ~~entitled~~which tocould ~~protections~~materially ~~normally~~adversely ~~afforded~~affect subsequent attempts to ~~investors~~locate and ofacquire ~~many~~or ~~other~~merge ~~blank~~with ~~check~~another ~~companies~~business. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

~~Since~~We anticipate that the ~~net~~investigation ~~proceeds~~ of ~~our~~each ~~initial~~specific ~~public~~target ~~offering~~business and the ~~sale~~negotiation, ofdrafting ~~the~~and ~~private~~execution ~~placement~~of ~~warrants~~relevant ~~are~~agreements, disclosure ~~intended~~documents, toand beother ~~used~~instruments towill ~~complete~~require ansubstantial ~~initial~~management ~~business~~time ~~combination~~and ~~with~~attention aand ~~target~~substantial ~~business~~costs ~~that~~for ~~has~~accountants, attorneys ~~not~~and ~~been~~others. ~~selected,~~If we ~~may~~decide benot ~~deemed~~ to becomplete a ~~“blank~~specific ~~check”~~initial ~~company~~business ~~under~~combination, the ~~U.S.~~costs ~~securities~~incurred ~~laws.~~up ~~However,~~to ~~because~~that wepoint ~~have~~for ~~net~~the proposed ~~tangible~~transaction ~~assets~~likely inwould ~~excess~~not ofbe $5recoverable. Furthermore,~~000,001~~ ~~upon~~if ~~the~~we ~~completion~~reach ofan ~~our~~agreement ~~initial~~relating ~~public~~to ~~offering~~a ~~and~~specific ~~the~~target ~~sale~~business, ofwe may ~~the~~fail ~~private~~to ~~placement~~complete ~~warrants~~our ~~and~~initial webusiness ~~filed~~combination afor ~~Current~~any ~~Report~~number onof ~~Form~~reasons ~~8-K,~~ including anthose ~~audited~~beyond ~~balance~~our ~~sheet~~control. ~~demonstrating~~Any ~~this~~such ~~fact,~~event wewill result ~~are~~in ~~exempt~~a ~~from~~loss ~~rules~~to ~~promulgated~~us byof the ~~SEC~~related tocosts ~~protect investors in blank check companies~~incurred, ~~such~~which ascould ~~Rule~~materially ~~419.~~adversely ~~Accordingly,~~affect ~~investors~~subsequent ~~will~~attempts ~~not~~to belocate ~~afforded~~and ~~the benefits~~ acquire or ~~protections~~merge ofwith ~~those~~another ~~rules~~business. ~~Among~~If ~~other things, this means that since our units were immediately tradable,~~ we have anot ~~longer~~consummated ~~period of time to complete~~ our initial business combination ~~than~~within dothe ~~companies~~required ~~subject~~time ~~to Rule 419. Moreover~~period, if our ~~initial~~ public shareholders ~~offering~~may ~~were~~receive ~~subject~~only toapproximately ~~Rule~~$10.00 ~~419,~~per ~~that~~public ~~rule~~share, ~~would~~or ~~have~~less ~~prohibited~~in ~~the~~certain ~~release~~circumstances, ~~of any interest earned~~ on ~~funds~~the ~~held~~liquidation inof ~~the~~our trust account ~~to us unless~~ and ~~until the funds in the trust account were released to us in connection with~~ our ~~completion~~warrants ofwill anexpire ~~initial business combination~~worthless.

34Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources and increase the time and costs of completing an acquisition.

~~Table~~Section 404 of ~~Contents~~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, 2023. 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. 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 the adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

~~Subsequent~~We may tohave ~~our~~a ~~completion~~limited ofability ~~our~~to ~~initial~~assess ~~business~~the ~~combination,~~management weof ~~may~~a beprospective ~~required~~target tobusiness ~~take~~and, ~~write-downs~~as ora ~~write-offs or incur restructuring~~result, ~~impairment~~may oraffect ~~other~~our ~~charges~~initial ~~that~~business combination ~~could~~with ~~have~~ a ~~significant~~target ~~negative~~business ~~effect~~whose onmanagement ~~our~~may ~~financial~~not ~~condition,~~have ~~results of operations and~~ the ~~price~~skills, ~~of our securities~~qualifications, ~~which~~or ~~could~~abilities ~~cause you~~ to ~~lose~~manage ~~some~~a orpublic ~~all of your investment~~company.

~~Even~~When evaluating ifthe wedesirability ~~conduct~~of ~~extensive~~effecting ~~due~~our ~~diligence~~initial ~~on a target~~ business ~~with~~combination ~~which we combine, we cannot assure you that this diligence will identify all material issues~~ with a ~~particular~~prospective target business, ~~that~~our itability ~~would be possible~~ to ~~uncover~~assess ~~all material issues through a customary amount of due diligence, or that factors outside of~~ the target business’s ~~and~~management ~~outside~~may ofbe ~~our~~limited ~~control~~due ~~will~~to ~~not later arise. As~~ a ~~result~~lack of ~~these factors~~time, ~~we may be forced to later write-down or write-off assets~~resources, ~~restructure our operations,~~ or ~~incur impairment or other charges that could result in our reporting losses~~information. ~~Even~~Our ifassessment ~~our~~of ~~due~~the ~~diligence~~capabilities of ~~successfully~~the ~~identifies~~target ~~certain~~business’s ~~risks~~management, ~~unexpected~~therefore, ~~risks~~ may ~~arise~~prove ~~and~~to ~~previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may~~ be ~~non-cash~~incorrect ~~items~~ and ~~may~~such ~~not~~management ~~have~~may anlack ~~immediate~~the ~~impact on our liquidity~~skills, ~~the~~qualifications or ~~fact~~abilities ~~that~~ we ~~report~~suspected. ~~charges~~Should ofthe ~~this~~target ~~nature~~business’s ~~could~~management ~~contribute~~not topossess ~~negative~~the ~~market~~skills, ~~perceptions about us or our securities. In addition~~qualifications, ~~charges of this nature may cause us to violate net worth~~ or ~~other~~abilities ~~covenants~~ necessary to ~~which~~manage wea ~~may~~public becompany, ~~subject~~the asoperations aand ~~result~~profitability of ~~assuming~~the ~~pre~~post-~~existing~~combination ~~debt held by a target~~ business ormay bybe ~~virtue~~negatively ~~of our obtaining post-combination debt financing~~impacted. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value, 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 such holders, or if they are able to successfully bring a private claim under the securities laws that the tender offer materials or proxy statement related to our initial business combination contained an actionable material misstatement or material omission.

IfWe may ~~third~~issue ~~parties~~notes ~~bring~~or ~~claims~~other ~~against~~debt ussecurities, ~~the~~or ~~proceeds~~otherwise ~~held~~incur insubstantial ~~the~~debt, ~~trust~~to ~~account~~complete ~~could~~a bebusiness ~~reduced~~combination, ~~and~~which ~~the~~may ~~per-share~~adversely affect ~~redemption~~our ~~amount~~leverage ~~received~~and byfinancial ~~shareholders~~condition ~~may~~and bethus ~~less~~negatively ~~than~~impact ~~$10.00~~the ~~per~~value ~~public~~of ~~share.~~our shareholders’ investment in us.

~~Our placing of funds in the trust account may not protect those funds from third-party claims against us.~~ Although we ~~will seek to~~ have ~~all~~no ~~vendors,~~commitments ~~service~~as ~~providers,~~of ~~prospective~~the ~~target~~date ~~businesses~~of ~~and~~this ~~other~~Report ~~entities~~to ~~with~~issue ~~which~~any wenotes door ~~business~~other ~~execute~~debt ~~agreements with us waiving any right~~securities, ~~title, interest~~ or ~~claim~~to ofotherwise ~~any~~incur ~~kind~~outstanding indebt following orour toinitial ~~any~~public ~~monies~~offering, ~~held~~we inmay ~~the~~choose ~~trust~~to ~~account~~incur ~~for~~substantial ~~the~~debt ~~benefit~~to ofcomplete our ~~public~~initial ~~shareholders,~~business ~~such~~combination. ~~parties~~We ~~may~~and ~~not~~our officers ~~execute~~and ~~such~~directors ~~agreements,~~have oragreed ~~even~~that ifwe ~~they~~will ~~execute~~not ~~such~~incur ~~agreements,~~any ~~they~~indebtedness ~~may~~unless ~~not~~we behave ~~prevented~~obtained from ~~bringing claims against~~ the ~~trust~~lender ~~account,~~a ~~including,~~waiver ~~but~~of ~~not~~any ~~limited to~~right, title, ~~fraudulent induacement~~interest, ~~breach of fiduciary responsibility~~ or ~~other~~claim ~~similar claims, as well as claims challenging the enforceability~~ of ~~the~~any ~~waiver,~~kind in ~~each~~or ~~case in order~~ to ~~gain advantage with respect to a claim against our assets, including~~ the ~~funds~~monies held in the trust account. IfAs ~~any~~such, ~~third-party~~no ~~refuses~~issuance toof ~~execute~~debt anwill ~~agreement~~affect ~~waiving~~the ~~such~~per-share amount ~~claims~~available tofor ~~the~~redemption ~~monies~~from ~~held in~~ the trust account. Nevertheless, ~~our~~the ~~management~~incurrence ~~will perform an analysis~~ of ~~the~~debt ~~alternatives~~could ~~available~~have ~~to it and will only enter into an agreement with~~ a ~~third-party~~variety ~~that~~of ~~has~~negative ~~not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.~~ effects, including:

~~Examples~~● ofdefault 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~~foreclosure ~~not~~on ~~seek recourse against the trust account for any reason. Upon redemption of~~ our ~~public~~assets ~~shares,~~ if weour ~~have~~operating ~~not~~revenues ~~consummated~~after an initial business combination ~~within~~are 24insufficient ~~months from the closing of our initial public offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required~~ to ~~provide~~repay for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held in the trust account, due to claims of such creditors. Pursuant to a letter agreement, our ~~sponsor~~debt has agreed that it will be liable to us if and to the extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. ;

35 32

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

~~However,~~● ~~we have not asked~~ our ~~sponsor~~immediate topayment ~~reserve~~of ~~for~~all ~~such~~principal ~~indemnification obligations nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations,~~ and weaccrued ~~believe that our sponsor’s only assets are securities of our company. Therefore~~interest, weif ~~cannot assure you that our sponsor would be able to satisfy those obligations. As a result~~any, if ~~any such claims were successfully made against~~ the ~~trust~~debt ~~account,~~is ~~the~~payable ~~funds~~on 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. demand;

~~Our~~● ~~directors~~our ~~may~~inability ~~decide not~~ to ~~enforce~~obtain ~~the~~necessary ~~indemnification~~additional ~~obligations~~financing ofif ~~our~~the ~~sponsor,~~debt ~~resulting~~contains incovenants arestricting ~~reduction~~our inability ~~the~~to ~~amount~~obtain ofsuch ~~funds~~financing inwhile the ~~trust~~debt ~~account~~is ~~available for distribution to our public shareholders.~~ outstanding;

In● ~~the~~our ~~event~~inability that the proceeds in the trust account are reduced below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share due to ~~reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to~~ pay ~~our~~dividends tax obligations, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our ~~behalf~~Class ~~against~~A ~~our~~ordinary sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public shareholders may be reduced below $10.00 per public share. shares;

~~If,~~● ~~after~~using wea ~~distribute~~substantial ~~the~~portion ~~proceeds~~of ~~in the trust account to~~ our ~~public~~cash ~~shareholders,~~flow ~~we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, a bankruptcy or insolvency court may seek~~ to ~~recover~~pay ~~such~~principal ~~proceeds,~~ and ~~the~~interest ~~members~~on of our ~~board~~debt, ofwhich ~~directors~~will ~~may~~reduce bethe ~~viewed~~funds asavailable ~~having~~for ~~breached~~dividends ~~their~~on ~~fiduciary duties to~~ our ~~creditors,~~Class ~~thereby~~A ~~exposing~~ordinary ~~the~~shares ~~members~~if ofdeclared, ~~our~~expenses, ~~board~~capital ofexpenditures, ~~directors~~acquisitions and usother togeneral ~~claims~~corporate ~~of punitive damages.~~ purposes;

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

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

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

~~If,~~We may ~~before~~only ~~distributing~~be ~~the~~able ~~proceeds~~to incomplete ~~the~~one ~~trust~~business ~~account~~combination towith ~~our~~the ~~public~~proceeds ~~shareholders,~~of weour ~~file~~initial apublic ~~bankruptcy~~offering orand ~~winding-up~~the ~~petition~~sale orof anthe ~~involuntary~~private ~~bankruptcy~~placement warrants, orwhich ~~winding-up~~will ~~petition~~cause ~~is filed against~~ us ~~that~~to isbe ~~not~~solely ~~dismissed,~~dependent ~~the~~on ~~claims~~a ofsingle ~~creditors~~business inthat ~~such proceeding~~ may have ~~priority~~a ~~over~~limited ~~the~~number ~~claims~~ of ~~our~~products ~~shareholders~~or ~~and~~services. ~~the~~This lack ~~per-share~~of ~~amount~~diversification ~~that~~may ~~would~~negatively ~~otherwise~~impact ~~be received by~~ our ~~shareholders~~operations inand ~~connection with our liquidation may be reduced~~profitability.

~~If,~~The net ~~before distributing the~~ proceeds infrom ~~the trust account to~~ our initial public ~~shareholders,~~offering we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the 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~~sale of ~~third parties with priority over~~ the ~~claims~~private ofplacement ~~our~~warrants ~~shareholders.~~provided Tous ~~the extent any bankruptcy claims deplete the trust account~~$300,000,000 ~~the per-share amount~~ that ~~would~~we ~~otherwise~~may beuse to ~~received~~complete by our ~~shareholders~~initial inbusiness ~~connection with our liquidation may be reduced~~combination.

~~Because~~We may weeffectuate ~~are~~our ~~neither~~initial ~~limited~~business tocombination ~~evaluating~~with a single-target business inor multiple-target businesses simultaneously or within a ~~particular~~short ~~industry~~period ~~sector~~of ~~nor~~time. ~~have~~However, we ~~selected~~may ~~any~~not ~~specific~~be able to effectuate our initial business combination with more than one target ~~businesses~~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 ~~which~~the toSEC ~~pursue~~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, ~~you~~our ~~will~~lack of diversification may subject us to numerous economic, competitive, and regulatory developments. Further, we would not be ~~unable~~able to ~~ascertain~~diversify our operations or benefit from the ~~merits~~possible orspreading of risks or offsetting of ~~any~~losses, ~~particular~~unlike ~~target~~other entities that may have the resources to complete several business’s ~~operations~~combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

We● may pursue business combination opportunities in any sector, except that we are not, under our second amended and restated memorandum and articles of association, permitted to effectuate our initial business combination solely ~~with~~dependent ~~another~~upon ~~blank check company or similar company with nominal operations. Because we have not yet selected any specific target business with respect to a business combination, there is no basis to evaluate~~ the ~~possible~~performance ~~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~~single ~~unstable~~ business ~~or an entity lacking an established record of sales or earnings~~, weproperty ~~may be affected by the risks inherent in the business and operations of a financially unstable~~ or aasset; ~~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 holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

~~Although~~● wedependent ~~have~~upon ~~identified~~the ~~general~~development ~~criteria~~or ~~and~~market ~~guidelines~~acceptance ~~that~~of ~~we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with~~ a ~~target~~single ~~that~~or ~~does~~limited ~~not~~number ~~meet~~of ~~such criteria and guidelines~~products, ~~and,~~processes asor ~~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~~services.

~~Although~~This lack 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~~diversification ~~positive~~may ~~attributes.~~subject Ifus weto ~~complete~~numerous ~~our initial business combination with a target that does not meet some or all of these guidelines~~economic, ~~such~~competitive ~~combination may not be as successful as a combination with a business that does meet all of our general criteria~~ and ~~guidelines.~~regulatory ~~In addition~~risks, ifany weor ~~announce~~all ~~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~~substantial adverse ~~net~~impact ~~worth~~upon ~~or a certain amount of cash. In addition, if shareholder approval of~~ the ~~transaction~~particular isindustry ~~required~~in bywhich ~~applicable law or stock exchange listing requirements, or~~ we ~~decide to obtain shareholder approval for business or other reasons, it~~ may beoperate ~~more~~subsequent ~~difficult for us~~ to ~~attain shareholder approval of~~ our initial business combination ~~if the target business does not meet our general criteria and guidelines~~. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

37 33

~~Table~~We ofmay ~~Contents~~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.

WeIf we determine to simultaneously acquire several businesses that are ~~not~~owned ~~required~~by different sellers, we will need for each of such sellers to ~~obtain~~agree anthat ~~opinion~~our ~~from~~purchase anof ~~investment~~its ~~banking~~business ~~firm~~is orcontingent on ~~another~~the ~~independent~~simultaneous ~~entity,~~closings ~~and~~of ~~consequently~~the other business combinations, ~~you~~which may ~~have~~make noit ~~assurance~~more ~~from~~difficult anfor ~~independent~~us, ~~source~~and ~~that~~delay ~~the~~our ~~price~~ability to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are ~~paying~~multiple ~~for~~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 iswe ~~fair~~are unable to ~~our~~adequately ~~shareholders~~address ~~from~~these arisks, ~~financial~~it ~~point~~could negatively impact our profitability and results of ~~view~~operations.

~~Unless~~We wemay attempt to complete our initial business combination with ~~an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that is~~ a ~~member~~private ofcompany ~~FINRA~~about orwhich ~~another~~little ~~independent~~information ~~entity that commonly renders valuation opinions that the price we are paying~~ is ~~fair~~available, towhich ~~our~~may ~~shareholders~~result ~~from~~in a ~~financial~~business combination ~~point~~with ofa ~~view.~~company Ifthat ~~no opinion~~ is ~~obtained,~~not ~~our~~as ~~shareholders~~profitable ~~will~~as bewe ~~relying on the judgment of our board of directors~~suspected, ~~who~~if ~~will~~at ~~determine fair market value based on standards generally accepted by the financial community~~all. ~~Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.~~

WeIn ~~may~~pursuing ~~issue~~our ~~additional~~acquisition ~~Class A~~strategy, ~~ordinary~~we ~~shares~~may ~~or preference shares~~ seek to ~~complete~~effectuate our initial business combination orwith ~~under~~a anprivately ~~employee~~held ~~incentive plan after the completion of our initial business combination~~company. WeVery ~~may~~little ~~also~~public ~~issue~~information ~~Class A~~generally ~~ordinary~~exists ~~shares~~about ~~upon~~private companies, ~~the~~and ~~conversion~~we ofcould ~~the~~be ~~founder~~required ~~shares~~to atmake aour ~~ratio~~decision ~~greater~~on ~~than~~whether ~~one-~~to~~-one~~ atpursue ~~the~~a ~~time~~potential ~~of our~~ initial business combination ason athe ~~result~~basis of limited ~~the~~information, ~~anti-dilution~~which ~~provisions~~may ~~contained~~result in ~~our~~a ~~second~~business ~~amended~~combination ~~and~~with ~~restated~~a ~~memorandum~~company ~~and~~that ~~articles~~is ofnot ~~association.~~as ~~Any~~profitable ~~such~~as ~~issuances~~we ~~would~~suspected, ~~dilute~~if ~~the~~at ~~interest of our shareholders and likely present other risks~~all.

~~Our~~Because ~~second~~we ~~amended~~must furnish and restated memorandum and articles of association authorizes the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. As of March 31, 2023, there are 497,785,141 and 42,500,000 authorized but unissued shares of our ~~Class A~~shareholders ~~ordinary~~with ~~shares~~target ~~and~~business ~~Class B~~financial ~~ordinary shares~~statements, ~~which~~we ~~amount~~may ~~does~~lose ~~not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of~~ the ~~Class B~~ability ordinary shares, if any. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have redemption rights or be entitled to ~~liquidating~~complete ~~distributions from the trust account if we do not consummate~~ an ~~initial~~otherwise ~~business~~advantageous ~~combination) at the time of our~~ initial business combination orwith ~~earlier~~some atprospective ~~the~~target ~~option of the holders thereof as described herein and in our second amended and restated memorandum and articles of association~~businesses. ~~There are no preference shares issued and outstanding.~~

WeThe ~~may~~federal ~~issue~~proxy arules ~~substantial~~require ~~number~~that ofa ~~additional~~proxy ~~Class A~~statement with ~~ordinary~~respect ~~shares or preference shares~~ to ~~complete~~a ~~our~~vote ~~initial~~on a business combination ormeeting ~~under~~certain anfinancial ~~employee~~significance ~~incentive~~tests ~~plan~~include ~~after~~historical ~~the~~and/or ~~completion~~pro offorma ~~our~~financial statement ~~initial~~disclosure ~~business~~in ~~combination~~periodic reports. We ~~may~~will ~~also~~include ~~issue~~the ~~Class A~~same ~~ordinary~~financial ~~shares~~statement disclosure in connection with our ~~redeeming~~tender ~~the~~offer documents, ~~warrants~~whether or ~~upon~~not ~~conversion~~they ofare ~~the~~required ~~Class B~~under ~~ordinary shares at a ratio greater than one-to-one at~~ the ~~time~~tender ofoffer ~~our~~rules. ~~initial~~These ~~business~~financial ~~combination~~statements asmay abe ~~result~~required ofto ~~the~~be ~~anti-dilution~~prepared ~~provisions~~in accordance aswith, ~~set~~or ~~forth~~be ~~herein.~~reconciled ~~However~~to, ~~our~~US ~~second~~GAAP ~~amended~~or ~~and~~international ~~restated~~financial ~~memorandum~~reporting ~~and~~standards ~~articles~~as ofissued ~~association~~by ~~provides,~~the ~~among~~International ~~other~~Accounting Standards ~~things~~Board, ~~that~~or ~~prior~~IFRS, todepending oron inthe ~~connection~~circumstances ~~with~~and ~~our~~the ~~initial~~historical ~~business~~financial ~~combination,~~statements we may ~~not~~be ~~issue~~required ~~additional~~to ~~shares~~be ~~that~~audited ~~would~~in ~~entitle~~accordance with the ~~holders~~standards ~~thereof~~of tothe ~~(i) receive~~Public ~~funds~~Company ~~from~~Accounting ~~the~~Oversight ~~trust~~Board ~~account or~~ (iiUnited States) ~~vote~~, ~~on any initial business combination~~ or onPCAOB. ~~any~~These ~~other~~financial ~~proposal~~statement ~~presented~~requirements may tolimit ~~shareholders prior to or in connection with~~ the ~~completion~~pool of anpotential ~~initial~~target ~~business~~businesses ~~combination.~~we ~~These~~may ~~provisions~~acquire ofbecause ~~our~~some ~~second~~targets ~~amended~~may ~~and~~be ~~restated~~unable ~~memorandum~~to ~~and~~provide ~~articles~~such ofstatements ~~association,~~in ~~like~~time for ~~all~~us ~~provisions~~to ofdisclose ~~our~~such ~~second~~statements ~~amended~~in ~~and~~accordance ~~restated memorandum and articles of association, may be amended~~ with afederal ~~shareholder~~proxy ~~vote.~~rules ~~The~~and ~~issuance~~complete ofour ~~additional~~initial ~~ordinary~~business orcombination ~~preference~~within ~~shares:~~the prescribed timeframe.

•If ~~may~~we ~~significantly~~are ~~dilute~~deemed to ~~the~~be ~~equity~~an ~~interest~~investment ofcompany ~~investors~~under inthe ~~our~~Investment ~~initial~~Company ~~public offering~~Act, ~~which~~we ~~dilution~~may ~~would~~be ~~increase~~required ifto ~~the~~institute ~~anti-dilution~~burdensome ~~provisions~~compliance inrequirements ~~the~~and ~~Class~~our activities Bmay ~~ordinary~~be ~~shares~~restricted, ~~resulted~~which inmay ~~the~~make ~~issuance~~it ofdifficult ~~Class~~for Aus ~~ordinary shares on a greater than one-~~to~~-one~~ ~~basis~~complete ~~upon~~our ~~conversion~~initial ofbusiness ~~the Class B ordinary shares;~~combination.

•If ~~may~~we ~~subordinate~~are ~~the~~deemed ~~rights~~to ofbe ~~holders~~an ofinvestment ~~Class~~company Aunder the ~~ordinary~~Investment ~~shares~~Company ifAct, ~~preference shares are issued with rights senior to those afforded~~ our ~~Class~~activities Amay ~~ordinary~~be ~~shares;~~restricted, including:

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

38● restrictions on the issuance of securities,

~~Table~~each of ~~Contents~~which may make it difficult for us to complete our initial business combination. In addition, we may be subject to burdensome requirements, including:

•● ~~may~~registration ~~have~~as ~~the~~an ~~effect~~investment ofcompany ~~delaying~~with ~~or preventing a change of control of us by diluting~~ the ~~share ownership or voting rights of a person seeking to obtain control of us~~SEC;

•● ~~may~~adoption ~~adversely~~of ~~affect~~a ~~prevailing~~specific ~~market~~form ~~prices~~of ~~for~~corporate ~~our units, Class A ordinary shares and/or warrants~~structure; and

•● ~~may~~reporting, ~~not~~record ~~result~~keeping, invoting, ~~adjustment~~proxy toand ~~the~~disclosure ~~exercise~~requirements ~~price~~and ofother ~~our~~rules ~~warrants~~and regulations that we are currently not subject to.

Resources could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. 34

WeIn ~~anticipate~~order ~~that~~not ~~the~~to ~~investigation~~be ofregulated ~~each~~as ~~specific~~an ~~target~~investment company ~~business~~under ~~and~~ the ~~negotiation,~~Investment ~~drafting~~Company ~~and execution of relevant agreements~~Act, ~~disclosure~~unless ~~documents,~~we ~~and~~can ~~other~~qualify ~~instruments will require substantial management time and attention and substantial costs~~ for ~~accountants~~an exclusion, ~~attorneys~~we ~~and~~must ~~others.~~ensure Ifthat we ~~decide~~are ~~not~~engaged toprimarily ~~complete~~in a ~~specific initial~~ business other ~~combination~~than investing, ~~the~~reinvesting ~~costs~~or ~~incurred~~trading upof tosecurities and that ~~point~~our ~~for~~activities ~~the~~do ~~proposed transaction likely would~~ not beinclude ~~recoverable.~~investing, ~~Furthermore~~reinvesting, ifowning, weholding or ~~reach~~trading an“investment ~~agreement~~securities” ~~relating~~constituting tomore athan ~~specific~~40% ~~target~~of ~~business, we may fail to complete~~ our ~~initial~~assets ~~business~~(exclusive ~~combination~~of ~~for~~U.S. ~~any~~government ~~number~~securities ofand ~~reasons~~cash items) ~~including~~on ~~those~~an ~~beyond~~unconsolidated ~~our control~~basis. ~~Any~~Our ~~such~~business ~~event~~is ~~will result in a loss~~ to usidentify ofand ~~the~~complete ~~related~~a ~~costs~~business ~~incurred,~~combination ~~which~~and ~~could~~thereafter ~~materially adversely affect subsequent attempts~~ to ~~locate~~operate ~~and~~the ~~acquire~~post-transaction business or ~~merge~~assets ~~with~~for ~~another~~the ~~business~~long term. IfWe wedo ~~have~~ not ~~consummated~~plan ~~our~~to ~~initial~~buy ~~business~~businesses ~~combination~~or ~~within~~assets ~~the~~with ~~required~~a ~~time~~view ~~period,~~to ~~our~~resale ~~public~~or ~~shareholders~~profit ~~may~~from ~~receive~~their ~~only approximately $10~~resale.00 ~~per~~We do ~~public~~not ~~share,~~plan orto ~~less~~buy inunrelated ~~certain~~businesses ~~circumstances,~~or onassets ~~the~~or ~~liquidation~~to ofbe ~~our~~a ~~trust~~passive ~~account and our warrants will expire worthless~~investor.

~~Compliance~~We ~~obligations~~do ~~under~~not believe that our principal activities subjects us to the ~~Sarbanes-Oxley~~Investment Company Act. To this end, the proceeds held in the trust account may ~~make~~only itbe ~~more~~invested ~~difficult~~in ~~for~~United usStates to“government securities” ~~effectuate~~within the meaning of Section 2(a)(16) ~~business~~of ~~combination~~the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, ~~require~~the ~~substantial~~trustee ~~financial~~is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and ~~management~~by ~~resources~~having a business plan targeted at acquiring and ~~increase~~growing businesses for the long ~~time~~term (rather than buying and ~~costs~~selling businesses in the manner of ~~completing~~a merchant bank or private equity fund), we intend to avoid being deemed an ~~acquisition.~~“investment company” within the meaning of the Investment Company Act.

~~Section 404~~An ofinvestment ~~the~~in ~~Sarbanes-Oxley~~our ~~Act~~securities ~~requires~~is ~~that~~not weintended for ~~evaluate~~persons ~~and~~who ~~report~~are seeking a return on ~~our~~investments ~~system~~in ofgovernment ~~internal~~securities ~~controls~~or ~~beginning~~investment ~~with~~securities. ~~our~~The ~~Annual~~trust ~~Report~~account onis ~~Form~~intended ~~10-K~~as a holding place for funds pending the ~~year~~earliest ~~ended~~to ~~December 31,~~occur ~~2022.~~of ~~Only~~either: in(i) the ~~event~~completion weof ~~are~~our ~~deemed~~initial tobusiness becombination; (ii) the redemption of any public shares properly tendered in connection with a ~~large~~shareholder ~~accelerated~~vote ~~filer~~to oramend anour ~~accelerated~~third ~~filer~~amended and norestated ~~longer~~memorandum ~~qualify~~and asarticles of anassociation ~~emerging~~(A) ~~growth~~to ~~company~~modify ~~will~~the wesubstance beor ~~required~~timing of our obligation to ~~comply~~provide ~~with~~holders of our Class A ordinary shares the ~~independent~~right ~~registered~~to have ~~public~~their ~~accounting~~shares ~~firm~~redeemed ~~attestation~~in ~~requirement~~connection onwith our ~~internal~~initial ~~control~~business ~~over~~combination ~~financial~~or ~~reporting.~~to ~~The~~redeem ~~fact~~100% ~~that~~of our public shares if we ~~are~~do anot ~~blank~~complete our ~~check~~initial ~~company~~business ~~makes~~combination ~~compliance~~within ~~with~~24 months from the ~~requirements~~closing of ~~the~~our ~~Sarbanes-Oxley~~initial ~~Act~~public ~~particularly~~offering ~~burdensome~~or onduring usany asextension ~~compared~~period or (B) with respect to any other ~~public~~provision ~~companies~~relating ~~because~~to athe ~~target~~rights ~~business~~of ~~with~~holders ~~which~~of weour ~~seek~~Class toA ~~complete~~ordinary shares; or (iii) absent our completing an initial business combination ~~may~~within ~~not~~24 bemonths infrom ~~compliance~~the ~~with~~closing ~~the~~of ~~provisions~~our initial public offering or during any extension period, our return of the ~~Sarbanes-Oxley~~funds ~~Act~~held ~~regarding~~in the ~~adequacy~~trust account to our public shareholders as part of ~~its~~our ~~internal~~redemption ~~controls~~of the public shares. ~~The~~If ~~development~~we ofdo not invest the ~~internal~~proceeds ~~control~~as ofdiscussed ~~any~~above, ~~such~~we ~~entity~~may be deemed to ~~achieve~~be ~~compliance~~subject ~~with~~to the ~~Sarbanes-Oxley~~Investment Company Act. ~~may~~If ~~increase~~we were deemed to be subject to the Investment ~~time~~Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and ~~costs~~may ~~necessary~~hinder our ability to complete ~~any~~a ~~such~~business ~~acquisition~~combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

WeThe ~~may~~provisions ~~have~~of aour ~~limited~~third ~~ability~~amended toand restated ~~assess~~memorandum and articles of association that relate to the ~~management~~rights of aholders ~~prospective~~of ~~target~~our ~~business~~Class A ordinary shares (and, ascorresponding provisions of the trust agreement governing the release of funds from our trust account) may be amended with the approval of a ~~result~~special resolution, ~~may~~which ~~affect~~requires the approval of the holders of at least two-thirds of our ~~initial~~ordinary ~~business~~shares ~~combination~~who ~~with~~attend and vote at a ~~target~~general meeting ~~business~~of ~~whose~~the ~~management~~company, which is a lower amendment threshold than that of some other blank check companies. It may ~~not~~be ~~have~~easier ~~the~~for ~~skills~~us, ~~qualifications~~therefore, to oramend ~~abilities~~our third amended and restated memorandum and articles of association to ~~manage~~facilitate athe ~~public~~completion ~~company.~~of an initial business combination that some of our shareholders may not support.

~~When~~Some ~~evaluating~~other blank check companies have a provision in their charter that prohibits the ~~desirability~~amendment of ~~effecting~~certain ~~our~~of ~~initial~~its ~~business~~provisions, ~~combination~~including ~~with~~those athat ~~prospective~~relate ~~target~~to ~~business~~the rights of a company’s shareholders, ~~our~~without ~~ability~~approval toby ~~assess~~a certain percentage of the ~~target~~company’s ~~business~~shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s ~~management~~shareholders. ~~may~~Our bethird ~~limited~~amended ~~due~~and restated memorandum and articles of association provides that any of its provisions related to athe ~~lack~~rights of ~~time,~~holders ~~resources,~~of orour ~~information.~~Class ~~Our~~A ~~assessment~~ordinary shares (including the requirement to deposit proceeds of our initial public offering and the ~~capabilities~~placement of warrants into the ~~target~~trust ~~business’s~~account ~~management,~~and ~~therefore~~not release such amounts except in specified circumstances, ~~may~~and ~~prove~~to provide redemption rights to public shareholders as described herein) may be ~~incorrect~~amended if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and ~~such~~vote ~~management~~at ~~may~~a ~~lack~~general meeting of the ~~skills~~company, ~~qualifications~~and orcorresponding ~~abilities~~provisions weof ~~suspected.~~the ~~Should~~trust agreement governing the ~~target~~release ~~business’s~~of ~~management~~funds ~~not~~from ~~possess~~our ~~the~~trust ~~skills,~~account ~~qualifications,~~may orbe ~~abilities~~amended if ~~necessary~~approved toby ~~manage~~holders aof ~~public~~at ~~company~~least 65% of our ordinary shares participated in the vote, provided that the ~~operations~~provisions of our third amended and ~~profitability~~restated memorandum and articles of association governing the ~~post-combination~~appointment or removal of directors prior to our initial business combination may only be ~~negatively~~amended ~~impacted~~by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting. ~~Accordingly~~Our initial shareholders and their permitted transferees, if any, ~~holders~~ who ~~choose~~collectively beneficially own, 84% of our ordinary shares, will participate in any vote to ~~retain~~amend ~~their~~our ~~securities~~third ~~following~~amended and restated memorandum and articles of association and/or trust agreement and will have the ~~business~~discretion to ~~combination~~vote ~~could~~in ~~suffer~~any manner they choose. As a ~~reduction~~result, inwe may be able to amend the ~~value~~provisions of ~~their~~our ~~securities.~~third ~~Such~~amended ~~holders~~and ~~are~~restated ~~unlikely~~memorandum and articles of association that govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to ~~have~~complete a ~~remedy~~business ~~for~~combination ~~such~~with ~~reduction~~which inyou ~~value~~do not agree. Our shareholders may pursue remedies against us for any breach of our third amended and restated memorandum and articles of association.

39 35

~~Table~~Our sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our third amended and restated memorandum and articles of ~~Contents~~association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any extension period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, 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 income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein. 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.

We may ~~issue~~be ~~notes~~unable to orobtain ~~other~~additional ~~debt~~financing ~~securities,~~to complete our initial business combination or ~~otherwise~~to ~~incur~~fund ~~substantial~~the ~~debt~~operations and growth of a target business, which could compel us to ~~complete~~restructure or abandon a particular business combination. If we have not consummated our initial business combination within the required time period, ~~which~~our public shareholders may ~~adversely~~receive ~~affect~~only ~~our~~approximately ~~leverage~~$10.00 ~~and~~per ~~financial~~public ~~condition~~share, ~~and~~or ~~thus~~less ~~negatively~~in ~~impact~~certain circumstances, on the ~~value~~liquidation of our ~~shareholders’~~trust ~~investment~~account inand ~~us.~~our warrants will expire worthless.

Although we ~~have~~believe nothat ~~commitments~~the asnet proceeds of our initial public offering and the ~~date~~sale of ~~this~~the ~~Report~~private placement warrants is sufficient to ~~issue~~allow ~~any~~us ~~notes~~to orcomplete ~~other~~our ~~debt~~initial ~~securities~~business combination, because orwe tohave ~~otherwise~~not ~~incur~~yet ~~outstanding~~selected ~~debt~~any ~~following~~prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering, weand ~~may~~the ~~choose~~sale toof ~~incur~~the ~~substantial~~private ~~debt~~placement warrants prove to ~~complete~~be insufficient, either because of the size of our initial business combination., Wethe ~~and~~depletion ~~our~~of ~~officers~~the ~~and~~available ~~directors~~net ~~have~~proceeds ~~agreed~~in ~~that~~search weof ~~will~~a ~~not~~target ~~incur~~business, ~~any~~the ~~indebtedness~~obligation to ~~unless~~redeem wefor ~~have~~cash ~~obtained~~a significant number of shares from ~~the~~shareholders ~~lender~~who aelect ~~waiver~~redemption ofin ~~any~~connection ~~right,~~with ~~title,~~our ~~interest,~~initial business combination or ~~claim~~the terms of ~~any~~negotiated ~~kind~~transactions to purchase shares in orconnection with our initial business combination, we may be required to seek ~~the~~additional ~~monies~~financing ~~held~~or into abandon the ~~trust~~proposed ~~account~~business combination. AsWe cannot assure you that such financing will be available on acceptable terms, noif ~~issuance~~at ofall. ~~debt~~The ~~will~~current ~~affect~~economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete 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. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per- public share, ~~amount~~or ~~available~~less ~~for~~in ~~redemption~~certain ~~from~~circumstances, on the liquidation of our trust account and our warrants will expire worthless. ~~Nevertheless~~In addition, even if we do not need additional financing to complete our initial business combination, we may require such financing to fund the ~~incurrence~~operations or growth of ~~debt~~the target business. The failure to secure additional financing could have a ~~variety~~material adverse effect on the continued development or growth of ~~negative~~the ~~effects~~target business. None of our officers, ~~including:~~directors, or shareholders is required to provide any financing to us in connection with or after our initial business combination.

~~• default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;~~36

•We ~~acceleration~~may amend the terms of ~~our~~the ~~obligations~~warrants in a manner that may be adverse to ~~repay~~holders of public warrants with the ~~indebtedness~~approval ~~even~~by ifthe weholders ~~make~~of ~~all~~at ~~principal~~least ~~and~~50% ~~interest~~of the ~~payments~~then-outstanding ~~when~~public ~~due~~warrants. ifAs wea ~~breach~~result, ~~certain~~the ~~covenants~~exercise ~~that~~price ~~require~~of your warrants could be increased, the ~~maintenance~~exercise period could be shortened, and the number of ~~certain~~our ~~financial~~Class ~~ratios~~A orordinary ~~reserves~~shares ~~without~~purchasable upon exercise of a ~~waiver~~warrant orcould ~~renegotiation~~be ofdecreased, ~~that~~all ~~covenant;~~without your approval.

•Our ~~our~~warrants ~~immediate~~will ~~payment~~be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of ~~all~~the ~~principal~~warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and ~~accrued~~the ~~interest~~warrant agreement set forth in this Report, ifor defective provision, (ii) amending the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement, or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants, provided that the approval by the holders of at least 50% of the then-outstanding public warrants is required to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least 50% of the ~~debt~~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 ~~payable~~unlimited, onexamples ~~demand;~~of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

•If our ~~inability~~initial tobusiness ~~obtain~~combination ~~necessary~~is ~~additional~~subject ~~financing~~to ifCFIUS jurisdiction, the ~~debt~~initial ~~contains~~business ~~covenants~~combination ~~restricting~~may ~~our~~not ~~ability~~be able to ~~obtain~~be ~~such~~completed ~~financing~~prior ~~while~~to Catcha’s deadline for completing an initial business combination, or CFIUS could impose conditions on the ~~debt~~initial isbusiness ~~outstanding;~~combination or our investors.

•Certain ~~our~~investments ~~inability~~that involve the acquisition of, or investment in, a “U.S. business” by a non-U.S. individual or entity (a “foreign person”) may be subject to ~~pay~~review ~~dividends~~and approval by the Committee on ~~our~~Foreign ~~Class~~Investment Ain ~~ordinary~~the ~~shares;~~United States (“CFIUS”). Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on the nationality of the buyer or investor, the extent to which the target of the investment or acquisition is engaged in interstate commerce in the United States, and the nature of the interests and rights afforded to the buyer or investor in the target entity. For example, transactions that result in “control” of a U.S. business by a foreign person always are subject to CFIUS jurisdiction. CFIUS also has jurisdiction to review non-control transactions that afford a foreign person certain information and/or governance rights in a U.S. business that has a qualifying nexus to “critical technologies,” “critical infrastructure,” and/or “sensitive personal data” (collectively, a “TID U.S. business”) as those terms are defined in the CFIUS regulations. Certain foreign person investments in TID U.S. businesses may also be subject to mandatory pre-closing CFIUS filing requirements. Failure to make a required CFIUS filing may subject the transacting parties to significant civil fines.

•Crown ~~using~~is unlikely to be a ~~substantial~~“U.S. ~~portion~~business” of(i.e., ~~our~~an ~~cash~~entity engaged ~~flow~~in tointerstate ~~pay~~commerce ~~principal~~in ~~and~~the ~~interest~~United onStates) ~~our~~given ~~debt,~~its ~~which~~limited ~~will~~nexus ~~reduce~~to the ~~funds~~United ~~available~~States. However, Catcha and its sponsor may each be regarded as a “foreign person” for ~~dividends~~CFIUS onpurposes. ~~our~~The ~~Class~~sponsor Ais ~~ordinary~~managed ~~shares~~by ifnon-U.S. ~~declared,~~persons. ~~expenses~~Accordingly, ~~capital~~because CFIUS ~~expenditures~~retains broad discretion in determining whether an entity is a “foreign person” and/or a “U.S. business,” Pubco, ~~acquisitions~~Catcha and ~~other~~Crown ~~general~~are ~~corporate~~unable ~~purposes;~~to assure that the Business Combination would not be subject to CFIUS jurisdiction.

•This ~~limitations~~risk of CFIUS intervention could impede the relevant parties’ ability to complete the Business Combination. CFIUS policies and practices are rapidly evolving, and in the event of a CFIUS review of a foreign acquisition or investment transaction, there can be no assurances that the foreign buyer or investor will be able to maintain, or proceed with, such transactions on ~~our~~terms ~~flexibility~~acceptable to the parties. For example, CFIUS could seek to impose limits on purchasing Pubco’s stock, impose limits on information sharing with foreign person investors, require a voting trust or governance modifications, or force divestiture by certain investors, among other things. CFIUS may also prohibit the consummation of the Business Combination altogether should it determine that the transaction presents a significant national security risk. Even if we are able to successfully resolve questions of CFIUS jurisdiction or of national security risks in ~~planning~~a favorable manner, we may be unable to do so prior to Catcha’s deadline for completion of an initial business combination. This delay may thus force Catcha to wind up and ~~reacting~~redeem all public shares and completely liquidate, which would result in shareholders being forced to ~~changes~~forgo the investment opportunity in ~~our~~Crown, ~~business~~lose ~~and~~out on potential price appreciation in the ~~industry~~combined company, and lead to the expiration of warrants in ~~which~~connection wewith ~~operate;~~the transaction.

~~• increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and~~37

•Risks ~~limitations~~Related ~~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.~~Securities

WeThe ~~may~~securities ~~only~~in which bewe ~~able~~invest tothe ~~complete~~proceeds ~~one~~held ~~business~~in ~~combination with~~ the ~~proceeds~~trust ofaccount ~~our~~could ~~initial~~bear ~~public~~a ~~offering~~negative ~~and~~rate ~~the sale~~ of ~~the~~interest, ~~private~~which ~~placement~~could ~~warrants,~~reduce ~~which~~the ~~will~~interest ~~cause~~income available usfor topayment beof ~~solely~~taxes ~~dependent~~or onreduce athe ~~single~~value ~~business~~of ~~that~~the ~~may~~assets ~~have~~held ain ~~limited~~trust ~~number~~such ofthat ~~products~~the orper ~~services.~~share ~~This~~redemption ~~lack~~amount ofreceived ~~diversification~~by shareholders may ~~negatively~~be ~~impact~~less ~~our~~than ~~operations~~$10.00 ~~and~~per ~~profitability~~share.

The net proceeds ~~from~~of our initial public offering and certain proceeds from the sale of the private placement warrants, ~~provided~~in usthe amount of $300,000,000, may only be invested in direct the United States Department of Treasury (“U.S. Treasury”) obligations having a maturity of 185 days or less, or in certain money market funds that invest only in direct U.S. Treasury obligations. While short-term U.S. Treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event of very low or negative yields, the amount of interest income (which we may ~~use~~withdraw to pay income 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 held in the trust account, plus any interest income. If the balance of the trust account is reduced below $275,000,000 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.

WeIf ~~may~~we ~~effectuate~~seek ~~our~~shareholder approval ~~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~~do ~~and~~not ~~file~~conduct ~~pro~~redemptions ~~forma~~pursuant ~~financial~~to ~~statements with~~ the ~~SEC~~tender ~~that~~offer ~~present~~rules, ~~operating results~~ and ~~the financial condition of several target businesses as~~ if ~~they~~you ~~had~~or ~~been operated on~~ a ~~combined basis. By completing our initial business combination with only a single entity, our lack~~ “group” of ~~diversification~~shareholders ~~may~~are ~~subject~~deemed us to ~~numerous~~hold ~~economic,~~in ~~competitive,~~excess ~~and~~of ~~regulatory~~15% ~~developments.~~of ~~Further, we would not be able to diversify~~ our ~~operations~~Class orA ~~benefit~~ordinary ~~from the possible spreading of risks or offsetting of losses~~shares, ~~unlike~~you ~~other~~will ~~entities~~lose ~~that may have~~ the ~~resources~~ability to ~~complete~~redeem ~~several~~all ~~business~~such ~~combinations~~ shares in ~~different~~excess ~~industries~~of or15% ~~different areas~~ of ~~a single industry. Accordingly, the prospects for~~ our ~~success~~Class ~~may~~A ~~be:~~ordinary shares.

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

40NYSE American may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

~~Table~~Our ordinary shares are listed on NYSE American. We cannot assure you that our securities will be, or will continue to be, listed on NYSE American in the future or prior to our initial business combination. In order to continue listing our securities on NYSE American prior to our initial business combination, we must maintain certain financial, distribution and share price levels. Generally, we must maintain a minimum market capitalization (generally $25,000,000) and a minimum number of ~~Contents~~holders of our securities (generally 300 public holders).

•Section ~~dependent~~119(b) ~~upon~~of the ~~development~~NYSE orAmerican ~~market~~Company ~~acceptance~~Guide requires ofthat a ~~single~~special purpose acquisition company complete one or ~~limited~~more ~~number~~business combinations within 36 months of ~~products~~the effectiveness of its initial public offering registration statement, ~~processes~~which, orin ~~services~~the case of Catcha, would be February 17, 2024. The extension of Catcha’s termination date beyond February 17, 2024 exceeds the maximum 36 month period permitted by Section 119(b) of the NYSE American Company Guide.

~~This~~On ~~lack~~February 20, 2024, the Company received a letter from the NYSE American LLC (“NYSE American” or the “Exchange”) stating that the staff of ~~diversification~~NYSE ~~may~~Regulation ~~subject~~has usdetermined to commence proceedings to ~~numerous~~delist ~~economic,~~Catcha’s ~~competitive~~Class ~~and~~A ~~regulatory~~ordinary ~~risks,~~shares ~~any~~pursuant orto ~~all~~Sections 119(b) and 119(f) of ~~which~~the ~~may~~NYSE ~~have~~American Company Guide because the Company failed to consummate a ~~substantial~~Business ~~adverse~~Combination ~~impact~~within ~~upon~~36 months of the ~~particular~~effectiveness ~~industry~~of inits ~~which~~Initial wePublic ~~may~~Offering registration ~~operate~~statement, ~~subsequent~~or tosuch ~~our~~shorter ~~initial~~period ~~business~~that ~~combination.~~the Company specified in its registration statement.

WeOn ~~may~~February ~~attempt~~23, to2024, ~~simultaneously~~the ~~complete~~Company ~~business~~submitted ~~combinations~~a written ~~with~~request ~~multiple~~to ~~prospective~~NYSE ~~targets,~~asking ~~which~~for ~~may~~the ~~hinder~~review ~~our~~of ~~ability~~the todelisting ~~complete~~determination ~~our~~by ~~initial~~a ~~business~~Committee ~~combination~~of ~~and~~the ~~give~~Board ~~rise~~of Directors of the Exchange. Up to ~~increased~~the ~~costs~~date ~~and~~the ~~risks~~financial ~~that~~statements ~~could~~were ~~negatively~~issued, ~~impact~~the ~~our~~Company’s ~~operations~~Class A ordinary shares have not been suspended and ~~profitability.~~will continue to trade.

IfThe weCompany ~~determine~~has toan ~~simultaneously~~NYSE ~~acquire~~appeal ~~several~~hearing ~~businesses that are owned by different sellers, we will need~~ scheduled for ~~each~~July ~~of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations~~17, ~~which may make it more difficult for us, and delay our ability to complete our initial business combination~~2024. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

WeIf ~~may~~our ~~attempt~~Class toA ~~complete~~Ordinary ~~our~~Shares ~~initial~~are ~~business~~de-listed, there ~~combination~~may ~~with~~no alonger ~~private~~be ~~company~~an ~~about~~active ~~which~~trading ~~little~~market ~~information~~for issuch ~~available~~Class A Ordinary Shares. In addition, ~~which~~the ~~may~~potential ~~result~~or inactual ade-listing ~~business~~of ~~combination~~the Catcha ~~with~~Class aA ~~company~~Ordinary ~~that~~Shares ismay ~~not~~also asadversely ~~profitable~~affect asour weability ~~suspected,~~to ifconsummate atan ~~all.~~initial business combination.

In pursuing our acquisition 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 as we suspected, if at all. 38

~~Because~~If NYSE American delists our securities from trading on its exchange and we ~~must~~are ~~furnish~~not able to list our ~~shareholders~~securities ~~with~~on ~~target~~another ~~business~~national ~~financial~~securities ~~statements~~exchange, we ~~may~~expect ~~lose~~such ~~the~~securities could ~~ability~~be toquoted ~~complete~~on an ~~otherwise~~over-the-counter ~~advantageous~~market. ~~initial~~If ~~business~~this ~~combination~~were ~~with~~to ~~some~~occur, ~~prospective~~we ~~target~~could ~~businesses.~~face significant material adverse consequences, including:

~~The~~● ~~federal proxy rules require that~~ a ~~proxy~~limited ~~statement~~availability with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, US GAAP or international financial reporting standards as issued by the 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~~market ~~Public~~quotations 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 statements in time for ~~us to disclose such statements in accordance with federal proxy rules and complete~~ our ~~initial business combination within the prescribed timeframe.~~ securities;

If● wereduced ~~are~~liquidity deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance requirements and our activities may be restricted, which may make it difficult for ~~us to complete~~ our ~~initial business combination.~~ securities;

If● wea determination that our Class A ordinary shares are ~~deemed~~a “penny stock,” which will require brokers trading in our Class A ordinary shares to beadhere anto ~~investment~~more ~~company~~stringent ~~under~~rules ~~the~~and ~~Investment~~possibly ~~Company~~result ~~Act,~~in ~~our~~a ~~activities~~reduced ~~may~~level beof ~~restricted,~~trading ~~including:~~activity in the secondary trading market for our securities;

•● ~~restrictions~~a onlimited ~~the~~amount ~~nature~~ of ~~our~~news ~~investments~~and analyst coverage; and

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

~~Table~~The National Securities Markets Improvement Act of ~~Contents~~1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because our ordinary shares are listed on NYSE American, they qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered 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 NYSE American, 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.

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

~~each~~Our third amended and restated memorandum and articles of ~~which~~association contain provisions that may ~~make~~discourage itunsolicited ~~difficult~~takeover ~~for~~proposals usthat shareholders may consider to ~~complete~~be in their best interests. These provisions include a staggered board of directors, the ability of the board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion of our initial business combination. Inonly holders ~~addition~~of our Class B ordinary shares, wewhich ~~may~~have bebeen ~~subject~~issued to ~~burdensome~~our ~~requirements~~sponsor, ~~including:~~are entitled to vote on the appointment of directors, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

•Our ~~registration~~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 anthe ~~investment~~sole ~~company~~and exclusive ~~with~~forum for certain types of actions and proceedings that may be initiated by holders of our warrants, which could limit the ~~SEC;~~ability of warrant holders to obtain a favorable judicial forum for disputes with our company.

•Our ~~adoption~~warrant agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of aor ~~specific~~relating ~~form~~in any way to the warrant agreement, including under the Securities Act, will be brought and enforced in the courts of ~~corporate~~the ~~structure;~~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.

~~• reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.~~39

InNotwithstanding ~~order~~the foregoing, these provisions of the warrant agreement do not apply to besuits ~~regulated~~brought asto anenforce ~~investment~~any ~~company~~liability ~~under~~or duty created by the ~~Investment~~Securities ~~Company~~Act or the Exchange Act, ~~unless~~or weany ~~can~~other ~~qualify~~claim for anwhich ~~exclusion,~~the wefederal ~~must~~district ~~ensure~~courts ~~that~~of wethe ~~are~~United ~~engaged~~States ~~primarily~~of inAmerica aare ~~business~~the ~~other~~sole ~~than~~and ~~investing~~exclusive forum. Accordingly, our ~~reinvesting~~exclusive orforum ~~trading~~provision does not relieve us of our duties to comply with the federal securities laws and ~~that~~the rules and regulations thereunder, and holders of our ~~activities~~warrants doare not ~~include~~deemed ~~investing,~~to ~~reinvesting,~~have ~~owning~~waived our compliance with these laws, ~~holding~~rules and regulations. Any person or ~~trading~~entity ~~“investment~~purchasing ~~securities”~~or ~~constituting~~otherwise ~~more~~acquiring ~~than~~any ~~40%~~interest in any of our ~~assets~~warrants ~~(exclusive~~shall ofbe ~~U.S.~~deemed ~~government~~to ~~securities~~have notice of and ~~cash~~to ~~items)~~have onconsented to anthe ~~unconsolidated~~forum ~~basis~~provisions in our warrant agreement. ~~Our~~If ~~business~~any action, the subject matter of which is towithin ~~identify~~the ~~and~~scope ~~complete~~the forum provisions of the warrant agreement, is filed in a ~~business~~court ~~combination~~other ~~and~~than ~~thereafter~~a tocourt ~~operate~~of the ~~post-transaction~~State ~~business~~of New York or ~~assets~~the United States District Court for the Southern ~~long~~District ~~term.~~of WeNew doYork ~~not~~(a ~~plan~~“foreign action”) in the name of any holder of our warrants, such holder shall be deemed to ~~buy~~have ~~businesses~~consented orto: ~~assets~~(x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any aaction ~~view~~brought in any such court to ~~resale~~enforce orthe ~~profit~~forum ~~from~~provisions ~~their~~(an ~~resale.~~“enforcement Weaction”), doand ~~not~~(y) ~~plan~~having toservice ~~buy~~of process ~~unrelated~~made ~~businesses~~upon orsuch ~~assets~~warrant orholder toin beany asuch ~~passive~~enforcement ~~investor.~~action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

WeThis dochoice-of-forum ~~not~~provision ~~believe~~may ~~that~~limit ~~our~~a ~~principal~~warrant holder’s ~~activities~~ability ~~subjects us~~ to ~~the~~bring ~~Investment~~a ~~Company~~claim ~~Act.~~in Toa ~~this~~judicial ~~end,~~forum ~~the~~that ~~proceeds~~it ~~held~~finds infavorable ~~the~~for ~~trust~~disputes ~~account~~with ~~may~~our ~~only~~company, bewhich ~~invested~~may indiscourage such ~~United~~lawsuits. ~~States~~Alternatively, ~~“government~~if ~~securities” within the meaning of Section 2(~~a~~)(16)~~ ofcourt ~~the~~were ~~Investment~~to ~~Company~~find ~~Act~~this ~~having~~provision ~~a maturity~~ of ~~185~~our ~~days~~warrant oragreement ~~less~~inapplicable or inunenforceable ~~money~~with ~~market~~respect to ~~funds~~one ~~meeting~~or ~~certain~~more ~~conditions~~of ~~under Rule 2a-7 promulgated under~~ the ~~Investment~~specified ~~Company~~types ~~Act~~of ~~that~~actions ~~invest~~or ~~only~~proceedings, inwe ~~direct~~may ~~U.S.~~incur ~~government~~additional ~~treasury~~costs ~~obligations.~~associated ~~Pursuant~~with toresolving ~~the~~such ~~trust agreement, the trustee is not permitted to invest~~ matters in other ~~securities~~jurisdictions, orwhich ~~assets.~~could Bymaterially ~~restricting the investment of the proceeds to these instruments,~~ and byadversely ~~having~~affect aour business, ~~plan~~financial ~~targeted~~condition ~~at acquiring~~ and ~~growing~~results ~~businesses~~of ~~for~~operations ~~the long term (rather than buying~~ and ~~selling businesses~~ result in ~~the~~a ~~manner~~diversion of athe ~~merchant~~time ~~bank~~and orresources ~~private~~of ~~equity~~our ~~fund),~~management weand ~~intend~~board ~~to avoid being deemed an “investment company” within the meaning~~ of ~~the Investment Company Act~~directors.

AnWe ~~investment~~are ~~in our securities is~~ not ~~intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending~~ registering the ~~earliest~~Class to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our second amended and restated memorandum and articles of association (A~~) to~~ ~~modify the substance or timing of our obligation to provide holders of our Class A~~ ordinary shares ~~the~~issuable ~~right~~upon toexercise ~~have their shares redeemed in connection with our initial business combination or to redeem 100%~~ of ~~our~~the ~~public~~warrants ~~shares~~under ~~if we do not complete our initial business combination within 24 months from~~ the ~~closing~~Securities ofAct ~~our initial public offering~~ or ~~during~~ any ~~Extension~~state ~~Period~~securities orlaws ~~(B) with~~at ~~respect~~this to any other provision relating to the rights of holders of our Class A ordinary shares; or (iii) absent our completing an initial business combination within 24 months from the closing of our initial public offeringtime, and ~~our~~such ~~return~~registration ofmay ~~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~~in toplace bewhen ~~subject~~an toinvestor ~~the~~desires ~~Investment Company Act. If we were deemed~~ to beexercise ~~subject to the Investment Company Act~~warrants, ~~compliance~~thus ~~with~~precluding ~~these~~such ~~additional~~investor ~~regulatory~~from ~~burdens~~being ~~would require additional expenses for which we have not allotted funds and may hinder our ability~~ able to ~~complete~~exercise aits ~~business~~warrants ~~combination.~~except If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on ~~the~~a ~~liquidation~~cashless ofbasis ~~our~~and ~~trust~~potentially ~~account~~causing ~~and~~such ~~our~~ warrants ~~will~~to expire worthless.

42We 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 agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days after the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering the issuance of such shares, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment). However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in our initial public offering. In such an instance, our sponsor and its permitted transferees (which may include our officers and directors) would be able to exercise their warrants and 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 Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth herein even if the holders are otherwise unable to exercise their warrants.

~~Table of Contents~~40

The ~~provisions~~warrants ofmay become ~~our~~exercisable ~~second amended~~ and ~~restated~~redeemable ~~memorandum~~for ~~and~~a ~~articles~~security ofother ~~association~~than ~~that relate to~~ the ~~rights of holders of our~~ Class A ordinary shares ~~(and corresponding provisions of the trust agreement governing the release of funds from our trust account) may be amended with the approval of a special resolution~~, ~~which requires the approval of the holders of at least two-thirds of our ordinary shares who attend~~ and ~~vote~~you atwill anot ~~general~~have ~~meeting~~any ofinformation ~~the~~regarding such ~~company, which is a lower amendment threshold than that of some~~ other ~~blank~~security ~~check~~at ~~companies.~~this It may be easier for us, therefore, to amend our second amended and restated memorandum and articles of association to facilitate the completion of an initial business combination that some of our shareholders may not supporttime.

~~Some~~In ~~other blank check companies have a provision in their charter that prohibits the amendment of~~ certain ~~of its provisions~~situations, including ~~those~~if ~~that~~we ~~relate~~are to not the ~~rights~~surviving ofentity ain company’s shareholders, without approval by a certain percentage of the company’s shareholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s shareholders. Our second amended and restated memorandum and articles of association provides that any of its provisions related to the rights of holders of our ~~Class A ordinary shares (including the requirement to deposit proceeds of our~~ initial ~~public~~business ~~offering~~combination, ~~and~~ the ~~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 bebecome ~~amended~~exercisable iffor ~~approved~~a bysecurity ~~special~~other ~~resolution,~~than ~~meaning~~the ~~holders~~Class ofA ~~at least two-thirds of our~~ ordinary shares. ~~who~~As ~~attend and vote at~~ a ~~general meeting of the company~~result, ~~and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended~~ if ~~approved by holders of at least 65% of our ordinary shares participated in~~ the ~~vote,~~surviving ~~provided~~company ~~that~~redeems ~~the~~your ~~provisions~~warrants offor ~~our~~securities ~~second~~pursuant ~~amended~~to ~~and restated memorandum and articles of association governing~~ the ~~appointment~~warrant oragreement, ~~removal~~you ~~of directors prior to our initial business combination~~ may ~~only~~receive a besecurity ~~amended~~in by a ~~special~~company ~~resolution passed by not less than two-thirds~~ of ~~our~~which ~~ordinary~~you ~~shares~~do ~~who~~not ~~attend~~have ~~and~~information ~~vote~~ at ~~our~~this ~~general~~time. ~~meeting,~~Pursuant ~~which~~to ~~shall include~~ the ~~affirmative~~warrant ~~vote of a simple majority of our Class B ordinary shares. Our initial shareholders and their permitted transferees~~agreement, ifthe ~~any,~~surviving ~~who~~company ~~collectively beneficially own, on an as-converted basis, 20% of our Class A ordinary shares,~~ will be ~~participate~~required ~~in any vote~~ to ~~amend~~use ~~our~~commercially ~~second~~reasonable ~~amended~~efforts ~~and~~to ~~restated~~register ~~memorandum~~the ~~and~~issuance ~~articles~~ of ~~association~~the ~~and/or~~security ~~trust~~underlying ~~agreement and will have~~ the ~~discretion~~warrants towithin ~~vote~~20 inbusiness days ~~any~~of ~~manner they choose. As a result, we may be able to amend~~ the ~~provisions~~closing of ~~our~~an ~~second~~initial ~~amended and restated memorandum and articles of association that govern our pre-~~business combination ~~behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree~~. ~~Our shareholders may pursue remedies against us for any breach of our second amended and restated memorandum and articles of association.~~

~~Our~~We ~~sponsor,~~may officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our second amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem ~~100%~~your unexpired ofwarrants ~~our~~prior ~~public shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering or during any Extension Period or (B) with respect~~ to ~~any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem~~ their ~~Class A~~exercise ~~ordinary shares upon approval of any such amendment~~ at a ~~per-share~~time ~~price,~~that ~~payable~~is indisadvantageous ~~cash, equal~~ to ~~the aggregate amount then on deposit in the trust account~~you, ~~including~~thereby ~~interest~~making ~~earned~~your onwarrants the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described hereinworthless. 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.

43We 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 closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth herein 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.

~~Table~~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 ~~Contents~~$0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption, provided that the closing price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) 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 where the underlying share price is higher and (ii) may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

WeNone ~~may~~of ~~be unable to obtain additional financing to complete our initial business combination or to fund~~ the ~~operations~~private ~~and~~placement ~~growth~~warrants ofwill abe redeemable ~~target~~by ~~business, which could compel~~ us to(except ~~restructure~~as orset ~~abandon~~forth aunder ~~particular~~Exhibit ~~business combination~~4.2 If“Description weof ~~have~~Registrant’s ~~not~~Securities” ~~consummated~~filed ~~our~~herewith) ~~initial~~so long ~~business~~as ~~combination~~they ~~within~~are ~~the~~held ~~required~~by ~~time period,~~ our ~~public~~sponsor ~~shareholders may receive only approximately $10.00 per public share,~~ or ~~less~~its inpermitted ~~certain circumstances, on the liquidation of our trust account and our warrants will expire worthless~~transferees.

~~Although~~Our ~~we believe that the net proceeds of our initial public offering and the sale of the private placement~~ warrants ~~is sufficient to allow us to complete our initial business combination, because we~~ may have not yet selected any prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the private placement warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete 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. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete 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~~market ~~development~~price ~~or growth~~ of ~~the target business. None of~~ our ~~officers,~~Class ~~directors,~~A orordinary ~~shareholders~~shares isand ~~required~~make toit ~~provide~~more ~~any~~difficult ~~financing~~ to useffectuate ~~in connection with or after~~ our initial business combination.

We ~~may~~issued ~~amend~~warrants ~~the~~to ~~terms~~purchase 10,000,000 of ~~the~~our Class ~~warrants~~A inordinary ashares ~~manner~~as ~~that~~part ~~may~~of bethe ~~adverse~~units tooffered ~~holders~~in ofour initial public ~~warrants~~offering and, simultaneously with the ~~approval~~closing byof our initial public offering, the ~~holders~~company ofconsummated ata ~~least~~private ~~50%~~placement sale of ~~the~~an ~~then-outstanding~~aggregate ~~public~~of ~~warrants.~~5,333,333 Asprivate aplacement ~~result~~warrants, ~~the~~each ~~exercise~~exercisable to ~~price~~purchase ofone ~~your~~Class ~~warrants~~A ~~could~~ordinary beshare ~~increased,~~at ~~the~~$11.50 ~~exercise~~per ~~period~~share, ~~could~~subject beto ~~shortened~~adjustment. In addition, ~~and~~if the ~~number~~sponsor, its affiliates, or a member of our ~~Class A~~management ~~ordinary~~team ~~shares~~makes ~~purchasable~~any ~~upon~~working ~~exercise~~capital loans, it may convert up to $1,500,000 of asuch ~~warrant~~loans ~~could~~into beup ~~decreased~~to an additional 1,000,000 private ~~all~~placement ~~without~~warrants, ~~your~~at ~~approval~~the price of $1.50 per warrant.

~~Our~~To ~~warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that~~ the ~~terms~~extent ofwe ~~the~~issue ~~warrants~~ordinary ~~may~~shares ~~be amended without the consent of any holder~~ for ~~the purpose of (i) curing~~ any ~~ambiguity or correct any mistake~~ reason, including to ~~conform~~effectuate ~~the~~a ~~provisions~~business ofcombination, the ~~warrant~~potential ~~agreement~~for to the ~~description~~issuance of ~~the~~a ~~terms~~substantial number of ~~the~~additional ~~warrants~~Class ~~and~~A ~~the warrant agreement set forth in this Report, or defective provision, (ii) amending the provisions relating to cash dividends on~~ ordinary shares asupon ~~contemplated~~exercise by and in accordance with the warrant agreement, or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of ~~the~~these ~~registered holders of the~~ warrants, ~~provided~~could ~~that~~make ~~the~~us ~~approval~~a byless ~~the~~attractive ~~holders~~acquisition ofvehicle ~~at least 50% of the then-outstanding public warrants is required~~ to ~~make~~a ~~any~~target ~~change~~business. ~~that~~Such ~~adversely affects the interests of the registered holders of public~~ warrants~~. Accordingly~~, wewhen ~~may~~exercised, will ~~amend~~increase the ~~terms~~number of ~~the~~issued ~~public~~and ~~warrants in a manner adverse to a holder if holders of at least 50% of the then-~~outstanding ~~public~~Class ~~warrants~~A ~~approve~~ordinary ofshares ~~such amendment~~ and, ~~solely~~reduce ~~with respect to any amendment to~~ the ~~terms~~value of the ~~private~~Class ~~placement~~A ~~warrants~~ordinary orshares ~~any provision of the warrant agreement with respect~~ issued to ~~the~~complete ~~private placement warrants, 50% of~~ the ~~number~~business ~~of the then outstanding private placement warrants~~transaction. ~~Although~~Therefore, our ~~ability to amend the terms of the public~~ warrants ~~with~~may ~~the~~make ~~consent~~it ofmore atdifficult ~~least~~to ~~50%~~effectuate ofa ~~the~~business ~~then-outstanding~~transaction ~~public~~or ~~warrants is unlimited, examples of such amendments could be amendments to, among other things,~~ increase the ~~exercise~~cost ~~price~~ of ~~the~~acquiring ~~warrants, convert~~ the ~~warrants~~target ~~into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant~~business.

~~Risks Related to our Securities~~ 41

~~The~~Because ~~securities~~each inunit contains ~~which~~one-third weof ~~invest~~one ~~the~~redeemable ~~proceeds~~warrant ~~held~~and inonly ~~the trust account could bear~~ a ~~negative~~whole ~~rate~~warrant ofmay ~~interest~~be exercised, ~~which could reduce~~ the ~~interest~~units ~~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 worth less than ~~$10.00~~units ~~per~~of ~~share.~~other blank check companies.

~~The~~Each ~~net~~unit ~~proceeds~~contains one-third of ~~our~~one ~~initial~~redeemable warrant. ~~public~~Pursuant ~~offering~~to ~~and~~the ~~certain~~warrant ~~proceeds~~agreement, ~~from~~no ~~the~~fractional ~~sale~~warrants ofwill ~~the~~be ~~private~~issued ~~placement~~upon ~~warrants,~~separation inof the ~~amount of $300~~units,~~000,000,~~ ~~may~~and only bewhole ~~invested~~units ~~in direct the United States Department of Treasury (“U~~will trade.S. ~~Treasury”)~~If, ~~obligations~~upon ~~having~~exercise ~~a maturity~~ of ~~185~~the ~~days or less~~warrants, ora inholder ~~certain~~would ~~money~~be ~~market~~entitled ~~funds~~to ~~that~~receive ~~invest~~a ~~only~~fractional interest in ~~direct~~a ~~U.S.~~share, ~~Treasury~~we ~~obligations.~~will, ~~While~~upon ~~short-term~~exercise, round ~~U.S.~~down ~~Treasury~~to ~~obligations~~the ~~currently~~nearest ~~yield~~whole anumber ~~positive~~the ~~rate~~number of ~~interest,~~Class ~~they~~A ~~have~~ordinary ~~briefly~~shares ~~yielded~~to ~~negative~~be ~~interest~~issued ~~rates~~to inthe ~~recent~~warrant ~~years~~holder. ~~Central~~This ~~banks~~is indifferent ~~Europe~~from other ~~and~~offerings ~~Japan~~similar ~~pursued~~to ~~interest~~ours ~~rates~~whose ~~below~~units ~~zero~~include inone ~~recent~~ordinary ~~years,~~share and ~~the~~one ~~Open~~whole ~~Market~~warrant ~~Committee~~to ofpurchase ~~the~~one ~~Federal~~whole ~~Reserve~~share. ~~has~~We ~~not~~have ~~ruled out~~ established the ~~possibility~~components ~~that~~of itthe ~~may~~units in ~~the~~this ~~future~~way ~~adopt~~in ~~similar~~order ~~policies~~to inreduce the ~~United~~dilutive ~~States.~~effect Inof the ~~event~~warrants ofupon ~~very low or negative yields,~~ the ~~amount~~completion of ~~interest~~a ~~income~~business ~~(which~~combination since wethe ~~may~~warrants ~~withdraw~~will tobe ~~pay~~exercisable ~~income~~in ~~taxes,~~the ifaggregate ~~any)~~for ~~would~~one-third beof ~~reduced. In~~ the ~~event~~number ~~that~~of weshares ~~are~~compared ~~unable~~ to ~~complete~~units ~~our~~that ~~initial~~each ~~business~~contain ~~combination,~~a ~~our~~whole warrant ~~public shareholders are entitled~~ to ~~receive~~purchase ~~their~~

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