UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

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

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

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

For the transition period from _______________ to _______________

Commission File Number 001-41172

Spree Acquisition Corp. 1 Limited

(Exact name of registrant as specified in its charter)

Cayman Islands		N/A
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

1922 Wildwood Place NE
Atlanta, GA 30324

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: +972-50-731-0810

Not Applicable

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

Securities registered pursuant to Section 12(b) 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	SHAP	New York Stock Exchange
Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50	SHAPW	New York Stock Exchange
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of a redeemable warrant	SHAPU	New York Stock Exchange

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

~~Securities~~Class A ~~registered~~ordinary ~~pursuant~~shares, topar ~~Section~~value ~~12(g) of~~$0.0001 ~~the~~per ~~Act: None~~share

(Title of class)

Redeemable warrants, each warrant exercisable for one Class A ordinary share at an exercise price of $11.50

(Title of class)

Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of a redeemable warrant

(Title of class)

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

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

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

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

Yes ☒ No ☐

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

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

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

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

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

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

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant on June 30, ~~2022~~2023 (the last business day of the Registrant’s fiscal second quarter), based on the closing price of $910.9862 for the Registrant’s Class A ordinary shares, as reported by the ~~Nasdaq~~New York Stock ~~Market~~Exchange on that date, was approximately $~~199~~44,~~600~~944,~~000~~689.

As of ~~March~~June 3027, ~~2023~~2024, 20(i) 7,~~945~~810,~~715~~ 701 Class A ordinary shares, par value $0.0001 per share (constituted by 1,864,987 publicly-held Class A ordinary shares, 945,715 Class A ordinary shares included in the private units purchased by the registrant’s sponsor concurrently with the registrant’s initial public offering, and 54,~~000~~999,~~000~~999 sponsor-held founders shares that are Class A ordinary shares (which had been converted from Class B ordinary shares)), and (ii) one Class B ordinary share, par value $0.0001 per share (a founders share), were issued and outstanding.

Documents Incorporated by Reference: None.

Spree Acquisition Corp. 1 Limited

ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

		Page	~~Page~~
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		iv	iv
PART I		1	1
Item 1.	Business	1	1
Item 1A.	Risk Factors	25	24
Item 1B.	Unresolved Staff Comments	44	47
Item 2.	Properties		47
Item 1C.	Cybersecurity	44
Item 3.	Legal Proceedings		47
Item 2.	Properties	44
Item 4.	Mine Safety Disclosures		47
Item 3.	Legal Proceedings	44
PART II			48
Item 4.	Mine Safety Disclosures	44
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		48
PART II		45
Item 6.	[Reserved]		50
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	45
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		50
Item 6.	[Reserved]	47
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		54
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	47
Item 8.	Financial Statements and Supplementary Data		55
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	52
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		55
Item 8.	Financial Statements and Supplementary Data	53
Item 9A.	Controls and Procedures		55
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	53
Item 9B.	Other Information		55
Item 9A.	Controls and Procedures	53
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		55
Item 9B.	Other Information	53
PART III			56
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	53
Item 10.	Directors, Executive Officers and Corporate Governance		56
PART III		54
Item 11.	Executive Compensation		67
Item 10.	Directors, Executive Officers and Corporate Governance	54
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		67
Item 11.	Executive Compensation	65
Item 13.	Certain Relationships and Related Transactions, and Director Independence		70
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	65
Item 14.	Principal Accountant Fees and Services		74
Item 13.	Certain Relationships and Related Transactions, and Director Independence	68
PART IV			75
Item 14.	Principal Accountant Fees and Services	73
Item 15.	Exhibit and Financial Statement Schedules		75
PART IV		75
Item 16.	Form 10-K Summary		77
Item 15.	Exhibit and Financial Statement Schedules	75
INDEX TO FINANCIAL STATEMENTS			F-1
Item 16.	Form 10-K Summary	77
SIGNATURES			78
INDEX TO FINANCIAL STATEMENTS		F-1
SIGNATURES		78

CERTAIN TERMS

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

● “we,” “us,” “our,” “the company,” or “our company” and “Spree” are to Spree Acquisition Corp. 1 Limited, a Cayman Islands exempted company;

●

“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association, which went into effect upon the completion of our IPO;

●

“Class A ordinary shares” are to our Class A ordinary shares, par value $0.0001 per share;

●

“Class B ordinary shares” are to our Class B ordinary shares, par value $0.0001 per share;

●

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

●

“directors” are to our current directors;

● “Domestication” are to the transfer by way of continuation and deregistration of Spree from the Cayman Islands and the continuation and domestication of Spree as a corporation incorporated in the State of Delaware;

●

“equity-linked securities” are to any securities of our company that are convertible into or exchangeable or exercisable for, Class A ordinary shares of our company;

● “extension meetings” are to the extraordinary general meetings of Spree that we held on June 12, 2023 and December 21, 2023 at which the extension, by nine months (until March 20, 2024), and by an additional nine months (until December 20, 2024), respectively, of the deadline for completion of our initial business combination transaction under the amended and restated memorandum and articles of association was approved by our shareholders; ● “extension periods” are to the additional nine-month periods, first until 27 months (the “initial extension period”), and then until 36 months (the “second extension period”), following our IPO (i.e., until March 20, 2024, and then until December 20, 2024), respectively, during which we may complete our initial business combination as a result of shareholder votes at the extension meetings; ● “founders shares” are to our 5,000,000 Class B ordinary shares, in the aggregate, initially purchased in a private placement, and not surrendered, by our sponsor, ~~and~~of ~~the~~which 4,999,999 were converted into Class A ordinary shares ~~that~~on ~~will~~January be3, ~~issued~~2024, ~~upon~~and the ~~automatic~~remaining ~~conversion~~one (1) of ~~those~~which will be automatically converted into a Class BA ordinary ~~shares~~share at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares are not or will not be (as applicable) “public shares”));

●

“initial shareholders” are to our sponsor’s wholly-owned subsidiary, Spree Operandi U.S. LP, a Delaware limited partnership, and other holders (if any) of our founders shares prior to our IPO;

●

“IPO” or “initial public offering” refers to the initial public offering of our Class A ordinary shares, which was consummated on December 20, 2021;

●

“letter agreement” refers to the letter agreement entered into between us and our initial shareholders, directors and officers, on our prior to our IPO, the form of which was filed as an exhibit to the registration statement for our IPO;

●

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

● “New WHC” are to WHC Worldwide, Inc., which will be the new name of Spree upon and after the Domestication;

● “New WHC Class A common stock” are to the Class A common stock, par value $0.0001 per share, of New WHC;

● “New WHC Class X common stock” are to the Class X common stock, par value $0.0001 per share of New WHC;

●

“NYSE” are to the New York Stock Exchange;

●

“ordinary shares” are to Class A ordinary shares and/or Class B ordinary shares;

●

“private shares” are to the Class A ordinary shares included in the private units that were issued and sold to our sponsor in a private placement simultaneously with the closing of the initial public offering;

●

“private units” are to the 945,715 units (consisting of 945,715 private shares and 472,858 private warrants) that were issued and sold to our sponsor in a private placement simultaneously with the closing of the initial public offering;

●

“private warrants” are to the warrants to purchase one Class A ordinary share at an exercise price of $11.50 per share contained within the private units that were issued and sold to our sponsor in a private placement simultaneously with the closing of the initial public offering, as well as any warrants that may be issued upon conversion of working capital loans;

●

“public shareholders” are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors purchase public shares, provided their status as a “public shareholder” shall only exist with respect to such public shares;

●

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

●

“public units” are to the units (consisting of public shares and warrants) sold in our initial public offering;

●

“public warrants” are to the warrants to purchase one Class A ordinary share at an exercise price of $11.50 per share sold as part of the public units in our initial public offering;

● “Registration Statement” are to the registration statement on Form S-4 (SEC File No. 333-269751) in respect of the WHC Business Combination, which we filed with the SEC on February 14, 2023;

●

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

● “sponsor” are to Spree Operandi, LP, a Cayman Islands exempted limited partnership, including, where applicable, its affiliates (including our initial shareholder, Spree Operandi U.S. LP, a Delaware limited partnership, which is a wholly-owned subsidiary of our sponsor); ● “Stifel” are to Stifel, Nicolaus & Company, Incorporated, the representative of the underwriters for our initial public offering;

● “~~Spree~~trust ~~extraordinary~~account” ~~general meeting~~” are to the ~~extraordinary~~U.S.-based ~~general~~trust ~~meeting~~account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee, into which a total of ~~Spree~~$204.0 ~~that~~million wefrom ~~expect~~the toproceeds ~~hold~~of inthe ~~order~~initial topublic ~~present~~offering and the ~~WHC~~sale ~~Business~~of ~~Combination~~the ~~Agreement~~private units was deposited, and the ~~transactions~~balance ~~contemplated~~of ~~thereby~~which was reduced, due to ~~our~~redemptions ~~shareholders~~of ~~for~~public ~~approval~~shares in connection with the extension meetings, to approximately $44.9 million as of June 30, 2023 (following the first extension meeting) and to $20.4 million as of January 2, 2024 (following the second extension meeting);

● “Stifel” are to Stifel, Nicolaus & Company, Incorporated, the representative of the underwriters for our initial public offering;

● “Transactions” are to the transactions contemplated under the WHC Business Combination Agreement;

● “trust account” are to the U.S.-based trust account at J.P. Morgan Chase Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee, in to which a total of $204,000,000 from the proceeds of the initial public offering and the sale of the private units were deposited;

● “Units” are, collectively, to (i) the limited liability company common units of WHC, and following their reclassification prior to the Closing, the WHC Class B Common Units equal to the number of initial WHC Class B Common Units, and (ii) the WHC Class A Common Units that will be issued to New WHC in exchange for the Closing Date Contribution Amount (as defined in the WHC Business Combination Agreement);

●

“warrants” are to our redeemable warrants sold as part of the public units in our initial public offering (whether they were purchased in our initial public offering or thereafter in the open market) and the private warrants;

●

“WHC” are to WHC Worldwide, LLC, a Missouri limited liability company doing business as zTrip^®;

● “WHC Business Combination” are to the potential business combination between Spree and WHC that iswas contemplated under the WHC Business Combination Agreement;

● “WHC Business Combination Agreement” are to the Business Combination Agreement, dated October 29, 2022, as amended by Amendment No. 1 thereto, by and between Spree and WHC, which was terminated on August 23, 2023; ● “WHC Registration Statement” are to the registration statement on Form S-4 (SEC File No. 333-269751) in respect of the WHC Business Combination, which we filed with the SEC on February 14, 2023; ● “$,” “US$” and “U.S. dollar” each refer to the United States dollar.

● “WHC Class A common units” are to the WHC Class A common units, which will be issued to, and held by, New WHC;

● “WHC Class B common units” are to the WHC Class B common units to be issued to WHC’s preexisting Unit holders;

● “WHC Investor Rights Agreement” are to the investor rights agreement entered into by Spree, certain current members of WHC, and the sponsor concurrently with the execution of the WHC Business Combination Agreement;

● “WHC Minimum Cash Condition” are to the requirement under the WHC Business Combination Agreement that aggregate cash proceeds to be received by Spree from the trust account in connection with the WHC Business Combination, after reduction due to redemptions, together with the aggregate gross proceeds from a PIPE financing (net of certain expenses), equal no less than $50 million.

● “WHC unitholders” are to the holders of WHC Class B Common Units and, where noted explicitly, New WHC as the holder of the WHC Class A Common Units; and

● “$,” “US$” and “U.S. dollar” each refer to the United States dollar.

iii

Cautionary Note Regarding Forward-Looking Statements

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

● our ability to complete ~~the~~a ~~WHC~~business ~~Business Combination~~combination, including the satisfaction of the closing conditions to ~~the~~a ~~WHC~~business ~~Business~~combination, ~~Combination Agreement~~ and the timing of the completion of such business combination;

● our expectations ~~with~~around ~~respect~~the to future performance of ~~WHC’s~~a ~~business~~prospective ~~and~~target ~~anticipated~~business ~~financial~~or ~~impacts of the WHC Business Combination~~businesses;

● ~~the~~our ~~occurrence~~potential ofability ~~any~~to ~~event,~~obtain ~~change~~additional orfinancing ~~other circumstance that could give rise~~ to ~~the~~complete ~~termination~~an ofinitial ~~the~~business ~~WHC Business Combination Agreement or could otherwise cause the transactions contemplated therein to fail to close;~~combination;

● our ability to maintain sufficient funding outside of our trust account to enable us to complete ~~the~~an ~~WHC~~initial ~~Business~~business ~~Combination~~combination;

●

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

● our public securities’ liquidity and trading; ● the market for our securities currently and following any potential business combination;

● the ~~market~~use ~~for~~of ~~our~~proceeds ~~securities~~not ~~and~~held in the ~~traded~~trust ~~securities~~account ofor ~~New~~available ~~WHC~~to ~~following~~us from interest income on the ~~potential~~trust ~~New~~account ~~WHC~~balance; ~~Business~~● ~~Combination~~the trust account not being subject to claims of third parties; or ● our financial performance following our initial business combination.

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

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

Summary of Risk Factors

An investment in our securities involves a high degree of risk. We have provided the following summary of the material risks involved:

Risks Related to our Search for, and Consummation of or Inability to Consummate, ~~the~~a ~~WHC~~ Business Combination ~~or Any Other Business Combination~~

● The ability of our public shareholders to exercise redemption rights with respect to a large number of our public shares may not allow us to complete ~~the~~an ~~WHC~~initial ~~Business~~business ~~Combination~~combination in the most desirable manner ~~that will optimize the capital structure of New WHC, or at all~~.

● We may not be able to complete ~~the~~an ~~WHC Business Combination (or any other~~ initial business combination) within the prescribed time frame, in which case ~~we would cease all operations except for the purpose of winding up and we would redeem~~ our public ~~shares and liquidate, in which case our public~~ shareholders may receive only $10.20 per share, or less ~~than such amount in certain circumstances~~, and our warrants will expire worthless.

● We may be unable to obtain—- on reasonable terms or at all—- additional financing in connection with our initial business combination or to fund the operations and growth of ~~WHC~~a ~~or another~~ target business~~, which could compel us to restructure or abandon a particular business combination~~.

● Neither the Spree Board nor any committee thereof obtained a third-party valuation in determining whether or not to pursue the WHC Business Combination.

	●	The funds not being held in the trust account may be insufficient to allow us to operate at least until the deadline for our completing an initial business combination (currently, December 20, 2024).

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

● If the funds not being held in the trust account are insufficient to allow us to operate at least until the deadline for our completing an initial business combination (currently, June 20, 2023), that could limit our ability to consummate the WHC Business Combination or any other initial business combination.

● In order to effectuate an initial business combination, blank check companies have, in the past, amended various provisions of their charters and modified governing instruments. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments, in a manner that makes it easier for us to complete our initial business combination that some of our shareholders may not support.

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

Risks Relating to the Post-Business Combination Company

● Subsequent to consummation of ~~the~~an ~~WHC~~initial ~~Business Combination (or alternative~~ business combination), we may be required to take write-downs or write-offs, restructuring and impairment or other charges.

● ~~Changes~~A intarget ~~U.S.~~company ~~tax~~may ~~legislation~~require ~~may~~additional ~~adversely~~capital ~~WHC’s~~to ~~financial~~support ~~condition,~~the ~~operating~~growth ~~results~~of its business, and ~~cash~~that ~~flows~~capital may not be available on reasonable terms or at all.

● WHC may require additional capital to support the growth of its business, and this capital may not be available on reasonable terms or at all.

Risks Relating to our Management Team and Sponsor

● We are totally dependent upon the efforts of our key personnel, and if ~~the~~an ~~WHC~~initial ~~Business~~business ~~Combination~~combination is completed, the combined company will be heavily dependent on ~~WHC~~such company’s current key personnel.

● ~~Since~~Our ~~our~~ sponsor and our directors and executive officers have interests that are different, or in addition to (and which may conflict with), the interests of our public shareholders, aincluding ~~conflict of interest may have existed~~ in ~~the directors’~~ determining whether ~~the~~a ~~WHC~~particular ~~Business~~initial ~~Combination~~business combination is appropriate.

● Our sponsor, officers and directors may purchase additional shares in anticipation of the vote on ~~the~~an ~~WHC~~initial ~~Business~~business ~~Combination~~combination and may disproportionately influence the outcome of that vote.

Risks Relating to our Securities

● NYSE has delisted our securities and we may not ~~list~~be ~~New~~successful ~~WHC’s~~in ~~securities~~listing ononce ~~its~~again ~~exchange~~our securities, ~~which~~or ~~could~~those ~~limit~~of ~~investors’~~a ~~ability~~target tocompany ~~enter~~with ~~into~~which ~~transactions~~we inmay ~~New~~combine, ~~WHC’s~~on a securities ~~and~~exchange, ~~subject~~which ~~New~~delisting ~~WHC~~limits investors’ ability to ~~additional~~enter ~~trading~~into ~~restrictions~~transactions.

●

Our sponsor controls the appointment of our board of directors until completion of our initial business combination and holds a substantial interest in us.

● The public shareholders will experience immediate dilution as a consequence of ~~the~~any issuance of ~~New~~new ~~WHC~~shares ~~Class~~in Aany ~~common~~financing ~~stock~~that inwe amay ~~PIPE~~effect ~~financing,~~as ifpart ~~consummated~~of an initial business combination, and due to future issuances pursuant to ~~our~~a future ~~combined-company~~equity ~~2022~~incentive ~~Plan~~plan ~~and~~of ~~Employee~~a ~~Stock~~target ~~Purchase~~company ~~Plan~~with which we may combine.

● A significant portion of New WHC’s total outstanding shares may be sold into the market in the near future following consummation of the WHC Business Combination, which could cause the market price of New WHC Class A Common Stock to drop significantly.

PART I

Item 1. Business.

General

We are a blank check company formed on August 6, 2021 as a Cayman Islands exempted company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Annual Report as our initial business combination. We have generated no revenues to date and we do not expect that we will generate operating revenues at the earliest until we consummate our initial business combination. We completed our initial public offering in December 2021, and since that time, we have engaged in discussions with, and due diligence with respect to, potential business combination target companies. ~~Since~~From our entry into the WHC Business Combination Agreement in October 2022 until the termination of that agreement in August 2023 (as described below), we ~~have~~ focused exclusively on ~~pursuing~~ the then-prospective WHC Business Combination and related matters. After that period of time, we have once again been pursuing other potential business combination target companies.

~~Prospective WHC Business Combination~~Recent Developments

~~On October 29, 2022, we entered into the WHC Business Combination Agreement~~Developments ~~with~~Prior ~~WHC,~~to ~~and~~December ~~on January 25~~31, 2023, weBalance ~~entered~~Sheet into Amendment No. 1 to that agreement with WHC. The Transactions set forth in the WHC Business Combination Agreement, as amended, will constitute a “Business Combination” as contemplated by our amended and restated memorandum and articles of association. The WHC Business Combination Agreement and the Transactions contemplated thereby have been unanimously approved by the board of directors of Spree and also approved by the sole managing member, and the requisite holders of the issued and outstanding units, of WHC LLC.Date

~~Subject~~Initial Extension toMeeting ~~the~~for ~~approval~~Initial ~~and~~Extension ~~adoption by Spree’s shareholders~~ of ~~the~~Deadline ~~WHC Business Combination Agreement and the transactions contemplated thereby at the Spree extraordinary general meeting, immediately prior~~ to ~~the~~Consummate ~~effective~~Initial ~~time of the WHC~~ Business Combination and after giving effect to the redemption of public shares by our public shareholders in connection with that general meeting, Spree will undergo the Domestication, transferring by way of continuation from the Cayman Islands to the State of Delaware and domesticating as a Delaware corporation. In connection with the Domestication, Spree’s name will be changed to “WHC Worldwide, Inc.”.

~~Prior~~On June to12, 2023, we held an initial extension meeting. At the ~~Domestication~~meeting, our shareholders approved each ~~outstanding~~of ~~Spree~~the ~~Class~~following Bproposals: ~~ordinary~~(i) a ~~share~~proposal ~~will~~to ~~convert~~approve, ~~into~~by ~~one~~way ~~Spree~~of ~~Class~~special Aresolution, ~~ordinary~~an ~~share.~~amendment Atto ~~the~~our ~~effective~~amended ~~time~~and restated memorandum and articles of ~~the~~association ~~Domestication~~to extend, by nine months— from June 20, 2023 to March 20, 2024 (aor such earlier date as may be determined by our board of directors in its sole discretion)— ~~each~~the ~~outstanding~~deadline ~~Spree~~by ~~Class~~which we need to consummate an initial business combination (the “Articles Extension AProposal”); ~~ordinary~~(ii) ~~share~~a ~~will~~proposal ~~become~~to ~~one~~amend ~~share~~the Investment Management Trust Agreement, dated as of ~~New~~December ~~WHC~~15, ~~Class~~2021, Ato ~~common~~which ~~stock~~we are party with Continental Stock Transfer & Trust Company, to extend the term of that agreement for a period of nine months that corresponds with the extension period under the Articles Extension Proposal; (biii) ~~each~~a ~~outstanding~~proposal ~~Spree~~to ~~warrant~~approve, ~~will~~by ~~become~~way of special resolution, an amendment to our amended and restated memorandum and articles of association that provided that the restriction that prevented the issuance of additional shares that would vote together with the public shares on a ~~warrant~~proposal to ~~purchase~~approve our initial business combination, ~~one~~will ~~share~~not ofapply ~~New~~to ~~WHC~~the issuance of Class A ~~common~~ordinary ~~stock~~shares atupon anconversion ~~exercise~~of ~~price~~the Class B ordinary shares where the holders of ~~$11.50~~the ~~per~~converted shares ~~share,~~waive their rights to proceeds from the trust account; and (civ) ~~New~~a ~~WHC~~proposal ~~will~~to ~~file~~approve, ~~with~~by ~~the~~way ~~Secretary~~of ordinary resolution of ~~State~~the holders of the ~~State~~Class ofB ~~Delaware~~ordinary ashares, ~~certification~~the re-appointment of ~~domestication~~each of Eran (Rani) Plaut, Joachim Drees, Steven Greenfield, David Riemenschneider, and aPhilipp ~~certificate~~von Hagen as directors serving on our board of ~~incorporation~~directors (until the ~~“Post-Closing~~second ~~Spree~~succeeding ~~Certificate~~ annual general meeting of ~~Incorporation”),~~our company and ~~adopt~~until ~~bylaws~~their successors are elected and qualified. Each such proposal was described in more detail in the definitive proxy statement related to ~~serve~~the initial extension meeting, as ~~its~~supplemented ~~governing~~by ~~documents~~two inproxy ~~connection~~supplements, as filed with the ~~Domestication~~SEC on May 15, 2023, May 22, 2023 and June 5, 2023, respectively.

~~Pursuant~~In connection towith the ~~terms~~initial ofextension ~~the~~meeting, ~~WHC Business Combination Agreement~~15,763,212 ~~at the~~public ~~closing~~shares ofwere ~~the~~redeemed, ~~Transactions~~resulting ~~(the~~in ~~“Closing”)~~5,182,503 ~~WHC~~Class ~~will~~A ~~effect~~ordinary ~~a capital restructuring of its outstanding equity~~shares ~~securities~~ (~~the~~consisting ~~“Capital Restructuring”). To effect the Capital Restructuring~~of 4,236,788 public ~~(i)~~shares ~~WHC will cause its existing limited liability company agreement to be amended~~ and ~~restated (as amended~~945,715 ~~the~~private ~~“Second~~shares ~~A&R~~included ~~LLC~~in ~~Agreement”); (ii) WHC will cause all of its limited liability company interests existing immediately prior to~~ the ~~Closing~~private tounits beissued ~~re-classified~~concurrently ~~into~~with ~~a number of WHC~~our ~~Class~~initial Bpublic ~~common~~offering), ~~units~~as ~~based~~well onas ~~a pre-transaction equity value for WHC equal to $251~~5,000,000; ~~(iii)~~Class ~~New~~B ~~WHC~~ordinary ~~will issue to WHC~~shares, ~~and~~remaining ~~WHC~~outstanding. ~~will in~~On ~~turn~~June ~~(immediately~~21, ~~following the date of the Closing) distribute to its preexisting members~~2023, aapproximately ~~number of shares of New WHC Class X common~~$166.3 ~~stock~~million ~~(which~~was ~~will~~distributed ~~not~~from ~~have any economic rights but will entitle~~ the ~~holders~~trust ~~thereof~~account ~~to five votes per share~~ for ~~the~~payments ~~initial~~to ~~18 months following~~ the ~~Closing,~~redeeming ~~and~~shareholders. ~~thereafter,~~The ~~one~~balance ~~vote~~of ~~per share), equal to~~ the ~~number~~trust ofaccount ~~WHC~~following that ~~units~~distribution ~~held~~was byapproximately ~~each~~$44.9 ~~of the preexisting WHC unit holders~~million.

~~In addition, New WHC will contribute to WHC (x) the amount of cash,~~Trust asExtension ofTrust immediately prior to the Closing, in the trust account established by Spree with the proceeds from our initial public offering (and before giving effect to the exercise of redemption rights by any Spree public shareholders), minus (y) the aggregate amount of cash required to fund those redemptions and any other obligations to be funded from the trust account, plus (z) the aggregate cash proceeds actually received in respect of a PIPE financing that New WHC will seek to obtain, and in exchange for that contribution, WHC will issue to New WHC a certain number of WHC Class A common units (as determined pursuant to the WHC Business Combination Agreement).Contributions

1On June 5, 2023, our sponsor agreed to loan us, for deposit into our trust account on the 20th day of each month, for each month during the initial extension period (including June 20, 2023 and up to but excluding June 20, 2024), an amount equal to the lesser of $0.04 per public share that remains outstanding (and which was not redeemed in connection with the initial extension meeting), or $100,000. Because 4,236,788 public shares remained outstanding following the initial extension meeting (for which an amount of $0.04 per public share would exceed $100,000), we began contributing $100,000 per month during the initial extension period. For a further discussion of our initial extension period payments, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations— Liquidity and Capital Resources” below in this Annual Report.

In addition to the consideration payable to all preexisting WHC unit holders in the WHC Business Combination, New WHC will issue to the chief executive officer of WHC (the “Earnout Participant”) warrants to purchase an aggregate of 1,500,000 shares of New WHC Class A common stock at an exercise price per share equal to the greater of $10.00 and the closing price of the New WHC Class A common stock on the date of the Closing. Those warrants will vest in three tranches, exercisable for 500,000 shares each, conditioned on the volume-weighted average price (VWAP) of the New WHC Class A common stock equaling or exceeding $14.00, $18.00 and $22.00, respectively, for any 20 trading days within a period of 30 consecutive trading days following the Closing and before the earlier of (i) the fourth (4th) anniversary of the Closing and (ii) the date on which the Earnout Participant ceases to be employed by New WHC or its affiliates. An additional, cash earn-out payment of $10 million will be payable to WHC and will be distributed by WHC to the holders of its WHC Class B common units on a pro-rata basis (based on their respective ownership of pre-Closing WHC units), in accordance with the terms of the modified prospective post-closing Second A&R LLC Agreement if the aggregate transaction proceeds in the combined company at the Closing is in excess of $70 million, subject to written consent of the PIPE investors in any Spree financings prior to or at Closing.

~~Following~~Termination of ~~the~~ WHC Business Combination, the combined company will be organized in an “Up-C” tax structure, such that WHC and the subsidiaries of WHC will hold and operate substantially all of the assets and business of New WHC, and New WHC will be a publicly listed holding company that will hold equity interests in WHC. Under the Second A&R LLC Agreement, the WHC unit holders will have the right to redeem their WHC Class B common units (together with the forfeiture of shares of New WHC Class X common stock held by them) for New WHC Class A common stock, or, at New WHC’s option, cash, in each case, subject to certain restrictions set forth therein.

~~The~~On August ~~consummation~~23, of2023, ~~the~~Spree ~~proposed~~and WHC ~~Business~~entered ~~Combination~~into isa ~~subject to~~Termination ~~certain~~of ~~conditions as further described in the WHC~~ Business Combination Agreement. ~~Additionally, upon~~ (the ~~closing~~“Termination ~~of the Transactions,~~Agreement”) ~~the~~pursuant ~~public~~to ~~company~~which ~~will~~the ~~be named~~ WHC ~~Worldwide,~~Business ~~Inc.,~~Combination aAgreement ~~Delaware~~was ~~corporation~~terminated, ~~with~~effective ~~the~~as ~~New~~of ~~WHC~~August ~~Class A common stock and New WHC warrants prospectively to be listed on the NYSE (subject to a pending listing application) under the proposed symbols “ZTRP” and “ZTRP/W”~~23, ~~respectively~~ 2023.

~~Unless specifically stated, this Annual Report does not give effect~~As ~~to the proposed Transactions and does not contain~~ a ~~description~~result of ~~many of~~ the ~~risks~~mutual ~~associated~~termination ~~with the Transactions. Such risks and effects relating to the proposed Transactions are described in the Registration Statement. The Registration Statement contains a description~~ of the ~~business, operations, financial condition, management, governance, capitalization and other materials terms related to the combined company following the proposed~~ WHC Business Combination asAgreement, ~~well~~that asagreement ~~information~~became onof ~~the~~no ~~share~~further ~~redemption~~force ~~process~~ and ~~the~~effect, ~~Spree extraordinary~~except ~~general~~as ~~meeting~~set toforth ~~approve~~in the ~~WHC~~Termination ~~Business Combination~~ Agreement ~~and the Transactions contemplated thereunder~~. ~~There~~The ~~are~~mutual notermination ~~assurances that~~of the ~~WHC~~ Business Combination ~~will~~Agreement bealso ~~completed,~~terminated asand ~~the~~made ~~consummation of the Transactions remains subject to the satisfaction or waiver~~void ~~of certain customary closing conditions of~~ the ~~respective~~transaction ~~parties,~~agreements ~~including,~~that ~~among~~were ~~others,~~entered ~~the~~into ~~Registration~~in ~~Statement~~connection ~~being~~with ~~declared effective by~~ the ~~SEC, the approval of the~~ WHC Business Combination ~~at the Spree extraordinary general meeting, and the approval by NYSE of New WHC’s listing application for the New WHC Class A common stock and New WHC warrants~~Agreement. ~~For the avoidance of doubt, the Registration Statement is not incorporated by reference herein.~~

~~Industry~~Second Extension ~~Opportunity~~Meeting for Second Extension of Deadline to Consummate Initial Business Combination

~~Mobility~~On December is21, ~~getting~~2023, ~~increasingly~~we ~~intelligent~~held -a ~~cars~~second extension meeting. At the meeting, ~~cities~~our shareholders approved each of the following proposals: (i) a proposal to approve, by way of special resolution, an amendment to our amended and restated memorandum and articles of association ~~roads~~to ~~etc.~~extend, -by ~~all~~an ~~have~~additional ~~started~~nine months— from March 20, 2024 to ~~increasingly~~December ~~deploy~~20, ~~technology~~2024 (or such earlier date as may be determined by our board of directors in its sole discretion)— the deadline by which we need to consummate an initial business combination (the “Second Articles Extension Proposal”); and ~~data~~(ii) a proposal to amend the Investment Management Trust Agreement, dated as of December 15, 2021, to which we are party with Continental Stock Transfer & Trust Company, to extend the term of that agreement for a period of nine months that corresponds with the extension period under the Second Articles Extension Proposal. Each such proposal was described in ~~order~~more detail in the definitive proxy statement related to ~~achieve~~the ~~better~~second ~~products~~extension meeting, ~~services~~as ~~and~~filed ~~utilization~~with the SEC on December 11, 2023.

~~These~~In connection ~~trends~~with ~~are~~the ~~propelling~~second ~~tectonic~~extension ~~shifts~~meeting, ~~and~~2,371,801 ~~the~~public ~~formation~~shares were redeemed, resulting ofin ~~new~~2,810,702 Class A ordinary shares (consisting of 1,864,987 public shares and ~~exciting~~945,715 ~~trends~~private shares included in the ~~industry,~~private ~~including~~units ~~flexible~~issued ~~insurance~~concurrently ~~models~~with ~~for~~our ~~vehicles,~~initial ~~new~~public ~~types~~offering), ofas ~~vehicle~~well ~~manufacturers,~~as ~~sensor~~5,000,000 ~~technology~~Class ~~that~~B ~~mimics~~ordinary ~~and~~shares, ~~surpasses~~remaining ~~human~~outstanding. ~~capabilities~~On January 2, ~~and~~2024, ~~much~~approximately ~~more~~$26.0 ~~Automotive~~million ~~tech~~was ~~start-ups~~distributed ~~have~~from ~~catapulted~~the ~~onto~~trust account for payments to the USredeeming ~~stock~~shareholders. ~~markets through~~The ~~SPACs,~~balance ~~amassing~~of athe ~~market~~trust ~~capitalization~~account ~~approaching~~following that distribution was approximately $6020.4 ~~billion~~million.

~~Members~~ Termination of ~~our~~Trust ~~team~~Extension ~~are~~Trust heavily immersed in the vibrant mobility sector both as investors and technological business entrepreneurs. We are uniquely positioned to learn about the “next big thing” with our experience in guiding companies from their inception through the chasm to market acceptance.Contributions

~~According~~In advance ~~to McKinsey~~of, ~~since~~and ~~2010,~~in ~~investors~~connection ~~have~~with, ~~poured~~the ~~nearly $330~~vote ~~billion~~of ~~into~~our ~~more~~shareholders ~~than~~at ~~2,000~~the ~~companies~~second ~~focused~~extension ~~on mobility - specifically connectivity~~meeting, ~~automation,~~our ~~smart~~sponsor ~~mobility~~announced ~~and~~that ~~electrification~~beginning ~~(CASE)~~on -November ~~with~~20, ~~over~~2023 ~~$80~~and ~~billion~~continuing ofthroughout ~~this amount invested since~~ the ~~beginning~~second ofextension ~~2019~~period, ~~alone.~~it ~~About~~would ~~two-thirds~~no oflonger make the ~~total investment, or~~ $~~206 billion~~100,000 ~~went~~monthly contributions to ~~autonomous-vehicle~~the ~~(AV)~~trust ~~technologies~~account, ~~and~~which ~~smart~~had ~~mobility.~~been Ainitiated ~~smaller~~in ~~amount~~connection -with ~~about~~the ~~$123~~initial ~~billion~~extension -period. ~~went~~Instead, tothe ~~connectivity and~~sponsor ~~electric~~would ~~vehicles~~utilize ~~(EVs),~~its cash ~~suggesting~~towards ~~that~~optimizing ~~companies~~its ~~prefer~~efforts tofor ~~develop~~a ~~these~~successful ~~technologies~~business ~~in-house,~~combination ~~rather~~for ~~than by pursuing inorganic growth~~Spree.

~~McKinsey further reports that non~~Non-~~incumbents have made over~~Redemption ~~90%~~Agreements ~~of investments~~ in ~~future-mobility~~Connection ~~companies since 2010,~~ with ~~65%~~Second ~~coming~~Extension ~~from~~Meeting venture-capital and private-equity (VC/PE) companies and 28% from tech players. Traditional automotive companies only accounted for 7%, or roughly $20 billion to $25 billion, of the total amount invested.

2In connection with the second extension meeting, Spree and the sponsor entered into non-redemption agreements (the “Non-Redemption Agreements”) with several unaffiliated third parties (the “Non-Redeeming Shareholders”). Under the Non-Redemption Agreements, the Non-Redeeming Shareholders agreed not to redeem (or to validly rescind any redemption requests with respect to) the public shares that they hold or acquired prior to the second extension meeting (the “Non-Redeemed Shares”), in connection with the shareholder vote on the Second Articles Extension Proposal. In exchange for that commitment of the Non-Redeeming Shareholders, the sponsor agreed to transfer founders shares held by it to the Non-Redeeming Shareholders. The sponsor entered into Non-Redemption Agreements with Non-Redeeming Shareholders with respect to an aggregate of 1,825,000 Non-Redeemed Shares. Based on the ratio of 70,000 founders shares for every 200,000 Non-Redeemed Shares, the Non-Redeeming Shareholders are expected to receive 638,750 founders shares from the Sponsor in exchange for their non-redemption commitments concerning those 1,825,000 Non-Redeemed Shares. The transfer of the founders shares to the Non-Redeeming Shareholders is subject to the conditions described in the Non-Redemption Agreements, including our consummation of an initial business combination. The Non-Redeeming Shareholders who will receive the founders shares upon the consummation of a business combination may not redeem those shares in connection with a vote of our shareholders on the business combination, as the founders shares will remain subject to the undertaking of the sponsor in the letter agreement from the IPO not to redeem those shares.

~~Key industry trends and development focus include:~~2

●Developments Subsequent ~~Autonomous driving technology has always been one of the most promising areas within the mobility industry and it continues~~ to ~~grow.~~December This top mobility trend aims to minimize human negligence and errors to create safer roads. Comprehensive AI algorithms now take over the task of driving with advanced driver assistance systems (ADAS) to push the industry towards level-5 autonomous vehicles. Fleets of AVs expand the scope of first- and last-mile commute and make public transportation safer and more efficient. Artificial intelligence31, ~~combined~~2023 ~~with~~Balance ~~smart~~Sheet ~~sensors, accelerate advancements in the mobility industry.~~Date

●Sponsor Conversion ~~Internet~~ of ~~Things~~Founders - Vehicles exchange data with a central hub, as well as each other, through cellular, WiFi, and satellite communications. Previously, Internet of Things, or IoT, was mostly used for entertainment and convenience but recently the focus is shifting to maintenance and safety functionalities. There are various ways to enable connectivity in mobility, for example, “built-in” with embedded original equipment manufacturer, or OEM, solutions or “brought-in” with smartphone-based apps. IoT connectivity enables easy tracking of vehicular data for various use cases such as insurance, driver safety, predictive maintenance, and fleet management. Sharing vehicular data helps not just the individual customer, but overhauls the entire mobility ecosystem.Shares

●On January ~~Electric~~3, ~~Mobility~~2024, ~~- To accelerate~~ the ~~growth~~sponsor ofvoluntarily ~~e-mobility~~elected ~~and promote sustainable mobility, advances have~~ to beconvert ~~spurred in electric drive solutions~~4, ~~electric vehicle~~999,999 orfounders ~~EV,~~shares ~~charging,~~from Class ~~and~~B ~~infrastructure,~~ordinary asshares ~~well~~to asClass ~~data~~A ~~analytics~~ordinary ~~and~~shares, ~~security.~~on ~~Despite~~a ~~the~~one-for-one ~~numerous benefits of electric vehicles to the environment~~basis, ~~there~~in ~~still~~accordance ~~remain~~with ~~many~~Article ~~hurdles for their adoption~~17.2 ~~Startups globally develop solutions to enable the widespread adoption~~ of ~~EVs~~our byamended ~~providing~~and ~~efficient~~restated memorandum ~~batteries~~ and ~~charging~~articles ~~infrastructure. At the same time, emerging companies are manufacturing electric vehicles~~ of ~~all sizes to streamline the logistics sector and reduce harmful emissions~~association.

●The Class ~~Mobility~~A asordinary ashares ~~Service~~issued -upon ~~Integrating~~such ~~various~~conversion ~~modes~~are ofnot ~~transportation~~entitled ~~into a single mobility service presents a user-centric approach~~ to ~~mobility.~~receive ~~Mobility-as-a-Service,~~funds orfrom ~~MaaS,~~our ~~offers~~trust ~~value-added~~account ~~services~~ through ~~the~~redemptions ~~use~~or ~~of a single application to adopt and maintain a user-centric approach. Customers use a sole payment channel instead of multiple ticketing and payment operations~~otherwise, ~~allowing for convenience~~ and ~~efficient~~remain ~~planning.~~subject ~~MaaS also introduces new business models~~ to ~~operate different transport options, reduce congestion and remove capacity constraints. Among~~ the ~~multiple~~existing ~~benefits~~transfer ~~that~~restrictions ~~MaaS~~on ~~offers,~~founders ~~easy~~shares ~~route~~following ~~planning~~such ~~and simplified payments are the keys that make this an emerging mobility trend~~conversion.

●Following completion ~~Micromobility~~of ~~- is gradually gaining in popularity across~~ the world for its convenience and environmental benefits. It is a powerful tool to tackle vehicular greenhouse gas (GHG) emissions and increase access to cheap transportation. Micromobility solutions are also fuel-efficient and do not use fossil fuel-based energy. Bicyclesconversion, ~~which are conventionally popular for urban commuting, also help solve~~ the ~~first~~number and ~~last-mile~~classes ~~commute~~of ~~and~~shares ~~delivery challenges by providing a low cost, easily accessible means~~ of ~~short~~our ~~distance~~Company ~~transport.~~that ~~Furthermore, e-bikes, which~~ are ~~lightweight~~issued and ~~faster~~outstanding ~~than~~consist ~~bicycles, are attracting more city-dwellers to switch to a more convenient form~~ of ~~transportation for their daily commute.~~:

● ~~Artificial~~7,810,701 ~~Intelligence~~Class ~~(AI)~~A -ordinary isshares ~~gaining in functionality and applicability with the refinement of machine learning~~ (~~ML)~~constituted ~~algorithms.~~by ~~AI creates new applications in the mobility industry with robotic automation and advanced data analytics. Particularly~~1,864,987 AIpublic ~~is the base for level-4 and level-5 autonomous driving~~shares, ~~image recognition~~945,715 ~~predictive~~private ~~maintenance~~shares, and ~~in-vehicle experiences. These solutions guide self-driving cars~~4, ~~manage fleets~~999,999 ~~assist~~sponsor-held ~~drivers~~founders toshares ~~improve~~that ~~safety~~are ~~and~~Class ~~improve~~A ~~services~~ordinary ~~such~~shares ~~as vehicle inspection or insurance~~(i. ~~AI also finds applications in automotive manufacturing, where it accelerates the rate of production and helps reduce costs~~e. ~~As in many other industries~~, AIthose isconverted ~~also~~from ~~part~~Class ofB ~~the~~ordinary ~~top~~shares)); ~~mobility industry trends.~~and

3● one sponsor-held founders share that is a Class B ordinary share.

●New York ~~Smart~~Stock ~~Infrastructure~~Exchange - widely acknowledged as the foundation for building smart cities. It extends not only to smart roads, automated parking, and IoT but also to all the various signals and signs along the roadside that provide information to drivers and AVs. AI-based driving systems utilize a broad range of advanced sensors to understand their environment and make data-driven decisions. For example, sensors factor in road signs and other visual information to make an optimal driving decision. Startups develop many solutions for smart infrastructure and smart roads to enable vehicles to communicate with their environment and reduce the burden on drivers.Delisting

●On February ~~Big Data & Analytics - the mobility sector continuously generates a significant amount of data. Curating~~22, ~~comprehending~~2024, ~~and~~we ~~generating~~received ~~insights~~notice from ~~such~~NYSE ~~unstructured~~that ~~data~~we iswere ~~critical~~not toin ~~succeeding~~compliance inwith the ~~fast-paced~~continued ~~mobility~~listing ~~industry.~~standard ~~Big~~set ~~data~~forth ~~analytics~~in ~~and~~Section 802.01B AIof ~~enable~~the ~~startups~~NYSE toListed ~~develop~~Company ~~data~~Manual ~~processing~~(the ~~and~~“Listing ~~analysis solutions to manage and understand large volumes of data~~Rule”). ~~This~~The ~~helps~~Listing ~~mobility~~Rule ~~startups~~requires ~~with~~a ~~fleet~~listed ~~management,~~special ~~predictive~~purpose acquisition ~~maintenance,~~company as(“SPAC”) ~~well~~to asmaintain ~~monitoring~~an ~~and~~average ~~tracking~~aggregate ofglobal ~~vehicle~~market ~~data.~~capitalization ~~For~~attributable ~~example,~~to ~~big~~its ~~data~~publicly held ~~provides~~shares ~~the~~over ~~necessary~~a ~~real-time~~consecutive ~~data~~30 ~~and~~trading ~~support~~day toperiod ~~companies~~of ~~providing~~at aleast ~~platform for road safety and management~~$40,000,000.

~~● Augmented & Virtual Reality -~~ As a ~~big~~result ~~challenge for the mobility industry is reducing road accidents due to human negligence. Startups develop AR solutions to restrict the number~~ of ~~distractions~~that ~~for a driver. For example~~noncompliance, ~~heads-up~~NYSE ~~displays~~suspended ~~(HUDs)~~trading ~~limit~~in ~~the~~our ~~attention~~securities ofpending ~~drivers from their dashboards to their windshields by providing~~ the ~~required~~delisting ~~information~~process ~~on their windshields. AR-based applications also allow automotive companies to provide simulations when the customers~~ or ~~cars~~any ~~are~~successful ~~not~~appeal ~~present~~by ~~in a showroom~~our company. ~~These~~On ~~applications~~March ~~improve~~8, ~~customer~~2024, ~~experiences~~NYSE bydelisted ~~allowing~~each ~~car~~of ~~owners~~our ~~to remotely inspect their cars~~securities. ~~Startups~~That ~~also~~delisting ~~work~~has onadversely ~~AR/VR~~affected ~~solutions to ease~~ the ~~complications~~liquidity ~~encountered~~and byvalue aof ~~technician during maintenance~~our securities.

~~● 3D Printing - Startups and emerging companies~~ We are ~~providing~~currently 3Devaluating ~~printing~~possible ~~services~~alternatives ~~for~~in ~~creating~~light ~~various~~of ~~automotive~~the ~~parts~~delisting. ~~Additive~~While ~~manufacturing~~we ~~with~~intend ~~different~~to ~~materials~~take ~~also~~whatever ~~allows~~means ~~for~~possible ~~designing~~to ~~versatile~~qualify for ~~components~~listing, and ~~spare~~to ~~parts. These include materials that possess a variety of properties like elasticity~~list, ~~conductivity,~~once ~~and heat resistance~~again, ~~all~~our ofsecurities ~~which~~on ~~have~~a ~~automotive~~national ~~applications.~~securities ~~Automotive~~exchange ~~companies~~such ~~use~~as ~~prototyping of parts or full-scale designs for multiple purposes~~Nasdaq, ~~including~~there ~~for~~can ~~testing~~be ~~forms~~no ~~and~~guarantee ~~shapes. 3D printing of~~ that such ~~prototypes~~efforts ~~involves~~will ~~considerably~~be ~~lower costs than actually fabricating the design~~successful. ~~This opens new opportunities for startups to test new material combinations with low-cost multiple iterations, thus enabling rapid prototyping.~~

~~Analysts are forecasting substantial growth~~Industry ~~in key sectors of the mobility industry, for example:~~Opportunity

~~a) Electric Vehicle - according to Meticulous Research®, the EV market~~ Mobility is ~~expected~~getting toincreasingly ~~grow~~intelligent at- ~~a CAGR of 33.6% from 2020 to reach $2~~cars,~~495.4~~ ~~billion by 2027. By volume~~cities, itroads ~~is expected to reach 233~~etc.9 ~~million~~- ~~units~~all byhave ~~2027~~started ~~(CAGR of 21.7%). Growth of the EV market is mainly attributed~~ to ~~factors~~increasingly ~~such~~deploy astechnology ~~supportive government policies~~ and ~~regulations~~data promoting the adoption of EVs, increasing investments by leading automotive OEMs, rising environmental concerns regarding automotive emissions, and the decreasing prices of batteries. However, the lack of charging infrastructure and standardization remains a challenge. The increasing adoption of electric mobility in ~~emerging economies and the growing adoption of autonomous driving vehicles are projected~~ order to ~~provide~~achieve ~~significant~~better growth opportunities for vendors operating in this market. Some of the major trends that may support the growth of this market are the growing deployment of charging stations by retail multinational corporationsproducts, orservices ~~MNCs, increasing adoption of shared mobility,~~ and ~~increasing deployment of smart charging systems~~utilization. ~~The market research firm IDTechEx estimates EVs will constitute up to 80% of the global market by 2040 (IDTechEx: ‘Electric Vehicles: Land, Sea and Air 2021-2041’).~~

b)These trends ~~Mobility~~are aspropelling atectonic ~~Service~~shifts -and ~~according to Emergen Research,~~ the ~~Global~~formation ~~Mobility~~of asnew aand ~~Service~~exciting ~~Market~~trends ~~will~~in ~~reach~~the ~~$523.61 billion by 2027~~industry, ~~driven~~including byflexible ~~the~~insurance ~~convergence~~models for ~~and~~vehicles, ~~the~~new ~~growth~~types of ~~the~~vehicle ~~telecom~~manufacturers, ~~sector~~sensor ~~and~~technology ~~the~~that ~~transportation~~mimics ~~industry.~~and ~~Transport~~surpasses ~~authorities,~~human ~~governments~~capabilities, ~~customers,~~ and ~~businesses~~much ~~have started understanding the ample potential for unlocking various opportunities~~more. ~~There~~Automotive tech ~~has been a surge in the awareness for the adoption of a user~~start-~~centric~~ups ~~approach~~have tocatapulted ~~look~~onto at the ~~mobility~~US ~~opportunities~~stock ~~provided~~markets tothrough ~~customers~~SPACs, asamassing a ~~part~~market ofcapitalization aapproaching ~~wider,~~$60 ~~integrated system~~billion.

4Members of our team are heavily immersed in the vibrant mobility sector both as investors and technological business entrepreneurs. We are uniquely positioned to learn about the “next big thing” with our experience in guiding companies from their inception through the chasm to market acceptance.

c) Advanced Driver Assistance - ADAS are electronic systems in a vehicle that use advanced technologies to assist drivers and increase car and road safety. These technologies work to mitigate accidents due to human error and are among the fastest-growing segments in automotive electronics. The ADAS sensor market is predicted to grow to $40.8 billion in 2030 from $11.5 billion in 2019 (CAGR of 11.7%).3

~~Almost~~According to ~~all~~McKinsey, since 2010, investors have poured nearly $330 billion into more than 2,000 companies focused on mobility ~~sectors~~- ~~are~~specifically connectivity, ~~expecting~~automation, ~~strong~~smart mobility and electrification (CASE) - with over $80 billion of this amount invested since the beginning of 2019 alone. About two-thirds of the total investment, or $206 billion, went to autonomous-vehicle (AV) technologies and smart mobility. A smaller amount - about $123 billion - went to connectivity and electric vehicles (EVs), suggesting that companies prefer to develop these technologies in-house, rather than by pursuing inorganic growth.

~~Automakers~~McKinsey further ~~including~~reports ~~Ford,~~that ~~BMW,~~non-incumbents ~~Volkswagen~~have ~~and~~made ~~Hyundai~~over ~~have invested~~90% inof ~~new~~investments ~~mobile~~in ~~technologies.~~future-mobility Socompanies ~~have~~since ~~suppliers~~2010, ~~such~~with as65% ~~Bosch,~~coming ~~Denso~~from venture-capital and ~~Continental.~~private-equity ~~Among~~(VC/PE) ~~technology~~companies ~~giants,~~and ~~Intel~~28% ~~and~~from ~~Google have~~tech ~~made~~players. ~~the~~Traditional ~~acquisition~~automotive ofcompanies ~~startups~~only ~~part~~accounted offor ~~their~~7%, ~~strategies~~or roughly $20 billion to ~~bolster~~$25 ~~their~~billion, ~~automotive~~of ~~and~~the ~~mobility~~total ~~investments~~amount invested.

~~Young companies are at the center of advanced automotive developments~~Key asindustry ~~well~~trends ~~as cloud computing, 3D printing, predictive sensing, the Internet of Things, augmented~~ and ~~virtual~~development ~~reality~~focus ~~and a host of other Industry 4.0 technologies that are helping multinational corporations improve their performance.~~include:

~~Venture~~● ~~capital~~Autonomous driving technology has ~~quickly~~always ~~flooded~~been ~~into~~one ~~this~~of ~~area~~the ~~and~~most promising areas within the ~~scene~~mobility ~~is now~~industry ~~well~~and ~~developed~~it continues to grow. ~~Many~~This oftop ~~the~~mobility ~~research~~trend ~~intensive~~aims ~~technologies~~to ~~(such~~minimize ashuman ~~radar/lidar/sonar,~~negligence ~~autonomous~~and ~~systems,~~errors ~~opto-electric~~to ~~systems, big~~create ~~data~~safer ~~etc~~roads.) ~~have~~Comprehensive AI algorithms now take over the ~~past~~task ~~few~~of ~~years~~driving ~~dramatically~~with ~~increased~~advanced indriver ~~importance~~assistance ~~for~~systems ~~the~~(ADAS) ~~mobility~~to push the industry astowards itlevel-5 ~~readies~~autonomous ~~itself~~vehicles. ~~for~~Fleets ~~a highly~~of ~~connected~~AVs expand the scope of first- and last-mile commute and make public transportation safer and more efficient. Artificial intelligence, ~~electric~~combined with smart sensors, ~~shared~~accelerate ~~and~~advancements ~~autonomous~~in ~~future~~the mobility industry.

~~Global~~● ~~strategic~~Internet ~~and~~of ~~financial~~Things ~~investors~~- ~~that~~Vehicles ~~have~~exchange ~~invested~~data inwith ~~mobility start-ups~~a ~~include~~central ~~Amazon~~hub, ~~Ford~~as well as each other, ~~General~~through ~~Motors~~cellular, ~~NVIDIA~~WiFi, ~~Volkswagen~~and ~~Group~~satellite communications. Previously, ~~Daimler~~Internet of Things, ~~Kleiner~~or ~~Perkins~~IoT, ~~Bessemer~~was ~~Venture~~mostly ~~Partners~~used for entertainment and convenience but recently the focus is shifting to maintenance and safety functionalities. There are various ways to enable connectivity in mobility, ~~Google~~for example, ~~BMWi~~ ~~Ventures~~“built-in” with embedded original equipment manufacturer, ~~Skoda~~or OEM, ~~MizMaa~~solutions ~~Ventures~~or “brought-in” with smartphone-based apps. IoT connectivity enables easy tracking of vehicular data for various use cases such as insurance, driver safety, predictive maintenance, and ~~Sumitomo~~fleet management. Sharing vehicular data helps not just the individual customer, ~~among~~but ~~others~~overhauls the entire mobility ecosystem.

~~There~~● Electric Mobility - To accelerate the growth of e-mobility and promote sustainable mobility, advances have ~~also~~to ~~been~~be ~~several~~spurred ~~acquisitions~~in electric drive solutions, electric vehicle, or EV, charging, and ~~SPAC~~infrastructure, ~~mergers~~as well as data analytics and security. Despite the numerous benefits of electric vehicles to the environment, ~~including:~~there still remain many hurdles for their adoption. Startups globally develop solutions to enable the widespread adoption of EVs by providing efficient batteries and charging infrastructure. At the same time, emerging companies are manufacturing electric vehicles of all sizes to streamline the logistics sector and reduce harmful emissions.

● Mobility as a) ~~Gogoro~~Service - ~~Entered~~Integrating various modes of transportation into ana ~~agreement~~single mobility service presents a user-centric approach to ~~merge~~mobility. ~~with~~Mobility-as-a-Service, ~~Poema~~or ~~Global~~MaaS, atoffers value-added services through the use of a ~~$2.4~~single ~~billion~~application ~~valuation~~to adopt and maintain a user-centric approach. ~~Gogoro~~Customers isuse a ~~developer~~sole payment channel instead of ~~electric~~multiple ~~scooters~~ticketing and ~~battery~~payment ~~exchange~~operations, ~~stations~~allowing ~~utilizing~~for ~~clean~~convenience ~~energy~~and ~~for~~efficient ~~smart~~planning. ~~cities~~MaaS also introduces new business models to operate different transport options, reduce congestion and remove capacity constraints. Among the multiple benefits that MaaS offers, easy route planning and simplified payments are the keys that make this an emerging mobility trend.

~~b) Veoneer - Entered into definitive agreement to be acquired by Qualcomm and SSW partners for $~~4.5 billion. At closing, SSW will retain Veoneer’s Active Safety and Restraint Control Systems businesses, while Qualcomm will retain Veoneer’s Arriver business consisting of computer vision and Advanced Driver Assistance Systems platforms

c)● ~~Wallbox~~Micromobility - ~~Merged~~is ~~with~~gradually ~~Kensington~~gaining ~~Capital~~in ~~Acquisition~~popularity ~~Corp~~across the world for its convenience and environmental benefits. IIIt atis a ~~$1.5~~powerful ~~billion~~tool ~~valuation.~~to ~~Wallbox~~tackle ~~develops~~vehicular greenhouse gas (GHG) emissions and ~~provides~~increase ~~charging~~access to cheap transportation. Micromobility solutions are also fuel-efficient and do not use fossil fuel-based energy. ~~management~~Bicycles, ~~systems~~which are conventionally popular for ~~electric~~urban ~~vehicles~~commuting, also help solve the first and ~~homes~~last-mile commute and delivery challenges by providing a low cost, ~~allowing~~easily ~~users~~accessible tomeans ~~send~~of ~~energy~~short ~~back~~distance transport. Furthermore, e-bikes, which are lightweight and faster than bicycles, are attracting more city-dwellers to ~~the~~switch ~~grid~~to a more convenient form of transportation for their daily commute.

d● Artificial Intelligence (AI) Li-~~Cycle~~ -is ~~Merged~~gaining in functionality and applicability with ~~Peridot~~the ~~Acquisition~~refinement ~~Corp.~~of atmachine alearning $1(ML) algorithms.7 ~~billion~~AI ~~valuation~~creates new applications in the mobility industry with robotic automation and advanced data analytics. ~~Li-Cycle~~Particularly, AI is athe ~~lithium~~base for level-~~ion~~4 ~~battery~~and ~~resource~~level-5 ~~recovery~~autonomous driving, image recognition, predictive maintenance, and ~~lithium~~in-~~ion~~vehicle ~~battery~~experiences. ~~recycler~~These ~~focused~~solutions onguide ~~the~~self-driving ~~recovery~~cars, ofmanage ~~batteries~~fleets, ~~black~~assist ~~mass~~drivers to improve safety and improve services such as vehicle inspection or insurance. AI also finds applications in automotive manufacturing, where it accelerates the rate of production and helps reduce costs. As in many other ~~intermediate~~industries, ~~materials~~AI is also part of the top mobility industry trends.

e)● ~~CCC~~Smart ~~Information~~Infrastructure ~~Services~~ - ~~Merged~~widely ~~with~~acknowledged ~~Dragoneer~~as ~~Growth~~the ~~Opportunities~~foundation ~~Corp.~~for atbuilding asmart $6cities.5 ~~billion~~It ~~valuation~~extends not only to smart roads, automated parking, and IoT but also to all the various signals and signs along the roadside that provide information to drivers and AVs. ~~CCC~~AI-based ~~Information~~driving ~~Services~~systems ~~provides~~utilize a broad range of advanced sensors to understand their environment and make data-driven decisions. For example, sensors factor in road signs and other visual information ~~services~~to make an optimal driving decision. Startups develop many solutions for smart infrastructure and smart roads to ~~automotive~~enable ~~insurance~~vehicles ~~companies~~to communicate with their environment and reduce the burden on drivers.

f)● ~~indie~~Big ~~Semiconductor~~Data & Analytics - ~~Merged~~the ~~with~~mobility ~~Thunder~~sector ~~Bridge~~continuously ~~Acquisition~~generates IIa significant amount of data. Curating, comprehending, and generating insights from such unstructured data is critical to succeeding in ~~June~~the ~~2021~~fast-paced atmobility aindustry. ~~valuation~~Big data analytics and AI enable startups to develop data processing and analysis solutions to manage and understand large volumes of $1data.4 ~~billion~~This helps mobility startups with fleet management, predictive maintenance, as well as monitoring and tracking of vehicle data. ~~indie~~For ~~Semiconductor~~example, big data provides ~~next~~the ~~generation~~necessary ~~semi~~real-~~conductor~~time data and ~~software~~support ~~solutions~~to companies providing a platform for ~~the~~road ~~semiconductor~~safety ~~space~~and management.

g)● ~~Arrival~~Augmented & Virtual Reality - ~~Merged~~a ~~with~~big ~~CIIG~~challenge ~~Merger~~for ~~Corp~~the mobility industry is reducing road accidents due to human negligence. atStartups develop AR solutions to restrict the number of distractions for a $5driver.4 ~~billion~~For ~~valuation.~~example, ~~Arrival~~heads-up ~~utilizes~~displays a(HUDs) ~~new~~limit ~~approach~~the attention of drivers from their dashboards to their windshields by providing the ~~manufacturing~~required ofinformation ~~clean~~on ~~energy~~their ~~vehicles~~windshields. ~~and~~AR-based isapplications ~~engaged~~also inallow automotive companies to provide simulations when the ~~production~~customers ofor ~~commercial~~cars ~~electric~~are ~~vehicles~~not ~~and~~present ~~vans~~in ~~for~~a showroom. These applications improve customer experiences by allowing car owners to remotely inspect their cars. Startups also work on AR/VR solutions to ease the ~~European~~complications ~~market~~encountered by a technician during maintenance.

5● 3D Printing - Startups and emerging companies are providing 3D printing services for creating various automotive parts. Additive manufacturing with different materials also allows for designing versatile components and spare parts. These include materials that possess a variety of properties like elasticity, conductivity, and heat resistance, all of which have automotive applications. Automotive companies use prototyping of parts or full-scale designs for multiple purposes, including for testing forms and shapes. 3D printing of such prototypes involves considerably lower costs than actually fabricating the design. This opens new opportunities for startups to test new material combinations with low-cost multiple iterations, thus enabling rapid prototyping.

~~h) Metromile - Merged with INSU Acquisition Corp. II in February 2021 at a $1.3 billion market capitalization. Metromile offers pay-per-mile insurance to individuals and corporations~~5

i)Analysts are ~~Moovit~~forecasting -substantial ~~Acquired~~growth ~~by Intel~~ in ~~May~~key ~~2020~~sectors ~~for~~of ~~approximately~~the ~~$900~~mobility ~~million.~~industry, ~~Moovit is known~~ for ~~its urban mobility application that offers travelers around the world the best multimodal trip planning~~example:

ja) ~~Zoox~~Electric Vehicle - ~~Acquired~~according byto ~~Amazon~~Meticulous inResearch®, ~~July~~the EV market is expected to grow at a CAGR of ~~2019~~33.6% ~~for~~from 2020 to reach $1.2,495.4 billion by 2027. ~~Zoox~~By volume, it is ~~developing~~expected anto ~~autonomous~~reach ~~ride-on-demand~~233.9 ~~service~~million ~~leveraging~~units by 2027 (CAGR of 21.7%). Growth of the EV market is mainly attributed to factors such as supportive government policies and regulations promoting the adoption of EVs, increasing investments by leading automotive OEMs, rising environmental concerns regarding automotive emissions, and the decreasing prices of batteries. However, the lack of charging infrastructure and standardization remains a ~~vehicle~~challenge. ~~purpose-built~~The increasing adoption of electric mobility in emerging economies and the growing adoption of autonomous driving vehicles are projected to provide significant growth opportunities for vendors operating in this market. Some of the ~~ride-on-demand~~major ~~sector~~trends that may support the growth of this market are the growing deployment of charging stations by retail multinational corporations, or MNCs, increasing adoption of shared mobility, and increasing deployment of smart charging systems. The market research firm IDTechEx estimates EVs will constitute up to 80% of the global market by 2040 (IDTechEx: ‘Electric Vehicles: Land, Sea and Air 2021-2041’).

kb) ~~MobileEye~~Mobility as a Service - ~~Acquired~~according byto ~~Intel~~Emergen inResearch, ~~May~~the ~~2017~~Global ~~for~~Mobility as a Service Market will reach $15523.361 billion by 2027, driven by the convergence and the growth of the telecom sector and the transportation industry. ~~This~~Transport ~~deal~~authorities, ~~enhanced~~governments, ~~Intel’s~~customers, ~~vital~~and ~~capabilities~~businesses have started understanding the ample potential for unlocking various opportunities. There has been a surge in ~~autonomous~~the ~~driving~~awareness ~~systems~~for ~~and~~the ~~relationships~~adoption ~~with~~of ~~automakers~~a user-centric approach to look at the mobility opportunities provided to customers as a part of a wider, integrated system.

lc) ~~Waze~~Advanced Driver Assistance - AADAS ~~leading~~are ~~navigation~~electronic ~~service~~systems ~~provider~~in ~~acquired~~a byvehicle ~~Google~~that ~~for~~use ~~approximately~~advanced technologies to assist drivers and increase car and road safety. These technologies work to mitigate accidents due to human error and are among the fastest-growing segments in automotive electronics. The ADAS sensor market is predicted to grow to $140.8 billion in ~~June~~2030 ~~2013~~from $11.5 billion in 2019 (CAGR of 11.7%).

~~Acquisition~~Almost all ~~Strategy~~mobility ~~and~~sectors ~~Criteria~~are expecting strong growth.

~~Our~~Automakers including ~~acquisition~~Ford, ~~strategy~~BMW, isVolkswagen toand ~~identify~~Hyundai anhave ~~untapped~~invested ~~opportunity~~in ~~within our~~new ~~target~~mobile ~~mobility~~technologies. ~~industry~~So ~~and~~have ~~offer~~suppliers asuch ~~public-ready~~as ~~business~~Bosch, aDenso ~~facility~~and ~~through~~Continental. Among ~~which~~technology togiants, ~~enter~~Intel and Google have made the ~~public~~acquisition ~~sphere,~~of ~~access~~startups ~~capital~~part ~~markets,~~of their strategies to bolster their automotive and ~~advance~~mobility ~~its priorities~~investments.

~~We have focused on mid-size mobility~~ Young companies ~~that~~are ~~have~~at athe ~~solid~~center ~~technological foundation and promising market opportunities which have so far refrained from becoming public for a variety~~ of ~~reasons.~~advanced Weautomotive ~~have~~developments ~~hoped to~~as ~~serve~~well as ancloud ~~attractive~~computing, ~~partner~~3D ~~for those companies~~printing, ~~enabling~~predictive ~~them to go public in an alternate~~sensing, ~~more~~the ~~easily accessible manner - a business~~Internet ~~combination~~of ~~transaction~~Things, -augmented and tovirtual ~~thereby~~reality ~~benefit~~and ~~from~~a ~~the~~host ~~capital-raising~~of ~~options~~other ~~available~~Industry ~~for~~4.0 atechnologies ~~publicly~~that ~~traded~~are ~~company~~helping inmultinational ~~the~~corporations Uimprove their performance.S.

~~Our~~Venture capital ~~sponsor’s~~has ~~participants~~quickly ~~and~~flooded ~~their~~into ~~affiliates~~this ~~have~~area ~~extensive experience~~ and ~~expertise~~the inscene ~~strategic~~is ~~investments~~now inwell ~~public~~developed. ~~and~~Many ~~private~~of ~~companies~~the ~~where~~research ~~they~~intensive ~~have~~technologies a(such ~~strong~~as radar/lidar/sonar, ~~investment~~autonomous ~~conviction~~systems, ~~driven by~~opto-electric ~~clearly~~systems, ~~identifiable~~big ~~growth~~data ~~opportunities~~etc.) We have ~~applied~~over athe ~~similar~~past ~~investment~~few ~~philosophy~~years ~~and~~dramatically ~~approach~~increased toin ~~analyzing~~importance for ~~prospective~~the ~~targets and~~mobility ~~identifying~~industry anas ~~attractive~~it ~~business~~readies ~~combination~~itself for a highly connected, electric, shared and autonomous future.

~~The~~Global strategic ~~experience~~ and ~~networks~~financial ofinvestors ~~the~~that ~~members of our team~~ have ~~been~~invested ~~a key element~~ in ~~our~~mobility ~~acquisition~~start-ups ~~strategy.~~include WeAmazon, ~~believe~~Ford, ~~that~~General weMotors, ~~are~~NVIDIA, ~~offering~~Volkswagen ~~WHC~~Group, Daimler, ~~significant~~Kleiner ~~added value~~Perkins, ~~which~~Bessemer ~~may~~Venture ~~have~~Partners, ~~represented~~Google, aBMWi ~~decisive competitive~~Ventures, ~~advantage~~Skoda, ~~when~~MizMaa ~~compared~~Ventures toand ~~other~~Sumitomo, ~~SPACs~~among others.

~~Our team members have formidable knowledge of the mobility industry.~~There ~~We all~~ have ~~developed,~~also ~~built~~been ~~and~~several ~~are~~acquisitions ~~actively involved in companies building solutions for the automotive~~ and ~~mobility~~SPAC ~~sectors.~~mergers, We recognize that often company founders who conceive and develop outstanding technologies do not have the necessary market knowledge and business experience to build a strong team and successfully convert their technology into commercial products. We believe that we provide that or can help founders achieve it.including:

~~Our~~a) ~~team~~Gogoro ~~has~~- ~~the~~Entered ~~ability~~into toan ~~evaluate~~agreement ~~businesses~~to ~~comprehensively~~merge -with ~~360 degrees,~~Poema ~~including~~Global ~~technology,~~at ~~IP,~~a ~~competition~~$2.4 ~~and~~billion ~~management~~valuation. -Gogoro inis ~~order~~a todeveloper ~~assess~~of ~~whether~~electric ~~the~~scooters ~~subject~~and ~~has~~battery ~~the~~exchange ~~potential~~stations toutilizing beclean aenergy ~~truly good~~for ~~business.~~smart cities

~~Equally~~b) ~~important~~Veoneer is- ~~our~~Entered ~~team’s~~into ~~well~~definitive ~~developed~~agreement ~~positioning~~to ~~in the~~be ~~mobility~~acquired ~~sector.~~by ~~With~~Qualcomm ~~the~~and ~~team~~SSW ~~spread~~partners ~~across~~for ~~North~~$4.5 ~~America~~billion. At closing, ~~Europe~~SSW ~~and~~will ~~the~~retain ~~Middle~~Veoneer’s ~~East~~Active ~~(Israel),~~Safety ~~team~~and ~~members~~Restraint ~~are~~Control ~~already~~Systems ~~familiar with~~businesses, awhile ~~substantial~~Qualcomm ~~percentage~~will ofretain ~~the~~Veoneer’s ~~likely~~Arriver ~~acquisition~~business ~~targets~~consisting ~~that~~of ~~are~~computer avision ~~part~~and ofAdvanced ~~the~~Driver ~~evaluation~~Assistance ~~process.~~Systems platforms

~~We are confident of our ability to bring significant added value to an acquisition target such as WHC, including:~~6

●c) ~~Giving~~Wallbox it- ~~access~~Merged towith ~~our~~Kensington ~~networks.~~Capital WeAcquisition ~~have~~Corp. ~~well~~II ~~established contacts~~ at ~~senior~~a ~~level~~$1.5 ~~with~~billion ~~executives~~valuation. inWallbox ~~automotive~~develops and ~~other~~provides ~~relevant~~charging ~~sectors.~~and ~~These~~energy ~~could~~management besystems ~~used~~for toelectric ~~open~~vehicles ~~doors~~ and ~~facilitate business development opportunities~~homes, ~~receive~~allowing ~~feedback~~users onto ~~the~~send ~~attractiveness~~energy ~~and~~back ~~potential~~to of the ~~products and so on.~~grid

6d) Li-Cycle - Merged with Peridot Acquisition Corp. at a $1.7 billion valuation. Li-Cycle is a lithium-ion battery resource recovery and lithium-ion battery recycler focused on the recovery of batteries, black mass and other intermediate materials

●e) ~~Generally~~CCC ~~advising~~Information ~~and~~Services ~~participating~~- inMerged ~~management~~with ~~discussions,~~Dragoneer ~~giving~~Growth ~~the~~Opportunities ~~benefit~~Corp. ofat ~~our~~a ~~experience~~$6.5 billion valuation. CCC Information Services provides data and ~~technological~~information ~~knowledge.~~services to automotive insurance companies

●f) ~~Considering~~indie ~~and~~Semiconductor ~~implementing~~- ~~corporate~~Merged ~~finance~~with ~~activities,~~Thunder ~~including~~Bridge ~~identifying~~Acquisition ~~and~~II ~~executing merger opportunities between companies~~ in ~~the~~June ~~mobility~~2021 ~~sector~~at ~~with~~a ~~strong~~valuation ~~synergies where the pooling~~ of ~~resources~~$1.4 ~~could~~billion. ~~well~~indie ~~bring~~Semiconductor ~~about~~provides ~~economies~~next ofgeneration ~~scale~~semi-conductor and ~~significant~~software ~~increases~~solutions infor ~~enterprise~~the ~~value.~~semiconductor space

Itg) ~~must~~Arrival be- ~~emphasized~~Merged ~~that~~with weCIIG ~~take~~Merger Corp. at a ~~highly~~$5.4 ~~proactive~~billion ~~approach~~valuation. ~~We have~~Arrival ~~been~~utilizes ~~employing~~a new approach to the ~~following~~manufacturing ~~procedure~~of clean energy vehicles and is engaged in ~~evaluating~~the ~~prospective~~production ~~target~~of ~~businesses~~commercial ~~for~~electric ~~our~~vehicles ~~initial~~and ~~business~~vans ~~combination:~~for the European market

ah) ~~Utilizing~~Metromile ~~mobility~~- ~~industry~~Merged ~~expertise~~with toINSU ~~identify~~Acquisition ~~about~~Corp. ~~100~~II ~~potential~~in ~~targets~~February 2021 at a $1.3 billion market capitalization. Metromile offers pay-per-mile insurance to individuals and corporations

bi) ~~Carrying~~Moovit ~~out~~- ~~detailed~~Acquired ~~evaluation~~by Intel in ~~order~~May to2020 ~~create~~for aapproximately ~~short~~$900 ~~list~~million. ofMoovit ~~between~~is ~~six~~known ~~and~~for 12its ~~potential~~urban ~~targets.~~mobility application that offers travelers around the world the best multimodal trip planning

cj) ~~Monitoring~~Zoox ~~the~~- ~~six~~Acquired toby 12Amazon ~~selected~~in ~~companies~~July of 2019 for up$1.2 tobillion. ~~four~~Zoox ~~months,~~is indeveloping ~~order~~an toautonomous ~~assess~~ride-on-demand ~~their~~service ~~activities~~leveraging ~~under~~a ~~regular~~vehicle ~~operating~~purpose-built ~~conditions.~~for the ride-on-demand sector

dk) ~~Initiating~~MobileEye ~~contact~~- ~~with~~Acquired ~~management~~by ~~and~~Intel ~~starting~~in ~~the~~May ~~due~~2017 ~~diligence~~for ~~process~~$15.3 ~~The~~billion. ~~due~~This ~~diligence~~deal ~~includes~~enhanced ~~close~~Intel’s ~~involvement~~vital incapabilities ~~the potential target companies, including participation~~ in ~~management~~autonomous ~~meetings,~~driving ~~attending~~systems ~~meetings with customers, suppliers~~ and ~~other~~relationships ~~relevant~~with ~~parties.~~automakers

el) ~~Negotiating~~Waze ~~and~~- ~~executing~~A anleading ~~acquisition~~navigation service provider acquired by Google for approximately $1 billion in June 2013.

f)Acquisition Strategy ~~Post-acquisition monitoring~~ and ~~possible active participation in company management as appropriate.~~Criteria

~~We have relied upon the following general, non-exclusive criteria and~~Our ~~guidelines~~acquisition ~~that~~strategy weis ~~believe~~to ~~are~~identify ~~important~~an inuntapped ~~evaluating~~opportunity ~~prospective~~within ~~targets for~~ our ~~initial~~target ~~business~~mobility ~~combination.~~industry Weand ~~have~~offer ~~used~~a ~~these~~public-ready ~~criteria in evaluating WHC; however~~business, noa facility ~~individual~~through ~~criterion~~which ~~was~~to ~~entirely~~enter ~~determinative~~the ofpublic ~~our~~sphere, ~~decision~~access tocapital ~~pursue~~markets, ~~the~~and ~~prospective~~advance ~~WHC~~its ~~Business Combination~~priorities..

~~Essentially~~We have wefocused ~~have~~on ~~sought~~mid-size mobility companies that have a ~~good~~solid ~~company,~~technological ~~with~~foundation ~~strong~~and ~~growth~~promising ~~potential,~~market opportunities which have ~~having~~so far refrained from becoming public for a ~~management~~variety ~~team~~of ~~that~~reasons. ~~demonstrates~~We ~~openness~~have hoped to ~~accept~~serve ~~advice~~as ~~and~~an attractive partner for those companies, enabling them to ~~reassess~~go ~~objectives~~public in ~~light~~an ofalternate, ~~changing~~more ~~market~~easily ~~circumstances~~accessible manner - a business combination transaction - and to thereby benefit from the capital-raising options available for a publicly traded company in the U.S.

Our sponsor’s participants and their affiliates have extensive experience and expertise in strategic investments in public and private companies where they have a strong investment conviction driven by clearly identifiable growth opportunities. We have ~~focused~~applied ona ~~target~~similar investment ~~businesses~~philosophy orand ~~assets~~approach ~~with~~to ~~the~~analyzing ~~following~~prospective ~~attributes:~~targets and identifying an attractive business combination.

●The experience ~~Large~~and ~~Markets.~~networks Weof the members of our team have ~~targeted~~been ~~companies~~a key element in our acquisition strategy. We believe that ~~operate~~we orare ~~will~~offering WHC ~~operate~~significant inadded avalue, ~~large~~which ~~addressable~~may ~~market~~have inrepresented ~~the~~a ~~mobility~~decisive ~~sector~~competitive ~~and~~advantage ~~related~~when ~~technologies~~compared to other SPACs.

● Middle-Market Businesses. We believe that the middle-market segment provides the greatest number of opportunities for investment and is consistent with our sponsor’s participants’ investment history across the various mobility segments. These segments are where our management team has the strongest capability to identify attractive opportunities. We have been seeking to acquire potential target businesses that can use the funding we bring to achieve value-creating milestones.7

●Our team ~~Established~~members ~~Platform~~have atformidable ~~Inflection~~knowledge ~~Point~~ of ~~Growth.~~the ~~Collectively,~~mobility ~~our~~industry. ~~management~~We ~~team~~all ~~and board~~ have ~~meaningful~~developed, ~~experience~~built ~~operating~~ and ~~investing~~are inactively ainvolved ~~broad~~in ~~range~~companies building ofsolutions ~~businesses~~for ~~participating~~the inautomotive ~~future~~and mobility sectors. We ~~believe~~recognize that ~~our~~often ~~broad~~company ~~understanding~~founders ofwho ~~companies~~conceive ~~operating~~and indevelop ~~the~~outstanding technologies ~~mobility~~do ~~ecosystem,~~not ~~including~~have ~~connected,~~the ~~autonomous,~~necessary ~~shared~~market knowledge and ~~electric~~business ~~focused~~experience ~~mobility~~to ~~businesses,~~build ~~uniquely~~a ~~positions~~strong usteam toand ~~identify~~successfully ~~companies~~convert attheir technology ~~the~~into ~~center~~commercial ofproducts. ~~mobility~~We ~~trends~~believe ~~and~~that ~~identify~~we ~~opportunities~~provide ~~where~~that ~~capital~~or ~~deployment~~ can behelp ~~most~~founders ~~impactful~~achieve it.

7Our team has the ability to evaluate businesses comprehensively - 360 degrees, including technology, IP, competition and management - in order to assess whether the subject has the potential to be a truly good business.

●Equally important ~~Benefit~~is ~~from~~our ~~Being~~team’s awell ~~Public~~developed ~~Company.~~positioning ~~We have been seeking potential target businesses with technological or other competitive advantages~~ in the ~~markets~~mobility insector. ~~which~~With ~~they~~the ~~operate~~team ~~that~~spread ~~can~~across ~~benefit~~North ~~from~~America, aEurope ~~broader~~and the ~~access~~Middle toEast ~~capital~~(Israel), ~~and~~team ~~the~~members ~~heightened~~are ~~public~~already ~~profile~~familiar ~~associated~~ with ~~being~~ a ~~publicly~~substantial ~~traded~~percentage ~~company.~~of Itthe is likely ~~that~~acquisition ~~our~~targets ~~target~~that ~~company will have been planning~~ are a ~~public~~part ~~issue~~of asthe ~~its~~evaluation ~~preferred medium-long term financing strategy~~process.

~~● Technology-Driven Business Model.~~ We are ~~have~~confident ~~been~~of ~~seeking~~our toability ~~acquire potential target businesses with pioneering technologies in the mobility sector, where we are able~~ to ~~utilize~~bring ~~our~~significant ~~industry~~added ~~knowledge~~value ~~and contacts~~ to ~~validate~~an ~~the~~acquisition ~~value~~target ~~proposition~~such ~~and~~as ~~provide~~WHC, ~~added value.~~including:

● ~~Competitive~~Giving ~~Edge~~it access to our networks. We have ~~been~~well ~~targeting~~established ~~companies~~contacts ~~that~~at ~~are~~senior ~~set~~level upwith ~~for~~executives ~~long~~in ~~term~~automotive ~~growth~~ and asother ~~such,~~relevant ~~have~~sectors. aThese ~~competitive~~could ~~edge.~~be ~~This~~used ~~may~~to ~~include~~open ~~first~~doors toand ~~market,~~facilitate ~~network~~business ~~effects~~development opportunities, ~~lead~~receive infeedback ~~technology~~on orthe ~~access~~attractiveness toand potential of the ~~key~~products ~~customers~~and so on.

● ~~Experienced~~Generally ~~Management~~advising ~~Team. A target company’s management team~~ and ~~engineering/technical~~participating ~~teams~~in ~~is a key part of our evaluation. The right combination of~~ management ~~and~~discussions, ~~technical~~giving ~~expertise at a target company is~~ the ~~key~~benefit ~~to long term success for these types~~ of ~~companies. Our management team and~~ our ~~board have significant~~ experience ~~in understanding such companies~~ and ~~evaluating~~technological ~~a company’s management and technical expertise~~knowledge. ~~The team must be suitable as a candidate for a public listing.~~

● ~~Significant~~Considering ~~Growth~~and ~~Prospects.~~implementing Wecorporate ~~have~~finance ~~been~~activities, ~~looking~~including toidentifying ~~select a target business expected to have significant embedded~~ and~~/or~~ ~~underexploited~~executing ~~growth~~merger opportunities; ~~with~~between ~~near-~~companies ~~and~~in ~~longer-term~~the ~~valuation~~mobility ~~inflection~~sector ~~points~~with ~~that~~strong ~~will~~synergies ~~allow~~where ~~it to reap~~ the ~~advantages~~pooling ~~and acceleration~~ of ~~having~~resources ~~access~~could towell ~~public~~bring ~~capital~~about ~~markets.~~economies ~~It is important to see that the availability~~ of ~~investment~~scale ~~will~~and ~~accelerate~~significant ~~the~~increases ~~growth~~in ~~path~~enterprise value.

WeIt must ~~may~~be ~~use~~emphasized ~~other~~that ~~criteria~~we ~~and~~take ~~guidelines as well. Any evaluation relating to the merits of~~ a ~~particular~~highly ~~initial~~proactive ~~business~~approach. ~~combination~~We ~~were~~have tobeen beemploying ~~based~~the onfollowing ~~these~~procedure ~~general~~in ~~criteria~~evaluating ~~and guidelines as well as other~~prospective ~~considerations,~~target ~~factors,~~businesses ~~and~~for ~~criteria that~~ our ~~management~~initial ~~may~~business ~~deem relevant.~~combination:

~~In evaluating~~ a) ~~prospective~~Utilizing ~~target~~mobility business, we have conducted comprehensive due diligence review. That due diligence review has included, among other things, a financial statement analysis, initial public offering readiness assessment, business practices integration analysis, document reviews, meetings with the target’s management and other employees, inspection of facilities, consultations with relevant industry ~~experts,~~expertise ~~competitors,~~to ~~customers,~~identify ~~and~~about ~~suppliers,~~100 aspotential ~~well as a review of additional information (operational, financial, legal and otherwise) that we have obtained as part of our analysis of a target company~~targets.

Web) ~~were~~Carrying ~~not~~out ~~prohibited~~detailed ~~from~~evaluation ~~pursuing~~in anorder ~~initial business combination with a company that is affiliated with our sponsor, officers, or directors. In the event we had sought~~ to ~~complete~~create ~~our initial business combination with~~ a ~~company~~short ~~that~~list ~~is affiliated with our sponsor, officers, or directors, we, or a committee~~ of ~~independent~~between ~~directors,~~six ~~was to~~and ~~obtain~~12 anpotential opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of viewtargets. ~~WHC is not a company that is affiliated with our sponsor, officers, or directors.~~

~~Sourcing~~c) ofMonitoring ~~Potential~~the ~~Business~~six ~~Combination~~to ~~Targets~~12 selected companies for up to four months, in order to assess their activities under regular operating conditions.

Wed) ~~believe~~Initiating ~~that~~contact ~~the~~with ~~operational~~management and ~~transactional~~starting ~~experience~~the ofdue ~~our management~~diligence ~~team~~process. ~~and~~The ~~members~~due ofdiligence ~~our~~includes ~~sponsor~~close ~~(and~~involvement ~~the investors~~ in the ~~sponsor)~~potential ~~and~~target ~~the~~companies, ~~relationships~~including ~~they~~participation ~~have~~in ~~developed~~management ~~because of such experience~~meetings, ~~has~~attending ~~provided~~meetings us with acustomers, ~~substantial~~suppliers ~~number~~and ofother ~~potential~~relevant ~~business combination targets~~parties.

Ase) ~~stated~~Negotiating ~~earlier,~~and weexecuting ~~believe~~an ~~that members of our team have extensive knowledge of a substantial percentage of potential target companies in the ecosystem~~acquisition.

~~Members~~f) ofPost-acquisition ~~our~~monitoring ~~management team~~ and ~~other~~possible ~~members~~active ofparticipation ~~our sponsor have operated and invested~~ in ~~leading~~company ~~mobility~~management ~~companies,~~as across their corporate life cycles and have developed deep relationships with organizations and investors operating around the world, and in target regions with a high concentration of mobility companies, in particularappropriate.

8We have relied upon the following general, non-exclusive criteria and guidelines that we believe are important in evaluating prospective targets for our initial business combination. We have used these criteria in evaluating WHC; however, no individual criterion was entirely determinative of our decision to pursue the prospective WHC Business Combination..

~~This~~Essentially we ~~network~~have ~~has~~sought ~~grown~~a ~~through~~good ~~sourcing~~company, ~~acquiring,~~with ~~and~~strong ~~financing~~growth ~~businesses and maintaining relationships with sellers~~potential, ~~financing~~having ~~sources~~a ~~and target~~ management ~~teams. Our management~~ team ~~members have significant experience in executing transactions under varying economic and financial market conditions. We believe~~ that ~~these~~demonstrates ~~networks~~openness ~~of contacts and relationships and this experience has helped us~~ to ~~identify~~accept ~~attractive~~advice ~~mobility technology-based businesses that can benefit from access to the public markets,~~ and ~~execute complex business combination transactions, thereby enhancing shareholder value. In addition,~~ ~~target business candidates may be brought~~ to ~~our~~reassess ~~attention~~objectives ~~from~~in ~~various~~light ~~unaffiliated~~of ~~sources,~~changing ~~including investment~~ market ~~participants, private equity funds and large business enterprises seeking to divest noncore assets or divisions~~circumstances.

We believe that we have been well-positioned to leverage our sponsor’s, affiliates’, and management team’s successful track record growing local and international technology companies into large, successful publicly traded entities, and their deep network of relationships, as strong competitive advantages. We have utilized our management’s and sponsor’s expertise and their respective deal-sourcing capabilities to provide us with a strong pipeline of potential targets.8

We have ~~believe~~focused ~~that~~on ~~the~~target ~~experience~~businesses ofor ~~our management team and directors in evaluating~~ assets ~~through investing and company building has enabled us to source the highest quality targets. Our selection process has leveraged the relationships of our management team~~ with industry captains, leading venture capitalists, private equity and hedge fund managers, respected peers, and a network of investment banking executives, attorneys, and accountants. Together with this network of trusted partners, we can capitalize the ~~target~~following ~~business and create purposeful strategic initiatives to achieve attractive growth and performance targets.~~attributes:

~~Our~~● ~~management~~Large ~~team~~Markets. ~~consists~~We ofhave ~~professionals~~targeted ~~and senior operating executives of various~~ companies ~~and~~that ~~entities~~operate ~~with~~or ~~decades~~will ofoperate ~~experience~~in ~~and~~a ~~industry~~large ~~exposure~~addressable ~~across~~market ~~numerous~~in ~~mobility sectors. Based on our management team’s extensive experience and industry exposure, we believe that we may be able to identify, evaluate~~ the ~~risk and~~mobility ~~reward~~sector ~~of,~~ and ~~execute~~related ~~on attractive acquisition opportunities~~technologies.

~~Our~~● ~~management~~Middle-Market ~~team~~Businesses. ~~consists~~We ofbelieve ~~Rani~~that ~~Plaut,~~the ~~our~~middle-market ~~Chief~~segment ~~Executive~~provides ~~Officer~~ the greatest number of opportunities for investment and ~~director,~~is ~~Nir~~consistent ~~Sasson,~~with our ~~Chief~~sponsor’s ~~Operating~~participants’ ~~Officer,~~investment ~~and~~history ~~Shay~~across ~~Kronfeld,~~the various mobility segments. These segments are where our ~~Chief~~management ~~Financial~~team ~~Officer~~has ~~and~~the VPstrongest ~~Business~~capability to identify attractive opportunities. We have been seeking to acquire potential target businesses that can use the funding we bring to achieve value-creating milestones.

~~Initial~~● ~~Significant~~Established ~~Activities~~Platform ~~Following~~at ~~Inception~~Inflection Point of Growth. Collectively, our management team and board have meaningful experience operating and investing in a broad range of businesses participating in future mobility. We believe that our broad understanding of companies operating in the mobility ecosystem, including connected, autonomous, shared and electric focused mobility businesses, uniquely positions us to identify companies at the center of mobility trends and identify opportunities where capital deployment can be most impactful.

On● ~~December~~Benefit ~~20,~~from ~~2021,~~Being wea ~~consummated~~Public ~~our~~Company. ~~initial~~We ~~public~~have ~~offering.~~been ~~Pursuant to~~seeking ~~our~~potential ~~IPO,~~target webusinesses ~~offered~~with ~~and~~technological ~~sold~~or another ~~aggregate~~competitive ofadvantages ~~20,000,000~~in ~~units,~~the ~~consisting~~markets ofin ~~17,500,000~~which ~~units~~they operate that ~~served~~can asbenefit ~~the~~from ~~base~~a ~~offering~~broader ~~amount, and~~access anto ~~additional 2~~capital,~~500,000~~ ~~units~~and ~~for~~the ~~which~~heightened ~~the~~public ~~underwriters~~profile ~~exercised~~associated anwith ~~over-allotment~~being ~~option~~a ~~(out~~publicly oftraded acompany. ~~total~~It ofis ~~2,625,000~~likely ~~units~~that ~~for which~~our ~~the~~target ~~underwriters~~company ~~were~~will ~~granted~~have anbeen ~~over-allotment~~planning ~~option~~a ~~for~~public 45issue ~~days~~as ~~following~~its ~~the~~preferred ~~pricing~~medium-long ofterm ~~the~~financing ~~IPO)~~strategy.

~~Each~~● ~~public unit consists of one Class A ordinary share and one~~Technology-~~half of~~Driven aBusiness ~~public warrant~~Model. ~~Each~~We ~~whole~~have ~~warrant~~been ~~entitles~~seeking ~~the~~to ~~holder~~acquire ~~thereof~~potential totarget ~~purchase~~businesses ~~one~~with ~~Class~~pioneering Atechnologies ~~ordinary~~in ~~share~~the ~~for~~mobility ~~$11.50~~sector, ~~per~~where ~~share.~~we ~~The~~are ~~public units~~able ~~were~~to ~~sold~~utilize atour aindustry ~~price~~knowledge ofand ~~$10.00~~contacts ~~per~~to ~~unit,~~validate ~~generating~~the ~~gross~~value ~~proceeds~~proposition toand usprovide ofadded ~~$200,000,000~~value.

~~Substantially~~● ~~concurrent~~Competitive ~~with the closing of our IPO, we completed the private sale of an aggregate of 945,715 private units to Spree Operandi U~~Edge.S. ~~LP,~~We ~~the~~have ~~wholly-owned~~been ~~U.S.~~targeting ~~subsidiary~~companies ofthat ~~our sponsor, Spree Operandi, LP. The purchase price per private unit was $10.00, generating aggregate gross proceeds to us of $9,457,150. The warrants contained in the private units~~ are ~~identical~~set toup ~~the warrants included in the units sold in the initial public offering, except that,~~ for so long asterm ~~they~~growth ~~are~~and ~~held~~as ~~by Spree Operandi~~such, LPhave ora ~~its~~competitive ~~affiliates:~~edge. ~~(1)~~This ~~they are not redeemable by us; (2) they~~ may ~~not~~include ~~(including~~first ~~the~~to ~~Class A ordinary shares issuable upon exercise of those warrants)~~market, ~~subject~~network ~~to certain limited exceptions~~effects, belead ~~transferred,~~in ~~assigned~~technology or ~~sold~~access ~~by the~~to ~~sponsor until 30 days after~~ the ~~completion~~key ~~of our initial business combination; and (3) they (including the Class A ordinary shares issuable upon exercise of these warrants) are entitled to registration rights~~customers.

9● Experienced Management Team. A target company’s management team and engineering/technical teams is a key part of our evaluation. The right combination of management and technical expertise at a target company is the key to long term success for these types of companies. Our management team and our board have significant experience in understanding such companies and evaluating a company’s management and technical expertise. The team must be suitable as a candidate for a public listing.

~~Following~~● ~~the~~Significant ~~closings,~~Growth Prospects. We have been looking to select a ~~total~~target ofbusiness ~~$204,000,000~~expected ~~from~~to ~~the~~have ~~proceeds~~significant ~~of the~~embedded ~~initial~~and/or ~~public~~underexploited ~~offering~~growth opportunities; with near- and longer-term valuation inflection points that will allow it to reap the ~~sale~~advantages and acceleration of having access to public capital markets. It is important to see that the ~~private~~availability ~~units~~of ~~was~~investment ~~placed~~will inaccelerate the ~~trust~~growth ~~account~~path.

~~Our~~We may ~~units~~use ~~commenced~~other ~~trading~~criteria onand ~~the~~guidelines ~~NYSE~~as ~~on December 20, 2021 under the symbol “SHAPU”~~well. ~~Beginning~~Any onevaluation ~~February~~relating 4,to ~~2022,~~the ~~holders~~merits of ~~the~~a ~~public~~particular ~~units~~initial ~~have~~business ~~been~~combination ~~able~~ were to ~~elect~~be tobased ~~separately~~on ~~trade the~~these ~~public~~general ~~shares~~criteria and ~~public~~guidelines ~~warrants~~as ~~included~~well inas ~~the~~other ~~units.~~considerations, ~~The~~factors, ~~Class A ordinary shares~~ and ~~warrants~~criteria that ~~are~~our ~~separated~~management ~~are~~may ~~traded on~~deem ~~the NYSE under the symbols “SHAP” and “SHAP/W,” respectively~~relevant. ~~Units that are not separated continue to trade on the NYSE under the symbol “SHAP/U.”~~

~~Competitive~~In evaluating ~~Strengths~~a prospective target business, we have conducted comprehensive due diligence review. That due diligence review has included, among other things, a financial statement analysis, initial public offering readiness assessment, business practices integration analysis, document reviews, meetings with the target’s management and other employees, inspection of facilities, consultations with relevant industry experts, competitors, customers, and suppliers, as well as a review of additional information (operational, financial, legal and otherwise) that we have obtained as part of our analysis of a target company.

~~Status as a Public Company~~9

We were ~~believe~~not ~~that~~prohibited ~~our~~from ~~structure~~pursuing ~~makes us~~ an ~~attractive~~initial business combination with a company that is affiliated with our sponsor, officers, or directors. ~~partner~~In the event we had sought to ~~target~~complete ~~businesses.~~our Asinitial anbusiness ~~existing~~combination ~~public~~with a company that is affiliated with our sponsor, officers, or directors, we, ~~offer~~or a ~~target~~committee ~~business~~of anindependent ~~alternative~~directors, was to aobtain ~~traditional~~an ~~initial~~opinion ~~public offering~~from ~~through~~an independent investment banking firm which is a ~~merger~~member of FINRA or ~~other~~an independent accounting firm that our initial business combination is fair to our company from a financial point of view. WHC is not a company that is affiliated with our sponsor, officers, or directors.

~~In this situation, the owners of the target business would exchange~~Sourcing ~~their shares~~ of ~~stock~~Potential or other equity interests in the target business for our ordinary shares or for a combination of our ordinary shares and cash, allowing us to tailor the consideration used in the transaction to the specific needs of the sellers. In the case of the WHC Business Combination, we have worked with WHC to structure the Transactions so that the combined company will be organized in an “Up-C” tax structure following the WHC Business Combination, such that WHC and the subsidiaries of WHC will hold and operate substantially all of the assets and business of New WHC, and New WHC will be a publicly listed holding company that will hold equity interests in WHC. Based on that structure, the preexisting WHC unit holders would potentially exchange their equity interest in both WHC (Class B common units) and New WHC (New WHC Class X common stock) for New WHC Class A common stock to be held in the public holding company. We believe that target businesses might find a de-SPAC business combination avenue a more certain and cost-effective method to becoming a public company than a typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, roadshow and public reporting efforts that will likely not be present to the same extent in connection with a business combination with us.Targets

~~Furthermore,~~We believe ~~once~~that the ~~business~~operational ~~combination~~and istransactional ~~consummated,~~experience ~~the~~of ~~target business~~our ~~will~~management ~~have~~team ~~effectively~~and ~~become~~members aof ~~public~~our ~~company,~~sponsor ~~whereas~~(and anthe ~~initial~~investors ~~public~~in ~~offering is always subject to~~ the ~~underwriters’~~ ~~ability~~sponsor) toand ~~complete~~ the ~~offering,~~relationships asthey ~~well~~have asdeveloped ~~general~~because ~~market~~of ~~conditions~~such ~~that could prevent the offering from occurring. Once public~~experience, ~~we believe~~has ~~the~~provided ~~target~~us ~~business would then have greater access to capital and an additional means of providing management incentives consistent~~ with ~~shareholders’ interests than it would have as~~ a ~~privately-held~~substantial ~~company.~~number ~~Public~~of ~~company status can offer further benefits by~~potential ~~enhancing~~business acombination ~~company’s profile among potential new customers and vendors and attracting talented employees~~targets.

~~While~~As stated earlier, we believe that ~~our~~members ~~status~~of ~~as a public company makes us an attractive business partner, some potential target businesses may view the inherent limitations in~~ our ~~status~~team ashave aextensive ~~blank~~knowledge ~~check~~of ~~company as~~ a ~~deterrent and~~substantial ~~may~~percentage prefer to effect a business combination with a more established entity or with a private company. These limitations include constraints on our available financial resources, which may be inferior to those of ~~other~~potential ~~entities pursuing the acquisition of similar~~ target ~~businesses;~~companies ~~the requirement that we seek shareholder approval of a business combination or conduct a tender offer~~ in ~~relation thereto, which may delay~~ the ~~consummation of a transaction; and the existence of our outstanding warrants, which may represent a source of future dilution~~ecosystem.

10Members of our management team and other members of our sponsor have operated and invested in leading mobility companies, across their corporate life cycles and have developed deep relationships with organizations and investors operating around the world, and in target regions with a high concentration of mobility companies, in particular.

~~Financial~~This network ~~Position~~has grown through sourcing, acquiring, and financing businesses and maintaining relationships with sellers, financing sources and target management teams. Our management team members have significant experience in executing transactions under varying economic and financial market conditions. We believe that these networks of contacts and relationships and this experience has helped us to identify attractive mobility technology-based businesses that can benefit from access to the public markets, and execute complex business combination transactions, thereby enhancing shareholder value. In addition, 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.

~~With funds available in our trust fund in an approximate amount~~We ofbelieve ~~$208,690,000~~that ~~(as~~we ofhave ~~March~~been ~~21,~~well-positioned ~~2023), assuming no redemptions, and after payment of a $9,000,000 deferred underwriting fee~~ to ~~Stifel in~~leverage ~~connection with the business combination, in each case before additional fees and expenses associated with~~ our ~~initial business combination~~sponsor’s, we ~~offer a target business a variety of options such as creating a liquidity event for its owners~~affiliates’, ~~providing capital for the potential growth~~ and ~~expansion~~management ofteam’s ~~its operations or strengthening its balance sheet by reducing its debt ratio. Because we are able to complete~~successful ~~our~~track ~~initial~~record ~~business~~growing ~~combination~~local ~~using~~and ~~our~~international ~~cash,~~technology ~~debt~~companies orinto ~~equity securities~~large, orsuccessful apublicly ~~combination~~traded ~~of the foregoing~~entities, ~~we have the flexibility to use the most efficient combination that allows us to tailor the consideration to be paid to the target business to fit its needs~~ and ~~desires.~~ Intheir ~~the~~deep ~~case~~ network of ~~the WHC Business Combination~~relationships, weas ~~expect~~strong tocompetitive ~~utilize the “Up-C” tax structure and enable the target company equity holders (WHC unit holders) to potentially receive equity in the publicly traded, parent holding company~~advantages. ~~Given~~We ~~the~~have ~~possibility that~~utilized ~~there may be a significant percentage of~~ our ~~public~~management’s ~~shareholders~~and ~~that~~sponsor’s ~~may~~expertise ~~elect~~and ~~to redeem~~ their ~~shares in connection with the WHC~~respective ~~Business~~deal-sourcing ~~Combination~~capabilities ~~or any other business combination, thereby reducing our cash resources in the trust account, we plan~~ to ~~secure~~provide ~~a PIPE~~us ~~financing~~with ~~in order to successfully effect the WHC Business Combination. However, there can be no assurance that such~~ a ~~financing will~~strong bepipeline ~~available~~of topotential ustargets.

~~Effecting~~We believe that the experience of our management team and directors in evaluating assets through investing and company building has enabled us to source the highest quality targets. Our selection process has leveraged the relationships of our management team with industry captains, leading venture capitalists, private equity and hedge fund managers, respected peers, and a ~~Business~~network ~~Combination~~of investment banking executives, attorneys, and accountants. Together with this network of trusted partners, we can capitalize the target business and create purposeful strategic initiatives to achieve attractive growth and performance targets.

~~General~~Our management team consists of professionals and senior operating executives of various companies and entities with decades of experience and industry exposure across numerous mobility sectors. Based on our management team’s extensive experience and industry exposure, we believe that we may be able to identify, evaluate the risk and reward of, and execute on attractive acquisition opportunities.

~~We are utilizing cash derived from the proceeds of our initial public~~Our ~~offering~~management ~~and~~team ~~the~~consists ~~private placement~~ of ~~units~~Rani ~~in effecting a business combination (presently~~Plaut, ~~the WHC Business Combination). Investors in~~ our ~~initial~~Chief ~~public~~Executive ~~offering~~Officer ~~invested~~and ~~without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. In the case of the WHC Business Combination~~director, weNir ~~are seeking to consummate a business combination with a company that has undergone significant growth since it was formed in 2018~~Sasson, ~~with~~our ~~significant~~Chief ~~revenues~~Operating ~~to fund its operations. In an effort to focus on strengthening WHC’s business on a stand-alone basis~~Officer, weand ~~expect~~Shay ~~to effect only a single business combination with the proceeds from~~ Kronfeld, our ~~initial public~~Chief ~~offering~~Financial Officer and ~~concurrent~~VP ~~private placement~~Business.

~~Selection~~Initial Significant ofActivities aFollowing ~~Target Business and Structuring of a Business Combination~~Inception

~~Subject to our management team’s pre-existing fiduciary obligations~~On ~~and~~December ~~the~~20, ~~fair market value requirement described below~~2021, we ~~have~~consummated ~~had~~our ~~virtually~~initial ~~unrestricted~~public ~~flexibility in identifying and selecting a prospective acquisition candidate~~offering. WePursuant ~~have~~to ~~not~~our ~~established~~IPO, ~~any~~we ~~specific~~offered ~~attributes~~and orsold ~~criteria~~an ~~(financial~~aggregate orof ~~otherwise)~~20,000,000 ~~for~~units, consisting ~~prospective~~of ~~target~~17,500,000 ~~businesses other~~units ~~than~~that served as ~~described~~the ~~under~~base ~~“Acquisition~~offering ~~Strategy~~amount, and ~~Criteria”~~an ~~above.~~additional ~~Now~~2,500,000 ~~that~~units wefor ~~are~~which ~~party to~~ the ~~WHC Business~~underwriters ~~Combination~~exercised ~~Agreement,~~an ~~investors~~over-allotment ~~will~~option ~~need~~(out toof ~~evaluate~~a ~~the~~total ~~possible merits or risks~~ of ~~WHC~~2,625,000 asunits afor ~~target business with~~ which ~~we may complete~~ the ~~WHC~~underwriters ~~Business~~were ~~Combination~~granted byan ~~reviewing~~over-allotment ~~the Registration Statement that we filed with respect to that transaction. Although our management~~option ~~has~~for ~~endeavored~~45 todays ~~evaluate~~following the ~~risks~~pricing ~~inherent~~of in the ~~WHC Business Combination, we cannot assure you that we have properly ascertained or assessed all significant risk factors~~IPO).

~~Sources of Target Businesses~~10

AsEach public ~~the~~unit ~~principal~~consists ~~means~~ of ~~identifying~~one ~~potential~~Class ~~target~~A ~~businesses, we~~ordinary ~~have~~share ~~relied on the extensive contacts~~ and ~~relationships~~one-half of ~~our~~a ~~sponsor,~~public ~~officers and directors~~warrant. ~~While~~Each ~~our~~whole ~~officers~~warrant ~~and~~entitles ~~directors are not required to commit any specific amount of time in identifying or performing due diligence on potential target businesses,~~ the ~~relationships that~~holder ~~they~~thereof ~~have developed over their careers and their access~~ to ~~our sponsor’s members’ and affiliates’ contacts and~~ ~~resources~~purchase ~~generated~~one aClass ~~number~~A ofordinary ~~potential~~share ~~business~~for ~~combination opportunities that warranted further investigation~~$11.50 Weper also have had target business candidates brought to our attention from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial communityshare. ~~Target~~The ~~businesses~~public ~~have~~units ~~been brought~~were tosold ~~our~~at ~~attention by such unaffiliated sources as~~ a ~~result~~price of ~~being solicited by us through calls or mailings~~$10.00 ~~These~~per ~~sources also introduced us to target businesses they thought we would be interested in on an unsolicited basis~~unit, ~~since~~generating ~~many of these sources read our~~gross ~~public~~proceeds ~~disclosures~~to ~~and~~us ~~know what types~~ of ~~businesses we were targeting~~$200,000,000.

11Substantially concurrent with the closing of our IPO, we completed the private sale of an aggregate of 945,715 private units to Spree Operandi U.S. LP, the wholly-owned U.S. subsidiary of our sponsor, Spree Operandi, LP. The purchase price per private unit was $10.00, generating aggregate gross proceeds to us of $9,457,150. The warrants contained in the private units are identical to the warrants included in the units sold in the initial public offering, except that, for so long as they are held by Spree Operandi, LP or its affiliates: (1) they are not redeemable by us; (2) they may not (including the Class A ordinary shares issuable upon exercise of those warrants), subject to certain limited exceptions, be transferred, assigned or sold by the sponsor until 30 days after the completion of our initial business combination; and (3) they (including the Class A ordinary shares issuable upon exercise of these warrants) are entitled to registration rights.

~~Our officers and directors must present to us all target business~~Following ~~opportunities that have a fair market value of at least 80% of~~ the ~~assets held in the trust account (excluding taxes payable on the income accrued in the trust account) at the time of the agreement to enter into the initial business combination~~closings, ~~subject~~a tototal ~~any pre-existing fiduciary or contractual obligations. We have also engaged the services~~ of ~~professional firms or other individuals that specialize in business acquisitions on a formal basis (including Stifel~~$204, ~~which has served as our financial advisor)~~000,000 tofrom ~~which 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~~proceeds of the ~~transaction. In no event, however, will our sponsor,~~ initial ~~shareholders,~~public ~~officers,~~offering ~~directors~~and ~~or their respective affiliates be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate,~~ the ~~consummation~~sale of anthe ~~initial business~~private ~~combination~~units ~~(regardless~~was ofplaced in the ~~type~~trust ~~of transaction that it is) other than:~~account.

●Our units commenced trading on the ~~monthly~~NYSE ~~$10~~on December 20,~~000~~ ~~administrative~~2021 ~~services~~under ~~fee;~~the symbol “SHAPU”. Beginning on February 4, 2022, holders of the public units have been able to elect to separately trade the public shares and public warrants included in the units. The Class A ordinary shares and warrants that were separated were traded on the NYSE under the symbols “SHAP” and “SHAP/W,” respectively. Units that were not separated continued to trade on the NYSE under the symbol “SHAP/U.” Since March 8, 2024, when NYSE delisted each of our securities, our securities have not been traded on any market.

● the payment of consulting, success or finder fees to our sponsor, officers, directors, initial shareholders or their affiliates in connection with the consummation of our initial business combination;Competitive Strengths

●Status as ~~the~~a ~~repayment~~Public of up to $300,000 in loans that the sponsor may provide to us, which loans were evidenced by the an unsecured promissory note under which we had initially borrowed $199,598 prior to the consummation of our IPO, which was repaid in full upon the consummation of our IPO;Company

●We believe ~~any~~that ~~additional~~our ~~working~~structure ~~capital~~makes ~~loans~~us ~~that~~an ~~our~~attractive ~~sponsor~~business ~~may~~combination ~~provide~~partner to target businesses. As an existing public company, we offer a target business an alternative to a traditional initial public offering through a merger or other business combination. The owners of a target business could exchange their shares of stock or other equity interests in the target business for our ordinary shares or for a combination of our ordinary shares and cash, allowing us; to tailor the consideration used in the transaction to the specific needs of the sellers. We believe that target businesses might find a de-SPAC business combination avenue a more certain and cost-effective method to becoming a public company than a typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, roadshow and public reporting efforts that will likely not be present to the same extent in connection with a business combination with us.

●Furthermore, once the ~~reimbursement~~business combination is consummated, the target business will have effectively become a public company, whereas an initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of ~~any~~providing ~~out~~management incentives consistent with shareholders’ interests than it would have as a privately-~~of-pocket~~held ~~expenses~~company. Public company status can offer further benefits by enhancing a company’s profile among potential new customers and vendors and attracting talented employees.

~~Our~~While we ~~audit~~believe ~~committee~~that ~~reviews~~our ~~and~~status ~~approves~~as ~~all~~a ~~reimbursements~~public ~~and~~company ~~payments made~~makes tous ~~our~~an ~~sponsor,~~attractive ~~officers~~business partner, ~~directors~~some orpotential ~~our~~target orbusinesses ~~their~~may ~~respective~~view ~~affiliates,~~the inherent ~~with~~limitations ~~any~~in ~~interested~~our ~~director~~status ~~abstaining~~as ~~from~~a ~~such~~blank ~~review and~~check ~~approval.~~company Weas ~~have~~a nodeterrent ~~present~~and ~~intention~~may prefer to ~~enter~~effect ~~into~~ a business combination with a ~~target business that is affiliated with any of~~more ~~our~~established ~~officers,~~entity ~~directors~~ or ~~sponsor, and WHC is not affiliated~~ with ~~any~~a ofprivate ~~them~~company. ~~However,~~These tolimitations ~~the~~include ~~extent~~constraints ~~the~~on ~~WHC~~our ~~Business~~available ~~Combination~~financial ~~is not completed for any reason~~resources, wewhich ~~are~~may ~~not restricted from entering into a transaction with an entity that has any such affiliation and~~be ~~may~~inferior doto sothose ifof ~~(i)~~other ~~such~~entities ~~transaction~~pursuing isthe ~~approved~~acquisition ~~by a majority~~ of ~~our~~similar ~~disinterested~~target ~~independent~~businesses; ~~directors~~the ~~and~~requirement ~~(ii)~~that we ~~obtain~~seek anshareholder ~~opinion from~~approval anof ~~independent~~a ~~investment~~business ~~banking~~combination ~~firm,~~ or ~~another~~conduct ~~independent~~a ~~entity~~tender ~~that~~offer ~~commonly~~in ~~renders~~relation ~~valuation opinions~~thereto, ~~that~~which ~~the~~may ~~business~~delay ~~combination is~~the ~~fair~~consummation toof ~~our unaffiliated shareholders from~~ a ~~financial~~transaction; ~~point~~and ofthe ~~view. Because WHC is not affiliated with any~~ existence of our ~~officers,~~outstanding ~~directors or sponsor~~warrants, wewhich ~~have~~may ~~not~~represent ~~obtained~~a ~~any~~source ~~such~~of ~~opinion~~future ~~in connection with the WHC Business Combination~~dilution.

~~Selection of a Target Business and Structuring of a Business Combination~~11

~~We initially had 15 months from the closing date of our initial public~~Financial offering (i.e., until March 20, 2023) to consummate our initial business combination, which period was to be extended: (a) an additional three months to a total of 18 months if we were to file (i) a Form 8-K that included a definitive merger or acquisition agreement or (ii) a proxy statement, registration statement or similar filing for an initial business combination, but without completing the initial business combination within such 15-month period; (b) up to two instances of an additional three months per instance for a total of up to 18 months or 21 months, respectively, by depositing into the trust account for each three month extension an amount equal to $0.10 per unit or (c) for an additional period as a result of a shareholder vote to amend our amended and restated memorandum and articles of association (in each case, an “Extension Period”). Because we filed a Form 8-K to report our entry into the WHC Business Combination Agreement on October 31, 2022, we qualified for an initial three-month Extension Period, until June 20, 2023.Position

~~Subject~~With funds toavailable in our ~~management~~trust ~~team’s~~fund ~~pre-existing~~in ~~fiduciary~~an ~~obligations and~~approximate ~~the~~amount ~~limitations~~of ~~that~~$20,689,000 a(as ~~target~~of ~~business~~March ~~have~~31, a2024), ~~fair~~assuming ~~market~~no ~~value~~redemptions, and after payment of ata ~~least~~$9,000,000 ~~80%~~deferred ofunderwriting ~~the~~fee ~~balance~~to Stifel in connection with the ~~trust~~business ~~account~~combination (~~excluding~~which ~~taxes payable~~we onintend ~~the~~to ~~income~~negotiate in ~~earned~~an onattempt ~~the~~to ~~trust account~~reduce), atin ~~the~~each ~~time~~case ofbefore ~~the~~additional ~~execution~~fees ofand aexpenses ~~definitive~~associated ~~agreement~~with ~~for~~ our initial business combination, we offer a target business a variety of options such as ~~described~~creating ~~below~~a inliquidity ~~more~~event ~~detail~~for its owners, providing capital for the potential growth and ~~that~~expansion weof ~~must~~its ~~acquire~~operations aor ~~controlling~~strengthening ~~interest~~its inbalance ~~the~~sheet ~~target~~by ~~business,~~reducing ~~our~~its ~~management~~debt ~~has~~ratio. ~~virtually~~Because we are able to complete our initial ~~unrestricted~~business ~~flexibility~~combination inusing ~~identifying~~our ~~and~~cash, ~~selecting~~debt or equity securities, or a ~~prospective~~combination ~~target~~of ~~business.~~the Weforegoing, we have ~~not~~the ~~established~~flexibility ~~any~~to ~~specific~~use ~~attributes or~~the ~~criteria~~most ~~(financial~~efficient orcombination ~~otherwise)~~that ~~for~~allows ~~prospective~~us ~~target~~to ~~businesses,~~tailor ~~except~~the asconsideration ~~described~~to ~~above~~be ~~under~~paid ~~“Acquisition~~to ~~Strategy~~the target business to fit its needs and ~~Criteria”~~desires.

12Effecting a Business Combination

An evaluation relating to the merits of a particular business combination has been based, to the extent relevant, on such factors, as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective. In evaluating a prospective target business, we have conducted an extensive due diligence review which has encompassed, among other things, meetings with incumbent management and inspection of facilities, as well as review of financial and other information which has been made available to us. This due diligence review has been conducted by our management.General

~~Fair~~We may ~~Market~~utilize ~~Value~~cash derived from the proceeds of ~~Target~~our ~~Business~~initial public offering and the private placement of units in effecting a business combination. Investors in our initial public offering invested without first having an opportunity to evaluate the specific merits or risks of any one or more business combinations. In an effort to focus on strengthening a target company’s business on a stand-alone basis, we expect to effect only a single business combination with the proceeds from our initial public offering and concurrent private placement.

~~NYSE listing rules require that the target business or businesses that~~Selection weof ~~acquire must collectively have~~ a ~~fair~~Target ~~market~~Business ~~value~~and ~~equal~~Structuring ~~to at least 80%~~ of ~~the balance of the funds in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the execution of~~ a ~~definitive~~Business agreement for our initial business combination. Notwithstanding the foregoing, if we are not then listed on NYSE for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.Combination

WeSubject to ~~currently~~our ~~anticipate~~management ~~structuring~~team’s apre-existing ~~business~~fiduciary ~~combination~~obligations toand ~~acquire 100% of~~ the ~~equity~~fair ~~interests~~market orvalue ~~assets~~requirement ofdescribed ~~the~~below, ~~target~~we ~~business~~have orhad virtually ~~businesses~~unrestricted ~~(as~~flexibility isin ~~the~~identifying ~~case~~and ~~with~~selecting ~~the~~a ~~WHC~~prospective ~~Business~~acquisition ~~Combination)~~candidate. We ~~may, however,~~have ~~structure~~not ~~our~~established ~~initial~~any ~~business~~specific attributes ~~combination~~or ~~where~~criteria we(financial ~~merge~~or ~~directly~~otherwise) ~~with~~for ~~the~~prospective target ~~business~~businesses orother ~~where~~than weas ~~acquire~~described ~~less~~under ~~than~~“Acquisition ~~100%~~Strategy ofand ~~such~~Criteria” ~~interests~~above. orAlthough ~~assets~~our ofmanagement ~~the~~will ~~target~~endeavor ~~business in order~~ to ~~meet~~evaluate ~~certain objectives of~~ the ~~target~~risks ~~management~~inherent ~~team~~in ora ~~shareholders~~business orcombination, we ~~for~~cannot ~~other~~assure ~~reasons,~~you ~~but~~that we will ~~only~~properly ~~complete~~ascertain ~~such business combination if the post-transaction company owns~~ or ~~acquires~~assess ~~50%~~all orsignificant ~~more~~risk of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Actfactors.

~~Even if the post-transaction company owns or acquires 50% or more of~~Sources ~~the voting securities~~ of ~~the~~Target target, our shareholders prior to the business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we could acquire a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity 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 trust account balance test.Businesses

~~The fair market value of~~ As the ~~target~~principal ~~will~~means ~~be determined by our board~~ of ~~directors~~identifying ~~based~~potential ~~upon~~target ~~one~~businesses, orwe ~~more~~have ~~standards~~relied ~~generally~~on ~~accepted by~~ the ~~financial~~extensive ~~community~~contacts ~~(such~~and asrelationships ~~actual~~of ~~and~~our ~~potential sales~~sponsor, ~~earnings,~~ ~~cash~~officers ~~flow~~ and ~~their~~directors. ~~respective~~While ~~growth~~our ~~rates,~~officers ~~book value~~ and~~/or~~ ~~the~~directors ~~market~~are ~~size~~not ~~addressed~~required ).to ~~The~~commit ~~proxy~~any ~~solicitation~~specific ~~materials~~amount orof ~~tender offer~~time ~~documents used by us~~ in ~~connection~~identifying ~~with~~or ~~any proposed transaction will provide public shareholders with our analysis of the fair~~performing ~~market~~due ~~value~~diligence ofon ~~the~~potential target ~~business~~businesses, ~~as well as~~ the ~~basis~~relationships ~~for~~that ~~our~~they ~~determinations~~have ~~(as~~developed isover ~~the~~their ~~case~~careers ~~with~~and ~~the~~their ~~proxy~~access ~~solicitation~~to ~~materials~~our sponsor’s ~~for~~members’ ~~the~~and ~~WHC~~affiliates’ ~~Business~~contacts ~~Combination).~~and Ifresources ~~our~~generated ~~board~~a isnumber ~~not~~of ~~able~~potential tobusiness ~~independently~~combination ~~determine~~opportunities that ~~the~~warranted further ~~target~~investigation. ~~business~~We ~~has~~also ahave ~~sufficient~~had ~~fair market~~target ~~value,~~business wecandidates ~~will~~brought ~~obtain~~to anour ~~opinion~~attention from anvarious unaffiliated sources, ~~independent~~ including investment ~~banking firm~~bankers, orventure ~~another~~capital ~~independent~~funds, ~~entity~~private ~~that commonly~~equity ~~renders~~funds, ~~valuation~~leveraged ~~opinions~~buyout funds, ~~with~~management ~~respect~~buyout tofunds ~~the~~and ~~satisfaction~~other members of the ~~such~~financial ~~criteria~~community. WeTarget ~~will~~businesses ~~not~~have bebeen ~~required~~brought to ~~obtain~~our anattention ~~opinion~~by ~~from an~~such ~~investment~~unaffiliated ~~banking~~sources ~~firm~~ as toa ~~the~~result ~~fair~~of ~~market~~being ~~value~~solicited by ifus ~~our~~through ~~board~~calls ofor ~~directors~~mailings. ~~independently~~These ~~determines~~sources ~~that~~also ~~the~~introduced ~~target~~us ~~business~~to ~~complies with~~target ~~the~~businesses ~~80%~~they ~~threshold.~~thought Wewe ~~have~~would ~~not~~be ~~obtained~~interested ~~such~~in on an ~~opinion~~unsolicited basis, insince ~~the~~many ~~case~~ of ~~the~~these ~~WHC~~sources ~~Business~~read ~~Combination,~~our ~~given~~public ~~that~~disclosures ~~our~~and ~~board~~know ofwhat ~~directors has~~types ~~independently~~of ~~made~~businesses ~~that~~we ~~determination~~were targeting.

1312

~~Lack~~Our officers and directors must present to us all target business opportunities that have a fair market value of ~~Business~~at ~~Diversification~~least 80% of the assets held in the trust account (excluding taxes payable on the income accrued in the trust account) at the time of the agreement to enter into the initial business combination, subject to any pre-existing fiduciary or contractual obligations. We have also engaged the services of professional firms or other individuals that specialize in business acquisitions on a formal basis (including Stifel, which has served as our financial advisor), to which 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. In no event, however, will our sponsor, initial shareholders, officers, directors or their respective affiliates be paid any finder’s fee, consulting fee or other compensation prior to, or for any services they render in order to effectuate, the consummation of an initial business combination (regardless of the type of transaction that it is) other than:

We● ~~are currently seeking~~ the ~~WHC~~monthly ~~Business Combination with just one business— that of WHC. Therefore~~$10,000 atadministrative ~~least~~services initially, the prospects for our success will be entirely dependent upon the future performance of WHC’s business operations. Unlike other entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:fee;

● ~~subject~~the uspayment toof ~~numerous economic~~consulting, ~~competitive~~success ~~and regulatory developments, any~~ or ~~all~~finder offees ~~which~~to ~~may~~our ~~have~~sponsor, aofficers, ~~substantial~~directors, ~~adverse~~initial ~~impact~~shareholders ~~upon~~or ~~the~~their ~~particular~~affiliates ~~industry~~ in ~~which~~connection wewith ~~may~~the ~~operate~~consummation ~~subsequent~~of toour ainitial business combination~~, and~~;

● result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services.

	●	the repayment of up to $300,000 in loans that the sponsor may provide to us, which loans were evidenced by an unsecured promissory note under which we had initially borrowed $199,598 prior to the consummation of our IPO, which was repaid in full upon the consummation of our IPO;

	●	The repayment of $500,000 of loans ($100,000 per month, over a period of five months) that the sponsor loaned us for contribution to our trust account during the initial extension period, from June 20, 2023 until (but not including) November 20, 2023;

~~Limited~~● ~~Ability~~any toadditional ~~Evaluate~~working ~~the~~capital ~~Target~~loans ~~Business’ Management~~that our sponsor may provide to us; and

~~Although~~● ~~we have scrutinized~~ the ~~management~~reimbursement of ~~WHC (and would do likewise with~~ any ~~other potential target business) when evaluating the desirability~~ out-of-pocket ~~effecting a business combination with it, we cannot assure you that our assessment of the target business’ management will prove to be correct~~expenses. In addition, we cannot assure you that the future management of the combined company will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the future role of our officers and directors, if any, in WHC or any other business following a business combination cannot presently be stated with any certainty. While it is possible that some of our key personnel will remain associated in senior management or advisory positions with us following a business combination, it is unlikely that they will devote their full time efforts to our affairs subsequent to a business combination. Moreover, they would only be able to remain with the company after the consummation of a business combination if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for them to receive compensation in the form of cash payments and/or our securities for services they would render to the company after the consummation of the business combination. While the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. Additionally, not all of our officers and directors have significant experience or knowledge relating to the operations of WHC, and may not have such experience or knowledge with respect to any other particular target business.

~~Following~~Our audit acommittee ~~business~~reviews ~~combination,~~and ~~the~~approves ~~combined~~all ~~company~~reimbursements ~~may~~and ~~seek~~payments made to ~~recruit~~ ~~additional~~our ~~managers~~sponsor, toofficers, ~~supplement~~directors ~~the~~or ~~incumbent~~our ~~management~~or oftheir ~~the~~respective affiliates, ~~target~~with ~~business~~any interested director abstaining from such review and approval. We ~~cannot~~have ~~assure~~no ~~you~~present ~~that~~intention ~~the~~to ~~combined~~enter ~~company~~into a business ~~will~~combination ~~have~~with ~~the~~a ~~ability~~target tobusiness ~~recruit~~that ~~additional~~is ~~managers~~affiliated with any of our officers, directors or sponsor. However, we are not restricted from entering into a transaction with an entity that has any such ~~additional~~affiliation ~~managers~~and itmay ~~does~~do ~~recruit~~so ~~will~~if ~~have~~(i) ~~the~~such ~~requisite~~transaction ~~skills,~~is approved by a ~~knowledge~~majority of our disinterested independent directors and (ii) we obtain an opinion from an independent investment banking firm, or ~~experience~~another independent ~~necessary~~entity tothat ~~enhance~~commonly renders valuation opinions, that the ~~incumbent~~business ~~management~~combination is fair to our unaffiliated shareholders from a financial point of view..

~~Shareholders~~Selection of ~~May~~a ~~Not~~Target ~~Have~~Business ~~the~~and ~~Ability~~Structuring toof ~~Approve~~a ~~an Initial~~ Business Combination

InWe initially ~~connection~~had ~~with~~15 ~~any~~months ~~proposed~~from ~~business~~the ~~combination,~~closing wedate ~~will~~of ~~either (1)~~our asinitial wepublic ~~plan~~offering to(i.e., dountil inMarch ~~the case of the WHC Business Combination~~20, ~~seek~~2023) ~~shareholder~~to ~~approval~~consummate of our initial business combination, atwhich aperiod ~~general meeting~~was ~~called~~to ~~for~~be ~~such~~extended: ~~purpose~~(a) atan ~~which~~additional ~~shareholders~~three ~~may~~months ~~seek~~ to ~~redeem~~a ~~their~~total ~~shares, regardless~~ of ~~whether~~18 ~~they~~months ~~vote~~if ~~for~~we orwere ~~against the~~to ~~proposed~~file ~~business~~(i) ~~combination~~a orForm do8-K that ~~not~~included ~~vote~~a atdefinitive ~~all,~~merger ~~for~~or ~~their~~acquisition ~~pro~~agreement ~~rata~~or ~~share~~(ii) ofa ~~the~~proxy ~~aggregate~~statement, ~~amount~~registration ~~then~~statement onor ~~deposit~~similar infiling ~~the~~for ~~trust~~an ~~account~~initial ~~(net~~business ~~of taxes payable)~~combination, orbut ~~(2)~~without ~~provide~~completing ~~our~~the ~~shareholders~~initial ~~with~~business ~~the~~combination ~~opportunity~~within tosuch ~~sell~~15-month ~~their~~period; ~~shares~~(b) up to ustwo ~~by means~~ instances of aan ~~tender~~additional ~~offer (and~~three ~~thereby~~months ~~avoid~~per ~~the~~instance ~~need~~ for a ~~shareholder~~total ~~vote)~~of ~~for~~up ~~an amount equal~~ to ~~their~~18 ~~pro~~months ~~rata~~or ~~share~~21 ofmonths, ~~the~~respectively, ~~aggregate~~by ~~amount~~depositing ~~then~~into ~~on deposit in~~ the trust account for ~~(net~~each ofthree ~~taxes~~month ~~payable),~~extension inan ~~each~~amount ~~case~~equal ~~subject~~ to ~~the limitations described herein~~$0.10 ~~The~~per ~~decision~~unit asor to(c) ~~whether~~for wean ~~will seek~~additional ~~shareholder~~period ~~approval~~as of a ~~proposed~~result ~~business~~of ~~combination or will allow shareholders to sell their shares to us in~~ a ~~tender~~shareholder ~~offer~~vote ~~will~~to beamend ~~made by us, solely in~~ our ~~discretion,~~amended and ~~will~~restated bememorandum ~~based on a variety of factors such as the timing of the transaction~~ and ~~whether~~articles ~~the terms~~ of ~~the~~association. ~~transaction~~Because ~~would~~we ~~otherwise~~filed ~~require~~a usForm 8-K to ~~seek~~report ~~shareholder~~our ~~approval.~~entry Ininto the ~~case of the~~ WHC Business ~~Combination, the terms~~ ~~of the WHC Business~~ Combination Agreement ~~require~~on usOctober to31, ~~obtain~~2022, ~~that shareholder approval. If~~ we ~~determine~~qualified tofor ~~engage~~an ininitial athree-month ~~tender offer~~extension, ~~such~~ ~~tender~~until ~~offer~~June ~~will~~20, be2023. ~~structured~~Subsequently, soour shareholders ~~that~~approved ~~each~~two ~~shareholder~~further ~~may~~extension ~~tender~~periods ~~all~~at ofthe ~~his~~extension meetings, ~~her~~first oruntil ~~its~~27 ~~shares~~months following ~~rather~~our ~~than~~initial ~~some~~public ~~pro~~offering ~~rata~~(March ~~portion of his~~20, ~~her or its shares. In that case~~2024), weand ~~will~~then ~~file~~until ~~tender~~36 ~~offer~~months ~~documents~~following ~~with~~our ~~the SEC which will contain substantially the same financial and other information about the~~ initial ~~business~~public ~~combination~~offering as(December ~~is required under the SEC’s proxy rules~~20, 2024).

14Subject to our management team’s pre-existing fiduciary obligations and the limitations that a target business have a fair market value of at least 80% of the balance in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination, as described below in more detail, and that we must acquire a controlling interest in the target business, our management has virtually unrestricted flexibility in identifying and selecting a prospective target business. We have not established any specific attributes or criteria (financial or otherwise) for prospective target businesses, except as described above under “Acquisition Strategy and Criteria”.

Our amended and restated memorandum and articles of association, as well as a closing condition under the WHC Business Combination Agreement, provide that we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon such consummation. In addition, our amended and restated memorandum and articles of association provide that if we seek shareholder approval for our initial business combination (as is the case with the WHC Business Combination), a majority of the outstanding ordinary shares voted are voted in favor of the business combination. We have chosen our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended. If we do not meet that requirement, and WHC and/or our shareholders do not approve amendments to the WHC Business Combination Agreement or the amended and restated memorandum and articles of association to eliminate those requirements, we will be unable to complete the WHC Business Combination, and our public shareholders may need to wait until June 20, 2023 (or later, if we extend that date) in order to be able to receive a pro rata share of the trust account upon our liquidation.13

InAn evaluation ~~connection~~relating ~~with~~to the ~~Spree~~merits ~~extraordinary~~of ~~general~~a ~~meeting~~particular tobusiness ~~approve the~~combination ~~WHC~~has ~~Business~~been ~~Combination~~based, ~~(or~~to ~~any~~the ~~other~~extent ~~potential business combination)~~relevant, ~~our~~on ~~sponsor,~~such ~~initial shareholders~~factors, ~~officers~~as ~~and directors~~well ~~have~~as ~~agreed~~other ~~(1)~~considerations todeemed ~~vote~~relevant ~~any~~by ~~ordinary~~our ~~shares~~management ~~owned~~in byeffecting ~~them~~a inbusiness ~~favor~~combination ofconsistent ~~the~~with ~~proposed~~our business ~~combination,~~objective. In ~~(2)~~evaluating ~~not~~a toprospective ~~redeem~~target ~~any~~business, ~~ordinary shares~~we inhave ~~connection~~conducted ~~with~~an ~~the~~extensive ~~shareholder~~due ~~vote~~diligence toreview ~~approve~~which ~~the~~has ~~proposed~~encompassed, ~~initial~~among ~~business~~other ~~combination~~things, meetings ~~and~~with ~~(3)~~incumbent inmanagement ~~the~~and ~~case~~inspection of afacilities, ~~tender~~as ~~offer (not~~well ~~applicable~~as toreview ~~the~~of ~~WHC~~financial ~~Business~~and ~~Combination),~~other ~~not~~information ~~sell~~which ~~any~~has ~~ordinary~~been made ~~shares~~available into ~~any~~us. ~~tender~~This indue ~~connection~~diligence ~~with~~review ahas ~~proposed~~been ~~initial~~conducted ~~business combination~~by our management.

~~None of our officers, directors, sponsor, initial shareholders or their~~Fair ~~affiliates~~Market ~~has~~Value ~~indicated any intention to purchase units or Class A ordinary shares from persons in the open market or in private transactions. However, if a significant number~~ of ~~shareholders~~Target ~~vote,~~Business or indicate an intention to vote, against a proposed business combination or indicate that they wish to have their shares redeemed, our officers, directors, sponsor, initial shareholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote and reduce the number of redemptions. Notwithstanding the foregoing, our officers, directors, sponsor, initial shareholders and their affiliates will not make purchases of Class A ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a company’s stock.

~~Redemption~~NYSE listing ~~Rights~~rules require that the target business or businesses that acquired by a SPAC such as ours must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust account (excluding taxes payable on the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination. Notwithstanding the foregoing, for so long as we are not listed on NYSE (as is currently the case), we are no longer required to meet the foregoing 80% fair market value test.

AtWe currently ~~any~~anticipate ~~general~~structuring ~~meeting~~a ~~called to approve an initial~~ business combination~~, public~~ ~~shareholders may seek~~ to ~~redeem~~acquire ~~their~~100% ~~shares, regardless~~ of ~~whether~~the ~~they~~equity ~~vote~~interests ~~for~~ or ~~against~~assets of the ~~proposed~~target business ~~combination~~ or dobusinesses. We ~~not~~may, ~~vote~~however, atstructure ~~all,~~our ~~into~~initial ~~their~~business ~~pro~~combination ~~rata~~where ~~share~~we ofmerge ~~the~~directly ~~aggregate~~with ~~amount~~the ~~then~~target onbusiness ~~deposit~~or inwhere ~~the~~we ~~trust~~acquire ~~account~~less than as100% of ~~two~~such ~~business~~interests ~~days prior~~or toassets ~~the consummation~~ of the ~~initial~~target business ~~combination,~~in ~~less~~order ~~any~~to ~~taxes~~meet ~~then~~certain ~~due~~objectives ~~but~~of ~~not~~the ~~yet~~target ~~paid.~~management ~~Alternatively,~~team weor ~~may provide~~shareholders ~~our~~or ~~public~~for ~~shareholders~~other ~~with~~reasons, ~~the~~but ~~opportunity~~we towill ~~sell~~only ~~their~~complete ~~Class~~such Abusiness ~~ordinary~~combination ~~shares~~if tothe uspost-transaction ~~through~~company aowns ~~tender~~or ~~offer~~acquires ~~(and~~50% ~~thereby~~or ~~avoid~~more of the ~~need~~ ~~for~~outstanding avoting ~~shareholder~~securities ~~vote)~~of ~~for~~the antarget ~~amount~~or ~~equal~~otherwise toacquires ~~their~~a ~~pro~~controlling ~~rata~~interest ~~share~~in of the ~~aggregate~~target ~~amount~~sufficient ~~then~~for onit ~~deposit~~not into be ~~the~~required ~~trust~~to ~~account, less~~register ~~any~~as ~~taxes~~an ~~then~~investment ~~due~~company ~~but~~under ~~not~~the ~~yet~~Investment ~~paid~~Company Act.

~~Our~~Even if ~~sponsor,~~the ~~initial~~post-transaction ~~shareholders~~company ~~and~~owns or acquires 50% or more of the voting securities of the target, our ~~officers~~shareholders ~~and~~prior ~~directors~~to dothe business ~~not~~combination ~~have~~may ~~redemption~~collectively ~~rights~~own ~~with~~a ~~respect~~minority interest in the post-transaction company, depending on valuations ascribed to ~~any~~the ~~ordinary~~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 ~~owned~~in byexchange ~~them~~for all of the outstanding capital stock, ~~directly~~shares or ~~indirectly~~other equity interests of a target. In this case, ~~whether~~we ~~acquired~~could acquire ~~prior~~a to100% controlling interest in the target; however, oras ~~following~~a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial ~~public~~business ~~offering~~combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or ~~purchased~~assets of a target business or businesses are owned or acquired by the ~~them~~post-transaction incompany, the ~~aftermarket~~portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of trust account balance test.

15The fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and their respective growth rates, book value and/or the market size addressed). The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public shareholders with our analysis of the fair market value of the target business, as well as the basis for our determinations. If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We will not be required to obtain an opinion from an investment banking firm as to the fair market value if our board of directors independently determines that the target business complies with the 80% threshold.

We may require public shareholders, whether they are a record holder or hold their shares in “street name,” to either (i) tender their certificates to our transfer agent or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case prior to a date set forth in the proxy materials sent in connection with the proposal to approve the business combination. There is a nominal cost associated with the above-referenced delivery process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent typically charges the tendering broker $45.00, and it would be up to the broker whether or not to pass this cost on to the holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event we require shareholders seeking to exercise redemption rights prior to the consummation of the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to shareholders.14

~~Any proxy solicitation materials we furnish to shareholders in connection~~Lack with a vote for any proposed business combination will indicate whether we are requiring shareholders to satisfy such certification and delivery requirements. The proxy statement/prospectus for the Spree extraordinary general meeting at which the approval of ~~the WHC~~ Business ~~Combination~~ will be presented includes such a requirement. Accordingly, a shareholder would have from the time the shareholder received our proxy statement/prospectus up until two business days prior to the scheduled vote on the proposal to approve the business combination to deliver his, her or its shares if he, she or it wishes to seek to exercise his redemption rights. This time period varies depending on the specific facts of each transaction. However, as the delivery process can be accomplished by the shareholder, whether or not he, she or it is a record holder or his, her or its shares are held in “street name,” in a matter of hours by simply contacting the transfer agent or his broker and requesting delivery of his, her or its shares through the DWAC System, we believe this time period is sufficient for an average investor. However, we cannot assure you of this fact. Please see the risk factor titled “In connection with any general meeting called to approve a proposed initial business combination, we may require shareholders who wish to redeem their shares in connection with a proposed business combination to comply with specific requirements for conversion that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights” for further information on the risks of failing to comply with these requirements.Diversification

~~Any~~We are ~~request~~currently toseeking ~~redeem~~an ~~such~~initial ~~shares~~business ~~once~~combination ~~made,~~with ~~may~~just beone ~~withdrawn~~business. Therefore, at ~~any time~~least upinitially, to the ~~vote~~prospects onfor ~~the~~our ~~proposed~~success will ~~business~~be ~~combination~~entirely ordependent upon the ~~expiration~~future performance of ~~the~~a ~~tender~~single ~~offer~~target business’ operations. ~~Furthermore,~~Unlike ifother aentities ~~holder~~which ofmay have ~~Class~~the Aresources ~~ordinary shares~~to ~~delivered~~complete ~~his~~several ~~certificate~~business combinations of entities operating in ~~connection~~multiple ~~with~~industries anor ~~election~~multiple areas of ~~their~~a ~~conversion~~single industry, ~~and~~it ~~subsequently~~is ~~decides~~probable ~~prior~~that towe ~~the~~will ~~applicable date~~ not tohave ~~elect~~the resources to ~~exercise~~diversify ~~such~~our ~~rights,~~operations heor benefit from the possible spreading of risks or ~~she~~offsetting ~~may~~of ~~simply~~losses. ~~request~~By ~~that~~consummating ~~the~~a ~~transfer~~business ~~agent~~combination ~~return~~with ~~the~~only ~~certificate~~a ~~(physically~~single orentity, ~~electronically).~~our lack of diversification may:

If● ~~the~~subject ~~initial~~us ~~business~~to ~~combination~~numerous iseconomic, ~~not~~competitive ~~approved~~and orregulatory ~~completed~~developments, ~~for~~ any ~~reason,~~or ~~then~~all ~~our~~of ~~public~~which ~~shareholders~~may ~~who~~have ~~elected~~a tosubstantial ~~exercise~~adverse ~~their~~impact ~~redemption~~upon ~~rights would not be entitled to redeem their shares for~~ the ~~applicable~~particular ~~pro~~industry ~~rata~~in ~~share~~which ~~of the trust account. In such case,~~ we ~~will~~may ~~promptly~~operate ~~return~~subsequent ~~any~~to ~~shares~~a ~~delivered~~business bycombination, ~~public holders.~~and

If● ~~the~~result ~~WHC~~in ~~Business~~our ~~Combination~~dependency isupon ~~not~~the ~~completed,~~performance weof ~~may~~a ~~continue~~single ~~to try~~operating ~~to complete a~~ business ~~combination~~or ~~with~~the adevelopment ~~different~~or ~~target~~market ~~until~~acceptance ~~18 months from the closing date~~ of ~~our~~a ~~initial~~single ~~public offering (~~or up tolimited ~~any~~number ~~additional~~of ~~Extension Period~~products, ifprocesses ~~applicable)~~or services.

~~Redemption~~Limited Ability ofto ~~Public~~Evaluate ~~Shares~~the ~~and~~Target ~~Liquidation if No Initial~~ Business’ ~~Combination~~Management

~~Our sponsor, officers and directors have agreed that~~ Although we will ~~have~~scrutinize ~~only 18 months (after including~~ the ~~three-month~~management ~~Extension~~of ~~Period~~a topotential ~~which~~target webusiness ~~are~~when ~~already~~evaluating ~~entitled) from~~ the ~~closing~~desirability ~~date~~ of ~~our~~effecting ~~initial~~a ~~public offering (as may be extended further under any additional Extension Period, if applicable) to complete our initial~~ business combination. Ifwith it, we ~~are~~cannot ~~unable~~assure toyou ~~complete~~that our ~~initial~~assessment ~~business~~of ~~combination~~the ~~within~~target ~~such~~business’ ~~18-month~~management ~~period~~will orprove ~~any~~to ~~additional~~be ~~Extension~~correct. ~~Period~~In addition, we ~~will:~~ ~~(i)~~cannot ~~cease~~assure ~~all~~you ~~operations~~that ~~except for~~ the ~~purpose~~future management of ~~winding~~the ~~up,~~combined ~~(ii)~~company aswill ~~promptly~~have asthe ~~reasonably~~necessary ~~possible~~skills, ~~but~~qualifications ~~not~~or ~~more~~abilities ~~than~~to ~~ten business~~manage ~~days~~a ~~thereafter, redeem the~~ public ~~shares,~~company. ~~at a per-share price~~Furthermore, ~~payable in cash, equal to~~ the ~~aggregate~~future ~~amount~~role ~~then~~of onour ~~deposit~~officers inand ~~the trust account~~directors, ~~including~~if ~~interest (less up to $100~~any,~~000~~ ofin ~~interest~~any tobusiness ~~pay~~following ~~dissolution~~a ~~expenses~~business ~~(which~~combination cannot ~~interest~~presently ~~shall~~ be ~~net~~stated ofwith ~~taxes~~any ~~payable) divided~~certainty. byWhile ~~the~~it ~~number~~is ofpossible ~~then~~that ~~issued~~some ~~and~~of ~~outstanding~~our ~~public~~key ~~shares,~~personnel ~~which redemption~~ will ~~completely~~remain ~~extinguish~~associated ~~public~~in ~~shareholders’~~senior management ~~rights~~or asadvisory ~~shareholders~~positions ~~(including~~with ~~the~~us ~~right~~following toa ~~receive~~business ~~further liquidation distributions~~combination, ifit ~~any),~~is ~~subject~~unlikely tothat ~~applicable~~they ~~law,~~will ~~and~~devote ~~(iii) as~~their ~~promptly~~full astime ~~reasonably~~efforts ~~possible following such redemption, subject~~ to ~~the approval of~~ our ~~remaining~~affairs subsequent ~~shareholders~~to ~~and~~a ~~our~~business ~~board~~combination. ~~of directors~~Moreover, ~~liquidate~~ ~~and~~they ~~dissolve,~~would ~~subject~~only inbe ~~each~~able ~~case~~ to ~~our~~remain ~~obligations~~with ~~under~~the ~~Cayman~~company ~~Islands~~after ~~law~~the toconsummation ~~provide for claims~~ of ~~creditors~~a ~~and the requirements~~business ofcombination ~~other~~if ~~applicable~~they ~~law.~~are ~~There~~able ~~will~~to benegotiate noemployment ~~redemption~~or ~~rights~~consulting oragreements ~~liquidating~~in ~~distributions~~connection with ~~respect~~the tobusiness ~~our~~combination. ~~warrants,~~Such ~~which will expire~~negotiations ~~worthless~~would iftake weplace ~~fail~~simultaneously towith ~~complete~~the ~~our~~negotiation ~~initial~~of the business combination ~~within~~and ~~the~~could ~~18-month~~provide ~~time~~for ~~period~~them orto ~~any~~receive ~~additional~~compensation ~~Extension Period.~~in ~~Our~~the ~~initial~~form ~~shareholders~~of ~~have~~cash ~~entered~~payments ~~into~~and/or aour ~~letter~~securities ~~agreement~~for ~~with~~services ~~us,~~they ~~pursuant~~would render to ~~which~~the ~~they~~company ~~have~~after ~~waived~~the ~~their~~consummation ~~rights~~of tothe ~~liquidating~~business ~~distributions~~combination. ~~from~~While the ~~trust~~personal ~~account~~and ~~with~~financial ~~respect~~interests toof ~~their~~our ~~founders~~key ~~shares~~personnel ifmay weinfluence ~~fail~~their tomotivation ~~complete~~in ~~our~~identifying ~~initial~~and ~~business~~selecting a ~~combination~~target ~~within 18~~business, ~~months~~their orability ~~during~~to ~~any~~remain ~~additional~~with ~~Extension~~the ~~Period~~company ~~from~~after the ~~closing~~consummation ~~date~~ of ~~our~~a ~~initial~~business ~~public~~combination ~~offering.~~will ~~However,~~not ifbe ~~our~~the ~~initial shareholders~~determining ~~acquire~~factor ~~public~~in ~~shares,~~our ~~they~~decision ~~will~~as ~~be entitled~~ to ~~liquidating~~whether ~~distributions~~or ~~from~~not ~~the~~we ~~trust~~will ~~account~~proceed with ~~respect~~any topotential ~~such~~business ~~public~~combination. ~~shares~~Additionally, ~~if we~~our ~~fail~~officers toand ~~complete~~directors may ~~our~~not ~~initial~~have ~~business~~significant ~~combination~~experience ~~within~~or ~~the~~knowledge ~~allotted~~relating ~~18-month~~to ~~time~~the ~~frame~~operations orof ~~any~~a ~~additional~~particular ~~Extension~~target ~~Period~~business.

16Following a business combination, the combined company may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that the combined company will have the ability to recruit additional managers, or that any such additional managers it does recruit will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

~~Our sponsor, officers and directors have agreed, pursuant to a written~~Shareholders ~~agreement~~May ~~with~~Not ~~us,~~Have that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would affect our public shareholders’ ability to redeem or sell their shares to us in connection with a business combination as described herein or to modify the ~~substance~~Ability ~~or timing the redemption rights provided~~ to ~~shareholders~~Approve as described in this Annual Report or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares. However, we may not redeem our public shares in an ~~amount~~Initial ~~that~~Business would cause our net tangible assets to be less than $5,000,001 either immediately prior to or upon completion of our initial business combination (so that we do not then become subject to the SEC’s “penny stock” rules).Combination

WeIn connection ~~expect~~with ~~that~~any ~~all~~proposed ~~costs~~business ~~and~~combination, ~~expenses~~we ~~associated~~will ~~with~~either ~~implementing~~(1) seek shareholder approval of our initial business combination at ~~plan~~a ofgeneral ~~dissolution,~~meeting ascalled ~~well~~for assuch ~~payments~~purpose at which shareholders may seek to ~~any~~redeem ~~creditors~~their shares, ~~will~~regardless beof ~~funded~~whether ~~from~~they ~~amounts~~vote ~~held~~for or ~~outside~~against the ~~trust~~proposed ~~account~~business ~~(approximately~~combination ~~$7,000 as~~or ofdo ~~December~~not ~~31,~~vote ~~2022)~~at all, ~~although~~for wetheir ~~cannot~~pro ~~assure~~rata ~~you~~share ~~that~~of ~~there~~the ~~will~~aggregate beamount ~~sufficient~~then ~~funds~~on ~~for~~deposit in ~~such~~the ~~purpose.~~trust ~~However~~account (net of taxes payable), ifor ~~those~~(2) ~~funds are~~provide ~~not~~our ~~sufficient~~shareholders with the opportunity to ~~cover~~sell ~~the~~their ~~costs~~shares to us by means of a tender offer (and ~~expenses~~thereby ~~associated~~avoid ~~with~~the ~~implementing~~need ~~our~~for ~~plan~~a ofshareholder ~~dissolution,~~vote) for an amount equal to ~~the~~their ~~extent~~pro ~~that~~rata ~~there~~share isof ~~any~~the aggregate amount ~~interest~~then ~~accrued~~on deposit in the trust account ~~not~~(net ~~required~~of taxes payable), in each case subject to ~~pay~~the ~~taxes,~~limitations described herein. The decision as to whether we ~~may~~will ~~request~~seek ~~the~~shareholder ~~trustee~~approval of a proposed business combination or will allow shareholders to ~~release~~sell their shares to us in ana ~~additional~~tender ~~amount~~offer will be made by us, solely in our discretion, and will be based on a variety of upfactors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to ~~$100~~seek shareholder approval. If we determine to engage in a tender offer,~~000~~ such tender offer will be structured so that each shareholder may tender all of ~~such~~his, ~~accrued~~her ~~interest~~or toits ~~pay~~shares ~~those~~rather ~~costs~~than some pro rata portion of his, her or its shares. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and ~~expenses~~other information about the initial business combination as is required under the SEC’s proxy rules.

If we were to expend all of the net proceeds from our initial public offering and the sale of the private units, other than the proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.20. The proceeds deposited in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.20. 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.15

~~Although we seek to have all vendors, service providers (other than~~Our ~~our~~amended ~~independent~~and ~~auditors),~~restated ~~prospective~~memorandum ~~target~~and ~~businesses~~articles ~~or other entities with which we do business execute agreements with us waiving any right, title, interest or claim~~ of ~~any~~association ~~kind~~provide ~~in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee~~ that ~~they~~we will ~~execute~~consummate 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,~~initial ~~including~~business ~~the~~combination 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 performs an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only 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~~have ~~engage~~net atangible ~~third~~assets ~~party that refuses to execute a waiver include the engagement~~ of aat ~~third-party~~least ~~consultant~~$5,000,001 ~~whose~~either ~~particular~~immediately ~~expertise~~prior ~~or skills are believed by management~~ to ~~be significantly superior to those of other consultants that would agree to execute a waiver~~ or inupon ~~cases~~such ~~where we are unable to find a service provider willing to execute a waiver~~consummation. In addition, ~~there~~our isamended ~~no guarantee that such entities will agree to waive any claims they~~and ~~may~~restated ~~have~~memorandum ~~in the future as a result of, or arising out of, any negotiations, contracts or agreements with us~~ and ~~will~~articles ~~not seek recourse against the trust account for any reason. Upon redemption~~ of ~~our~~association ~~public~~provide ~~shares,~~that if we ~~are~~seek ~~unable~~shareholder toapproval ~~complete~~for our initial business combination ~~within the prescribed time frame~~, ~~or upon the exercise of~~ a ~~redemption right in connection with our initial business combination, we will~~ bemajority ~~required to provide for payment~~ of ~~claims of creditors that were not waived that may be brought against us within~~ the 10outstanding ~~years~~ordinary ~~following redemption.~~shares ~~Our~~voted ~~sponsor~~are ~~has~~voted ~~agreed~~in ~~that~~favor itof ~~will be liable to us if and to~~ the ~~extent any claims by a third party (other than our independent auditors) for services rendered or products sold to us, or a prospective target~~ business ~~with~~combination. ~~which~~We we have ~~discussed~~chosen ~~entering~~our ~~into~~net ~~a transaction~~tangible ~~agreement, reduce the amount of funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount~~asset ~~per~~threshold ~~public share held in the trust account as~~ of ~~the date of the liquidation of the trust account~~$5, ~~due to reductions in value of the trust assets~~000,001 ~~in each case net of the amount of interest which may be withdrawn~~ to ~~pay~~ensure ~~taxes.~~that ~~This~~we ~~liability~~would ~~will~~avoid ~~not~~being ~~apply~~subject ~~with respect~~ to ~~any~~ ~~claims~~Rule by419 apromulgated ~~third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims~~ under ~~our indemnity of~~ the ~~underwriters~~Securities asAct ~~part~~ of ~~our initial public offering against certain liabilities~~1933, ~~including~~as ~~liabilities under~~amended. ~~the~~If ~~Securities Act. Because~~ we ~~are~~do anot ~~blank~~meet ~~check~~that ~~company~~requirement, ~~rather than an operating company,~~ and our ~~operations~~shareholders ~~are~~do ~~limited~~not toapprove ~~searching for~~amendments ~~prospective target businesses~~ to ~~acquire,~~ the ~~only~~amended ~~third~~and ~~parties~~restated wememorandum ~~currently~~and ~~engage are vendors such as lawyers, investment bankers,~~articles ~~computer~~of orassociation ~~information and technical services providers or prospective target businesses. In the event that an executed waiver is deemed~~ to beeliminate ~~unenforceable~~those ~~against a third party~~requirements, ~~then~~we ~~our~~may ~~sponsor will not~~ be ~~responsible~~unable to ~~the~~complete ~~extent~~an ofinitial ~~any~~business ~~liability~~combination, ~~for~~and ~~such third-party claims. We have not independently verified whether~~ our ~~sponsor~~public ~~has~~shareholders may ~~sufficient~~need ~~funds~~ to ~~satisfy~~wait ~~its~~until ~~indemnity~~December ~~obligations~~20, ~~and~~2024 ~~believe~~(or ~~that our~~later, ~~sponsor’s~~if ~~only~~we ~~assets~~extend ~~are~~that ~~securities~~date) ofin ~~our~~order ~~company~~to ~~and, therefore, our sponsor may not~~ be able to ~~satisfy~~receive ~~those~~a ~~obligations. We~~pro ~~have~~rata ~~not~~share ~~asked our sponsor to reserve for such obligations. None~~ of ~~our~~the ~~other officers will indemnify us for claims by third parties~~trust ~~including,~~account ~~without~~upon ~~limitation,~~our ~~claims by vendors and prospective target businesses~~liquidation.

17In connection with an extraordinary general meeting to approve a potential business combination, our sponsor, initial shareholders, officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of the proposed business combination, (2) not to redeem any ordinary shares in connection with the shareholder vote to approve the proposed initial business combination and (3) in the case of a tender offer, not sell any ordinary shares in any tender in connection with a proposed initial business combination.

InNone of ~~the~~our ~~event~~officers, ~~that~~directors, ~~the~~sponsor, ~~proceeds~~initial inshareholders ~~the~~or ~~trust~~their ~~account~~affiliates ~~are~~has ~~reduced~~indicated ~~below (1)~~any ~~$10.20~~intention ~~per~~to ~~public~~purchase ~~share~~units or ~~(2)~~Class A ~~such~~ordinary ~~lesser~~shares ~~amount~~from ~~per~~persons ~~public share held~~ in the ~~trust~~open ~~account~~market asor ofin ~~the~~private ~~date~~transactions. ~~of the liquidation of the trust account~~However, ~~due~~if toa ~~reductions~~significant innumber ~~the value~~ of ~~the~~shareholders ~~trust assets~~vote, or inindicate ~~each~~an ~~case~~intention ~~net of the amount of interest which may be withdrawn~~ to ~~pay taxes~~vote, ~~and~~against ~~our~~a ~~sponsor~~proposed ~~asserts~~business ~~that~~combination ~~it is unable to satisfy its indemnification obligations~~ or indicate that itthey ~~has~~wish ~~no indemnification obligations related~~ to ahave ~~particular~~their ~~claim~~shares redeemed, our officers, ~~independent~~ directors, ~~would~~sponsor, ~~determine~~initial ~~whether~~shareholders toor ~~take~~their ~~legal~~affiliates ~~action~~could ~~against~~make ~~our~~such ~~sponsor~~purchases toin ~~enforce~~the ~~its indemnification~~open ~~obligations.~~market ~~While~~or wein ~~currently~~private ~~expect~~transactions in ~~that~~order ~~our~~to ~~independent~~influence ~~directors~~the ~~would~~vote ~~take~~and ~~legal~~reduce ~~action~~the onnumber ~~our~~of ~~behalf~~redemptions. ~~against~~Notwithstanding ~~our sponsor~~the ~~to enforce its indemnification obligations to us~~foregoing, ~~it is possible that~~ our ~~independent~~officers, directors, insponsor, initial ~~exercising~~shareholders and their ~~business~~affiliates ~~judgment may~~will ~~choose~~ not tomake dopurchases soof inClass ~~any~~A ~~particular~~ordinary ~~instance.~~shares ~~Accordingly,~~if wethe ~~cannot~~purchases ~~assure~~would ~~you~~violate ~~that~~Section ~~due~~9(a)(2) or toRule ~~claims~~10b-5 of ~~creditors~~ the ~~actual~~Exchange ~~value of~~Act, ~~the~~which ~~per-share~~are ~~redemption~~rules ~~price~~designed ~~will~~to ~~not~~stop bepotential ~~substantially~~manipulation ~~less~~of ~~than~~a ~~$10.20~~company’s ~~per share~~stock.

~~We will seek to reduce the possibility that our sponsor will have to indemnify~~Redemption the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We have access to up to approximately $7,000 (as of December 31, 2022) from the proceeds of our initial public offering and the sale of the private units that is held outside of our trust account, with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors.Rights

IfAt any wegeneral ~~file~~meeting acalled ~~winding-up~~to orapprove ~~bankruptcy petition or~~ an ~~involuntary~~initial ~~winding-up or~~business ~~bankruptcy~~combination, ~~petition~~public isshareholders ~~filed~~may ~~against~~seek usto ~~that~~redeem istheir ~~not dismissed~~shares, ~~the~~regardless of ~~proceeds~~whether ~~held~~they invote ~~the~~for ~~trust~~or ~~account~~against ~~could~~the beproposed ~~subject~~business tocombination ~~applicable insolvency~~or ~~laws,~~do ~~and~~not ~~may~~vote beat ~~included~~all, ininto ~~our~~their ~~insolvency~~pro ~~estate~~rata ~~and~~share ~~subject to the claims~~ of ~~third parties with priority over~~ the ~~claims~~aggregate ofamount ~~our~~then ~~shareholders.~~on Todeposit ~~the~~in ~~extent any insolvency claims deplete~~ the trust account, weas ~~cannot~~of ~~assure~~two ~~you~~business wedays ~~will~~prior ~~be able~~ to ~~return~~the ~~$10.20 per~~consummation ~~share~~of tothe ~~our~~initial ~~public~~business ~~shareholders. Additionally~~combination, ~~if we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy~~less ~~petition~~any istaxes ~~filed~~then ~~against~~due usbut ~~that is~~ not ~~dismissed,~~yet ~~any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable preference~~paid. ~~As a result~~Alternatively, awe ~~bankruptcy~~may ~~court~~provide ~~could seek to recover some or all amounts received by~~ our public shareholders. ~~Furthermore,~~with ~~our~~the ~~board~~opportunity ~~may~~to besell ~~viewed~~their asClass ~~having~~A ordinary ~~breached~~shares ~~its~~to ~~fiduciary~~us ~~duty~~through toa ~~our~~tender ~~creditors~~offer (and~~/or~~ ~~may~~thereby ~~have~~avoid ~~acted~~the ~~in bad~~need ~~faith,~~for ~~and~~a ~~thereby~~shareholder ~~exposing~~vote) ~~itself~~for ~~and~~an ~~our~~amount ~~company~~equal to ~~claims~~their pro rata share of ~~punitive~~the ~~damages,~~aggregate byamount ~~paying~~then ~~public~~on ~~shareholders~~deposit ~~from~~in the trust account ~~prior~~, toless ~~addressing~~any ~~the~~taxes ~~claims~~then ofdue ~~creditors.~~but ~~We cannot assure you that claims will~~ not beyet ~~brought against us for these reasons~~paid.

Our ~~public shareholders will be entitled to receive funds from the~~ ~~trust~~sponsor, ~~account only upon the earliest to occur of: (1) the completion of our~~ initial ~~business~~shareholders ~~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, (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our ~~amended~~officers and ~~restated~~directors ~~memorandum and~~do ~~articles~~not ofhave association (A) that would affect our public shareholders’ ability to redeem or sell their shares to us in connection with a business combination as described herein or to modify the substance or timing of the redemption rights ~~provided to shareholders as described in this Annual Report, or (B)~~ with respect to any ~~other~~ordinary ~~provision relating to shareholders’ rights or pre-initial business combination activity and (3) the redemption of our public~~ shares ~~if we are unable to complete our initial business combination within~~owned 18by ~~months~~them, ~~(reflecting~~directly anor ~~initial~~indirectly, ~~three-month~~whether ~~Extension~~acquired ~~Period~~prior to, ~~which~~or wefollowing, ~~are entitled) from the closing date of~~ our initial public offering or ~~during any additional Extension Period, subject to applicable law and as further described herein. In no other circumstances will a shareholder have any right~~ or ~~interest~~purchased ofby ~~any~~them ~~kind to or~~ in the ~~trust account~~aftermarket. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with our initial 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.

18We may require public shareholders, whether they are a record holder or hold their shares in “street name,” to either (i) tender their certificates to our transfer agent or (ii) deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case prior to a date set forth in the proxy materials sent in connection with the proposal to approve the business combination. There is a nominal cost associated with the above-referenced delivery process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent typically charges the tendering broker $45.00, and it would be up to the broker whether or not to pass this cost on to the holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption rights. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated. However, in the event we require shareholders seeking to exercise redemption rights prior to the consummation of the proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to shareholders.

~~Amended and Restated Memorandum and Articles of Association~~16

●Any proxy ~~Our~~solicitation ~~amended~~materials ~~and~~we ~~restated~~furnish ~~memorandum~~to ~~and~~shareholders ~~articles~~in ofconnection ~~association~~with ~~contain~~a ~~certain~~vote ~~requirements~~for ~~and~~any ~~restrictions~~proposed ~~that~~business ~~apply~~combination towill usindicate whether ~~until~~we ~~the~~are ~~completion~~requiring ofshareholders ~~our~~to ~~initial~~satisfy ~~business~~such ~~combination.~~certification ~~Our amended~~ and ~~restated~~delivery ~~memorandum~~requirements. ~~and~~Accordingly, ~~articles of association contain~~ a ~~provision~~shareholder ~~that~~would ifhave from wethe ~~seek~~time tothe ~~amend~~shareholder receives our ~~amended~~proxy ~~and~~statement/prospectus ~~restated~~up ~~memorandum~~until ~~and~~two ~~articles~~business ofdays ~~association~~prior ~~(A) that would affect our public shareholders’ ability~~ to ~~redeem~~the orscheduled ~~sell~~vote ~~their~~on ~~shares~~the proposal to usapprove inthe ~~connection with a~~ business combination ~~as described herein or~~ to ~~modify~~deliver ~~the~~his, ~~substance~~her or ~~timing~~its ofshares ~~our~~if ~~obligation~~he, toshe ~~redeem~~or ~~our~~it ~~public~~wishes ~~shares~~to ifseek weto doexercise ~~not~~his ~~complete~~redemption ~~our~~rights. This ~~initial~~time ~~business~~period ~~combination~~varies ~~within~~depending 15on ~~months from~~ the ~~closing~~specific ~~date~~facts of ~~our~~each ~~initial~~transaction. ~~public~~However, ~~offering~~as orthe ~~during~~delivery ~~any~~process ~~Extension~~can ~~Period~~be ~~(including~~accomplished by the ~~initial~~shareholder, ~~three-month~~whether ~~Extension~~or ~~Period~~not tohe, ~~which~~she ~~we are entitled)~~ or ~~(B)~~it ~~with~~is ~~respect~~a torecord ~~any~~holder ~~other provision relating to shareholders’ rights~~ or ~~pre-initial business combination activity~~his, weher ~~will~~or ~~provide~~its ~~public~~shares ~~shareholders~~are ~~with~~held ~~the~~in ~~opportunity~~“street toname,” ~~redeem~~in a ~~their~~matter ~~public~~of ~~shares~~hours inby ~~connection~~simply ~~with~~contacting ~~any~~the ~~such~~transfer ~~amendment.~~agent ~~Specifically,~~or ~~our~~his ~~amended~~broker and ~~restated~~requesting ~~memorandum~~delivery ~~and articles~~ of ~~association provide~~his, ~~among~~her ~~other~~or ~~things,~~its ~~that:~~shares ~~prior~~through to the DWAC ~~completion of our initial business combination~~System, we ~~shall~~believe ~~either~~this ~~(1)~~time ~~seek~~period ~~shareholder~~is ~~approval~~sufficient ~~of our initial business combination at a general meeting called~~ for ~~such~~an ~~purpose~~average atinvestor. ~~which~~However, ~~public~~we ~~shareholders~~cannot ~~may~~assure ~~elect~~you toof ~~redeem~~this ~~their~~fact. ~~public~~Please ~~shares~~see the ~~without~~risk ~~voting,~~factor ~~and~~titled if“In ~~they~~connection dowith ~~vote,~~any ~~irrespective~~general ofmeeting ~~whether~~called ~~they~~to ~~vote~~approve ~~for~~a ~~or against the~~ proposed initial business combination, orwe ~~(2)~~may require ~~provide our public~~ shareholders ~~with~~who ~~the~~wish ~~opportunity~~ to redeem ~~all or a portion of~~ their ~~public~~ shares ~~upon~~in ~~the~~connection ~~completion~~with ofa ~~our~~proposed ~~initial~~ business combination byto ~~means~~comply ofwith aspecific ~~tender offer (and thereby avoid the need~~ requirements for aconversion ~~shareholder~~that ~~vote),~~may inmake ~~each~~it inmore ~~cash,~~difficult for anthem ~~amount payable in cash equal~~ to ~~the~~exercise ~~aggregate~~their ~~amount~~redemption ~~then~~rights ~~on deposit in the trust account as of two business days~~ prior to the ~~completion~~deadline offor ~~our~~exercising ~~initial~~their rights” ~~business~~for ~~combination,~~further ~~including~~information ~~interest~~on ~~(which interest shall be net of taxes payable), divided by~~ the ~~number~~risks of ~~then~~failing ~~issued and outstanding public shares, subject~~ to ~~the~~comply ~~limitations~~with ~~described~~these ~~herein;~~requirements.

●Any request weto ~~will~~redeem ~~consummate~~such ~~our~~shares ~~initial~~once made, may be withdrawn at any time up to the vote on the proposed business combination ~~only~~or ifthe weexpiration of ~~have~~the ~~net~~tender ~~tangible~~offer. ~~assets~~Furthermore, if a holder of atClass ~~least~~A ~~$5,000,001~~ordinary ~~either~~shares ~~immediately~~delivered ~~prior~~his tocertificate orin ~~upon~~connection ~~completion~~with an election of their ~~our~~conversion ~~initial~~and ~~business~~subsequently ~~combination~~decides ~~and,~~prior ~~solely~~to ifthe weapplicable ~~seek~~date ~~shareholder~~not ~~approval,~~to aelect ~~majority~~to ofexercise ~~the~~such ~~issued~~rights, ~~and~~he ~~outstanding~~or ~~ordinary~~she ~~shares~~may ~~voted~~simply ~~are~~request that ~~voted~~the intransfer ~~favor~~agent ofreturn the ~~business~~certificate ~~combination;~~(physically or electronically).

●If the ~~if our~~ initial business combination is not ~~consummated~~approved ~~within~~or 15completed ~~months~~for ~~from~~any ~~the~~reason, ~~closing~~then ~~date~~our ofpublic ~~our~~shareholders ~~initial~~who ~~public~~elected ~~offering~~to orexercise ~~during~~their redemption ~~any~~rights ~~Extension~~would ~~Period~~not ~~(including~~be ~~the~~entitled ~~initial~~to ~~three-month~~redeem ~~Extension~~their ~~Period~~shares tofor ~~which~~the weapplicable ~~are~~pro ~~entitled),~~rata ~~then~~share ~~our~~of ~~existence~~the ~~will~~trust ~~terminate~~account. ~~and~~In such case, we will ~~distribute~~promptly ~~all~~return ~~amounts~~any inshares ~~the~~delivered ~~trust~~by ~~account;~~public ~~and~~holders.

●If an ~~prior to our~~ initial business combination, weis ~~may~~ not ~~issue~~completed, ~~additional~~we ~~shares~~may ~~that~~continue ~~would~~to ~~entitle~~try ~~the holders thereof~~ to ~~(1)~~complete ~~receive funds from the trust account or (2) vote as~~ a ~~class with our public shares (a) on any initial~~ business combination orwith ~~(b) to approve an amendment to our amended and restated memorandum and articles of association to (x) extend the time we have to consummate~~ a ~~business~~different ~~combination~~target ~~beyond~~until 36 15 months from the closing date of our initial public offering (or up to any ~~Extension~~additional ~~Period~~extension period, if ~~applicable,~~approved ~~including~~by ~~initial~~our ~~three-month Extension Period to which we are entitled~~shareholders) ~~or (y) amend the foregoing provisions~~.

~~These provisions cannot be amended without the approval of holders~~Redemption of atPublic ~~least~~Shares ~~two-thirds of our Class A ordinary shares present~~ and ~~voting~~Liquidation at a general meeting. In the event we seek shareholder approval in connection with our initial business combination, our amended and restated memorandum and articles of association provide that we may consummate our initial business combination only if ~~approved~~No byInitial anBusiness ordinary resolution under Cayman Islands law, being the affirmative vote of a simple majority of the ordinary shares represented in person or by proxy and entitled to vote thereon and who vote at a general meeting in favor of the business combination.Combination

~~Additionally~~Our sponsor, ~~our~~officers ~~amended~~ and ~~restated~~directors ~~memorandum~~have agreed (and ~~articles~~our ofshareholders ~~association provide~~have approved, at the extension meetings) that we will have until December 20, ~~prior~~2024 (as may be extended further under any additional extension period, if applicable) to complete our initial business combination,. If ~~holders~~we ofare unable to complete our ~~founders~~initial ~~shares~~business ~~are~~combination ~~the~~by ~~only~~such ~~shareholders~~date ~~that~~or any further extended deadline, we will: ~~have~~(i) ~~the~~cease ~~right~~all operations toexcept ~~vote~~for on the ~~appointment~~purpose of ~~directors~~winding ~~and~~up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the ~~right~~public toshares, ~~remove~~at a ~~member~~per-share ofprice, payable in cash, equal to the ~~board~~aggregate ofamount ~~directors~~then ~~for~~on ~~any~~deposit ~~reason.~~in ~~These~~the ~~provisions~~trust ofaccount, including ~~our~~interest ~~amended~~(less ~~and~~up ~~restated~~to ~~memorandum~~$100,000 ~~and~~of ~~articles~~interest ofto ~~association~~pay ~~may~~dissolution ~~only~~expenses be(which ~~amended~~interest byshall abe ~~special~~net ~~resolution~~of ~~passed~~taxes bypayable) atdivided ~~least~~by ~~90%~~the ofnumber ~~our~~of ~~ordinary~~then issued and outstanding public shares, ~~voting~~which inredemption awill ~~general~~completely ~~meeting.~~extinguish ~~With~~public ~~respect~~shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), ~~other~~subject ~~matter~~to ~~submitted~~applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to athe ~~vote~~approval of our remaining shareholders and our board of directors, ~~including~~liquidate ~~any~~and dissolve, ~~vote~~subject in ~~connection~~each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business combination by December 20, ~~except~~2024 asor ~~required~~any byadditional ~~law~~extension period. Our initial shareholders have entered into a letter agreement with us, ~~holders~~pursuant ofto ~~our~~which they have waived their rights to liquidating distributions from the trust account with respect to their founders shares ~~and~~if ~~holders~~we offail to complete our initial business combination by December 20, 2024 or during any additional extension period. However, if our initial shareholders acquire public shares, they will ~~vote~~be ~~together~~entitled asto aliquidating ~~single~~distributions from ~~class,~~the trust account with ~~each~~respect ~~share~~to ~~entitling~~such ~~the~~public ~~holder~~shares if we fail to ~~one~~complete ~~vote~~our initial business combination by December 20, 2024 or any further extended deadline.

1917

~~Comparison~~Our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of ~~redemption~~association (A) that would affect our public shareholders’ ability to redeem or sell ~~purchase~~their ~~prices~~shares to us in connection with ~~our~~a business combination as described herein or to modify the substance or timing the redemption rights provided to shareholders as described in this Annual Report or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and ifoutstanding public shares. However, we ~~fail~~may not redeem our public shares in an amount that would cause our net tangible assets to ~~complete~~be less than $5,000,001 either immediately prior to or upon completion of our initial business combination (so that we do not then become subject to the SEC’s “penny stock” rules). We may seek to amend the foregoing net tangible assets requirement in connection with our shareholders’ vote on an initial business combination.

~~The~~We expect ~~following~~that ~~table~~all ~~compares~~costs ~~the~~and ~~redemptions~~expenses ~~and~~associated ~~other~~with ~~permitted~~implementing ~~purchases~~ our plan of ~~public~~dissolution, ~~shares~~as ~~that~~well ~~may~~as ~~take~~payments ~~place~~to inany ~~connection~~creditors, ~~with~~will be funded from amounts held outside the ~~completion~~trust account, although we had no such funds available as of ~~our~~December ~~initial~~31, ~~business~~2023. ~~combination~~We ~~and~~cannot ifassure you that there will be any funds available for such purpose. If we ~~are~~do ~~unable~~not have sufficient funds outside of the trust account to ~~complete~~cover ~~our~~the ~~initial~~costs ~~business~~and ~~combination~~expenses ~~within~~associated 18with ~~months~~implementing ~~(which~~our ~~includes~~plan of dissolution, to the ~~initial~~extent ~~three-month~~that ~~Extension~~there ~~Period~~is any interest accrued in the trust account not required to ~~which~~pay taxes, we ~~are~~may ~~entitled)~~request ~~or any~~the trustee to release to us an additional ~~Extension~~amount ~~Period,~~of ifup ~~applicable~~to $100,000 ~~following~~of ~~the~~such ~~closing~~accrued interest ofto ~~our~~pay ~~IPO~~those costs and expenses.

	Redemptions in Connection with our Initial Business Combination	Other Permitted Purchases of Public Shares by our Affiliates	Redemptions if we fail to Complete an Initial Business Combination
Calculation of redemption price	Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.20 per share), including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.	If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. Such purchases will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions.	If we are unable to complete our initial business combination within 18 months (or any additional Extension Period) from the closing of our IPO, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.20 per share), including interest (less up to $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares.
Impact to remaining shareholders	The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting fee and interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account).	If the permitted purchases described above are made, there will be no impact to our remaining shareholders because the purchase price would not be paid by us.	The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions.

Although we seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to 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 performs an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only 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 we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) 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 amount of funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters as part of our initial public offering against certain liabilities, including liabilities under the Securities Act. Because we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only third parties we currently engage are vendors such as lawyers, investment bankers, computer or information and technical services providers or prospective target businesses. In the event that an executed waiver is deemed to be unenforceable against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations. None of our other officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~Competition~~18

WeIn the ~~face~~event ~~intense~~that ~~competition~~the ~~from~~proceeds ~~other~~in ~~entities~~the ~~having~~trust aaccount ~~business objective~~are ~~similar~~reduced tobelow ~~ours, including private investors~~ (~~which~~1) ~~may~~$10.20 beper ~~individuals~~public share or ~~investment partnerships~~(2), ~~other~~such ~~blank~~lesser ~~check~~amount ~~companies and~~per ~~other~~public ~~entities,~~share held ~~domestic~~in ~~and~~the ~~international,~~trust ~~competing~~account ~~for~~as of the ~~types~~date of ~~businesses~~the weliquidation ~~intend to acquire. Many~~ of ~~these~~the ~~individuals and~~trust ~~entities~~account, ~~are~~due ~~well~~to ~~established~~reductions ~~and have extensive experience~~ in ~~identifying~~the ~~and~~value ~~effecting,~~of ~~directly~~the ortrust ~~indirectly~~assets, ~~acquisitions of~~ ~~companies operating~~ in oreach ~~providing~~case ~~services~~net toof ~~various~~the ~~industries.~~amount ~~Many~~ of ~~these~~interest ~~competitors~~which ~~possess~~may ~~greater~~be ~~technical,~~withdrawn ~~human~~to ~~and~~pay ~~other resources~~taxes, ~~or more local industry knowledge than we do~~ and our ~~financial~~sponsor ~~resources~~asserts ~~are relatively limited when contrasted with those of many of these competitors. In the event~~ that weit ~~are~~is ~~unsuccessful~~unable into ~~consummating the WHC Business Combination, we believe that while there~~satisfy ~~are~~its ~~numerous~~indemnification ~~target~~obligations ~~businesses~~or that weit ~~could~~has ~~potentially~~no ~~acquire~~indemnification ~~with~~obligations ~~the~~related ~~net~~to ~~proceeds~~a ~~from~~particular ~~our initial public offering and the sale of the private units~~claim, our ~~ability~~independent todirectors would ~~compete~~determine ~~with~~whether ~~respect~~ to ~~the~~take ~~acquisition~~legal ofaction ~~certain~~against ~~target businesses that are sizable is limited by~~ our ~~available~~sponsor ~~financial~~to ~~resources.~~enforce ~~This~~its ~~inherent~~indemnification ~~competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses~~obligations. ~~Furthermore,~~While ~~in the event~~ we ~~seek~~currently ~~shareholder~~expect that ~~approval of~~ our ~~initial~~independent ~~business~~directors ~~combination~~would ~~and~~take welegal ~~are~~action ~~obligated~~on ~~to redeem~~our abehalf ~~significant~~against ~~amount of~~ our ~~Class~~sponsor Ato ~~ordinary~~enforce ~~shares~~its ~~for~~indemnification ~~cash~~obligations to us, it ~~will~~is ~~potentially~~possible ~~reduce~~that ~~the~~our ~~resources~~independent ~~available~~directors toin usexercising ~~for~~their ~~our initial~~ business ~~combination.~~judgment ~~Any of these obligations~~ may ~~place~~choose usnot atto ado ~~competitive~~so ~~disadvantage~~ in ~~successfully~~any ~~negotiating~~particular ~~a business combination~~instance. Accordingly, Wewe ~~may~~cannot ~~furthermore~~assure ~~face~~you ~~competition from other newly-formed entities~~ that ~~may~~due ~~target~~to aclaims ~~business~~of ~~combination~~creditors ~~transaction~~the ~~with similar~~actual ~~focus~~value ~~areas~~of asthe ~~ours,~~per-share ~~which~~redemption ~~may~~price ~~intensify~~will ~~the~~not ~~competition~~be ~~that~~substantially less wethan ~~face~~$10.20 inper ~~achieving our objective~~share.

~~Conflicts~~We will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of ~~Interest~~creditors by endeavoring to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. We do not have access to any funds (as of December 31, 2023) from the proceeds of our initial public offering and the sale of the private units that are held outside of our trust account, with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by creditors.

~~Certain~~If we offile ~~our~~a ~~executive~~winding-up ~~officers~~or ~~and~~bankruptcy ~~directors~~petition ~~have~~or an involuntary winding-up or ~~may~~bankruptcy ~~have~~petition ~~fiduciary~~is filed against us that is not dismissed, ~~and~~the ~~contractual~~proceeds ~~duties~~held in the trust account could be subject to ~~certain~~applicable ~~companies~~insolvency laws and may be included in ~~which~~our ~~they~~insolvency ~~have~~estate ~~invested.~~and subject ~~These~~to ~~entities~~the ~~may~~claims ~~compete~~of third parties with uspriority ~~for~~over ~~acquisition~~the ~~opportunities. If~~claims ~~these~~of ~~entities~~our ~~decide~~shareholders. toTo ~~pursue~~the extent any ~~such~~insolvency ~~opportunity~~claims deplete the trust account, we ~~may~~cannot assure you we will be ~~precluded~~able ~~from~~to ~~pursuing~~return it$10.20 ~~However~~per share to our public shareholders. Additionally, if we dofile a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy petition is filed against us that is not ~~expect~~dismissed, ~~these~~any distributions ~~duties~~received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable preference. toAs ~~present~~a result, a ~~significant~~bankruptcy ~~conflict~~court ofcould ~~interest~~seek ~~with~~to recover some or all amounts received by our ~~search~~shareholders. ~~for~~Furthermore, anour ~~initial~~board ~~business~~may ~~combination~~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.

Certain of our officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity that is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she may need to honor these fiduciary or contractual obligations to present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.19

21Our public shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (1) the completion of our 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, (2) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association as described under “Amended and Restated Memorandum and Articles of Association” below, and (3) the redemption of our public shares if we are unable to complete our initial business combination within 36 months (reflecting the two extension periods, which were approved by our shareholders at the extension meetings) from the closing date of our initial public offering or during any additional extension period, subject to applicable law and as further described herein. 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 our initial 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.

~~One of our directors, Joachim Drees, was formerly a member of the executive~~Amended ~~management~~and ~~board~~Restated ofMemorandum ~~TRATON SE (formerly Volkswagen Truck & Bus GmbH)~~ and isArticles ~~subject to certain restrictions under a termination agreement with TRATON SE. While his appointment as a director~~ of our company was approved by the executive management board of TRATON SE, that executive management board may revoke that approval following our planned business combination if it comes to the conclusion that our company (after combination with a target company) is in direct competition with TRATON SE and its affiliates. In that case, he would be unable to continue serving as our director following the business combination.Association

~~Indemnity~~Our amended and restated memorandum and articles of association contain certain requirements and restrictions that apply to us until the completion of our initial business combination:

Our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than our independent auditors) 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 amount of funds in the trust account to below (1) $10.20 per public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters as part 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. We have not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations.

	●	If we seek to amend our amended and restated memorandum and articles of association in a manner (A) that would affect our public shareholders’ ability to redeem or sell their shares to us in connection with a business combination as described herein or to modify the substance or timing of our obligation to redeem our public shares if we do not complete our initial business combination within 36 months from the closing date of our initial public offering or during any further extension period, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, we will provide public shareholders with the opportunity to redeem their public shares in connection with any such amendment. Specifically, our amended and restated memorandum and articles of association provide, among other things, that: prior to the completion of our initial business combination, we shall either (1) seek shareholder approval of our initial business combination at a general meeting called for such purpose at which public shareholders may elect to redeem their public shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed business combination, or (2) provide our public shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination by means of a tender offer (and thereby avoid the need for a shareholder vote), in each in cash, for an amount payable in cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the completion of our initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to the limitations described herein;

	●	we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 either immediately prior to or upon completion of our initial business combination and, solely if we seek shareholder approval, a majority of the issued and outstanding ordinary shares voted are voted in favor of the business combination (we may seek shareholder approval for an amendment to the net tangible asset requirement immediately prior to consummation of an initial business combination);

~~Employees~~● if our initial business combination is not consummated within 36 months from the closing date of our initial public offering or during any further extension period, our existence will terminate and we will distribute all amounts in the trust account; and

As● ofprior ~~the~~to ~~date~~our ofinitial ~~this~~business ~~Annual Report~~combination, we ~~have~~may ~~three~~not ~~(3)~~issue ~~officers, none~~additional ofshares ~~whom~~(other isthan anthe ~~employee~~issuance of ~~our~~Class ~~company.~~A ~~Members~~ordinary ofshares ~~our~~upon ~~management~~the ~~team~~conversion ~~are~~of ~~not~~the ~~obligated~~Class toB ~~devote~~ordinary ~~any~~shares ~~specific~~that ~~number~~constituted ofthe ~~hours~~founders ~~to our~~shares) ~~matters~~that ~~but~~would ~~they~~entitle ~~intend~~the holders thereof to ~~devote~~(1) asreceive ~~much~~funds offrom ~~their~~the ~~time~~trust asaccount ~~they~~or ~~deem~~(2) ~~necessary~~vote toas ~~our~~a ~~affairs~~class ~~until~~with weour ~~have~~public ~~completed~~shares ~~our~~(a) on any initial business combination. ~~The~~or ~~amount~~(b) ofon ~~time~~an ~~that~~amendment to our ~~officers~~amended orand ~~any~~restated ~~other~~memorandum ~~members~~and articles of ~~our~~association ~~management~~to ~~team~~(x) ~~devote~~extend inthe ~~any~~ time ~~period~~we ~~varies based~~have onto consummate a business combination beyond 36 months from the ~~status~~closing date of our ~~pursuit~~initial ofpublic aoffering ~~target~~(or ~~business~~up ~~for~~to ~~our~~any ~~initial~~further ~~business~~extension ~~combination~~period, ~~and~~if ~~the~~applicable) ~~current~~or ~~stage~~(y) ofamend the ~~business~~foregoing ~~combination process~~provisions.

~~Periodic Reporting and Financial Information~~20

WeThese provisions ~~registered~~cannot ~~our~~be ~~units,~~amended without the approval of holders of at least two-thirds of our Class A ordinary shares present and ~~warrants under~~voting at a general meeting. In the ~~Exchange~~event ~~Act~~we ~~and~~seek ~~have~~shareholder ~~reporting~~approval ~~obligations~~in connection with our initial business combination, ~~including~~our ~~the~~amended ~~requirement~~and restated memorandum and articles of association provide that we ~~file~~may ~~annual,~~consummate ~~quarterly~~our ~~and~~initial ~~current~~business ~~reports~~combination ~~with~~only ~~the~~if approved by an ~~SEC.~~ordinary Inresolution ~~accordance~~under ~~with~~Cayman Islands law, being the ~~requirements~~affirmative vote of a simple majority of the ~~Exchange~~ordinary ~~Act,~~shares ~~each~~represented ofin ~~our~~person or ~~annual~~by ~~reports~~proxy ~~will~~and ~~contain~~entitled ~~financial~~to ~~statements~~vote ~~audited~~thereon and ~~reported~~ onwho byvote ~~our~~at ~~independent~~a ~~registered~~general ~~public~~meeting ~~auditors~~in favor of the business combination.

WeAdditionally, our ~~will~~amended ~~provide~~and ~~shareholders~~restated ~~with~~memorandum ~~audited~~and ~~financial~~articles ~~statements~~ of ~~the prospective~~association ~~target~~provide ~~business~~that, ~~(as~~prior weto ~~will~~our doinitial ~~for~~business ~~WHC)~~combination, asholders ~~part~~ of ~~the~~our founders ~~tender~~shares ~~offer~~are ~~materials~~the oronly ~~proxy~~shareholders ~~solicitation~~that ~~materials~~will ~~sent~~have tothe ~~shareholders~~ right to ~~assist~~vote ~~them~~on ~~in assessing~~ the ~~target~~appointment ~~business.~~of ~~These~~directors ~~financial~~and ~~statements~~the ~~may~~right ~~be required~~ to beremove ~~prepared~~a member inof ~~accordance~~the ~~with,~~board orof bedirectors ~~reconciled to,~~for Uany reason.S. ~~GAAP~~These orprovisions ~~IFRS,~~of ~~depending~~our onamended ~~the circumstances~~ and ~~the~~restated ~~historical~~memorandum ~~financial~~and ~~statements~~articles of association may beonly ~~required to~~ be ~~audited~~amended inby ~~accordance with~~a ~~PCAOB~~special ~~standards.~~resolution ~~These~~passed ~~financial~~by ~~statement~~at ~~requirements~~least ~~may~~90% ~~limit the pool~~ of ~~potential~~our ~~target~~ordinary ~~businesses~~shares wevoting ~~may~~in ~~acquire~~a ~~because some~~general ~~targets~~meeting. ~~may~~With berespect ~~unable~~ to any ~~provide~~other ~~such~~matter ~~financial~~submitted ~~statements~~to ina ~~time~~vote ~~for~~of usour toshareholders, ~~disclose~~including ~~such~~any ~~financial~~vote ~~statements~~ in ~~accordance~~connection with ~~federal~~ ~~proxy rules and complete~~ our initial business combination, ~~within~~except as ~~the~~required ~~prescribed~~by ~~time~~law, ~~frame.~~holders ~~While~~of ~~this~~our ~~may~~founders ~~limit~~shares ~~the~~and ~~pool~~holders of ~~potential business~~our ~~combination~~public ~~candidates,~~shares wewill dovote ~~not~~together ~~believe~~as ~~that~~a ~~this~~single ~~limitation~~class, ~~will~~with beeach ~~material~~share entitling the holder to one vote.

22Comparison of redemption price or purchase price in connection with our initial business combination and/or if we fail to complete our initial business combination.

WeThe following ~~will~~table becompares ~~required to evaluate our internal control procedures for~~ the ~~fiscal~~redemptions ~~year~~and ~~ending~~other ~~December~~permitted ~~31,~~purchases ~~2022~~of aspublic ~~required~~shares bythat ~~the~~may ~~Sarbanes-Oxley~~take ~~Act.~~place ~~Only~~ in ~~the~~connection ~~event~~with: we(i) ~~are deemed to be a large accelerated~~the ~~filer~~completion orof anour ~~accelerated~~initial ~~filer,~~business ~~and~~combination— nowhether ~~longer qualify~~ as anredemptions ~~emerging~~by ~~growth company~~us, ~~will~~or wepurchases beby ~~required~~our toaffiliates; ~~have~~and (ii) our ~~internal control procedures~~inability ~~audited.~~to Acomplete ~~target~~our initial business ~~may~~combination ~~not~~within be36 inmonths ~~compliance~~or ~~with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of~~ any ~~such~~additional ~~entity~~extension toperiod, ~~achieve~~if ~~compliance~~applicable, ~~with~~following the ~~Sarbanes-Oxley Act may increase the~~closing ~~time~~of ~~and~~our ~~costs necessary to complete any such acquisition~~IPO.

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

	Redemptions in Connection with our Initial Business Combination	Other Permitted Purchases of Public Shares by our Affiliates	Redemptions if we fail to Complete an Initial Business Combination
Calculation of redemption price	Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which was initially $10.20 per share), including interest (which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to not be at least $5,000,001 either immediately prior to or upon consummation of our initial business combination and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. We may seek shareholder approval to eliminate the foregoing net tangible asset requirement immediately prior to an initial business combination if we cannot meet that requirement.	If we seek shareholder approval of our initial business combination, our sponsor, directors, officers, or their respective affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. Such purchases will only be made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase shares in such transactions.	If we are unable to complete our initial business combination within 36 months (or any additional extension period) from the closing of our IPO, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account (which was initially $10.20 per share), including interest (less up to $100,000 of interest to pay dissolution expenses, which interest shall be net of taxes payable) divided by the number of then issued and outstanding public shares.

Impact to remaining shareholders	The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting fee and interest withdrawn in order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account).	If the permitted purchases described above are made, there will be no impact to our remaining shareholders because the purchase price would not be paid by us.	The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsor, who will be our only remaining shareholder after such redemptions.

In addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We take advantage of the benefits of this extended transition period.21

We will remain an emerging growth company until the earliest 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 $1.07 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s second fiscal quarter, and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.Competition

~~Additionally,~~We face weintense ~~are~~competition from other entities having a ~~“smaller~~business ~~reporting~~objective ~~company”~~similar asto ~~defined in~~ours, ~~Rule~~including 10private investors (fwhich may be individuals or investment partnerships)~~(1)~~, other blank check companies and other entities, domestic and international, competing for the types of ~~Regulation~~businesses we ~~S-K~~intend to acquire. ~~Smaller~~Many ~~reporting~~of ~~companies~~these ~~may~~individuals ~~take~~and ~~advantage~~entities ofare ~~certain~~well ~~reduced~~established ~~disclosure~~and ~~obligations,~~have ~~including~~extensive experience in identifying and effecting, ~~among~~directly ~~other~~or ~~things~~indirectly, acquisitions of companies operating in or providing ~~only~~services ~~two~~to ~~years~~various industries. Many of ~~audited~~these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial ~~statements~~resources are relatively limited when contrasted with those of many of these competitors. We ~~will~~believe ~~remain~~that awhile ~~smaller~~there ~~reporting~~are ~~company~~numerous ~~until~~target ~~the~~businesses ~~last~~that we could ~~day~~potentially ofacquire with the ~~fiscal~~net ~~year~~proceeds infrom ~~which~~our ~~(1)~~initial ~~the~~public ~~market~~offering ~~value~~and the sale of the private units, our ~~ordinary~~ability ~~shares~~to ~~held~~compete with byrespect ~~non-affiliates~~to ~~equals~~the oracquisition ~~exceeds~~of ~~$250~~certain ~~million~~target asbusinesses ofthat are sizable is limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the ~~end~~acquisition of ~~that~~certain ~~year’s~~target ~~second~~businesses. ~~fiscal quarter~~Furthermore, orin ~~(2)~~the event we seek shareholder approval of our ~~annual~~initial ~~revenues~~business ~~equal~~combination orand ~~exceed~~we ~~$100~~are ~~million~~obligated ~~during~~to ~~such~~redeem ~~completed~~a ~~fiscal~~significant amount of our Class A ordinary ~~year~~shares ~~and~~for cash, it will potentially reduce the ~~market~~resources ~~value~~available ofto us for our ~~ordinary~~initial ~~shares~~business ~~held~~combination. byAny ~~non~~of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. We may furthermore face competition from other newly-~~affiliates~~formed ~~equals~~entities orthat ~~exceeds~~may ~~$700~~target ~~million~~a business combination transaction with similar focus areas as ofours, ~~the~~which ~~end~~may ofintensify the competition that ~~year’s second~~we ~~fiscal~~face ~~quarter~~in achieving our objective.

23Conflicts of Interest

~~Item~~Certain of 1Aour executive officers and directors have or may have fiduciary and contractual duties to certain companies in which they have invested. These ~~Risk~~entities ~~Factors~~may compete with us for acquisition opportunities. If these entities decide to pursue any such opportunity, we may be precluded from pursuing it. However, we do not expect these duties to present a significant conflict of interest with our search for an initial business combination.

AnCertain of ~~investment~~our inofficers ~~our~~and ~~securities~~directors ~~involves~~presently ahave, ~~high~~and ~~degree~~any of them in the future may have additional, fiduciary or contractual obligations ~~risk.~~to ~~You~~other ~~should~~entities ~~consider~~pursuant ~~carefully~~to ~~all~~which ofsuch ~~the~~officer ~~risks~~or ~~described~~director ~~below,~~is ~~together~~or ~~with~~will ~~the~~be ~~other~~required ~~information~~to ~~contained~~present ina ~~this~~business ~~Annual~~combination ~~Report,~~opportunity to ~~before~~such ~~making~~entity. Accordingly, if any of our officers or directors becomes aware of a ~~decision~~business combination opportunity that is suitable for an entity to ~~invest~~which inhe ~~our~~or ~~units,~~she ~~Class~~has Athen-current ~~ordinary~~fiduciary ~~shares~~or contractual obligations, he or ~~warrants.~~she Ifmay ~~any~~need ofto ~~the~~honor ~~following~~these ~~events~~fiduciary ~~occurs,~~or ~~our~~contractual obligations to present such business combination opportunity to such entity, ~~financial~~ ~~condition~~subject ~~and~~to ~~operating~~their ~~results~~fiduciary ~~may~~duties beunder ~~materially~~Cayman ~~adversely~~Islands ~~affected~~law. We Indo ~~that~~not ~~event~~believe, however, that the ~~trading~~fiduciary ~~price~~duties or contractual obligations of our ~~securities~~officers ~~could~~or directors will materially affect ~~decline~~our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and ~~you~~to ~~could~~the ~~lose~~extent ~~all~~expressly assumed by contract, to refrain from engaging directly or ~~part~~indirectly in the same or similar business activities or lines of ~~your~~business ~~investment~~as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.

~~Risks Relating to our Search for, and Consummation of or Inability to Consummate, the WHC Business Combination or Any Other Business Combination~~22

~~The~~One of ~~ability~~our directors, Joachim Drees, was formerly a member of ~~our~~the ~~public~~executive ~~shareholders~~management toboard ~~exercise~~of ~~redemption~~TRATON SE (formerly Volkswagen Truck & ~~rights~~Bus ~~with~~GmbH) ~~respect~~and is subject to certain restrictions under a ~~large~~termination ~~number~~agreement ofwith TRATON SE. While his appointment as a director of our ~~public~~company ~~shares~~was approved by the executive management board of TRATON SE, that executive management board may ~~not~~revoke ~~allow~~that usapproval tofollowing our ~~complete~~planned ~~the~~business ~~WHC~~combination ~~Business~~if ~~Combination~~it incomes to the ~~most~~conclusion ~~desirable~~that our company (after combination with a target company) is in direct ~~manner~~competition ~~that~~with ~~will~~TRATON ~~optimize~~SE ~~the~~and ~~capital~~its ~~structure~~affiliates. ofIn ~~New~~that ~~WHC~~case, orhe atwould ~~all~~be unable to continue serving as our director following the business combination.

Over the last year, the rate of redemption of shares by public shareholders of special purpose acquisition companies, or SPACs, such as ours at the time of the initial business combination of a SPAC has increased significantly, thereby increasing the likelihood that we, too, will face a high level of redemptions that will jeopardize our ability to successfully consummate the WHC Business Combination. The amount of the deferred underwriting commissions payable to the underwriters for our IPO will not be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial business combination. If we are able to consummate the WHC Business Combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay, and the payment of, the deferred underwriting commissions.Indemnity

IfOur sponsor ahas ~~larger~~agreed ~~number~~that ofit ~~shares~~will ~~are~~be ~~submitted~~liable ~~for~~to ~~redemption~~us if and to the extent any claims by a third party (other than weour ~~initially~~independent auditors) ~~expected,~~for weservices ~~may~~rendered ~~need~~or products sold to ~~restructure~~us, ~~the~~or ~~WHC~~a ~~Business~~prospective ~~Combination~~target orbusiness ~~any~~with ~~other~~which ~~business~~we ~~combination~~have ~~transaction~~discussed toentering ~~reserve~~into a ~~greater portion~~transaction ofagreement, reduce the ~~cash~~amount of funds in the trust account to below (1) $10.20 per public share or ~~arrange~~(2) ~~for~~such ~~substantial~~lesser ~~third~~amount ~~party~~per ~~financing.~~public share Inheld in the ~~case~~trust account as of the ~~WHC~~date ~~Business~~of ~~Combination,~~the weliquidation ~~need~~ of the trust account due to ~~meet~~reductions in the ~~WHC~~value ~~Minimum~~of ~~Cash~~the ~~Condition~~trust assets, in each case net of the interest which ~~requires~~may usbe withdrawn to ~~have~~pay ~~$50~~taxes, ~~million~~except ofas ~~aggregate~~to ~~cash~~any ~~from~~claims ~~the~~by ~~trust~~a ~~account~~third ~~(net~~party ofwho ~~redemptions)~~executed a waiver ~~and~~of any ~~PIPE~~and ~~financing~~all ~~(net~~rights ofto ~~certain~~seek ~~expenses).~~access ~~Due~~ to the ~~expected~~trust ~~high~~account ~~rates~~and except as to any claims under our indemnity of ~~redemptions~~the underwriters as part of ~~public~~our ~~shares~~initial wepublic ~~will~~offering ~~likely~~against becertain ~~relying upon~~liabilities, ~~significant~~including ~~PIPE~~liabilities orunder ~~other~~the ~~outside~~Securities ~~financing~~Act. toMoreover, ~~meet~~in the ~~WHC~~event ~~Minimum~~that an ~~Cash~~executed ~~Condition.~~waiver ~~Raising~~is ~~additional~~deemed to be unenforceable against a third party, ~~financing~~our ~~may involve~~sponsor ~~dilutive~~will ~~equity~~not ~~issuances~~be orresponsible to the ~~incurrence~~extent of ~~indebtedness~~any atliability for ~~higher~~such ~~than~~third-party ~~desirable levels~~claims. ~~The~~We ~~above~~have ~~considerations~~not ~~may~~independently ~~limit~~ verified whether our ~~ability~~sponsor has sufficient funds to ~~complete~~satisfy ~~the~~its ~~WHC~~indemnity ~~Business~~obligations and ~~Combination~~believe inthat ~~the~~our ~~most~~sponsor’s ~~desirable~~only ~~manner~~assets ~~that~~are ~~will~~securities ~~optimize~~of our ~~capital~~company ~~structure~~and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve for such obligations.

At the time of entering into the WHC Business Combination Agreement, we did not know how many shareholders may exercise their redemption rights, and therefore, we needed to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. Unless the Minimum Cash Condition is waived by WHC, the WHC Business Combination Agreement could terminate and the WHC Business Combination may not be consummated.Employees

24As of the date of this Annual Report, we have three (3) officers, none of whom is an employee of our company. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that our officers or any other members of our management team devote in any time period varies based on the status of our pursuit of a target business for our initial business combination and the current stage of the business combination process.

~~If we are not able to complete the WHC Business Combination nor~~Periodic ~~able~~Reporting ~~to complete another business combination by June 20, 2023, in each case, as such date may be extended pursuant to our amended~~ and ~~restated~~ ~~memorandum~~Financial and articles of association, we would cease all operations except for the purpose of winding up and we would redeem our Class A ordinary shares and liquidate the trust account, in which case our public shareholders may only receive approximately $10.20 per share or less than such amount in certain circumstances, and our warrants will expire worthless.Information

~~Our~~We registered ~~ability to complete~~ our ~~initial~~units, ~~business~~Class ~~combination~~A ~~may~~ordinary beshares ~~negatively impacted~~and bywarrants ~~general~~under ~~market conditions, volatility in~~ the ~~capital~~Exchange ~~and~~Act ~~debt markets~~ and ~~the~~have ~~other~~reporting ~~risks described herein~~obligations, including asthe arequirement ~~result~~that ofwe ~~high~~file ~~inflation~~annual, ~~rising~~quarterly ~~interest~~and ~~rates,~~current ~~fears~~reports ofwith ~~recession,~~the ~~terrorist~~SEC. ~~attacks,~~In ~~natural~~accordance ~~disaster~~with orthe arequirements ~~significant outbreak~~ of ~~infectious~~ ~~diseases.~~the ~~These~~Exchange ~~trends could limit our ability to complete our initial business combination~~Act, ~~including~~each ~~as a result~~ of ~~increased~~our ~~market~~annual ~~volatility,~~reports ~~decreased~~will ~~market~~contain ~~liquidity~~financial ~~and~~statements ~~third-party~~audited ~~financing~~and ~~being~~reported ~~unavailable~~ on ~~terms~~by ~~acceptable~~our toindependent usregistered orpublic ~~at all~~auditors. ~~Additionally, these trends may negatively impact the business of New WHC following the WHC Business Combination.~~

~~If we are unable to complete our initial business combination by June~~We ~~30,~~will ~~2023~~provide orshareholders ~~within~~with anaudited ~~additional~~financial ~~Extension~~statements ~~Period,~~of wethe ~~will:~~prospective ~~(i)~~target ~~cease~~business ~~all~~as ~~operations~~part ~~except~~of ~~for~~ the ~~purpose~~tender ofoffer ~~winding up, (ii) as promptly~~materials asor ~~reasonably~~proxy ~~possible~~solicitation ~~but~~materials ~~not~~sent ~~more~~to ~~than~~shareholders ~~ten~~to ~~business~~assist ~~days~~them ~~thereafter,~~in ~~redeem~~assessing the ~~public~~target ~~shares,~~business. atThese afinancial ~~per-share~~statements ~~price, payable in cash,~~may ~~equal~~be required to ~~the~~be ~~aggregate~~prepared ~~amount then on deposit~~ in ~~the~~accordance ~~trust account~~with, ~~including~~or ~~interest~~be ~~(less~~reconciled up to ~~$100~~,~~000~~ ofU.S. ~~interest~~GAAP toor ~~pay~~IFRS, ~~dissolution expenses~~depending ~~(which~~on ~~interest shall be net of taxes payable)) divided by~~ the ~~number~~circumstances ~~of then issued~~ and ~~outstanding~~the ~~public shares, which redemption~~historical ~~will~~financial ~~completely~~statements ~~extinguish~~may ~~public~~be ~~shareholders’~~required ~~rights as shareholders (including the right~~ to ~~receive~~be ~~further~~audited ~~liquidation~~in ~~distributions, if~~accordance ~~any),~~with ~~subject~~PCAOB tostandards. ~~applicable~~These ~~law,~~financial ~~and~~statement ~~(iii)~~requirements asmay ~~promptly as reasonably possible following such redemption, subject to~~ limit the ~~approval~~pool of ~~our~~ ~~remaining~~potential ~~shareholders~~target ~~and~~businesses ~~our~~we ~~board~~may ofacquire ~~directors,~~because ~~liquidate~~some ~~and~~targets ~~dissolve,~~may ~~subject~~be inunable ~~each case~~ to ~~our obligations under Cayman Islands law to~~ provide ~~for~~such ~~claims~~financial ofstatements ~~creditors~~in ~~and the requirements of other applicable law. There will be no redemption rights or liquidating~~time ~~distributions~~for ~~with~~us ~~respect~~ to ~~our~~disclose ~~warrants,~~such ~~which~~financial ~~will~~statements ~~expire~~in ~~worthless~~accordance ifwith wefederal ~~fail~~proxy torules and complete our initial business combination ~~by June~~within ~~30,~~the ~~2023~~prescribed ortime ~~within an additional Extension Period~~frame. InWhile ~~such~~this ~~case, our public shareholders~~ may ~~only~~limit ~~receive approximately $10.20 per share or less than $10.20 per share, on~~ the ~~redemption~~pool of ~~their~~potential ~~shares,~~business ~~and~~combination ~~our warrants will expire worthless. See “— If third parties bring claims against us~~candidates, ~~the~~we ~~proceeds~~do ~~held~~not inbelieve ~~the~~that ~~trust~~this ~~account could be reduced and the per-share redemption amount received~~limitation bywill ~~shareholders may~~ be ~~less than $10~~material.~~20 per share” and other risk factors herein.~~

We may be unable to obtain— on reasonable terms or at all— additional financing in connection with our initial business combination or to fund the operations and growth of WHC or another target business, which could compel us to restructure or abandon a particular business combination.23

~~Because~~We are ofrequired ~~expected~~to ~~significant~~evaluate ~~redemptions of public shares, the net proceeds of~~ our ~~initial~~internal ~~public~~control ~~offering~~procedures ~~and~~for the ~~sale~~fiscal ofyear ~~the~~ending ~~private~~December ~~units~~31, in2023 ~~the~~as ~~trust~~required ~~account~~by ~~may~~the ~~not be sufficient to allow us to meet~~Sarbanes-Oxley ~~the~~Act. ~~WHC~~Only ~~Minimum Cash Condition~~ in the ~~WHC~~event ~~Business~~we ~~Combination~~are ~~Agreement~~deemed ~~and~~ to ~~complete the WHC Business Combination or any other initial business combination. We may therefore~~ be ~~required~~a tolarge ~~seek~~accelerated ~~additional~~filer ~~financing~~ or toan ~~abandon~~accelerated ~~the~~filer, ~~proposed~~and ~~business~~no ~~combination.~~longer ~~While we~~qualify ~~plan~~as toan ~~pursue~~emerging ~~a PIPE financing~~growth company, ~~we cannot assure you that such financing~~ will bewe ~~available on acceptable terms, if at all. To the extent that additional financing proves to~~ be ~~unavailable~~required ~~when needed~~ to ~~complete~~have ~~the~~our ~~WHC~~internal ~~Business~~control ~~Combination,~~procedures weaudited. ~~would~~A ~~be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative~~ target business ~~candidate. The~~may ~~market~~not ~~for~~be ~~financings of initial business combinations of SPACs~~ in ~~recent~~compliance ~~times has been very difficult,~~ with ~~financings~~the ~~often available~~provisions ~~only~~of onthe ~~terms~~Sarbanes-Oxley ~~that~~Act ~~are~~regarding ~~onerous~~adequacy ~~to the surviving company~~ of ~~the~~their ~~business~~internal ~~combination~~controls. The ~~failure to secure additional financing on reasonable terms could have a material adverse effect on the continued~~ development ~~or growth~~ of the ~~target~~internal ~~business.~~controls ~~None~~ of ~~the~~any ~~sponsor~~such ~~or our other~~entity ~~shareholders is required~~ to ~~provide~~achieve ~~any~~compliance ~~financing to us in connection~~ with or after our initial business combination. If we are unable to complete he WHC Business Combination or any other initial business combination, our public shareholders may only receive approximately $10.20 per share on the ~~liquidation~~Sarbanes-Oxley ofAct ~~our trust account, and our warrants will expire worthless. In certain circumstances, our public shareholders~~ may ~~receive~~increase ~~less than $10.20 per share on~~ the ~~redemption~~time ~~of their shares. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced~~ and ~~the~~costs ~~per-share~~necessary ~~redemption~~to ~~amount~~complete ~~received~~any bysuch ~~shareholders may be less than $10~~acquisition.~~20 per share” and other risk factors below.~~

25We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

IfIn addition, ~~our~~Section ~~initial~~107 ~~business~~of ~~combination~~the ~~with~~JOBS ~~WHC~~Act ~~(or~~also ~~any~~provides ~~other~~that ~~initial~~an “emerging growth company” can take advantage of the extended ~~business~~transition ~~combination)~~period isprovided ~~not~~in ~~completed~~Section 7(~~due~~a)(2)(B) toof ~~excessive~~the ~~redemptions~~Securities Act for complying with new or ~~other~~revised ~~reasons)~~accounting standards. In other words, ~~you~~an ~~may~~“emerging ~~need~~growth tocompany” ~~wait~~can ~~for~~delay ~~liquidation~~the inadoption ~~order~~of certain accounting standards until those standards would otherwise apply to ~~obtain~~private ~~value~~companies. ~~for~~We ~~your~~take ~~shares~~advantage of the benefits of this extended transition period.

IfWe will ~~the~~remain ~~WHC~~an ~~Business~~emerging ~~Combination~~growth iscompany ~~not~~until ~~completed~~the earliest of (~~due~~1) tothe ~~excessive redemptions~~last ~~that~~day ~~cause~~of usthe tofiscal ~~fail~~year to(a) ~~meet~~following the ~~WHC~~fifth ~~Minimum~~anniversary of ~~Cash~~the ~~Condition,~~completion orof ~~for~~our ~~any~~initial ~~other~~public ~~reason)~~offering, ~~you~~(b) ~~would~~in ~~not~~which ~~receive~~we ~~your~~have ~~pro~~total ~~rata portion~~annual ofgross ~~the~~revenue ~~trust~~of ~~account~~at ~~until~~least ~~we liquidate the trust account~~$1.07 Ifbillion, ~~you~~or ~~are~~(c) in which ~~need~~we ofare ~~immediate~~deemed ~~liquidity,~~to ~~you~~be ~~could~~a ~~attempt~~large toaccelerated ~~sell your~~filer, ~~shares~~which inmeans the ~~open~~ market; ~~however,~~value atof ~~such time~~ our ordinary shares ~~may~~that ~~trade~~is atheld aby ~~discount~~non-affiliates exceeds to$700 ~~the~~million ~~pro~~as ~~rata~~of ~~amount~~the ~~per~~end ~~share~~of in the ~~trust account.~~prior Infiscal ~~either~~year’s ~~situation,~~second ~~you~~fiscal ~~may~~quarter, ~~suffer~~and a(2) ~~material~~the ~~loss~~date on ~~your~~which ~~investment~~we orhave ~~lose~~issued ~~the~~more than ~~benefit~~$1.00 ofbillion ~~funds expected~~ in ~~connection~~non-convertible ~~with our~~debt ~~redemption~~securities ~~until~~during wethe ~~liquidate~~prior orthree-year ~~you~~period. ~~are~~References ~~able~~herein to ~~sell~~“emerging ~~your~~growth company” ~~shares~~shall have the meaning associated with it in the ~~open~~JOBS ~~market~~Act.

~~Neither~~Additionally, we ~~the~~are ~~Spree~~a ~~Board~~“smaller ~~nor~~reporting ~~any~~company” ~~committee~~as ~~thereof~~defined ~~obtained~~in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares ~~third~~held by non-~~party~~affiliates ~~valuation~~equals inor ~~determining~~exceeds ~~whether~~$250 million as of the end of that year’s second fiscal quarter, or ~~not~~(2) toour ~~pursue~~annual revenues equal or exceed $100 million during such completed fiscal year and the ~~WHC~~market ~~Business~~value ~~Combination~~of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.

Neither the Spree Board nor any committee thereof is required to obtain an opinion from an independent investment banking or accounting firm that the price that Spree will pay for WHC is fair to Spree from a financial point of view. Neither the Spree Board nor any committee thereof obtained a third-party valuation in connection with the WHC Business Combination. In analyzing the WHC Business Combination, the Spree Board and management conducted due diligence on WHC and researched the industry in which WHC operates. The Spree Board reviewed, among other things, financial due diligence materials prepared by professional advisors, including quality of earnings reports and tax due diligence reports, financial and market data information on selected comparable companies, the implied purchase price multiple of WHC and the financial terms set forth in the WHC Business Combination Agreement, and concluded that the WHC Business Combination was in the best interest of Spree’s shareholders. Accordingly, investors will be relying solely on the judgment of the Spree Board and management in valuing WHC, and the Spree Board and management may not have properly valued WHC’s business. The lack of a third-party valuation may also lead an increased number of shareholders to vote against the WHC Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the WHC Business Combination.24

~~We have not obtained a fairness opinion from an independent investment~~Item ~~banking~~1A. ~~firm~~Risk ~~for the WHC Business Combination, and consequently, there is no assurance from an independent source that the WHC Business Combination is fair to our shareholders from a financial point of view.~~Factors

WeAn investment ~~are~~in ~~not~~our ~~required~~securities ~~to,~~involves ~~and~~a ~~have~~high ~~not~~degree ~~obtained,~~of arisk. ~~fairness~~You ~~opinion~~should ~~from an~~consider ~~independent~~carefully ~~investment~~all ~~banking~~of ~~firm that~~ the ~~WHC~~risks ~~Business~~described ~~Combination~~below, istogether with ~~fair~~the toother ~~our~~information ~~public~~contained ~~shareholders~~in ~~from~~this aAnnual ~~financial~~Report, ~~point~~before ~~of view.~~making ~~The~~a ~~fair~~decision ~~market~~to ~~value~~invest ofin ~~WHC~~our ~~has~~units, ~~been~~Class ~~determined~~A byordinary ~~our~~shares, or ~~board~~warrants. ~~based~~If ~~upon~~any of the ~~financial~~following ~~skills~~events ~~and~~occurs, ~~background~~our ofbusiness, ~~its~~financial ~~directors,~~condition and ~~our~~ ~~public~~operating ~~shareholders~~results ~~will~~may be ~~relying~~materially onadversely affected. In that event, the ~~judgment~~trading price of our ~~board~~securities ~~with~~could ~~respect~~decline, toand ~~such~~you ~~matters~~could lose all or part of your investment.

WeRisks Relating ~~intend~~ to ~~issue~~ our ~~shares~~Search tofor, ~~investors in~~and ~~connection~~Consummation ~~with~~of ~~the~~or ~~WHC~~Inability ~~Business~~to ~~Combination~~Consummate, at a ~~price~~Business ~~that is less than the prevailing market price of our shares at that time.~~Combination

InOur public ~~connection~~shareholders’ ~~with~~exercise ~~the~~of ~~WHC~~redemption ~~Business~~rights ~~Combination,~~with werespect ~~will issue shares~~ to ~~investors in~~ a ~~private~~large ~~placement,~~number ~~or PIPE, financing at a price to be determined. The purpose~~ of ~~such~~additional ~~issuances~~public ~~will~~shares bemay tonot ~~enable~~allow us to ~~provide~~complete ~~sufficient~~an ~~liquidity~~initial ~~to the post-~~business combination ~~entity.~~in ~~The price of~~ the ~~shares~~most wedesirable ~~issue~~manner ~~may~~that ~~therefore~~will beoptimize ~~less,~~the ~~and~~capital ~~potentially significantly~~structure ~~less,~~of ~~than~~ the ~~market~~combined ~~price~~company, or ~~for our shares~~ at ~~such time~~all.

26Over the past two years, the rate of redemption of shares by public shareholders of special purpose acquisition companies, or SPACs, such as ours at the time of a shareholder meeting that approves an amendment to the articles of the SPAC or the initial business combination of the SPAC has been very high, thereby increasing the likelihood that we, too, may face significant additional redemptions that will jeopardize our ability to successfully consummate an initial business combination. In addition, the amount of the deferred underwriting commissions payable to the underwriters for our IPO will not be adjusted for any shares that are redeemed in connection with a business combination and such amount of deferred underwriting discount is not available for us to use as consideration in an initial business combination or (in the event that we issue shares as consideration in a business combination) to fund the post-business combination company’s operations. If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay, and the payment of, the deferred underwriting commissions.

WeIn connection ~~need~~with tothe ~~comply~~two ~~with~~extension ~~the~~meetings, ~~rules~~15,763,212 and 2,371,801 public shares, respectively, were redeemed at prices per share of ~~NYSE~~approximately ~~that~~$10.56 ~~require~~and ~~our~~$10.95, ~~initial business~~respectively, ~~combination~~thereby toreducing ~~occur~~the ~~with~~number ~~one~~of oroutstanding ~~more~~Class A ~~target~~ordinary ~~businesses~~shares ~~having~~from an20,945,715 ~~aggregate~~to ~~fair~~5,182,503 ~~market~~(following ~~value~~the ~~equal~~initial extension meeting), and from 5,182,503 to at2,810,702 (following ~~least~~the ~~80%~~second extension meeting), consisting of 4,236,788, ~~the~~and ~~assets~~1,864,987, public shares, respectively, and 945,715 ~~held~~private shares in ~~the~~each ~~trust~~case), ~~account~~and atreducing the ~~time~~total value of the ~~agreement~~trust account significantly, from approximately $211.1 million to ~~enter~~approximately $44.7 ~~into~~million, and then to $20.4 million, following the ~~initial~~respective ~~business~~extension ~~combination~~meetings.

~~The~~Due to ~~rules~~the high rates of ~~NYSE~~redemptions ~~require~~of ~~that~~public ~~our~~shares ~~initial~~in connection with shareholder votes on business ~~combination~~combinations ~~occur~~of SPACs, we may need ~~with~~to ~~one~~rely upon significant PIPE or ~~more~~other ~~target~~outside ~~businesses~~financing ~~that~~to ~~together~~provide ~~have~~cash anto ~~aggregate~~our ~~fair~~post-business combination company. The market ~~value~~for financings of atinitial ~~least~~business ~~80%~~combinations of ~~the~~SPACs ~~assets held~~ in ~~the~~recent ~~trust~~times ~~account (excluding~~has ~~taxes~~been ~~payable~~very ondifficult, ~~the~~with ~~income~~financings ~~earned~~often available only on ~~the~~terms ~~trust~~that ~~account)~~are atonerous to the ~~time~~surviving company of the ~~agreement~~business tocombination. ~~enter~~The ~~into~~failure ~~the~~to ~~initial~~secure ~~business~~additional ~~combination.~~financing on reasonable ~~This~~terms ~~restriction~~could ~~may~~have ~~limit~~a ~~the~~material ~~type~~adverse ~~and~~effect ~~number~~on ofthe ~~companies~~continued ~~with~~development ~~which~~or wegrowth ~~may~~of ~~complete~~the atarget business ~~combination~~. ~~While~~None weof ~~believe~~the ~~that~~sponsor ~~WHC~~or our ~~complies~~other ~~with~~shareholders ~~this~~is ~~requirement,~~required ifto weprovide ~~are~~any ~~unable~~financing to ~~complete~~us ~~the~~in ~~WHC~~connection ~~Business~~with ~~Combination~~or ~~and~~after weour ~~are~~initial ~~unable~~business tocombination. ~~locate~~Raising additional anthird ~~alternative~~party ~~target business~~financing ormay ~~businesses~~involve ~~that~~dilutive ~~satisfy~~equity ~~this~~issuances ~~fair~~or ~~market~~the ~~value~~incurrence ~~test,~~of ~~our~~indebtedness ~~public~~at ~~shareholders~~higher ~~may~~than ~~receive~~desirable ~~only~~levels. The ~~approximately~~above ~~$10.20~~considerations ~~per~~may ~~share, or~~limit ~~less~~our inability ~~certain~~to ~~circumstances,~~complete ona business combination in the ~~liquidation~~most ofdesirable ~~our~~manner ~~trust~~that ~~account,~~will ~~and~~optimize our capital ~~warrants~~structure, ~~will~~or ~~expire~~at ~~worthless~~all. If we are ~~not~~unable ~~then listed~~to oncomplete ~~NYSE~~an ~~for~~initial ~~whatever~~business ~~reason~~combination, weour ~~would~~public ~~not~~shareholders bemay ~~required~~only toreceive approximately ~~satisfy~~$10.20 ~~the~~per ~~foregoing~~share ~~80%~~on ~~fair~~the ~~market~~liquidation ~~value~~of ~~test~~our ~~and~~trust ~~could~~account, ~~complete~~and ~~a business~~our ~~combination~~warrants ~~with~~will aexpire ~~target~~worthless. ~~business~~In ~~having~~certain acircumstances, our ~~fair~~public ~~market~~shareholders ~~value~~may ~~substantially~~receive ~~below~~less ~~80%~~than of$10.20 ~~the~~per ~~balance~~share inon the ~~trust~~redemption ~~account~~of their shares.

InIf we ~~connection~~are ~~with~~unable ~~our~~to ~~attempt~~complete a business combination by December 20, 2024, as such date may be extended pursuant to ~~obtain~~our ~~shareholder~~amended ~~approval~~and restated ofmemorandum ~~our~~and ~~initial~~articles ~~business~~of ~~combination~~association, ~~our~~we ~~sponsor,~~would ~~directors,~~cease ~~officers,~~all ~~advisors~~operations orexcept ~~any~~for the purpose of ~~their~~winding ~~affiliates~~up ~~may~~and ~~elect~~we towould ~~purchase~~redeem ~~shares~~our Class orA ~~warrants~~ordinary ~~from~~shares ~~public~~and ~~shareholders~~liquidate the trust account, in which case our public shareholders may ~~influence~~only areceive ~~vote~~approximately on$10.20 aper ~~proposed~~share or ~~business~~less ~~combination~~than ~~and~~such ~~reduce~~amount ~~the~~in ~~public~~certain ~~“float” of~~circumstances, and our ~~securities~~warrants will expire worthless.

~~Pursuant to the Registration Statement that we filed with the SEC on February 14, 2023, we will seek shareholder approval of the WHC Business Combination.~~ Our ~~sponsor, directors, officers, advisors or any~~ ofability ~~their~~to ~~affiliates~~complete ~~may~~our ~~purchase~~initial ~~public~~business ~~shares or public warrants or a~~ combination ~~thereof~~may inbe ~~privately~~negatively ~~negotiated~~impacted ~~transactions~~by orgeneral ~~in the open~~ market ~~either prior to or following the completion of the WHC Business Combination~~conditions, ~~although~~volatility ~~they~~in ~~are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgement that such shareholder, although still~~ the ~~record holder of our~~capital ~~shares,~~and isdebt nomarkets ~~longer the beneficial owner thereof~~ and ~~therefore agrees not to exercise its redemption rights. In~~ the ~~event~~other ~~that~~risks ~~our~~described ~~sponsor~~herein, ~~directors,~~ ~~officers,~~including ~~advisors~~as ora ~~any~~result of ~~their~~relatively ~~affiliates~~high ~~purchase~~inflation, ~~shares~~relatively inhigh ~~privately~~interest ~~negotiated transactions from public shareholders~~rates, ~~who~~fears ~~have~~of ~~already~~recession, ~~elected~~terrorist toattacks, ~~exercise~~natural ~~their~~disaster ~~redemption rights~~ or ~~submitted~~ a ~~proxy~~significant tooutbreak ~~vote~~of ~~against~~infectious ~~our~~diseases. ~~initial~~These ~~business~~trends ~~combination,~~could ~~such selling~~limit ~~shareholders would be required to revoke their prior elections to redeem their shares and any proxy to vote against~~ our ~~initial~~ ~~business~~ability ~~combination. The price per share paid in any such transaction may be different than the amount per share a public shareholder would receive if it elected~~ to ~~redeem~~complete ~~its shares in connection with~~ our initial business combination., ~~The~~including ~~purpose~~as ofa ~~such~~result ~~purchases could be to vote such shares in favor~~ of ~~the~~increased ~~WHC~~market ~~Business~~volatility, ~~Combination~~decreased ~~and~~market ~~thereby increase the likelihood of obtaining shareholder approval~~liquidity ofand ~~the~~third-party ~~WHC~~financing ~~Business~~being ~~Combination~~unavailable oron toterms ~~satisfy~~acceptable ~~the WHC Minimum Cash Condition if it appears that such closing condition would otherwise not be met. The purpose of any such purchases of public warrants could be~~ to ~~reduce~~us ~~the number of public warrants outstanding~~ or toat ~~vote such~~all. ~~warrants~~Additionally, onthese ~~any~~trends ~~matters~~may ~~submitted~~negatively toimpact the ~~warrant holders for approval in connection with our initial~~ business ~~combination.~~of ~~This~~a ~~may result~~target incompany ~~the~~following ~~completion~~an ~~of our~~ initial business combination ~~when it 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 and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

2725

InIf we ~~order~~are unable to ~~effectuate~~complete anour initial business combination by December 20, ~~blank~~2024 or within an additional extension period, we will: (i) ~~check~~cease ~~companies~~all ~~have~~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 ~~past~~aggregate amount then on deposit in the trust account, ~~amended~~including ~~various~~interest ~~provisions~~(less up to $100,000 of ~~their~~interest ~~charters~~to ~~and~~pay ~~modified~~dissolution ~~governing~~expenses ~~instruments.~~(which Weinterest ~~cannot~~shall ~~assure~~be ~~you~~net of taxes payable)) ~~that~~divided weby the number of then issued and outstanding public shares, which redemption will ~~not~~completely ~~seek~~extinguish public shareholders’ rights as shareholders (including the right to ~~amend~~receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our ~~amended~~remaining shareholders and ~~restated~~our ~~memorandum~~board of directors, liquidate and ~~articles~~dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of ~~association~~creditors and the requirements of other applicable law. There will be no redemption rights or ~~governing~~liquidating ~~instruments,~~distributions inwith arespect ~~manner~~to ~~that~~our warrants, ~~makes~~which itwill ~~easier~~expire ~~for~~worthless usif we fail to complete our initial business combination ~~that~~by ~~some~~December 20, 2024 or within an additional extension period. In such case, our public shareholders may only receive approximately $10.20 per share or less than $10.20 per share, upon the redemption of their shares, and our warrants will expire worthless. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may ~~not~~be ~~support~~less than $10.20 per share” and other risk factors herein.

~~In order to effectuate an initial business combination, blank check~~We ~~companies~~may ~~have,~~be inunable ~~the~~to ~~recent~~obtain- ~~past,~~on ~~amended~~reasonable ~~various~~terms ~~provisions~~or ofat ~~their~~all- ~~charters~~additional ~~and~~financing ~~modified~~in ~~governing~~connection ~~instruments.~~with ~~For~~our ~~example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an~~ initial business combination. Amending our amended and restated memorandum and articles of association requires at least a special resolution of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (1) at least two-thirds (or ~~any higher threshold specified in a company’s articles of association) of a company’s shareholders at a general meeting for which notice specifying the intention~~ to ~~propose the resolution~~ asfund ~~a special resolution has been given or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of~~ the ~~company’s~~operations ~~shareholders. Our amended~~ and ~~restated~~growth ~~memorandum and articles~~ of ~~association provide that special resolutions must be approved either by at least two-thirds of our shareholders who attend and vote at~~ a ~~shareholders~~target ~~meeting (i.e., the lowest threshold permissible under Cayman Islands law) (other than amendments relating to the appointment or removal of directors prior to our initial~~ business ~~combination~~, which ~~require~~could ~~the~~compel ~~approval~~us ofto atrestructure ~~least 90% of our ordinary shares voting in a general meeting),~~ or byabandon a ~~unanimous written~~particular resolution of all of our shareholders. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments or extend the time to consummate an initial business combination ~~in order to effectuate our initial business combination~~.

IfBecause of past and potential future significant redemptions of public shares, the net proceeds of our initial public offering ~~not~~and ~~being~~the sale of ~~held~~the private units in the trust account ~~are~~may ~~insufficient~~not be sufficient to allow us to ~~operate~~complete ~~through~~an ~~June~~initial ~~20,~~business ~~2023~~combination. (We may therefore be required to seek additional financing or ~~until~~to abandon the ~~end~~proposed ofbusiness ~~any~~combination. While we plan to pursue a PIPE financing, we cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional ~~Extension~~financing proves ~~Period)~~to be unavailable when needed to complete an initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and weseek an alternative target business candidate. The market for financings of initial business combinations of SPACs in recent times has been very difficult, with financings often available only on terms that are ~~unable~~onerous to the surviving company of the business combination. The failure to ~~obtain~~secure additional ~~capital,~~financing weon ~~may~~reasonable beterms ~~unable~~could have a material adverse effect on the continued development or growth of the target business. None of the sponsor or our other shareholders is required to ~~complete~~provide any financing to us in connection with or after our initial business combination,. inIf ~~which~~we ~~case~~are unable to complete an initial business combination, our public shareholders may only receive approximately $10.20 per share on the liquidation of our trust account, and our warrants will expire worthless. In certain circumstances, our public shareholders may receive less than $10.20 per share on the redemption of their shares. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.20 per share” and other risk factors below.

AsIn connection ofwith ~~December~~our ~~31,~~attempt ~~2022,~~to weobtain ~~had~~shareholder ~~approximately~~approval ~~$7,000~~of inour ~~cash~~initial ~~held~~business ~~outside the~~combination, ~~trust account to fund~~ our ~~working~~sponsor, ~~capital~~directors, ~~requirements.~~officers, ~~The~~advisors or ~~funds~~any ~~available to us outside~~ of ~~the~~their ~~trust~~affiliates ~~account~~ may ~~not~~elect ~~be sufficient~~ to ~~allow~~purchase usshares toor ~~operate~~warrants ~~until~~from ~~June~~public 20shareholders, ~~2023~~which ~~(or~~may ~~until~~influence ~~the~~a ~~end~~vote ofon ~~any~~a ~~further~~proposed business ~~Extension~~combination ~~Period),~~and ~~assuming~~reduce ~~that~~ the ~~WHC~~public ~~Business~~“float” ~~Combination is~~of ~~not~~our ~~completed during that time~~securities. ~~We might not have sufficient funds to continue searching for, or conduct due diligence with respect to, any additional target businesses.~~

IfIn the event that we ~~are~~seek ~~required~~shareholder toapproval ~~seek~~of ~~additional~~an ~~capital~~initial business combination, weour ~~would~~sponsor, ~~need~~directors, toofficers, ~~borrow~~advisors or any of ~~funds~~their ~~from~~affiliates ~~the~~may ~~sponsor,~~purchase ~~members~~public ofshares ~~our~~or ~~management~~public ~~team~~warrants or ~~other~~a ~~third~~combination ~~parties~~thereof toin ~~operate~~privately negotiated transactions or ~~may~~in bethe open ~~forced~~market either prior to ~~liquidate~~or following the completion of an initial business combination, although they are under no obligation or duty to do so. ~~Any~~Such a purchase may include a contractual acknowledgement that such ~~advances~~shareholder, although still the record holder of our ~~would~~shares, beis ~~repaid~~no ~~only~~longer ~~from~~the ~~funds~~beneficial ~~held~~owner ~~outside~~thereof and therefore agrees not to exercise its redemption rights. In the ~~trust~~event ~~account~~that our sponsor, directors, officers, advisors or any of their affiliates purchase shares in privately negotiated transactions from ~~funds~~public ~~released~~shareholders who have already elected to usexercise ~~upon~~their ~~completion~~redemption ofrights or submitted a proxy to vote against our initial business combination., such Ifselling weshareholders ~~are~~would ~~unable~~be required to ~~obtain~~revoke ~~additional~~their ~~financing,~~prior weelections to redeem their shares and any proxy to vote against our initial business combination. The price per share paid in any such transaction may be ~~unable~~different than the amount per share a public shareholder would receive if it elected to ~~complete~~redeem its shares in connection with our initial business combination. IfThe wepurpose ~~are~~of ~~unable~~such topurchases ~~complete~~could ~~our~~be to vote such shares in favor of the initial business combination ~~because~~and wethereby doincrease ~~not~~the ~~have~~likelihood ~~sufficient~~of ~~funds~~obtaining ~~available~~shareholder approval of the initial business combination or to ussatisfy a closing condition of such transaction, weif ~~will~~it appears that such closing condition would otherwise not be ~~forced~~met. The purpose of any such purchases of public warrants could be to ~~cease~~reduce ~~operations~~the ~~and~~number ~~liquidate~~of public warrants outstanding or to vote such warrants on any matters submitted to the ~~trust~~warrant ~~account~~holders for approval in connection with our initial business combination. This ~~Consequently,~~may result in the completion of our ~~public~~initial ~~shareholders~~business combination when it may ~~only~~not ~~receive~~otherwise ~~approximately~~have ~~$10~~been possible.20 ~~per~~In ~~share~~addition, onif such purchases are made, the public “float” of our ~~redemption~~Class A ordinary shares or public warrants and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or restore the ~~public~~quotation, listing or trading of our securities ~~shares~~on a national securities exchange.

2826

IfIn order ~~third~~to ~~parties~~effectuate ~~bring~~an ~~claims~~initial ~~against~~business uscombination, we have, in the ~~proceeds~~past, ~~held~~amended invarious provisions of our amended and restated memorandum ~~the~~and ~~trust~~articles ~~account~~of ~~could~~association beand ~~reduced~~modified governing instruments. We cannot assure you that we will not seek to further amend our amended and ~~the~~restated ~~per-share~~memorandum ~~redemption~~and ~~amount~~articles ~~received~~of byassociation ~~shareholders~~or ~~may~~governing beinstruments, ~~less~~in ~~than~~a ~~$10.20~~manner ~~per~~that ~~share~~makes it easier for us to complete our initial business combination that some of our shareholders may not support.

~~Our~~In order ~~placing~~to ofeffectuate ~~funds~~an initial business combination, we and other blank check companies have, in the ~~trust~~recent ~~account~~past, ~~may~~amended ~~not~~various ~~protect~~provisions of ~~those~~their ~~funds from~~charters ~~third-party~~and ~~claims~~modified ~~against~~governing usinstruments. ~~Although~~For example, we ~~seek~~held toan ~~have~~extraordinary ~~all~~general ~~vendors~~meeting on June 12, ~~service~~2023 ~~providers~~for ~~(other~~our shareholders ~~than~~to approve an amendment to our ~~independent~~amended ~~auditors),~~and ~~prospective target~~restated ~~businesses~~memorandum orand ~~other~~articles ~~entities~~of ~~with~~association ~~which~~to extend the deadline by which we doneed to consummate an initial business ~~execute~~combination, ~~agreements~~from ~~with~~June us20, ~~waive~~2023 ~~any~~to ~~right~~March 20, ~~title~~2024. At the same meeting, ~~interest~~we orrequested ~~claim~~that ofour ~~any~~shareholders ~~kind~~approve inan oramendment to ~~any~~provide ~~monies~~that the existing restriction that prevents the issuance of additional shares that would vote together with the Company’s publicly held inClass A ordinary shares on a proposal to approve the ~~trust~~Company’s ~~account~~initial ~~for~~business combination will not apply to the ~~benefit~~issuance of ~~our~~Class ~~public~~A ~~shareholders,~~ordinary ~~such~~shares ~~parties~~upon ~~may~~conversion ~~not~~of ~~execute~~the ~~such~~Company’s ~~agreements, or~~Class ~~even~~B ifordinary ~~they~~shares where ~~execute~~the ~~such~~holders ~~agreements~~of ~~they~~the ~~may~~converted ~~not~~shares bewaive ~~prevented~~their ~~from~~rights ~~bringing~~to ~~claims~~proceeds ~~against~~from the Company’s trust account. Both proposals were approved by our shareholders. Additionally, ~~including~~on December 21, ~~but~~2023, ~~not~~we ~~limited~~held a second extraordinary general meeting for our shareholders to, ~~fraudulent~~approve ~~inducement,~~an ~~breach~~amendment to our amended and restated memorandum and articles of ~~fiduciary~~association ~~responsibility~~to orextend ~~other~~the ~~similar~~deadline ~~claims~~by which we need to consummate an initial business combination, from March 20, 2024 to December 20, 2024. Our shareholders approved this extension as well. Moreover, asblank ~~claims~~check ~~challenging~~companies have amended the ~~enforceability~~ definition of ~~the~~business ~~waiver~~combination, inincreased ~~each~~redemption ~~case~~thresholds inand ~~order~~extended the time to ~~gain~~consummate ~~advantage~~an ~~with~~initial ~~respect~~business tocombination. Amending our amended and restated memorandum and articles of association requires at least a ~~claim~~special ~~against~~resolution of our ~~assets,~~shareholders ~~including~~as ~~the~~a ~~funds~~matter ~~held~~of inCayman ~~the~~Islands ~~trust account~~law. IfA resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (1) at least two-thirds (or any ~~third~~higher ~~party~~threshold ~~refuses~~specified toin a ~~execute~~company’s anarticles ~~agreement~~of ~~waiving~~association) ~~such~~of ~~claims~~a company’s shareholders at a general meeting for which notice specifying the intention to propose the ~~monies~~resolution ~~held~~as ina ~~the~~special ~~trust~~resolution ~~account~~has been given or (2) if so authorized by a company’s articles of association, by ~~our~~a ~~management~~unanimous written resolution of all of the company’s shareholders. Our amended and restated memorandum and articles of association ~~will~~provide ~~perform~~that anspecial ~~analysis~~resolutions must be approved either by at least two-thirds of our shareholders who attend and vote at a shareholders meeting (i.e., the ~~alternatives~~lowest ~~available~~threshold permissible under Cayman Islands law) (other than amendments relating to itthe ~~and~~appointment ~~will~~or ~~only~~removal of ~~enter~~directors ~~into~~prior anto ~~agreement~~our ~~with~~initial business combination, which require the approval of at least 90% of our ordinary shares voting in a general ~~third~~meeting), ~~party~~or by a unanimous written resolution of all of our shareholders. We cannot assure you that ~~has~~we will not ~~executed~~seek to amend aour ~~waiver~~amended ifand ~~management~~restated ~~believes~~memorandum ~~that~~and ~~such~~articles ~~third~~of ~~party’s~~association ~~engagement~~or ~~would~~governing beinstruments ~~significantly~~in ~~more~~order ~~beneficial~~to, among other things, extend the time to usconsummate ~~than~~our ~~any~~initial ~~alternative~~business combination.

~~Examples of possible instances where we may engage a third party that~~If ~~refuses to execute a waiver include~~ the ~~engagement~~net ofproceeds ~~a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those~~ of ~~other~~our ~~consultants~~initial ~~that~~public ~~would~~offering ~~agree~~not tobeing ~~execute~~held ~~a waiver or~~ in ~~cases~~the ~~where~~trust ~~management~~account isare ~~unable to~~insufficient ~~find a service provider willing~~ to ~~execute~~allow aus ~~waiver. In addition, there is no guarantee that such entities will agree~~ to ~~waive~~operate ~~any claims~~through ~~they may have in the future as a result of~~December 20, or2024 ~~arising out of, any negotiations, contracts~~ (or ~~agreements~~until ~~with us and will not seek recourse against~~ the ~~trust~~end ~~account~~of ~~for~~ any ~~reason.~~additional ~~Upon~~extension ~~redemption of our public shares~~period), ifand we are unable to ~~complete~~obtain ~~our~~additional ~~initial business combination within the prescribed timeframe~~capital, orwe ~~upon~~may ~~the~~be ~~exercise~~unable ofto ~~a redemption right in connection with~~ complete our initial business combination, we ~~will~~in bewhich ~~required~~case toour ~~provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by~~ public shareholders ~~could~~may beonly ~~less~~receive ~~than the~~ $10.20 per share ~~initially held in the trust account, due to claims of such creditors~~.

~~Our sponsor has agreed that it will be liable to us if and to the extent~~As ~~any~~of ~~claims~~December by31, ~~a vendor (other than our independent auditors) for services rendered or products sold to us~~2023, orwe adid ~~prospective~~not ~~target business with which we~~ have ~~discussed~~any ~~entering~~cash ~~into~~outside ~~a transaction agreement, reduce~~ the ~~amount of funds in the~~ trust account to ~~below~~fund ~~(i)~~our ~~$10.20 per~~working ~~public~~capital ~~share~~requirements. orThe ~~(ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust~~unavailability ~~account due~~ to ~~reductions~~us ~~in the value~~ of ~~the~~cash ~~trust~~outside ~~assets, in each case net~~ of the ~~interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the~~ trust account ~~and~~may ~~except~~prevent asus tofrom ~~any claims~~continuing under our indemnity of the underwriters as part 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 beoperate ~~unenforceable~~until ~~against~~December ~~a third party~~20, ~~our~~2024 ~~sponsor will~~(or ~~not~~until ~~be responsible to~~ the ~~extent~~end of any further ~~liability~~extension ~~for such third party claims~~period). We ~~have~~might not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities of our company. Accordingly, our sponsor may not have ~~sufficient~~any funds ~~available~~ to ~~satisfy~~continue ~~those~~searching ~~obligations. We have not asked our sponsor to reserve~~ for ~~such obligations~~, ~~and~~or ~~therefore,~~conduct nodue ~~funds~~diligence ~~are~~with ~~currently~~respect ~~set aside~~ to ~~cover any such obligations. As a result~~, if any ~~such claims were~~additional successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

2927

~~Our~~If we ~~directors~~need ~~may~~to ~~decide~~seek ~~not~~additional capital, we would be required to ~~enforce~~borrow additional funds from the ~~indemnification~~sponsor, ~~obligations~~ members of our ~~sponsor~~management team or other third parties to operate, ~~resulting~~or inelse awe ~~reduction~~may inbe ~~the~~forced ~~amount~~to ofliquidate. Any such advances would be repaid only from funds inheld outside the trust account or from funds released to us upon completion of our initial business combination. If we are unable to obtain additional financing, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available ~~for~~to ~~distribution~~us, we will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive approximately $10.20 per share on our redemption of the public shares.

InIf third ~~the~~parties ~~event~~bring ~~that~~claims ~~the~~against ~~proceeds~~us, in the ~~trust~~proceeds ~~account are reduced below the lesser of (i) $10.20 per public share or (ii) such lesser amount per share~~ held in the trust account ascould ~~of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may~~ be ~~withdrawn~~reduced ~~to pay taxes,~~ and ~~our~~the ~~sponsor~~per-share ~~asserts~~redemption ~~that~~amount ~~it is unable to satisfy its obligations or that it has no indemnification obligations related to a~~received ~~particular~~by claim, our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so 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~~less ~~below~~than $10.20 per share.

~~If,~~Our placing ~~before~~of ~~distributing~~funds in the ~~proceeds~~trust account may not protect those funds from third-party claims against us. Although we seek to have all vendors, service providers (other than our independent auditors), prospective target businesses or other entities with which we do business execute agreements with us waive any right, title, interest or claim of any kind in or to any monies held in the trust account tofor the benefit of our public shareholders, wesuch ~~file~~parties amay ~~bankruptcy~~not orexecute ~~winding-up~~such ~~petition~~agreements, or aneven ~~involuntary~~if ~~bankruptcy~~they orexecute ~~winding-up~~such ~~petition~~agreements isthey ~~filed~~may ~~against~~not be prevented usfrom ~~that~~bringing isclaims against the trust account, including, but not ~~dismissed~~limited to, ~~the~~fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of ~~creditors~~the waiver, in ~~such~~each ~~proceeding~~case ~~may~~in ~~have~~order ~~priority~~to ~~over~~gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims ofto the monies held in the trust account, our ~~shareholders~~management ~~and~~will perform an analysis of the ~~per-share~~alternatives available to ~~amount~~it and will only enter into an agreement with a third party that ~~would~~has ~~otherwise~~not beexecuted ~~received~~a bywaiver ~~our~~if ~~shareholders~~management inbelieves ~~connection~~that ~~with~~such ~~our~~third ~~liquidation~~party’s engagement ~~may~~would be ~~reduced~~significantly more beneficial to us than any alternative.

~~If,~~Examples of ~~before~~possible ~~distributing~~instances ~~the~~where ~~proceeds~~we inmay ~~the~~engage ~~trust~~a ~~account~~third party that refuses to ~~our~~execute ~~public shareholders,~~a wewaiver ~~file~~include the engagement of a ~~bankruptcy~~third orparty ~~winding-up~~consultant whose ~~petition~~particular expertise or anskills ~~involuntary~~are ~~bankruptcy~~believed orby ~~winding-up~~management ~~petition~~to isbe ~~filed~~significantly ~~against~~superior usto those of other consultants that would agree to execute a waiver or in cases where management is ~~not~~unable ~~dismissed~~to find a service provider willing to execute a waiver. In addition, there ~~the~~is ~~proceeds~~no ~~held~~guarantee that such entities will agree to waive any claims they may have in the ~~trust~~future ~~account~~as ~~could~~a beresult ~~subject~~of, toor ~~applicable~~arising ~~bankruptcy~~out of, any negotiations, contracts or ~~insolvency~~agreements ~~laws,~~with us and ~~may~~will benot ~~included~~seek recourse against the trust account for any reason. Upon redemption inof our ~~bankruptcy~~public ~~estate~~shares, ~~and~~if ~~subject~~we are unable to complete our initial business combination within the ~~claims~~prescribed timeframe, or upon the exercise of ~~third~~a ~~parties~~redemption right in connection with ~~priority~~our ~~over~~initial ~~the~~business combination, we will be required to provide for payment of claims of ~~our~~creditors that ~~shareholders.~~were Tonot ~~the~~waived ~~extent~~that ~~any bankruptcy~~may orbe ~~insolvency~~brought ~~claims~~against ~~deplete~~us within the ~~trust~~10 ~~account~~years following redemption. Accordingly, the per-share redemption amount received ~~that~~by ~~would~~public ~~otherwise~~shareholders could be ~~received~~less bythan ~~our~~the ~~shareholders~~$10.20 per share initially held in ~~connection~~ ~~with~~the ~~our~~trust ~~liquidation~~account, ~~may~~due beto ~~reduced~~claims of such creditors.

IfOur sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor (other than our independent auditors) for services rendered or products sold to us, ~~after~~or a prospective target business with which we ~~distribute~~have discussed entering into a transaction agreement, reduce the ~~proceeds~~amount of funds in the trust account to below (i) $10.20 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters as part of our initial public ~~shareholders~~offering against certain liabilities, weincluding ~~file~~liabilities aunder ~~bankruptcy~~the orSecurities ~~winding-up~~Act. ~~petition~~Moreover, orin the event that an ~~involuntary~~executed waiver ~~bankruptcy~~is ordeemed ~~winding~~to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-upparty ~~petition~~claims. isWe ~~filed~~have ~~against~~not independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations usand believe that isour ~~not~~sponsor’s ~~dismissed,~~only aassets ~~bankruptcy~~are orsecurities ~~insolvency~~of ~~court~~our company. Accordingly, our sponsor may ~~seek~~not have sufficient funds available to ~~recover~~satisfy those obligations. We have not asked our sponsor to reserve for such ~~proceeds~~obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the ~~members~~trust ofaccount, the funds available for our ~~board~~initial ofbusiness ~~directors may~~combination and redemptions could be ~~viewed~~reduced asto ~~having~~less ~~breached~~than ~~their~~$10.20 ~~fiduciary~~per ~~duties~~public share. In such event, we may not be able to complete our ~~creditors~~initial business combination, ~~thereby~~and ~~exposing~~you ~~the~~would ~~members~~receive such lesser amount per share in connection with any redemption of ~~our~~your ~~board~~public shares. None of our officers or directors ~~and~~will indemnify us for claims by third parties including, without tolimitation, claims ofby ~~punitive~~vendors ~~damages~~and prospective target businesses.

If, after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, 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 all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by paying public shareholders from the trust account prior to addressing the claims of creditors.28

30Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our public shareholders.

~~The~~In the ~~notes~~event that the proceeds in the trust account are reduced below the lesser of (i) $10.20 per public share or (ii) such lesser amount per share held in the trust account as of the date of the liquidation of the trust account due to reductions in the ~~financial~~value ~~statements~~of ~~included~~the trust assets, in ~~this~~each ~~Annual~~case net of the interest which may be withdrawn to pay taxes, and our sponsor asserts that it is unable to satisfy its ~~Report~~obligations ~~contain~~or anthat ~~explanatory~~it ~~paragraph~~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 ~~expresses~~our ~~substantial~~independent ~~doubt~~directors would ~~about~~take legal action on our ~~ability~~behalf against our sponsor to ~~continue~~enforce asits aindemnification ~~“going~~obligations ~~concern~~to us, it is possible that our independent directors in exercising their business judgment 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 $10.20 per share.

~~We cannot assure you that our plans to consummate an initial business~~If, ~~combination~~before ~~will~~distributing bethe ~~successful,~~proceeds ~~which is~~ in ~~part~~the ~~dependent~~trust onaccount ~~our ability~~ to ~~obtain~~our ~~sufficient~~public ~~financing~~shareholders, ~~for~~we ~~the~~file ~~company that continues after that business combination. The market for financings of companies emerging from~~ a ~~business~~bankruptcy ~~combination~~or ~~with~~winding-up apetition ~~SPAC~~or ~~has~~an ~~become very~~involuntary ~~tight~~bankruptcy inor ~~the last year~~winding-~~plus.~~up Inpetition ~~the~~is ~~absence~~filed ofagainst ~~such~~us athat ~~business~~is ~~combination~~not ~~transaction~~dismissed, ~~our~~the ~~company~~claims ~~will cease to exist after June 20, 2023 (which reflects an Extension Period due to our announcement~~ of ~~entry~~creditors ~~into~~in ~~the~~such ~~WHC~~proceeding ~~Business~~may ~~Combination~~have ~~Agreement), which would occur~~priority ~~less~~over ~~than 12 months following~~ the ~~date~~claims of ~~this~~our ~~Annual~~shareholders ~~Report.~~and ~~The~~the ~~short~~per-~~term~~share ~~expiration~~amount ~~date~~that ~~for~~would ~~our~~otherwise ~~company,~~be asreceived ~~well~~by as our ~~need~~shareholders ~~to obtain additional funds~~ in ~~order~~connection ~~to satisfy our liquidity needs, raises substantial doubt about our ability to continue as a going concern. The~~with ~~financial statements contained in Item 15 of this Annual Report do not include any adjustments that might result from~~ our ~~inability~~liquidation ~~to consummate~~may abe ~~business combination or our inability to continue as a going concern~~reduced.

If, before wedistributing ~~are~~the ~~deemed~~proceeds in the trust account to beour public shareholders, we file a bankruptcy or winding-up petition or an ~~investment~~involuntary bankruptcy ~~company~~or ~~under~~winding-up petition is filed against us that is not dismissed, the ~~Investment~~proceeds held in the trust account could be subject ~~Company~~to ~~Act~~applicable bankruptcy or insolvency laws, weand may be ~~required~~included in our bankruptcy estate and subject to ~~institute~~the ~~burdensome~~claims ~~compliance~~of ~~requirements~~third ~~and~~parties with priority over the claims of our ~~activities~~shareholders. ~~may~~To bethe ~~restricted,~~extent ~~which~~any ~~may~~bankruptcy ~~make~~or itinsolvency claims deplete the trust account, the per-share ~~difficult~~amount ~~for~~that uswould tootherwise ~~complete~~be received by our ~~initial~~shareholders ~~business~~in ~~combination~~connection with our liquidation may be reduced.

If, after we ~~are~~distribute ~~deemed~~the proceeds in the trust account to beour anpublic ~~investment~~shareholders, ~~company~~we ~~under~~file ~~the~~a ~~Investment~~bankruptcy ~~Company~~or winding-up petition or an involuntary ~~Act~~bankruptcy ofor ~~1940,~~winding-up aspetition ~~amended~~is filed against us that is not dismissed, (a bankruptcy or ~~the~~insolvency ~~Investment~~court ~~Company~~may ~~Act)~~seek to recover such proceeds, and the members of our ~~activities~~board of directors may be ~~restricted~~viewed as having breached their fiduciary duties to our creditors, ~~including:~~thereby exposing the members of our board of directors and us to claims of punitive damages.

●If, after ~~restrictions~~we ondistribute the ~~nature~~proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, 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 all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our ~~investments;~~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 account prior to addressing the claims of creditors.

~~● restrictions on the issuance of securities;~~29

~~each~~The notes ofto ~~which~~the ~~may~~financial ~~make~~statements itincluded ~~difficult~~in ~~for~~this usAnnual toReport ~~complete~~contain ~~our~~an ~~initial~~explanatory paragraph that expresses substantial doubt about ~~business~~our ~~combination~~ability to continue as a “going concern.”

We cannot assure you that our plans to consummate an initial business combination will be successful, which is in part dependent on our ability to obtain sufficient financing for the company that continues after that business combination. The market for financings of companies emerging from a business combination with a SPAC has become very tight in the last year-plus. In ~~addition~~the absence of such a business combination transaction, weour ~~may~~company ~~have~~will ~~imposed~~cease ~~upon~~to usexist ~~burdensome~~after ~~requirements~~December 20, ~~including:~~2024 (which reflects the extension periods), which would occur less than 12 months following the date of this Annual Report. The short-term expiration date for our company, as well as our need to obtain additional funds in order to satisfy our liquidity needs, raises substantial doubt about our ability to continue as a going concern. The financial statements contained in Item 15 of 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.

●If we are deemed ~~registration~~to asbe an investment company; for purposes of the Investment Company Act, we would be required to institute burdensome compliance requirements and our activities would be severely restricted, which may cause us to abandon our efforts to complete an initial business combination and instead liquidate our company.

●On January 24, ~~adoption~~2024, the SEC adopted final rules governing special purpose acquisition companies (the “SPAC Final Rules”), which will become effective on July 1, 2024. Among other items, the SPAC Final Rules provide interpretive guidance describing the extent to which special purpose acquisition companies (“SPACs”) could become subject to regulation under the Investment Company Act of 1940, as amended (“Investment Company Act”) (the “Guidance”). In particular, the Guidance provided that like any other issuer, a SPAC may meet the definition of investment company under Section 3(a)(1)(A) or 3(a)(1)(C) of the Investment Company Act or both, depending on the facts and circumstances. Under Section 3(a)(1)(C), if a SPAC owns or proposes to acquire 40% or more of its total assets in investment securities, it would likely need to register under the Investment Company Act unless an exclusion from the definition applies. However, in the context of Section 3(A)(1)(A), the Guidance clarified that whether a SPAC is subject to the Investment Company Act is a question dependent on the particular facts and circumstances of the SPAC and this evaluation should be conducted at its inception and throughout its existence. In particular, the Guidance clarified that the specific ~~form~~duration period of ~~corporate~~a SPAC ~~structure;~~is not the sole determinant, but among one of the long-standing factors, i.e., the Tonopah factors, to consider when analyzing a SPAC’s investment company status. Under such factors, the following generally must be reviewed: (1) the nature of SPAC assets and income, (2) the activities of a SPAC’s officers, directors and employees, (3) the duration of the SPAC, including with respect to the timing of a business combination, (4) the manner in which a SPAC holds itself out to investors, and (5) its historical development.

●Despite the ~~reporting~~SPAC Final Rules and the Guidance therein, ~~record~~there ~~keeping~~remains uncertainty concerning the applicability of the Investment Company Act to SPACs, ~~voting~~generally, ~~proxy~~ and ~~disclosure~~to ~~requirements~~our ~~and~~company, ~~other~~specifically. ~~rules~~This ~~and~~uncertain ~~regulations~~may subject us to a claim that we ~~are~~have ~~currently~~been ~~not~~operating ~~subject~~as an unregistered investment company. This risk may be increased if we continue to hold the funds in the trust account in short-term U.S. government treasury obligations or in money market funds invested exclusively in such securities, rather than instructing the trustee to liquidate the securities in the trust account and to hold the funds in the trust account in cash or in an interest-bearing demand deposit account at a bank. Likewise, the risk may be increased the longer that our initial business combination timeline extends beyond, inclusive of the completion time for a de-SPAC transaction, the date of our initial public offering.

WeBased on the factors described in the Guidance provided under the SPAC Final Rules, we do not believe that our ~~anticipated~~ principal activities ~~subjects~~currently subject us to regulation as an investment company under the Investment Company Act. ~~The~~However, ~~proceeds~~if ~~held~~we inare ~~the~~deemed ~~trust~~to ~~account~~be ~~may~~an beinvestment ~~invested~~company and bysubject ~~the~~to ~~trustee~~compliance ~~only~~with, inand ~~United~~regulation ~~States~~under, ~~government treasury~~the ~~bills~~Investment ~~with~~Company aAct, ~~maturity~~we ofwould ~~185~~be ~~days~~subject orto ~~less~~additional orregulatory inburdens and ~~money~~expenses ~~market~~for which we have not allotted funds. ~~investing~~For ~~solely~~example, inour ~~United~~activities ~~States~~would ~~Treasuries~~be ~~and~~severely ~~meeting~~restricted: ~~certain~~including: (1) restrictions ~~conditions~~on ~~under~~the ~~Rule~~nature ~~2a-7~~of ~~under~~our ~~the~~investments; ~~Investment~~and ~~Company~~(2) ~~Act.~~restrictions ~~Because~~on the ~~investment~~issuance of ~~the~~securities; ~~proceeds~~each isof ~~restricted~~which may make it difficult for us to ~~these~~complete an ~~instruments~~initial business combination. In addition, we ~~believe~~would webe ~~meet~~subject ~~the~~to ~~requirements~~burdensome ~~for~~compliance ~~the~~requirements, ~~exemption~~such ~~provided~~as: in(a) ~~Rule~~registration ~~3a-1~~as an ~~promulgated~~investment ~~under~~company with the ~~Investment~~SEC; ~~Company~~(b) adoption ~~Act.~~of Ifa wespecific ~~were~~form ~~deemed to~~of becorporate ~~subject~~structure; toand ~~the~~(c) ~~Investment~~reporting, ~~Company~~recordkeeping, ~~Act~~voting, proxy ~~compliance~~and ~~with~~disclosure ~~these~~requirements ~~additional~~and ~~regulatory~~other ~~burdens~~rules ~~would~~and ~~require~~regulations ~~additional~~to ~~expenses for~~ which we ~~have~~are not ~~allotted~~currently ~~funds~~subject. ~~and~~As a result, we may ~~hinder~~be forced to abandon our ~~ability~~efforts to complete aan initial business combination and to instead liquidate. If we ~~are~~liquidate, ~~unable~~our toshareholders ~~complete~~would not ~~our~~be ~~initial business~~able ~~combination,~~to ~~our~~realize ~~public~~the ~~shareholders~~benefits ~~may~~of ~~receive~~owning ~~only~~stock ~~approximately~~in ~~$10.20~~a ~~per~~successor ~~share~~operating business, orincluding ~~less~~the inpotential ~~certain~~appreciation ~~circumstances,~~in on the ~~liquidation~~ value of ~~our~~its ~~trust~~stock ~~account~~and warrants following such a transaction, and our warrants ~~will~~would expire worthless.

3130

~~Our~~If our ~~shareholders~~facts ~~may~~and becircumstances ~~held~~change ~~liable~~over ~~for~~time, ~~claims~~we bywill ~~third~~update ~~parties against~~our usdisclosure to reflect how those changes impact the ~~extent~~risk ofthat ~~distributions~~we ~~received~~may be byconsidered ~~them~~to ~~upon~~be ~~redemption~~operating ofas ~~their~~an ~~shares~~unregistered investment company.

If we ~~are~~instruct ~~forced~~the trustee to ~~enter~~liquidate ~~into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following~~ the ~~date~~securities onheld ~~which~~in the ~~distribution was~~trust ~~made,~~account weand ~~were~~instead ~~unable~~ to ~~pay~~hold ~~our~~the ~~debts~~funds ~~as they fall due~~ in the ~~ordinary~~trust ~~course~~account ofin ~~business.~~cash in Asorder ato ~~result, a liquidator could~~ seek to ~~recover~~ ~~some~~mitigate orthe ~~all~~risk ~~amounts~~that ~~received~~we bycould ~~our shareholders. Furthermore, our directors may~~ be ~~viewed~~deemed ~~as having breached their fiduciary duties~~ to usbe oran ~~our~~investment ~~creditors~~company ~~and/or~~for ~~may~~purposes ~~have~~of ~~acted~~the inInvestment ~~bad~~Company ~~faith~~Act, we ~~and~~would ~~thereby~~likely ~~exposing~~receive ~~themselves~~minimal ~~and~~interest, ~~our~~if ~~company to claims~~any, byon ~~paying public~~the ~~shareholders~~funds ~~from~~held in the trust account, ~~prior~~which towould ~~addressing~~reduce the ~~claims~~dollar ofamount ~~creditors. We cannot assure you~~ that ~~claims will not be brought~~our ~~against~~public usshareholders ~~for~~would ~~these~~receive ~~reasons.~~upon Weany ~~and~~redemption ~~our directors and officers who knowingly and willfully authorized~~ or ~~permitted~~liquidation ~~any distribution to be paid out~~ of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of up to $18,292 and to imprisonment for five years in the Cayman Islandscompany.

WeThe funds ~~may~~in ~~not~~the ~~hold~~trust anaccount ~~annual~~have, ~~general~~since the IPO, been held only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting ~~until~~certain ~~after~~conditions ~~the~~under ~~completion~~Rule 2a-7 under the Investment Company Act. However, to mitigate the risk of our ~~initial~~being ~~business~~deemed ~~combination.~~to ~~Our~~be ~~public~~an ~~shareholders~~unregistered doinvestment ~~not~~company ~~have~~(including under the ~~right~~subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to ~~appoint~~regulation ~~directors~~under ~~prior~~the Investment Company Act, we may, at any time, instruct the trustee with respect to the trust account to liquidate the U.S. government treasury obligations or money market funds held in the trust account and thereafter to hold all funds in the trust account in cash or in an interest-bearing demand deposit account at a bank until the earlier of consummation of ~~our~~ an initial business combination ~~and~~or doliquidation ~~not~~of ~~have~~our company. Following such liquidation of the ~~right~~securities held in the trust account, we would likely receive minimal interest, if any, on the funds held in the trust account. However, interest previously earned on the funds held in the trust account still may be released to ~~call~~us to pay our taxes, if any. As a ~~general~~result, ~~meeting~~any decision to liquidate the securities held in the trust account and thereafter to hold all funds in the trust account in cash would reduce the dollar amount the public shareholders would receive upon any redemption or liquidation of our company.

InThe longer ~~accordance~~that ~~with~~the ~~NYSE~~funds ~~corporate~~in ~~governance~~the ~~requirements,~~trust weaccount are ~~not required~~held toin ~~hold~~short-term U.S. government antreasury ~~annual~~obligations ~~general~~or ~~meeting~~in ~~until~~money ~~one~~market ~~year~~funds invested ~~after~~exclusively ~~our~~in ~~first~~such ~~fiscal~~securities, ~~year~~the ~~end~~greater ~~following our listing on NYSE. There is no requirement under~~ the ~~Companies~~risk ~~Act~~that ~~for~~we usmay tobe ~~hold~~considered ~~annual~~an orunregistered ~~extraordinary~~investment ~~general~~company, ~~meetings~~in towhich case ~~appoint directors. Until~~ we ~~hold an annual general meeting, public shareholders~~ may ~~not~~ be ~~afforded~~required ~~the opportunity~~ to ~~discuss~~liquidate our company. ~~affairs~~Accordingly, ~~with~~we ~~management.~~may Asdetermine, ~~holders~~in of our ~~Class A ordinary shares~~discretion, ~~our public shareholders also do not have the right~~ to ~~vote~~liquidate on the ~~appointment~~securities ~~of directors prior to completion of our~~held ~~initial~~in ~~business~~the ~~combination.~~trust Inaccount ~~addition,~~at ~~during~~any ~~that~~ time ~~period~~, ~~holders~~and ofinstead ahold ~~majority~~all offunds ~~our~~in ~~founders~~the ~~shares~~trust ~~may~~account ~~remove~~in acash ~~member~~or ~~of the~~in ~~board~~an ofinterest-bearing ~~directors~~demand ~~for~~deposit ~~any~~account at ~~reason.~~a ~~Under~~bank, ~~our~~which ~~amended~~would ~~and~~further ~~restated~~reduce ~~articles~~the ofdollar ~~association,~~amount our public shareholders ~~furthermore~~would doreceive ~~not~~upon ~~have the~~any ~~right~~redemption toor ~~call~~liquidation aof ~~general meeting~~our company.

WeOur shareholders may ~~only~~ be ~~able~~held toliable ~~complete~~for ~~one~~claims ~~business~~by ~~combination~~third ~~with the~~parties ~~proceeds~~against ~~from~~us ~~our~~to ~~initial public offering and~~ the ~~sale~~extent of ~~the~~distributions ~~private~~received ~~units,~~by ~~which~~them ~~will~~upon ~~cause us to be solely dependent on a single~~redemption ~~business which may have a limited number~~ of ~~products~~their ~~or services~~shares. ~~This lack of diversification may negatively impact our operations and profitability.~~

OfIf we ~~the~~are ~~net~~forced ~~proceeds~~to ~~from~~enter ~~our~~into ~~initial~~an ~~public~~insolvent ~~offering~~liquidation, ~~and~~any ~~the~~distributions ~~sale~~received ofby shareholders could be viewed as an unlawful payment ~~the~~if ~~private~~it ~~units,~~was ~~approximately~~proved ~~$208,689,550~~that ~~(assuming~~immediately nofollowing ~~redemption~~the ofdate ~~Class~~on Awhich ~~ordinary~~the ~~shares)~~distribution was ~~available~~made, we were unable to uspay our debts as they fall due in the ordinary course of ~~March~~business. 21As a result, ~~2023~~ a liquidator could seek to ~~complete~~recover some or all amounts received by our ~~business~~shareholders. Furthermore, ~~combination~~our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or ~~pay~~may ~~related~~have ~~fees~~acted in bad faith, and ~~expenses~~thereby ~~(which~~exposing ~~fees~~themselves ~~include~~and $9our company to claims,~~000,000~~ ~~for~~by paying public shareholders from the ~~payment~~trust account prior to addressing the claims of acreditors. ~~deferred~~We cannot assure you that claims will not be brought against us for these reasons. We and our directors and ~~underwriting~~officers ~~fee~~who knowingly and willfully authorized or permitted any distribution to ~~Stifel~~be ~~subject~~paid out of our share premium account while we were unable to pay our ~~consummation~~debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a ~~business~~fine of ~~combination~~up ~~transaction)~~to $18,292 and to imprisonment for five years in the Cayman Islands.

3231

We may not behold ~~able~~an toadditional ~~effectuate~~annual ~~our~~general ~~initial~~meeting ~~business~~until ~~combination~~after ~~with more than one target business because of various factors, including~~ the ~~existence~~completion of ~~complex~~our ~~accounting~~initial ~~issues~~business ~~and~~combination. ~~the~~Our ~~requirement~~public ~~that~~shareholders wedo ~~prepare~~not ~~and~~have ~~file pro forma financial statements with~~ the ~~SEC~~right ~~that~~to ~~present~~appoint ~~operating~~directors ~~results~~prior ~~and~~to the ~~financial~~consummation ~~condition~~ of ~~several target businesses as if they had been operated on a combined basis. By completing~~ our ~~initial~~ business combination ~~with only a single entity our lack of diversification may subject us to numerous economic, competitive~~ and ~~regulatory~~do ~~risks. Further, we would~~ not behave ~~able to diversify our operations or benefit from~~ the ~~possible~~right ~~spreading of risks or offsetting of losses, unlike other entities which may have the resources~~ to ~~complete~~call ~~several business combinations in different industries or different areas of~~ a ~~single industry. Accordingly,~~ ~~the~~general ~~prospects for our success may be:~~meeting.

●As holders ~~solely~~of ~~dependent~~our ~~upon~~Class A ordinary shares, our public shareholders do not have the ~~performance~~right to vote on the appointment of adirectors ~~single~~prior ~~business~~to completion ~~(such~~of asour ~~WHC’s~~initial business) combination. In addition, ~~property~~during orthat ~~asset;~~time orperiod, holders of a majority of our founders shares may remove a member of the board of directors for any reason. Under our amended and restated articles of association, our shareholders furthermore do not have the right to call a general meeting.

●We may ~~dependent~~only ~~upon~~be able to complete one business combination with the ~~development~~proceeds orfrom ~~market~~our ~~acceptance~~initial public offering and the sale of the private units, which will cause us to be solely dependent on a single orbusiness which may have a limited number of products, ~~processes~~ or services. ~~(such~~This lack asof ~~those~~diversification ofmay ~~WHC)~~negatively impact our operations and profitability.

~~This~~Of the ~~lack~~net ofproceeds ~~diversification~~from ~~may~~our ~~subject~~initial uspublic tooffering ~~numerous~~and ~~economic,~~the ~~competitive and~~sale ~~regulatory~~of ~~risks~~the private units, ~~any~~approximately or$20,689,000 ~~all~~(assuming no further redemption of ~~which~~Class ~~may~~A ~~have~~ordinary ashares) ~~substantial~~was ~~adverse~~available ~~impact~~to ~~upon~~us in the ~~industry~~trust inaccount ~~which~~as ~~the~~of ~~combined~~March ~~company~~31, ~~plans~~2024 to complete our business combination and pay related fees and expenses (which fees may include up to ~~operate~~$9,000,000 ~~subsequent~~for the payment of a deferred underwriting fee to Stifel subject to our ~~initial~~consummation of a business combination transaction, although we intend to negotiate to have that fee reduced or waived).

We may ~~attempt~~not be able to ~~complete~~effectuate our initial business combination with more than one target business because of various factors, including athe ~~private~~existence ~~company~~of ~~(such~~complex asaccounting ~~WHC)~~issues ~~about~~and ~~which~~the ~~little~~requirement ~~information~~that iswe ~~available,~~prepare ~~which~~and ~~may~~file ~~result~~pro informa financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a ~~company~~single entity our lack of diversification may subject us to numerous economic, ~~that~~competitive isand regulatory risks. Further, we would not asbe ~~profitable~~able asto wediversify ~~suspected~~our operations or benefit from the possible spreading of risks or offsetting of losses, ifunlike atother ~~all~~entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

In● ~~pursuing~~solely ~~our~~dependent ~~acquisition~~upon strategy, we may seek to effectuate our initial business combination with a privately held company (such as WHC). 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~~performance of ~~limited~~ ~~information, which may result in~~ a ~~business~~single ~~combination with a company that is not as profitable as we suspected~~business, ifproperty ator ~~all.~~asset; or

We● dodependent ~~not~~upon ~~have~~the adevelopment ~~specified~~or ~~maximum~~market ~~redemption~~acceptance ~~threshold. The absence~~ of ~~such~~ a ~~redemption~~single ~~threshold~~or ~~may~~limited ~~make~~number ~~it possible for us to complete a business combination with which a substantial majority~~ of ~~our~~products, ~~shareholders~~processes door ~~not agree~~services.

~~Our~~This lack ~~amended and restated memorandum and articles~~ of ~~association~~diversification ~~do not~~may ~~provide~~subject aus ~~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 benumerous ~~less than $5~~economic,~~000,001~~ ~~either~~competitive ~~immediately~~and ~~prior~~regulatory ~~to or upon completion of our initial business combination (such that we do not then become subject to the SEC’s “penny stock” rules)~~risks, or any ~~greater net tangible asset~~ or ~~cash requirement~~all ~~that~~of ~~may~~which ~~be contained in the agreement relating to our initial business combination. As a result, we~~ may behave ~~able to complete our initial business combination even though~~ a substantial adverse ~~majority~~impact ofupon ~~our public shareholders do not agree with~~ the ~~transaction~~industry ~~and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not conduct redemptions~~ in ~~connection with~~which ~~our initial business combination pursuant to~~ the ~~tender~~combined ~~offer~~company ~~rules,~~following ~~have entered into privately negotiated agreements to sell their shares to~~ our ~~sponsor,~~initial officers, directors, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination ~~exceed~~plans ~~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 combinationoperate.

33We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

~~The~~In pursuing ~~provisions of~~ our ~~amended~~acquisition ~~and~~strategy, ~~restated~~we ~~memorandum~~may ~~and~~seek ~~articles of association that relate~~ to effectuate our ~~pre-~~initial business combination ~~activity~~with ~~(and~~a ~~corresponding~~privately ~~provisions~~held ofcompany. ~~the~~Very ~~agreement~~little public ~~governing~~information ~~the~~generally ~~release of~~exists ~~funds~~about ~~from~~private ~~our~~companies, ~~trust~~and ~~account)~~we ~~may~~could be ~~amended~~required ~~with~~to ~~the~~make ~~approval of holders of at least 65% of~~ our ~~ordinary~~decision ~~shares~~on ~~who~~whether ~~attend~~to ~~and~~pursue ~~vote at~~ a ~~general~~potential initial ~~meeting,~~business ~~which~~combination ison athe ~~lower~~basis ~~amendment threshold than that~~ of ~~some~~limited ~~other~~information, ~~blank~~which ~~check companies. It~~ may beresult ~~easier~~in ~~for~~a ~~us,~~business ~~therefore, to~~combination ~~amend~~with ~~our~~a ~~amended~~company ~~and~~that ~~restated~~is ~~memorandum and articles of association and the trust agreement to facilitate the completion of an initial~~not ~~business~~as ~~combination~~profitable ~~that~~as ~~some~~we ofsuspected, ~~our~~if ~~shareholders~~at ~~may not support~~all.

Some other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination activity, without approval by holders of a certain percentage of the company’s shares. In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares. Our amended and restated memorandum and articles of association provide that any of their provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of units into the trust account and not release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares (other than amendments relating to the appointment or removal of directors prior to our initial business combination, which require the approval of at least 90% of our ordinary shares voting in a general meeting). Our initial shareholders, who collectively beneficially own 20% of our ordinary shares following the closing date of our initial public offering, may participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not agree. However, our amended and restated memorandum and articles of association prohibit any amendment of their provisions (A) that would affect our public shareholders’ ability to redeem or sell their shares to us in connection with a business combination as described herein or to modify the substance or timing of the redemption rights provided to shareholders as described in this Annual Report if we do not complete our initial business combination within 15 months from the closing date of our initial public offering or during any Extension Period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless, in either case, we provide public shareholders the opportunity to redeem their public shares. Furthermore, our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose such an amendment unless we provide our public shareholders with the opportunity to redeem their public shares. In certain circumstances, our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.32

We do ~~may~~not ~~amend~~have ~~the~~a ~~terms~~specified ofmaximum ~~the~~redemption ~~warrants~~threshold. inThe aabsence ~~manner~~of ~~that~~such ~~may~~a ~~be adverse~~redemption tothreshold ~~holders~~may ofmake ~~public~~it ~~warrants~~possible ~~with~~for ~~the~~us ~~approval~~to bycomplete a ~~the~~business ~~holders~~combination ofwith atwhich ~~least~~ a substantial majority of ~~the~~our ~~then~~shareholders ~~outstanding~~do ~~public~~not ~~warrants~~agree.

Our amended ~~warrants~~and ~~have~~restated ~~been~~memorandum ~~issued~~and inarticles ~~registered~~of ~~form~~association ~~under~~do not provide a ~~warrant~~specified ~~agreement between~~maximum ~~Continental~~redemption ~~Stock~~threshold, ~~Transfer~~except &that ~~Trust~~in ~~Company,~~no event aswill ~~warrant~~we ~~agent,~~redeem ~~and~~our ~~us.~~public ~~The~~shares ~~warrant~~in ~~agreement~~an ~~provides~~amount that ~~the~~would ~~terms~~cause ofour ~~the warrants~~net ~~may~~tangible beassets ~~amended~~to ~~without~~be ~~the~~less ~~consent~~than of$5,000,001 ~~any~~either ~~holder~~immediately prior to ~~cure~~or ~~any~~upon ~~ambiguity~~completion orof ~~correct~~our ~~any~~initial ~~defective~~business ~~provision,~~combination ~~but~~(such ~~requires~~that ~~the~~we ~~approval by~~do ~~the~~not ~~holders~~then ofbecome atsubject ~~least~~to athe ~~majority~~SEC’s of“penny stock” ~~the~~rules), ~~then~~or ~~outstanding~~any ~~public~~greater ~~warrants~~net totangible ~~make~~asset ~~any~~or ~~change~~cash requirement that ~~adversely~~may ~~affects~~be ~~the~~contained ~~interests of~~in the ~~registered~~agreement ~~holders~~relating ofto ~~public~~our ~~warrants~~initial business combination. ~~Accordingly,~~We we may ~~amend~~seek ~~the~~to ~~terms~~eliminate ofthat ~~the~~net ~~public~~tangible ~~warrants~~assets requirement in connection with a ~~manner~~shareholder ~~adverse~~vote toon aour ~~holder~~initial ifbusiness ~~holders~~combination. ofAs ata ~~least~~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 ~~then~~transaction ~~outstanding~~and ~~public~~have ~~warrants~~redeemed ~~approve~~their ofshares ~~such~~or, ~~amendment.~~if ~~Although~~we ~~our~~seek ~~ability~~shareholder toapproval ~~amend~~of ~~the~~our initial ~~terms~~business ofcombination ~~the~~and ~~public~~do ~~warrants~~not conduct redemptions in connection with our initial business combination pursuant to the ~~consent~~tender ofoffer rules, athave ~~least~~entered ainto ~~majority~~privately ofnegotiated ~~the~~agreements ~~then~~to ~~outstanding~~sell ~~public~~their ~~warrants~~shares isto ~~unlimited~~our sponsor, ~~examples~~officers, directors, advisors or any of ~~such~~their ~~amendments~~affiliates. ~~could~~In the event the aggregate cash consideration we would be ~~amendments~~required to, ~~among~~pay ~~other~~for ~~things,~~all ~~increase~~Class ~~the~~A ~~exercise~~ordinary ~~price~~shares ofthat are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the ~~warrants,~~terms ~~shorten~~of the ~~exercise~~proposed ~~period~~business orcombination ~~decrease~~exceed the ~~number~~aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary shares ~~purchasable~~submitted ~~upon~~for ~~exercise~~redemption ofwill abe ~~warrant~~returned to the holders thereof, and we instead may search for an alternate business combination.

34The provisions of our amended and restated memorandum and articles of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our trust account) may be amended with the approval of holders of at least 65% of our ordinary shares who attend and vote at a general meeting, which is a lower amendment threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles of association and the trust agreement to facilitate the completion of an initial business combination that some of our shareholders may not support.

~~Certain~~Some other ~~agreements~~blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination activity, without approval by holders of a certain percentage of the company’s shares. In those companies, amendment of these provisions typically requires approval by holders holding between 90% and 100% of the company’s public shares. Our amended and restated memorandum and articles of association provide that any of their provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the private placement of units into the trust account and not release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended ~~without~~if ~~shareholder~~approved by holders of 65% of our ordinary shares (other than amendments relating to the appointment or removal of directors prior to our initial business combination, which require the approval of at least 90% of our ordinary shares voting in a general meeting). Our initial shareholders, who collectively beneficially own 20% of our ordinary shares following the closing date of our initial public offering, may participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not agree. However, our amended and restated memorandum and articles of association prohibit any amendment of their provisions (A) that would affect our public shareholders’ ability to redeem or sell their shares to us in connection with a business combination as described herein or to modify the substance or timing of the redemption rights provided to shareholders as described in this Annual Report if we do not complete our initial business combination within 36 months from the closing date of our initial public offering or during any additional extension period or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity, unless, in either case, we provide public shareholders the opportunity to redeem their public shares. Furthermore, our sponsor, officers and directors have agreed, pursuant to a written agreement with us, that they will not propose such an amendment unless we provide our public shareholders with the opportunity to redeem their public shares. In certain circumstances, our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.

Certain agreements, including the underwriting agreement relating to our initial public offering, the investment management trust agreement between us and Continental Stock Transfer & Trust Company, the letter agreement among us and our sponsor, officers and directors, the registration rights agreement among us and our sponsor and the administrative and support services agreement between us and our sponsor, may be amended without shareholder approval. These agreements contain various provisions that our public shareholders might deem to be material. For example, the underwriting agreement related to our initial public offering contains a covenant that the target company that we acquire must have a fair market value equal to at least 80% of the balance in the trust account at the time of signing the definitive agreement for the transaction with such target business (excluding (i) the fee to be paid to Stifel as a deferred underwriting fee at the time of the business combination and (ii) taxes payable on the income earned on the trust account) so long as we obtain and maintain a listing for our securities on the NYSE. While we do not expect our board to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation of our initial business combination. Any such amendment may have an adverse effect on the value of an investment in our securities.33

~~Risks~~We may ~~Relating~~amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the ~~Post-Business~~approval ~~Combination~~by ~~Company~~the holders of at least a majority of the then outstanding public warrants.

~~Subsequent~~Our warrants tohave ~~consummation~~been ofissued ~~the~~in ~~WHC~~registered ~~Business~~form ~~Combination~~under ~~(or alternative~~a ~~business~~warrant ~~combination)~~agreement between Continental Stock Transfer & Trust Company, weas warrant agent, and us. The warrant agreement provides that the terms of the warrants may be ~~required~~amended without the consent of any holder to ~~take~~cure any ~~write-downs~~ambiguity or ~~write-offs~~correct any defective provision, ~~restructuring~~but ~~and~~requires ~~impairment~~the orapproval ~~other~~by ~~charges~~the holders of at least a majority of the then outstanding public warrants to make any change that ~~could~~adversely ~~have~~affects athe ~~significant~~interests ~~negative~~of ~~effect~~the onregistered ~~our~~holders ~~financial~~of ~~condition~~public warrants. Accordingly, ~~results~~we may amend the terms of ~~operations~~the ~~and~~public warrants in a manner adverse to a holder if holders of at least a majority of the ~~share~~then ~~price~~outstanding public warrants approve of such amendment. Although our ~~securities,~~ability to amend the terms of the public warrants with the consent of at least ~~which~~a majority of the then outstanding public warrants is unlimited, examples of such amendments could ~~cause~~be ~~you~~amendments to, ~~lose~~among ~~some~~other things, increase the exercise price of the warrants, shorten the exercise period or ~~all~~decrease the number of ~~your~~Class ~~investment~~A ordinary shares purchasable upon exercise of a warrant.

~~We cannot assure you that the due diligence conducted in relation to~~Certain ~~WHC~~agreements ~~has~~related identified all material issues or risks associated with WHC, its business or the industry in which it competes. As a result of these factors, we may incur additional costs and expenses and we may be forced to ~~later write-down or write-off assets, restructure~~ our ~~operations,~~ orinitial ~~incur~~public ~~impairment~~offering ~~or other charges that could result in our reporting losses. Even if our due diligence has identified certain risks, unexpected risks~~ may ~~arise~~be ~~and~~amended ~~previously~~without ~~known~~shareholder ~~risks may materialize in a manner not consistent with our preliminary risk analysis~~approval. If any of these risks materialize, this could have a material adverse effect on our financial condition and results of operations and could contribute to negative market perceptions about our securities or New WHC. Accordingly, any shareholders of Spree who choose to remain New WHC stockholders following the WHC Business Combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the registration statement or proxy statement/prospectus relating to the WHC Business Combination contained an actionable material misstatement or material omission.

35Certain agreements, including the underwriting agreement relating to our initial public offering, the investment management trust agreement between us and Continental Stock Transfer & Trust Company, the letter agreement among us and our sponsor, officers and directors, the registration rights agreement among us and our sponsor and the administrative and support services agreement between us and our sponsor, may be amended without shareholder approval. These agreements contain various provisions that our public shareholders might deem to be material. While we do not expect our board to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation of our initial business combination. Any such amendment may have an adverse effect on the value of an investment in our securities.

~~Changes~~Risks Relating into ~~U.S. tax legislation may adversely affect~~ the ~~combined company’s~~Post-Business ~~financial~~Combination ~~condition, operating results, and cash flows.~~Company

~~WHC is a U.S.-based company subject~~ Subsequent to ~~tax in multiple U.S. tax jurisdictions. U.S. tax legislation enacted in 2017 (modified in 2020) and 2022, has significantly changed~~ the ~~U.S.~~consummation ~~federal income taxation~~ of ~~U.S.~~our ~~corporations. The~~initial ~~legislation~~business ~~and~~combination, ~~regulations~~we ~~promulgated~~may ~~in connection therewith remain unclear in many respects and could~~ be ~~subject~~required to ~~potential amendments~~take ~~and~~write-downs ~~technical~~or ~~corrections~~write-offs, asrestructuring ~~well as interpretations~~ and ~~incremental implementing regulations by the U.S. Treasury and U.S.~~impairment ~~Internal~~or ~~Revenue~~other ~~Service~~charges ~~(the~~that ~~“IRS”), any of which~~ could ~~lessen~~have ora ~~increase~~significant ~~certain~~negative ~~adverse~~effect ~~impacts~~on ofour ~~the~~financial ~~legislation. In addition~~condition, itresults ~~remains~~of ~~unclear~~operations inand ~~some~~the ~~instances~~share ~~how~~price of ~~these~~our ~~U.S. federal income tax changes will affect state and local taxation~~securities, which ~~often~~ ~~uses~~could ~~federal~~cause ~~taxable~~you ~~income~~to aslose asome ~~starting~~or ~~point~~all ~~for~~of ~~computing~~your ~~state and local tax liabilities~~investment.

We cannot ~~are~~assure ~~unable~~you tothat ~~predict~~the ~~what~~due ~~U.S.~~diligence ~~tax~~conducted ~~reforms~~in ~~may~~relation beto ~~proposed~~a ortarget ~~enacted in~~business ~~the~~will ~~future~~identify all material issues or ~~what~~risks ~~effects~~associated with such ~~future~~business ~~changes~~or ~~would~~the ~~have~~industry onin ~~WHC’s~~which ~~business~~it competes. ~~Any~~As ~~such~~a ~~changes~~result inof ~~tax~~these ~~legislation~~factors, ~~regulations, policies~~we ormay ~~practices~~incur inadditional ~~the~~costs ~~jurisdictions~~and inexpenses ~~which~~and we ~~the~~may ~~combined~~be ~~company~~forced ~~operates~~to ~~could~~later ~~increase~~write ~~the~~down ~~estimated~~or ~~tax~~write ~~liability~~off ~~that~~assets, ~~WHC has~~restructure ~~expensed~~our tooperations, ~~date~~or ~~and~~incur ~~paid~~impairment or ~~accrued~~other oncharges ~~its~~that ~~balance~~could result ~~sheet;~~in ~~affect~~our ~~the~~reporting ~~combined~~losses. ~~company’s~~Even ~~financial~~if ~~position,~~our ~~future~~due ~~operating results,~~diligence ~~cash~~has ~~flows~~identified certain risks, ~~and~~unexpected ~~effective~~risks ~~tax~~may ~~rates~~arise ~~where~~and itpreviously ~~has~~known risks ~~operations;~~may ~~reduce~~materialize ~~post-tax~~in ~~returns~~a tomanner ~~our~~not ~~equity~~consistent ~~holders;~~with ~~and~~our ~~increase~~preliminary ~~the complexity,~~risk ~~burden,~~analysis. ~~and~~If ~~cost~~any of ~~tax~~these ~~compliance.~~risks ~~The~~materialize, ~~combined~~this ~~company~~could ~~will~~have a bematerial ~~subject~~adverse toeffect ~~potential~~on ~~changes~~our infinancial ~~relevant~~condition ~~tax, accounting,~~ and ~~other~~results ~~laws,~~of ~~regulations,~~operations and ~~interpretations,~~could ~~including~~contribute ~~changes~~ to ~~tax~~negative ~~laws~~market ~~applicable~~perceptions toabout our ~~corporate~~securities ~~multinationals.~~or ~~The~~our ~~governments of~~combined ~~countries~~company insecurities ~~which~~after ~~the~~a ~~combined~~business ~~company~~combination. ~~operates~~Accordingly, ~~and~~any ~~other~~shareholders ~~governmental~~of ~~bodies~~Spree ~~could~~who ~~make~~choose ~~unprecedented~~to remain ~~assertions~~as ~~about~~combined ~~how~~company ~~taxation is~~shareholders ~~determined~~following inan ~~their~~initial ~~jurisdictions~~business ~~that~~combination ~~are~~could ~~contrary~~suffer toa reduction in the ~~way~~value inof ~~which~~their ~~WHC~~shares. Such ~~has~~shareholders ~~interpreted~~are ~~and~~unlikely ~~historically~~to ~~applied~~have ~~the~~a ~~rules~~remedy ~~and regulations~~for ~~described~~such ~~above~~reduction in ~~its~~value ~~income~~unless ~~tax~~they ~~returns~~are ~~filed~~able into ~~such~~successfully ~~jurisdictions.~~claim ~~New~~that ~~laws~~the ~~could~~reduction was ~~significantly~~due ~~increase~~to the ~~combined company’s~~breach ~~tax~~by ~~obligations~~our inofficers ~~the~~or ~~countries~~directors inof ~~which~~a itduty ~~does~~of ~~business~~care or ~~require~~other itfiduciary duty owed to ~~change~~them, ~~the~~or ~~manner~~if inthey ~~which~~are itable ~~operates~~to ~~its~~successfully ~~business.~~bring ~~Many~~a ofprivate ~~these~~claim ~~changes~~under tosecurities ~~the~~laws ~~taxation~~that of the ~~combined~~registration ~~company’s~~statement ~~activities~~or ~~could~~proxy ~~increase~~statement/prospectus ~~its~~relating ~~worldwide~~to ~~effective~~an ~~tax~~initial business ~~rate~~combination ~~and~~contained ~~harm~~an ~~its~~actionable ~~financial~~material ~~position,~~misstatement ~~operating~~or ~~results,~~material ~~and cash flows~~omission.

~~The combined company may require additional capital to support the growth of its business, and that capital might not be available on reasonable terms or at all.~~34

ToThe ~~continue~~combined tocompany ~~effectively~~resulting ~~compete,~~from ~~the~~our ~~combined~~initial ~~company~~business combination may require additional ~~funds~~capital to support the growth of its business ~~and allow it to invest in new services~~, ~~offerings,~~ and markets. If the combined company raises additional funds through further issuances of equity or convertible debt securities, its existing equity holders may suffer significant dilution, and any new equity securities it issues may have rights, preferences, and privileges superior to those of existing equity holders. Any debt financing it secures in the future could contain restrictive covenants relating to its ability to incur additional indebtedness and other financial and operational matters that ~~make it more difficult for it to obtain additional~~ capital ~~with~~might ~~which to pursue business opportunities. The combined company may~~ not be ~~able~~available ~~to obtain additional financing~~ on ~~favorable~~reasonable terms, ifor at all. If it is unable to obtain adequate financing or financing on terms satisfactory to it when required, its ability to continue to support its business growth and to respond to business challenges and competition may be significantly limited.

36To continue to effectively compete, the combined company resulting from our initial business combination may require additional funds to support the growth of its business and allow it to invest in new services, offerings, and markets. If the combined company raises additional funds through further issuances of equity or convertible debt securities, its existing equity holders may suffer significant dilution, and any new equity securities it issues may have rights, preferences, and privileges superior to those of existing equity holders. Any debt financing it secures in the future could contain restrictive covenants relating to its ability to incur additional indebtedness and other financial and operational matters that make it more difficult for it to obtain additional capital with which to pursue business opportunities. The combined company may not be able to obtain additional financing on favorable terms, if at all. If it is unable to obtain adequate financing or financing on terms satisfactory to it when required, its ability to continue to support its business growth and to respond to business challenges and competition may be significantly limited.

Risks Relating to our Management Team and Sponsor

Our ability to successfully effect our initial business combination and to be successful thereafter is totally dependent upon the efforts of our key personnel, some of whom may join usthe ~~via WHC (or other~~ target company) following our initial business combination. The loss of key ~~WHC (or other~~ target company) personnel could negatively impact the operations and profitability of our post-combination business.

Our ability to successfully effect our initial business combination ~~(prospectively, the WHC Business Combination)~~ is dependent upon the efforts of our and our target company’s ~~(WHC’s)~~ key personnel. The role of our key personnel in the target business cannot presently be ascertained. Although some of our key personnel may remain with ~~WHC~~ a target company in senior management, board member or advisory positions following our ~~WHC~~initial ~~Business~~business ~~Combination~~combination, all of the management of ~~WHC~~a ~~will~~ target company may remain in place. While we ~~have~~will ~~attempted~~attempt to closely scrutinize any individuals we engage after ~~the~~an ~~WHC~~initial ~~Business~~business ~~Combination~~combination, we cannot assure you that our assessment of these individuals will prove to be correct. ~~WHC’s~~A ~~(or other~~ target company’s) management may lack the skills, qualifications or abilities we ~~suspected~~ expected. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted.

In addition, the officers and directors of ~~WHC~~a ~~may~~target ~~resign~~company ~~upon~~may ~~completion~~resign ~~of the WHC Business Combination. The role of WHC’s key personnel~~ upon ~~the~~ completion of ~~our~~an initial business combination ~~cannot be ascertained at this time~~. ~~Although~~The wedeparture ~~contemplate that certain members~~ of ~~WHC’s~~a ~~management~~target ~~team will remain associated with WHC following our initial business combination, it is possible that members of the management of WHC will not wish to remain in place. The departure of WHC~~company’s key personnel could negatively impact the operations and profitability of our post-business combination company.

Since the sponsor and Spree’s directors and executive officers, have interests that are different, or in addition to (and which may conflict with), the interests of our shareholders, a conflict of interest may ~~have~~exisst ~~existed~~ in determining whether ~~the~~a ~~WHC~~potential ~~Business~~business ~~Combination~~combination is appropriate as our initial business combination. Such interests include that sponsor, as well as our executive officers and directors, will lose their entire investment in us if we do not complete a business combination.

When you consider the Spree Board’s approval of ~~the~~an ~~WHC~~initial ~~Business~~business ~~Combination~~combination, you should keep in mind that the sponsor and the other insiders, including Spree’s directors and executive officers, have interests in such proposal that are different from, or in addition to (which may conflict with), those of Spree shareholders generally.

These conflicts of interest include, among other things, the interests listed below:

●

the fact that the sponsor has agreed not to redeem any Class A ordinary shares held by it in connection with a shareholder vote to approve a proposed initial business combination;

● the fact that the sponsor paid an aggregate of $25,000 for the 5,000,000 Class B ordinary shares currently owned by the sponsor and such securities will have a significantly higher value at the time of the WHC Business Combination (the Class A ordinary shares into which the Class B ordinary shares are convertible have an aggregate market value of approximately $52.05 million, based on the closing price of Class A ordinary shares of $10.41 on the NYSE on March 21, 2023);35

37● the fact that the sponsor paid an aggregate of $25,000 for the 5,000,000 founders shares currently owned by the sponsor and such securities will have a significantly higher value at the time of any business combination (the Class A ordinary shares into which the founders shares (all except for one) have been converted had an aggregate market value of approximately $54.55 million, based on the closing price of Class A ordinary shares of $10.91 on the NYSE on February 20, 2024);

● the fact that sponsor paid $9,457,150 for its private units, and that the 945,715 private units would be worthless if a business combination is not consummated by ~~June~~December 20, ~~2023~~2024 (or before the end of any additional ~~Extension~~extension ~~Period~~period, if applicable). The private placement shares ~~and private warrants~~ included in the private units ~~have~~had an aggregate market value of approximately $910,~~859~~317,~~080~~750, based on the closing price of Class A ordinary shares of $10.4191 ~~and the closing price of the public warrants of $0.03~~ on the NYSE on ~~March~~February 2120, ~~2023~~2024;

● the fact that the sponsor and Spree’s current officers and directors have agreed to waive their rights to liquidating distributions from the trust account with respect to any ordinary shares (other than public shares) held by them if Spree fails to complete an initial business combination by ~~June~~December 20, ~~2023~~2024 (or before the end of any additional ~~Extension~~extension ~~Period~~period, if applicable);

● the fact that given the differential in the purchase price that the sponsor paid for the founder shares as compared to the price of the public units sold in the IPO and the substantial number of Class A ordinary shares that the sponsor ~~will~~received ~~receive~~ upon conversion of the Class B ordinary shares ~~in connection with the WHC Business Combination~~, the sponsor and its affiliates may earn a positive rate of return on their investment even if ~~the~~a ~~New~~combined ~~WHC~~company’s ~~Class A common~~ stock trades below the price initially paid for the public units in the IPO and the public shareholders experience a negative rate of return following the completion of ~~the~~an ~~WHC~~initial ~~Business~~business ~~Combination~~combination;

● the ~~fact~~expected ~~that~~continued indemnification for Spree’s directors and officers and the ~~WHC~~continuation ~~Investor~~of ~~Rights~~Spree’s ~~Agreement~~directors’ ~~has~~and ~~been~~officers’ ~~entered~~liability ~~into~~insurance byafter ~~the~~an ~~sponsor~~initial business combination (i.e., a “tail policy”);

● the fact that, at the ~~option~~sponsor ofand ~~the~~Spree’s ~~sponsor,~~officers ~~any~~and ~~amounts~~directors ~~outstanding~~will ~~under~~lose ~~any~~their ~~loan~~entire ~~made~~investment byin ~~the~~Spree ~~sponsor~~and orwill not be reimbursed for any out-of-pocket ~~its~~expenses ~~affiliates~~if toan ~~Spree~~initial inbusiness ancombination ~~aggregate~~is ~~amount~~not consummated by December 20, 2024 (or before the end of upany toadditional $1extension period,~~500~~ if applicable),~~000~~ ~~may~~but bewill ~~converted~~benefit ~~into~~from ~~warrants,~~their atinvestment ~~the~~and ~~price~~will ofbe ~~$1.00~~reimbursed ~~per~~for ~~warrant~~such expenses, atwithout ~~the~~a ~~option~~cap ofor ~~the lender~~ceiling, inif ~~connection~~our ~~with~~initial ~~the~~business ~~consummation~~combination ofsuccessfully ~~the~~closes ~~WHC~~by ~~Business~~that ~~Combination~~time;

● the ~~continued~~fact ~~indemnification~~that ofthe sponsor and Spree’s ~~directors~~officers and ~~officers~~directors ~~and~~may ~~the~~be ~~continuation~~eligible ofto ~~Spree’s~~participate ~~directors’~~in ~~and~~future ~~officers’~~compensation ~~liability~~programs, ~~insurance~~or ~~after~~become ~~the~~party ~~WHC~~to ~~Business~~employment ~~Combination~~or ~~(i.e.,~~consulting agreements with a ~~“tail~~combined ~~policy”)~~company following our initial business combination;

● the fact that if the ~~sponsor~~trust ~~and~~account ~~Spree’s~~is ~~officers~~liquidated, ~~and~~including ~~directors~~in ~~will~~the ~~lose~~event ~~their entire investment in~~ Spree ~~and~~is ~~will~~unable ~~not~~to becomplete ~~reimbursed for any out-of-pocket expenses if~~ an initial business combination ~~is not consummated~~ by ~~June~~December 20, ~~2023~~2024 (or before the end of any additional ~~Extension~~extension ~~Period~~period, if applicable), ~~but~~the ~~will~~sponsor ~~benefit~~has ~~from~~agreed ~~their~~to ~~investment~~indemnify ~~and~~Spree ~~will~~to beensure ~~reimbursed~~that ~~for~~the proceeds in the trust account are not reduced below $10.20 per public share, or such ~~expenses~~lesser per public share amount as is in the trust account on the liquidation date, ~~without~~by athe ~~cap~~claims of prospective target businesses with which Spree has entered into an acquisition agreement or ~~ceiling~~claims of any third party for services rendered or products sold to Spree, but only if ~~our~~such ~~initial~~a vendor or target business ~~combination~~has ~~successfully~~not ~~closes~~executed bya ~~that~~waiver ~~time~~of any and all rights to seek access to the trust account;

● ~~the~~certain ~~fact~~of ~~that~~our officers and directors are affiliates of the sponsor, ~~and~~which ~~Spree’s~~holds ~~officers~~945,715 ~~and~~private ~~directors~~shares, ~~may~~which bewere ~~eligible~~issued toin ~~participate~~a inprivate ~~future~~placement ~~compensation~~together ~~programs~~with private warrants, orand ~~become~~5,000,000 ~~party~~founders toshares, ~~employment~~totaling orapproximately ~~consulting~~a ~~agreements~~76.1% ~~with~~equity ~~the~~stake ~~combined~~in ~~company;~~Spree.

●The ~~the~~foregoing ~~fact~~personal ~~that~~and iffinancial ~~the~~interests ~~trust account is liquidated, including in the event Spree is unable to complete an initial business combination by June 20, 2023 (or before the end~~ of ~~any additional Extension Period, if applicable),~~ the ~~Sponsor~~sponsor ~~has~~as ~~agreed~~well as ~~to indemnify~~ Spree’s todirectors ~~ensure~~and ~~that~~executive ~~the~~officers ~~proceeds~~may ininfluence ~~the~~their ~~trust~~motivation ~~account~~in ~~are~~identifying ~~not~~and ~~reduced~~selecting ~~below~~a ~~$10.20~~target ~~per~~company ~~public share, or such lesser per public share amount~~ as isa inbusiness combination ~~the trust account on the liquidation date~~target, bycompleting ~~the~~an ~~claims~~initial ofbusiness ~~prospective~~combination ~~target businesses~~ with ~~which~~such ~~Spree~~company ~~has~~and ~~entered~~influencing ~~into~~the anoperation ~~acquisition agreement or claims~~ of ~~any~~the ~~third~~business ~~party for services rendered or products sold to Spree, but only if~~ following such ~~a vendor or target~~ business ~~has not executed a waiver of any and all rights to seek access to the trust account;~~combination.

~~● the fact that Spree may be entitled to distribute or pay over funds held by Spree outside the trust account to the sponsor or any of its affiliates prior to the Closing; and~~36

●Past ~~certain~~performance ofby ~~our~~the ~~officers~~companies ~~and~~in ~~directors are affiliates of sponsor,~~ which ~~holds~~our ~~945,715~~management ~~Class~~team and Aour ~~ordinary~~sponsor’s ~~shares,~~members ~~which were issued in a private placement together with private warrants,~~ and ~~5,000,000~~affiliates ~~Class~~have Bbeen ~~ordinary~~involved ~~shares,~~may ~~which~~not ~~are~~be ~~convertible~~indicative ~~into~~of ~~Class~~future Aperformance ~~ordinary~~of ~~shares,~~an ~~totaling~~investment ~~approximately a 22.9% equity stake~~ in ~~Spree~~us.

~~The~~Information ~~foregoing~~regarding ~~personal~~performance ~~and~~by, ~~financial~~or ~~interests~~businesses ofassociated ~~the~~with, our ~~sponsor~~management asteam ~~well as~~and ~~Spree~~sponsor’s ~~directors~~affiliates ~~and~~is ~~executive~~presented ~~officers~~for ~~may~~informational ~~have~~purposes ~~influenced~~only. ~~their~~Past ~~motivation~~performance inby ~~identifying~~our management team and ~~selecting~~sponsor’s ~~WHC~~affiliates asis not a guarantee either (i) of success with respect to any business combination ~~target,~~we ~~completing~~may anconsummate or (ii) that we may be able to locate a suitable candidate for our initial business combination. ~~with~~You ~~WHC~~should ~~and~~not ~~influencing~~rely on the ~~operation~~historical record of our management team and sponsor’s affiliates as indicative of our future performance and you may lose all or part of your invested capital. Additionally, in the ~~business~~course ~~following~~of their respective careers, members of our management team and our sponsor’s affiliates have been involved in businesses and deals that were unsuccessful. None of our officers, directors or the ~~WHC~~affiliates of our sponsor have had ~~Business~~management ~~Combination~~experience with blank check companies or special purpose acquisition corporations in the past.

38Risks Relating to our Securities

~~Because~~Our ~~our~~securities ~~sponsor,~~have ~~officers~~been ~~and~~delisted ~~directors can purchase additional~~from ~~shares in anticipation of~~ the ~~vote on our initial business combination transaction~~NYSE, ~~they~~which ~~may~~could ~~disproportionately~~affect ~~influence~~our ~~the~~securities’ ~~outcome of~~market ~~that~~price ~~vote~~and ~~in a manner that benefits themselves but is averse to the interests of our public shareholders~~liquidity.

WeOn ~~are~~February ~~seeking~~22, ~~shareholder~~2024, ~~approval of~~ the ~~WHC~~NYSE ~~Business~~notified ~~Combination~~us ~~and~~that weour doClass ~~not~~A ~~plan~~ordinary toshares, ~~conduct~~units, ~~redemptions~~and inwarrants ~~connection~~were ~~with~~no ~~our~~longer ~~initial~~suitable ~~business~~for ~~combination~~listing ~~pursuant~~on the NYSE due to the ~~tender~~failure ~~offer~~of ~~rules.~~our ~~Therefore,~~securities ~~our~~to ~~sponsor,~~meet ~~directors,~~the ~~officers,~~average oraggregate ~~their~~global ~~respective~~market ~~affiliates~~capitalization ~~may~~attributable ~~purchase~~to ~~shares~~its inpublicly-held ~~privately~~shares ~~negotiated~~over ~~transactions~~a orconsecutive in30 ~~the~~trading ~~open~~day ~~market~~period ~~either~~of ~~prior~~at toleast or$40,000,000, ~~following~~pursuant ~~the~~to ~~completion~~Section 802.01B of ~~our~~the ~~initial~~NYSE ~~business~~Listed ~~combination~~Company Manual. ~~Please~~As ~~see~~a ~~“Proposed~~result, ~~Business~~NYSE -commenced ~~Comparison~~proceedings to delist each of ~~redemption~~our orsecurities ~~purchase~~from ~~prices~~NYSE, insuspended ~~connection~~trading ~~with~~in our ~~initial~~securities ~~business~~effective ~~combination~~immediately, and ifon weMarch ~~fail~~8, to2024, ~~complete~~filed ~~our initial business combination” for~~ a ~~description~~ Notification of ~~how~~Removal ~~such persons determine~~ from ~~which~~Listing ~~shareholders~~and/or ~~they~~Registration ~~will~~under ~~seek~~Section to12(b) ~~acquire~~of ~~shares. There is no limit as to~~ the ~~number~~ ofExchange ~~shares such persons may purchase~~Act, orremoving ~~any~~all ~~restriction~~of onour ~~the~~securities ~~price~~from ~~that~~exchange ~~they may pay~~listing.

~~These~~While ~~persons~~we ~~have~~are noevaluating ~~current~~possible ~~commitments,~~alternatives in ~~plans~~light orof ~~intentions~~the toNYSE ~~engage in~~delisting, ~~such~~including ~~transactions~~applying ~~and~~to ~~have~~list ~~not~~our ~~formulated~~securities ~~any~~under ~~terms~~an oralternative ~~conditions~~national ~~for~~securities ~~any~~exchange such ~~transactions.~~as ~~However~~Nasdaq, we incannot ~~the~~assure ~~event~~you that our ~~sponsor,~~securities ~~directors, officers,~~will orqualify ~~their~~for ~~respective~~such ~~affiliates~~listing. ~~determine~~In toconnection ~~make~~with ~~any~~an ~~such~~initial ~~purchases~~business atcombination ~~the~~that ~~time~~we ofmay seek ato ~~shareholder~~effect, ~~vote~~we ~~relating~~will be required to ~~our~~demonstrate compliance with an applicable exchange’s initial ~~business~~ ~~combination~~listing requirements, ~~such~~which are ~~purchases~~generally ~~could~~more ~~have~~rigorous ~~the~~than ~~effect~~an ofexchange’s ~~influencing~~continued ~~the~~listing ~~vote~~requirements, ~~necessary~~in order to ~~approve~~qualify ~~such~~for ~~transaction,~~listing ~~which~~our ~~may~~securities. ~~not~~We cannot assure you that we will be ~~beneficial~~able ~~for~~to ~~our~~meet ~~public~~those ~~shareholders~~initial listing requirements at that time.

~~Past~~If ~~performance~~we byare ~~the~~not ~~companies~~able into ~~which~~list our ~~management team~~securities ~~and~~on another national securities exchange, our ~~sponsor’s~~securities ~~members~~will ~~and~~continue ~~affiliates~~to ~~have~~be ~~been~~quoted ~~involved~~on ~~may~~an ~~not~~over-the-counter bemarket. ~~indicative~~We ofcould ~~future~~face ~~performance~~significant material ofadverse anconsequences ~~investment~~from inthat ~~us.~~quotation (as compared to our prior listing on NYSE), including:

~~Information~~● regarding performance by, or businesses associated with, our management team and sponsor’s affiliates is presented for informational purposes only. Past performance by our management team and sponsor’s affiliates is not a ~~guarantee~~limited ~~either~~availability ~~(i)~~ of ~~success~~market ~~with~~quotations ~~respect to any business combination we may consummate or (ii) that we may be able to locate a suitable candidate~~ for our initial business combination. You should not rely on the historical record of our management team and sponsor’s affiliates as indicative of our future performance and you may lose all or part of your invested capital. Additionally, in the course of their respective careers, members of our management team and our sponsor’s affiliates have been involved in businesses and deals that were unsuccessful. None of our officers, directors or the affiliates of our sponsor have had management experience with blank check companies or special purpose acquisition corporations in the past.securities;

~~Risks~~● ~~Relating~~reduced toliquidity for our ~~Securities~~securities;

~~NYSE~~● ~~may~~a ~~not~~determination ~~list~~that ~~New~~our ~~WHC’s~~Class ~~securities~~A onordinary ~~its~~shares ~~exchange,~~ are a “penny stock” which ~~could~~will ~~limit~~require ~~investors’~~brokers ~~ability~~trading in our Class A ordinary shares to ~~enter~~adhere ~~into~~to ~~transactions~~more stringent rules and possibly result in ~~New~~a ~~WHC’s~~reduced ~~securities~~level ~~and~~of ~~subject~~trading ~~New~~activity ~~WHC~~in tothe ~~additional~~ secondary trading ~~restrictions.~~market for our securities;

If● a ~~high~~limited ~~level~~amount of ~~redemptions~~news ~~materializes, we would have less liquidity~~ and ~~fewer~~analyst ~~round-lot holders~~coverage; of our public shares, which may make it more difficult to meet NYSE listing requirements. Since it is a condition to closing to receive the approval for listing by the NYSE of the shares of New WHC Class A Common Stock to be issued in connection with the transactions contemplated by the Business Combination Agreement, Spree’s reduced public float may make it more difficult for us to meet the NYSE listing requirements, and ~~to consummate the Business Combination.~~

~~Even~~● ifa wedecreased doability ~~meet~~to ~~the~~issue ~~initial~~additional ~~NYSE listing requirements, an active trading market for New WHC’s~~ securities ~~following the Business Combination may never develop~~ or, ifobtain ~~developed,~~additional itfinancing ~~may not be sustained. In connection with the Business Combination,~~ in ~~order to continue to maintain~~ the listing of our securities on the NYSE, we will be required to demonstrate compliance with the NYSE’s listing requirements. We will apply to have New WHC’s securities listed on the NYSE upon consummation of the Business Combination. We cannot assure you that we will be able to meet all listing requirements. Even if New WHC’s securities are listed on the NYSE, New WHC may be unable to maintain the listing of its securities in the future.

39The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts states from regulating the sale of certain securities, which are referred to as “covered securities.” Our units, Class A ordinary shares and warrants no longer qualify as covered securities under such statute, due to the delisting from the NYSE. We are therefore subject to regulation in each state in which we offer our securities, including in connection with our potential initial business combination, which may negatively impact our ability to consummate an initial business combination.

If New WHC fails to meet the listing requirements and the NYSE does not list its securities on its exchange, WHC would not be required to consummate the Business Combination. In the event that WHC elected to waive this condition, and the Business Combination was consummated without New WHC’s securities being listed on the NYSE or on another national securities exchange, New WHC could face significant material adverse consequences, including:37

●A anational ~~limited~~securities ~~availability~~exchange ofmay ~~market~~not ~~quotations~~list ~~for~~our ~~New WHC~~post-business-combination company’s securities; on its exchange, which could limit investors’ ability to enter into transactions in a target company’s securities and subject the new combined company to additional trading restrictions.

●If ~~reduced~~a high level of redemptions materializes in connection with a vote on our initial business combination, we would have less liquidity and fewer round-lot holders of our public shares, which may make it more difficult for ~~New~~our ~~WHC~~post-business-combination company to meet a national securities exchange’s ~~securities;~~listing requirements.

●Even if we do meet the initial listing requirements of an exchange, an active trading market for the combined company’s securities following an initial business combination may never develop or, if developed, it may not be sustained. In connection with a ~~determination~~business ~~that~~combination, ~~New~~in ~~WHC~~order ~~Class~~to Acontinue ~~Common~~to ~~Stock~~maintain isthe listing of our securities on a ~~“penny~~national ~~stock”~~securities ~~which~~exchange, we will ~~require~~be ~~brokers~~required ~~trading~~to indemonstrate ~~New~~compliance ~~WHC~~with ~~Class~~that Aexchange’s ~~Common~~listing ~~Stock~~requirements. toWe ~~adhere~~may apply to ~~more~~have ~~stringent~~a ~~rules~~target ~~and~~company’s ~~possibly~~securities ~~result~~listed inon a ~~reduced~~national ~~level~~securities exchange upon consummation of ~~trading~~our ~~activity~~initial inbusiness combination. We cannot assure you that we will be able to meet all such listing requirements. Even if the ~~secondary~~listing ~~trading~~of ~~market~~such ~~for~~securities ~~New~~is ~~WHC’s~~successful, the new combined company may be unable to maintain the listing of its securities; in the future.

●If asuch ~~limited~~company ~~amount~~fails ofto ~~news~~meet ~~and~~the ~~analyst~~listing ~~coverage;~~requirements and a national securities exchange does not list its securities on its exchange, the new combined company could face significant material adverse consequences, including:

● a ~~decreased~~limited ~~ability~~availability toof ~~issue~~market ~~additional~~quotations ~~securities~~for orthe ~~obtain~~combined ~~additional~~company’s ~~financing in the future.~~securities;

~~The~~● ~~National~~reduced ~~Securities~~liquidity ~~Markets~~for ~~Improvement Act of 1996, which is a federal statute, prevents or preempts~~ the ~~states~~combined ~~from regulating the sale of certain securities, which are referred to as “covered securities.” If New WHC~~company’s securities were not listed on the NYSE (or another national securities exchange), such securities would not qualify as covered securities and we would be subject to regulation in each state in which we offer our securities because states are not preempted from regulating the sale of securities that are not covered securities.;

~~Our~~● ~~sponsor~~a ~~controls~~determination that the ~~appointment~~combined ofcompany’s ~~our~~stock ~~board~~is ofa ~~directors until~~“penny ~~completion~~stock” ofwhich ~~our~~will ~~initial~~require ~~business~~brokers ~~combination~~trading ~~and holds a substantial interest~~ in ~~us.~~the Ascombined acompany’s ~~result,~~stock itto ~~appoints~~adhere ~~all of our directors prior~~ to ~~our~~more ~~initial~~stringent ~~business~~rules ~~combination~~ and ~~may~~possibly ~~exert~~result in a ~~substantial~~reduced ~~influence~~level onof ~~actions~~trading ~~requiring~~activity ~~shareholder~~in ~~vote,~~the ~~potentially~~secondary ~~in a~~trading ~~manner~~market ~~that~~for ~~you~~the docombined ~~not~~company’s ~~support.~~securities;

~~Our~~● sponsor owns 20% of our issued and outstanding ordinary shares (assuming that it has not purchased any units in our initial public offering or in trading on the open market afterwards). In addition, prior to our initial business combination, only the founders shares, all of which are held by our sponsor, have the right to vote on the appointment of directors, and holders of a ~~majority~~limited ofamount ~~our founders shares may remove a member~~ of ~~the~~news board of directors for any reason. Neither our sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, as a result of its substantial ownership in our company, our sponsor may exert a substantial influence on other actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and ~~restated~~analyst ~~memorandum~~coverage; and articles of association and approval of major corporate transactions. If our sponsor purchases any Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase its influence over these actions. Accordingly, our sponsor exerts significant influence over actions requiring a shareholder vote at least until the completion of our initial business combination.

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

~~Our~~The ~~public~~National ~~shareholders~~Securities ~~will~~Markets ~~experience~~Improvement ~~immediate~~Act ~~dilution~~of as 1996, which is a federal ~~consequence~~statute, ofprevents or preempts the ~~issuance~~states from regulating the sale of ~~New~~certain ~~WHC~~securities, ~~Class~~which Aare ~~common~~referred ~~stock~~to inas “covered securities.” If the combined company’s securities were not listed on a ~~PIPE~~national ~~financing~~securities exchange, ifsuch ~~consummated,~~securities would not qualify as covered securities and ~~due~~we towould ~~future~~be ~~issuances~~subject ~~pursuant~~ to regulation in each state in which we offer our ~~prospective~~securities ~~combined-company~~because ~~New~~states are ~~WHC~~not ~~2022~~preempted ~~Incentive~~from ~~Equity~~regulating ~~Plan~~the ~~and~~sale ~~Employee~~of ~~Stock~~securities ~~Purchase~~that ~~Plan.~~are not covered securities.

~~The~~You ~~issuance~~do ofnot ~~additional~~have ~~shares~~any ofrights ~~New~~or ~~WHC~~interests ~~Class A common stock~~ in a ~~PIPE~~funds ~~financing~~from ~~concurrently with completion of~~ the ~~WHC~~trust account, ~~Business~~except ~~Combination~~under ~~will~~certain ~~significantly~~limited ~~dilute~~circumstances. ~~the~~To ~~equity~~liquidate ~~interests~~your ofinvestment, ~~existing holders of Spree securities~~therefore, ~~and~~you may ~~adversely~~be ~~affect~~forced ~~prevailing~~to ~~market~~sell ~~prices~~your ~~for~~public ~~the~~shares or ~~New~~warrants, ~~WHC~~potentially ~~Class~~at Aa ~~common stock~~loss.

~~Additionally,~~Our ~~certain~~public ~~directors,~~shareholders ~~officers~~will ~~and~~be ~~employees~~entitled ofto ~~New~~receive ~~WHC~~funds from the ortrust ~~WHC~~account ~~will~~only ~~have~~upon ~~rights~~the earliest to ~~purchase~~occur orof: ~~receive~~(1) ~~shares~~the completion of ~~New~~our ~~WHC~~initial business combination, and then only in connection with those Class A ~~common~~ordinary ~~stock~~shares asthat asuch ~~result~~shareholder ofproperly ~~equity~~elected ~~awards~~to ~~granted~~redeem, ~~under~~subject to the ~~New~~limitations described herein, (2) ~~WHC~~the ~~2022~~redemption ~~Incentive~~of ~~Equity~~any ~~Plan~~public shares properly submitted in connection with a shareholder vote to amend our amended and ~~may~~restated ~~purchase~~memorandum and ~~shares~~articles of ~~New~~association ~~WHC~~(A) ~~Class~~to Amodify ~~Common~~the ~~Stock~~substance ~~under~~or timing of the ~~New~~redemption ~~WHC~~rights ~~Employee~~provided ~~Stock~~to ~~Purchase~~shareholders ~~Plan.~~as described in this ~~Holders~~Annual Report, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial business combination activity and (3) the redemption of our public shares ~~who~~if ~~become~~we ~~stockholders~~are ofunable ~~New~~to ~~WHC~~complete ~~will~~our ~~experience~~initial ~~additional~~business ~~dilution~~combination ~~when~~within ~~those~~36 ~~equity~~months ~~awards~~from ~~and~~the ~~purchase~~closing ~~rights~~date ~~become~~of ~~vested~~our ~~and~~initial ~~settled~~public offering or ~~exercisable~~during any additional extension period, assubject to applicable law and as further described herein. In ~~The~~no ~~issuance~~other ofcircumstances ~~those~~will ~~additional~~a ~~shares~~shareholder have any right or interest of ~~New~~any ~~WHC~~kind ~~Class~~in Athe ~~common~~trust ~~stock~~account. Holders of warrants will not ~~may~~have ~~also~~any ~~adversely~~right ~~affect~~to ~~prevailing~~the ~~market~~proceeds ~~prices~~held ~~for~~in the ~~New~~trust ~~WHC~~account ~~Class~~with Arespect ~~common~~to ~~stock~~the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

A significant portion of New WHC’s total outstanding shares will be restricted from immediate resale upon the Closing but may be sold into the market in the near future. This could cause the market price of New WHC Class A common stock to drop significantly, even if New WHC’s business is doing well.38

~~Sales~~We ofmay aredeem ~~substantial~~your ~~number~~unexpired ofwarrants ~~shares~~prior ofto ~~New~~their ~~WHC Class A common stock~~exercise ~~in the public market could occur~~ at ~~any~~a time. ~~These sales, or the perception in the market~~ that ~~the~~is ~~holders~~disadvantageous ~~of a large number of shares intend~~ to ~~sell shares~~you, ~~could~~thereby ~~reduce~~making ~~the~~your ~~market~~warrants ~~price of New WHC Class A common stock~~worthless.

AsWe ~~described~~have in the ~~Registration~~ability ~~Statement,~~to itredeem ~~is anticipated that, upon completion of the WHC Business Combination, (i) our sponsor will own approximately 13.8% of the~~ outstanding ~~New~~warrants ~~WHC~~at ~~Class~~any Atime ~~common~~after ~~stock,~~they ~~and~~become ~~(ii)~~exercisable ~~the~~and ~~current~~prior ~~members~~to ~~of WHC will own 39.7% of the outstanding New WHC Class A common stock, on an as-converted basis, through~~ their ~~ownership of WHC units and New WHC Class X common stock~~expiration, inat ~~each~~a ~~case,~~price ~~assuming that none~~ of ~~our~~$0.01 ~~outstanding~~per ~~public~~warrant ~~shares are redeemed in connection with the WHC Business Combination~~if, ~~or approximately 19.7%~~ and ~~56.0%,~~only ~~respectively~~if, ~~assuming~~the ~~that~~reported ~~the~~last ~~maximum~~sale ~~number~~price of ~~our~~ ~~outstanding public shares are redeemed in connection with~~ the ~~WHC Business Combination while still enabling the WHC Minimum Cash Condition to be met. These percentages assume that 25,945,715 shares of New WHC~~ Class A ~~common stock are issued to the holders of our~~ ordinary shares in ~~respect~~equals ofor ~~those~~exceeds ~~shares at Closing~~$18.00 Inper ~~addition,~~share ~~these~~(as ~~percentages~~adjusted ~~take~~for ~~into~~share ~~account any shares of New WHC Class A common stock that may be issued in a PIPE financing~~sub-divisions, ifshare ~~consummated. Based on these assumptions~~capitalizations, reorganizations and ~~assuming that no public shares are redeemed in connection with the WHC Business Combination~~recapitalizations), ~~there~~for ~~would~~any ~~be approximately~~ 20~~,945,715~~ ~~shares~~trading ofdays ~~New~~within ~~WHC~~a ~~Class~~30 Atrading ~~common~~day ~~stock~~period ~~and~~commencing ~~17,094,661~~after ~~shares of New WHC Class X common stock outstanding immediately following~~ the ~~consummation~~warrants ofbecome ~~the~~exercisable ~~WHC~~and ~~Business~~ending on ~~Combination. If~~ the ~~actual~~third ~~facts are~~business ~~different~~day ~~than~~prior ~~these~~to ~~assumptions,~~ the ~~ownership~~notice ~~percentages~~of inredemption ~~New~~to ~~WHC~~warrant ~~will be different~~holders.

~~Pursuant~~If toand ~~the~~when ~~WHC Investor Rights Agreement, after~~ the ~~consummation of~~warrants ~~the~~become ~~WHC~~redeemable ~~Business~~by ~~Combination~~us, ~~and~~we ~~subject~~may toexercise ~~certain exceptions,~~ our redemption ~~sponsor~~right ~~and~~even ~~the~~if ~~WHC~~we ~~members~~are ~~will~~unable beto ~~restricted~~register ~~from selling~~ or ~~transferring~~ ~~any~~qualify ~~shares of New WHC Class A common stock. However, these shares may be sold after~~ the ~~expiration~~underlying ofsecurities ~~the~~for ~~applicable~~sale ~~lock-up~~ under ~~the~~all ~~WHC~~applicable ~~Investor~~state ~~Rights Agreement~~securities laws. ~~Pursuant~~Redemption toof the ~~WHC~~outstanding ~~Investor~~warrants ~~Rights~~could ~~Agreement~~force ~~and~~you ~~the~~to: ~~PIPE subscription agreements~~ (~~if any~~1)~~, New~~ ~~WHC~~exercise ~~will~~your bewarrants ~~required~~and topay ~~file one or more registration statements shortly after~~ the ~~Closing~~exercise toprice ~~provide~~therefor ~~for~~at ~~the~~a ~~resale of shares issued~~time inwhen ~~the~~it ~~PIPE~~may ~~financing,~~be ifdisadvantageous ~~any,~~for ~~and~~you ~~the shares of New WHC Class A common stock held by the parties~~ to ~~the~~do ~~WHC~~so; ~~Investor Rights Agreement. Upon effectiveness of such registration statement~~(s2), ~~subject~~sell toyour ~~the~~warrants ~~satisfaction~~at ~~of applicable vesting restrictions and~~ the ~~expiration or~~then-current ~~waiver of the~~ market ~~standoff~~price ~~agreements~~when ~~and~~you ~~the~~might ~~lock-up~~otherwise ~~set forth in the WHC Investor Rights Agreement, the shares issued upon exercise~~wish ofto ~~outstanding~~hold ~~stock~~your ~~options, restricted stock unit awards, and~~ warrants; or ~~the~~(3) ~~vesting~~accept ofthe ~~other~~nominal ~~equity~~redemption ~~awards~~price ~~granted~~which, ~~under~~at ~~such plans will be available for immediate resale in~~ the ~~public~~time ~~market. As restrictions on resale end and~~ the ~~registration~~outstanding ~~statements~~warrants are ~~available~~ called for ~~use~~redemption, is ~~the~~likely ~~market~~to ~~price~~be ofsubstantially ~~New~~less ~~WHC~~than ~~Class A common stock could decline if~~ the ~~holders of currently restricted shares sell them or are perceived by the~~ market asvalue ~~intending~~of toyour ~~sell them~~warrants.

41The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the warrants.

~~You~~Even doif ~~not~~we ~~have~~consummate ~~any~~an ~~rights~~initial orbusiness ~~interests~~combination, inour ~~funds from the trust~~publicly ~~account,~~traded ~~except~~warrants ~~under~~may ~~certain~~never ~~limited~~be ~~circumstances.~~in Tothe ~~liquidate your investment~~money, ~~therefore,~~and ~~you~~they may beexpire ~~forced to sell your public shares or warrants, potentially at a loss~~worthless.

~~Our~~The ~~public~~exercise ~~shareholders~~price ~~will~~for beour ~~entitled~~public towarrants ~~receive~~is ~~funds~~$11.50 ~~from~~per ~~the~~share. There ~~trust~~can ~~account~~be ~~only~~no ~~upon~~assurance that the ~~earliest~~public towarrants ~~occur~~will ~~of:~~be ~~(1)~~in the ~~completion~~money ofprior ~~our~~to ~~initial~~their ~~business~~expiration ~~combination~~and, ~~and~~as ~~then~~such, ~~only~~the inwarrants ~~connection~~may expire worthless. ~~with~~The ~~those~~terms ~~Class~~of Apublic ~~ordinary~~warrants ~~shares~~may ~~that~~be ~~such~~amended ~~shareholder~~in ~~properly~~a ~~elected~~manner tothat ~~redeem,~~may ~~subject~~be adverse to the ~~limitations~~holders. ~~described~~The ~~herein,~~Warrant ~~(2) the~~Agreement ~~redemption~~between ofContinental, as ~~any~~warrant ~~public~~agent, ~~shares~~and ~~properly~~us, ~~submitted~~provides inthat ~~connection~~the ~~with~~terms aof ~~shareholder~~the ~~vote~~warrants tomay ~~amend~~be ~~our~~ amended ~~and~~without ~~restated~~the ~~memorandum and~~consent ~~articles~~ of ~~association~~any ~~(A)~~holder to ~~modify~~cure ~~the~~any ~~substance~~ ambiguity or ~~timing~~correct ofany ~~the~~defective ~~redemption~~provision, ~~rights~~but ~~provided~~requires tothe ~~shareholders~~approval asby ~~described~~the inholders ~~this Annual~~of ~~Report,~~a ormajority ~~(B)~~of ~~with~~the ~~respect~~then-outstanding public warrants to make any ~~other~~change ~~provision~~that ~~relating~~adversely toaffects ~~shareholders’~~the ~~rights~~interests orof ~~pre-initial~~the ~~business~~registered ~~combination~~holders. ~~activity and~~Accordingly, ~~(3)~~we may amend the ~~redemption~~terms of ~~our~~the ~~public~~warrants ~~shares~~in a ifmanner weadverse ~~are unable~~ to ~~complete~~a ~~our~~holder ~~initial~~if ~~business~~holders ~~combination~~of ~~within~~at 18least ~~months~~a ~~from~~majority ~~the closing date~~ of ~~our~~the ~~initial~~then-outstanding public ~~offering~~warrants orapprove ~~during~~of ~~any~~such ~~additional~~amendment. ~~Extension~~Our ability ~~Period, subject~~ to ~~applicable~~amend ~~law~~the ~~and~~terms asof ~~further~~the ~~described~~warrants ~~herein. In~~with nothe ~~other~~consent ~~circumstances~~of ~~will~~ a ~~shareholder~~majority ~~have any right or interest~~ of ~~any~~the ~~kind~~then-outstanding inpublic ~~the~~warrants ~~trust~~is ~~account~~unlimited. ~~Holders~~ Examples of ~~warrants~~such ~~will~~amendments ~~not have~~could ~~any~~be ~~right~~amendments to, ~~the~~among ~~proceeds~~other ~~held~~things, inincrease the ~~trust~~exercise ~~account~~price ~~with~~of ~~respect to~~ the warrants~~. Accordingly~~, toshorten ~~liquidate~~the ~~your~~exercise ~~investment, you~~period ~~may~~or bedecrease ~~forced~~the tonumber ~~sell~~of ~~your~~shares ~~public~~of ~~shares~~a orcombined ~~warrants,~~company’s ~~potentially~~securities atpurchasable upon exercise of a ~~loss~~warrant.

~~We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.~~39

WeBecause ~~have~~we ~~the~~are ~~ability~~incorporated tounder ~~redeem~~the ~~outstanding~~laws ~~warrants at any time after they become exercisable and prior to their expiration, at a price~~ of ~~$0.01 per warrant if, and only if,~~ the ~~reported~~Cayman ~~last sale price of~~Islands, ~~the~~you ~~Class~~may Aface ~~ordinary~~difficulties ~~shares~~in ~~equals~~protecting oryour ~~exceeds $18.00 per share (as adjusted for share sub-divisions~~interests, ~~share capitalizations, reorganizations~~ and ~~recapitalizations),~~your ~~for~~ability ~~any~~to 20protect ~~trading~~your ~~days~~rights ~~within~~through ~~a 30 trading day period commencing after~~ the ~~warrants~~U.S. ~~become~~federal ~~exercisable~~courts ~~and~~may ~~ending~~be ~~on the third business day prior to the notice of redemption to warrant holders~~limited.

IfWe ~~and~~are ~~when~~an exempted company incorporated under the ~~warrants~~laws ~~become~~of ~~redeemable~~the byCayman Islands. usAs a result, weit may ~~exercise~~be difficult for investors to effect service of process within the United States upon our directors or officers, ~~redemption~~or ~~right~~enforce ~~even~~judgments ifobtained wein the United States courts against our directors or officers. Our corporate affairs are ~~unable~~governed toby ~~register~~our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or ~~qualify~~amended from time to time) and the ~~underlying~~common ~~securities~~law ~~for~~of ~~sale~~the Cayman Islands. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under ~~all~~Cayman ~~applicable~~Islands ~~state~~law ~~securities~~are to a large extent governed by the common law of ~~laws~~the Cayman Islands. ~~Redemption~~The common law of the ~~outstanding~~Cayman ~~warrants~~Islands ~~could~~is ~~force~~derived ~~you~~in ~~to:~~part ~~(1)~~from ~~exercise~~comparatively ~~your~~limited ~~warrants~~judicial ~~and~~precedent ~~pay~~in the ~~exercise~~Cayman Islands ~~price~~as ~~therefor~~well atas from English common law, the decisions of whose courts are of persuasive authority, but are not binding on a ~~time~~court ~~when~~in itthe ~~may~~Cayman beIslands. ~~disadvantageous~~We ~~for~~are ~~you~~also subject to dothe ~~so;~~federal ~~(2)~~securities ~~sell~~laws ~~your~~of ~~warrants~~the atUnited States. The rights of our shareholders and the fiduciary ~~then-current~~responsibilities ~~market~~of ~~price~~our ~~when~~directors ~~you~~under ~~might~~Cayman ~~otherwise~~Islands ~~wish to~~law ~~hold~~are ~~your~~different ~~warrants;~~from what they would be under statutes or ~~(3)~~judicial precedent ~~accept~~in some jurisdictions in the ~~nominal~~United ~~redemption~~States. ~~price~~In ~~which~~particular, at the ~~time~~Cayman Islands has a different body of securities laws as compared to the ~~outstanding~~United ~~warrants~~States, ~~are~~and ~~called~~certain ~~for~~states, ~~redemption~~such as Delaware, may have more fully developed and judicially interpreted bodies of corporate islaw. ~~likely~~In addition, Cayman Islands companies may not have standing to beinitiate ~~substantially~~a ~~less~~shareholders ~~than~~derivative ~~the~~action ~~market~~in ~~value~~a Federal court of ~~your~~the United ~~warrants~~States.

~~The~~We ~~value~~have ~~received~~been advised by our Cayman Islands legal counsel that the courts of the Cayman Islands are unlikely (i) to recognize or enforce against us judgments of courts of the United States predicated upon ~~exercise~~the civil liability provisions of the ~~warrants~~federal securities laws of the United States or any state; and (1ii) ~~may~~in beoriginal ~~less~~actions ~~than~~brought in the Cayman Islands, to impose liabilities against us predicated upon the ~~value~~civil liability provisions of the ~~holders~~federal ~~would~~securities ~~have~~laws ~~received~~of ifthe United ~~they~~States ~~had~~or ~~exercised~~any ~~their~~state, ~~warrants~~so atfar as the liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands recognize and enforce a ~~later~~foreign ~~time~~money ~~where~~judgment of a foreign court of competent jurisdiction without retrial on the ~~underlying~~merits ~~share~~based ~~price~~on isthe ~~higher~~principle that a judgment of a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive ~~(2)~~and ~~may~~for a liquidated sum, and must not ~~compensate~~be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the ~~holders~~same ~~for~~matter, impeachable on the ~~value~~grounds of fraud or obtained in a manner, or be of a kind the ~~warrants~~enforcement of which is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

~~Even~~As ifa weresult ~~consummate~~of all of the ~~WHC~~above, ~~Business~~public ~~Combination~~shareholders ormay ~~other~~have ~~business~~more ~~combination,~~difficulty ~~our~~in ~~publicly~~protecting ~~traded~~their ~~warrants~~interests ~~may~~in ~~never~~the beface inof ~~the~~actions ~~money~~taken by management, ~~and~~members of the board of directors or controlling shareholders than they ~~may~~would ~~expire~~as ~~worthless~~public shareholders of a United States company.

~~The~~Our ~~exercise~~amended ~~price~~and ~~for~~restated ~~our~~memorandum ~~public warrants is $11.50 per share. There can be no assurance that the public warrants will be in the money prior to their expiration~~ and, asarticles ~~such, the warrants may expire worthless. The terms~~ of ~~public warrants may be amended in a manner that may be adverse to the holders. The Warrant Agreement between Continental,~~association asprovide ~~warrant agent, and us, provides~~ that ~~the~~unless ~~terms~~we ~~of the warrants may be amended without the~~ consent ~~of any holder~~ to ~~cure~~an ~~any~~alternate ~~ambiguity or correct any defective provision~~forum, ~~but requires~~ the ~~approval~~federal bydistrict ~~the~~courts ~~holders~~ of ~~a majority of~~ the ~~then-outstanding public~~United ~~warrants to~~States ~~make~~shall ~~any~~be ~~change that adversely affects~~ the ~~interests~~exclusive offorum ~~the registered holders. Accordingly, we may amend the terms~~ of ~~the warrants~~ inresolution ~~a manner adverse to a holder if holders~~ of atany ~~least~~claims aarising ~~majority~~under of the ~~then-outstanding public~~Securities warrants approve of such amendment. Our ability to amend the terms of the warrants with the consent of a majority of the then-outstanding public warrants is unlimited. Examples of such amendments could be amendments toAct, ~~among~~which ~~other~~may ~~things,~~impose ~~increase~~additional ~~the~~litigation ~~exercise~~costs ~~price~~on ofour ~~the warrants, shorten the exercise period or decrease the number of shares of New WHC Class A common stock purchasable upon exercise of a warrant~~shareholders.

42Our amended and restated memorandum and articles of association provide that, unless we consent otherwise, the federal district courts of the United States shall be the exclusive forum for the resolution of any claims arising under the Securities Act (for the sake of clarification, this provision does not apply to causes of action arising under the Exchange Act). While this provision of our amended and restated memorandum and articles of association does not restrict the ability of our shareholders to bring claims under the Securities Act, nor does it affect the remedies available thereunder if such claims are successful, we recognize that it may limit shareholders’ ability to bring a claim in a judicial forum that they find favorable and may increase certain litigation costs which may discourage the filing of claims under the Securities Act against us, our directors and our officers. However, the enforceability of similar forum provisions in other companies’ organizational documents has been challenged in legal proceedings and there is uncertainty as to whether courts would enforce the exclusive forum provisions in our amended and restated articles of association. If a court were to find the choice of forum provision contained in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations.

Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. Federal courts may be limited.40

We are an exempted company incorporated under the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers. Our ~~corporate affairs are governed by our~~ amended and restated ~~memorandum and~~ articles of association, ~~the~~provide ~~Companies Act (as the same may be supplemented or amended from time to~~that ~~time)~~unless ~~and~~we ~~the~~consent ~~common law of the Cayman Islands. The rights of shareholders to take action against the directors~~otherwise, ~~actions by minority shareholders and~~ the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions of whose courts ~~are~~ of ~~persuasive authority, but are not binding on a court in~~ the Cayman Islands. Weshall ~~are~~have ~~also~~sole ~~subject~~and toexclusive ~~the~~jurisdiction ~~federal~~for ~~securities~~all ~~laws~~disputes ofbetween ~~the United States. The rights of~~ our company ~~shareholders~~ and ~~the fiduciary responsibilities of~~ our ~~directors~~shareholders under ~~Cayman Islands law are different from what they would be under statutes or judicial precedent in some jurisdictions in~~ the ~~United~~Companies ~~States~~Act. In particular, the Cayman Islands has a different body of securities laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the United States.

WeUnless ~~have~~we ~~been~~consent ~~advised~~otherwise, bythe ~~our~~courts of the Cayman Islands ~~legal~~shall have ~~counsel~~exclusive ~~that~~jurisdiction ~~the~~over ~~courts~~ any claim or dispute arising out of or in connection with our memorandum and articles of association or otherwise related in any way to each shareholder’s shareholding in the ~~Cayman~~company, ~~Islands~~including ~~are~~but ~~unlikely~~not limited to (i) toany ~~recognize~~derivative action or ~~enforce~~proceeding ~~against~~brought uson ~~judgments~~behalf of ~~courts~~our ofcompany, ~~the~~(ii) ~~United~~any ~~States~~action ~~predicated~~asserting ~~upon~~a ~~the civil~~claim ~~liability~~of ~~provisions~~breach of ~~the~~fiduciary ~~federal~~duty ~~securities~~owed ~~laws~~by any director, officer or other employee of ~~the~~our ~~United~~company ~~States~~to our company or ~~any~~our ~~state;~~company’s ~~and~~shareholders, or (iiiii) inany ~~original~~action ~~actions~~asserting ~~brought~~a inclaim ~~the~~arising ~~Cayman~~pursuant ~~Islands,~~ to ~~impose~~any ~~liabilities~~provision ~~against~~of usthe ~~predicated~~Companies ~~upon~~Act ~~the~~and ~~civil~~each ~~liability~~shareholder ~~provisions~~shall ofbe deemed to have irrevocably submitted to the ~~federal~~exclusive ~~securities~~jurisdiction of ~~laws~~the courts of the ~~United~~ ~~States~~Cayman Islands over all such claims or disputes. Without prejudice to any ~~state~~other rights or remedies that we may have, each soshareholder ~~far~~shall asalso ~~the~~be ~~liabilities~~deemed ~~imposed~~to byhave ~~those~~acknowledged ~~provisions~~and ~~are~~agreed ~~penal~~that indamages ~~nature.~~alone Inwould ~~those~~not ~~circumstances,~~be ~~although~~an adequate remedy for any breach ~~there~~of isthis noexclusive ~~statutory~~forum ~~enforcement~~provision in ~~the~~our ~~Cayman~~memorandum ~~Islands~~and ofarticles ~~judgments~~and ~~obtained~~that inaccordingly ~~the~~we ~~United~~will ~~States~~be entitled, ~~the~~without ~~courts~~proof of special damages, to the ~~Cayman~~remedies ~~Islands~~of ~~recognize and~~injunction, ~~enforce~~specific aperformance ~~foreign~~or ~~money~~other ~~judgment~~equitable ofrelief afor ~~foreign~~any ~~court~~threatened ofor ~~competent~~actual ~~jurisdiction~~breach ~~without~~of ~~retrial~~this onprovision. ~~the~~This exclusive ~~merits~~forum ~~based~~provision onis ~~the~~intended ~~principle that~~to aapply ~~judgment~~to ofclaims aarising ~~competent~~under ~~foreign~~Cayman ~~court~~Islands ~~imposes~~law ~~upon~~and ~~the~~would ~~judgment~~not ~~debtor~~apply anto ~~obligation~~claims brought pursuant to ~~pay~~the Securities Act or the ~~sum~~Exchange Act or any other claim for which ~~judgment~~U.S. ~~has~~federal ~~been given~~courts ~~provided~~would ~~certain~~have ~~conditions~~exclusive ~~are met~~jurisdiction. ~~For~~Such aexclusive forum ~~foreign~~provision ~~judgment~~in toour beamended ~~enforced~~and inrestated ~~the~~memorandum ~~Cayman~~and ~~Islands,~~articles ~~such~~of ~~judgment~~association ~~must~~does benot ~~final~~relieve ~~and~~our company of its duties to comply ~~conclusive~~with federal securities laws and ~~for~~the arules ~~liquidated~~and ~~sum~~regulations thereunder, and ~~must~~shareholders ~~not~~of beour incompany ~~respect~~are ofnot ~~taxes~~deemed orto ahave ~~fine~~waived orour compliance ~~penalty~~with these laws, ~~inconsistent~~rules ~~with~~and regulations. This exclusive forum provision may limit a ~~Cayman~~shareholder’s ~~Islands~~ability ~~judgment~~to bring a claim in ~~respect~~a judicial forum of ~~the~~its ~~same~~choosing ~~matter,~~for ~~impeachable~~disputes onwith ~~the~~our ~~grounds~~company ofor ~~fraud~~our directors or ~~obtained~~officers inwhich amay ~~manner,~~discourage orlawsuits beagainst ofour company, aour ~~kind~~directors, ~~the~~and ~~enforcement~~our ofofficers. ~~which~~However, there is~~, contrary~~ uncertainty as to ~~natural~~whether ~~justice~~courts orwould enforce the ~~public~~exclusive ~~policy~~forum provisions in our amended and restated memorandum and articles of ~~the~~association. ~~Cayman~~If ~~Islands~~a ~~(awards~~court were to find the choice of ~~punitive~~forum orprovision ~~multiple~~contained ~~damages~~in our ~~may~~amended ~~well~~and berestated ~~held~~memorandum and articles of association to be ~~contrary~~ toinapplicable ~~public~~or ~~policy).~~unenforceable Ain ~~Cayman~~an ~~Islands~~action, ~~Court~~we may ~~stay~~incur ~~enforcement~~additional costs ~~proceedings~~associated ifwith ~~concurrent~~resolving ~~proceedings~~such ~~are~~action ~~being~~in ~~brought~~other ~~elsewhere~~jurisdictions, which could materially adversely affect our business, financial condition and results of operations.

AsAn ainvestment ~~result~~in ofour ~~all~~securities ~~of the above, public shareholders~~ may ~~have~~result ~~more difficulty~~ in ~~protecting~~uncertain ~~their interests in the face of actions taken by management, members of the board of directors~~ or ~~controlling~~adverse ~~shareholders~~United ~~than~~States ~~they~~federal ~~would~~income astax ~~public shareholders of a United States company~~consequences.

~~Our~~An ~~amended~~investment ~~and~~in ~~restated~~our ~~memorandum~~securities ~~and~~may ~~articles~~result ofin ~~association~~uncertain United States ~~provide~~federal income tax consequences. For instance, because there are no authorities that ~~unless~~directly weaddress ~~consent~~instruments similar to anthe ~~alternate~~units that ~~forum~~we issued in our initial public offering, the ~~federal~~allocation ~~district~~an ~~courts~~investor makes with respect to the purchase price of a unit between the Class ~~United~~A ~~States~~ordinary ~~shall~~share and the one-half warrant to purchase Class A ordinary shares included in each unit could be challenged by the ~~exclusive~~IRS or ~~forum~~the courts. Furthermore, the U.S. federal income tax consequences of ~~resolution~~ a cashless exercise of ~~any~~warrants ~~claims~~included ~~arising~~in the units we are issuing in our initial public offering is unclear under ~~the~~current ~~Securities~~law. ~~Act~~Finally, ~~which~~it ~~may~~is ~~impose~~unclear ~~additional~~whether ~~litigation~~the ~~costs~~redemption onrights with respect to our ordinary ~~shareholders~~shares suspend the running of a U.S. holder’s holding period for purposes of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is a long-term capital gain or loss and for determining whether any dividend we pay would be considered “qualified dividends” for United States federal income tax purposes. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities.

Our amended and restated memorandum and articles of association provide that, unless we consent otherwise, the federal district courts of the United States shall be the exclusive forum for the resolution of any claims arising under the Securities Act (for the sake of clarification, this provision does not apply to causes of action arising under the Exchange Act). While this provision of our amended and restated memorandum and articles of association does not restrict the ability of our shareholders to bring claims under the Securities Act, nor does it affect the remedies available thereunder if such claims are successful, we recognize that it may limit shareholders’ ability to bring a claim in a judicial forum that they find favorable and may increase certain litigation costs which may discourage the filing of claims under the Securities Act against us, our directors and our officers. However, the enforceability of similar forum provisions in other companies’ organizational documents has been challenged in legal proceedings and there is uncertainty as to whether courts would enforce the exclusive forum provisions in our amended and restated articles of association. If a court were to find the choice of forum provision contained in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operations.41

43If we do not consummate an initial business combination by December 20, 2024 (or prior to the end of any additional extension period, if applicable), our public shareholders may be forced to wait until after December 20, 2024 before redemption from the trust account.

~~Our~~If we are unable to consummate our initial business combination by December 20, 2024 (as such date may be extended pursuant to our amended and restated memorandum and articles of association), ~~provide~~we ~~that~~will ~~unless~~distribute wethe ~~consent~~aggregate ~~otherwise~~amount then on deposit in the trust account, including interest earned on the ~~courts~~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 the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described in this proxy statement/prospectus. Any redemption of public shareholders from the trust account shall be affected automatically by function of the amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with Cayman Islands ~~shall~~law. ~~have~~In ~~sole~~that case, investors may be forced to wait beyond December 20, 2024 (as such date may be extended pursuant to our amended and ~~exclusive~~restated ~~jurisdiction~~memorandum ~~for~~and ~~all~~articles of ~~disputes~~association), ~~between~~before the redemption proceeds of the trust account become available to them, and they receive the return of their pro rata portion of the proceeds from the trust account. We have no obligation to return funds to investors prior to the date of our redemption ~~company~~or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their public shares. Only upon our redemption or any liquidation will public shareholders ~~under~~be entitled to distributions if we do not complete our initial business combination and do not amend our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the ~~Companies~~consummation ~~Act~~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.

~~Unless~~If wea consent otherwise, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with our memorandum and articles of association or otherwise related in any way to each shareholder’s ~~shareholding~~fails ~~in the company, including but not limited~~ to ~~(i)~~receive ~~any~~notice ~~derivative action or proceeding brought on behalf~~ of our ~~company,~~offer ~~(ii)~~to ~~any action asserting a claim of breach of fiduciary duty owed by any director,~~redeem ~~officer or other employee of~~ our ~~company~~public toshares ~~our~~in ~~company~~connection orwith our ~~company’s~~initial ~~shareholders,~~business or (iii) any action asserting a claim arising pursuant to any provision of the Companies Act and each shareholder shall be deemed to have irrevocably submitted to the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes. Without prejudice to any other rights or remedies that we may havecombination, ~~each~~ shareholder shall also be deemed to have acknowledged and agreed that damages alone would not be an adequate remedy for any breach of this exclusive forum provision in our memorandum and articles and that accordingly we will be entitled, without proof of special damages, to the remedies of injunction, specific performance or ~~other~~fails ~~equitable relief for any threatened or actual breach of this provision. This exclusive forum provision is intended~~ to ~~apply~~comply towith ~~claims arising under Cayman Islands law and would not apply to claims brought pursuant to~~ the ~~Securities~~procedures ~~Act or the Exchange Act or any other claim~~ for ~~which~~tendering ~~U.S. federal courts would have exclusive jurisdiction. Such exclusive forum provision in our amended and restated memorandum and articles of association does not relieve our company of~~ its ~~duties to comply with federal securities laws and the rules and regulations thereunder~~shares, ~~and shareholders of our company are not deemed to have waived our~~ ~~compliance~~such ~~with~~shares ~~these laws, rules and regulations. This exclusive forum provision~~ may ~~limit~~not a shareholder’s ability to bring a claim in a judicial forum of its choosing for disputes with our company or our directors or officers which may discourage lawsuits against our company, our directors, and our officers. However, there is uncertainty as to whether courts would enforce the exclusive forum provisions in our amended and restated memorandum and articles of association. If a court were to find the choice of forum provision contained in our amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition and results of operationsredeemed.

AnWe ~~investment~~will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our ~~securities~~initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our tender offer or proxy materials, as applicable, such shareholder may ~~result~~not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our public shares in ~~uncertain~~connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or ~~adverse~~redeem public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. ~~United~~See ~~States~~“Item ~~federal~~1. ~~income~~Business- ~~tax~~Effecting ~~consequences~~a Business Combination- Redemption Rights.”

AnThe ~~investment~~warrants inthat ~~our securities may result in uncertain United States federal income tax consequences. For instance, because there~~ are nopart ~~authorities~~of ~~that directly address instruments similar to~~ the units that we ~~issued~~offered ~~in our initial public offering~~publicly, ~~the allocation an investor makes with respect to the purchase price of a unit between the~~ ~~Class A ordinary share~~ and the ~~one-half~~warrants ~~warrant~~that toare ~~purchase~~part ~~Class A ordinary shares included in each unit could be challenged by the IRS or the courts. Furthermore, the U.S. federal income tax consequences~~ of ~~a cashless exercise of warrants included in~~ the units that we ~~are~~issued ~~issuing in our initial public offering is unclear under current law. Finally~~privately, ittogether iswith ~~unclear~~our ~~whether~~grant ~~the~~of ~~redemption~~registration rights ~~with respect~~ to our ~~ordinary~~ ~~shares~~sponsor ~~suspend~~and others, ~~the~~may ~~running~~have ofan aadverse ~~U.S.~~effect ~~holder’s holding period for purposes of determining whether any gain or loss realized by such holder~~ on the ~~sale~~market orprice ~~exchange~~ of our Class A ordinary shares ~~is a long-term capital gain or loss~~ and ~~for~~may ~~determining~~make ~~whether~~it ~~any dividend~~more wedifficult ~~pay would be considered “qualified dividends”~~ for ~~United~~us ~~States~~to ~~federal income tax purposes. Prospective investors~~complete ~~are~~our ~~urged~~initial tobusiness ~~consult their tax advisors with respect to these and other tax consequences when purchasing, holding or disposing of our securities~~combination.

44We issued warrants to purchase 10,000,000 of our ordinary shares at a price of $11.50 per share (subject to adjustment as provided herein), as part of the 20,000,000 units that we sold as part of our initial public offering. Furthermore, simultaneously with the closing of our initial public offering, we issued to our sponsor in a private placement an aggregate of 472,858 private warrants, as part of 945,715 private units. Each warrant is exercisable to purchase one ordinary share at a price of $11.50 per share, subject to adjustment as provided herein. In addition, if our sponsor makes any working capital loans, up to $1,500,000 of such loans may be converted into warrants, at a price of $1.00 per warrant, at the option of the lender. Such warrants would be identical to the private warrants.

IfPursuant to an agreement that was entered into concurrently with the issuance and sale of the securities in our initial public offering, our sponsor, management team and their permitted transferees can demand that we doregister ~~not~~the ~~consummate~~resale anof their founders shares beginning at the time of our initial business combination. byIn ~~June~~addition, our sponsor, 20as the holder of our private units, ~~2023~~and its permitted transferees, can demand that we register the resale of the private units (private shares and/or ~~prior~~private towarrants) and the ~~end~~issuance of ~~any~~the ~~additional~~Class ~~Extension~~A ~~Period,~~ordinary ifshares ~~applicable),~~issuable ~~our~~upon ~~public~~exercise ~~shareholders~~of the private warrants. Holders of warrants that may be ~~forced~~issued toupon ~~wait~~conversion ~~until after~~of ~~June~~working ~~20,~~capital ~~2023~~loans ~~before~~may ~~redemption~~demand ~~from~~that we register the ~~trust~~resale ~~account~~of those warrants, or the issuance of Class A ordinary shares upon exercise of those warrants.

If we are unable to consummate our initial business combination by June 20, 2023 (as such date may be extended pursuant to our amended and restated memorandum and articles of association), we will distribute 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 the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described in this proxy statement/prospectus. Any redemption of public shareholders from the trust account shall be affected automatically by function of the amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with Cayman Islands law. In that case, investors may be forced to wait beyond June 20, 2023 (as such date may be extended pursuant to our amended and restated memorandum and articles of association), before the redemption proceeds of the trust account become available to them, and they receive the return of their pro rata portion of the proceeds from the trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their public 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 our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.42

IfThe apotential ~~shareholder~~issuance ~~fails~~of shares underlying our various groups of warrants, together with the foregoing registration rights with respect to ~~receive~~those ~~notice~~shares and other shares, allows, potentially, a significant, additional number of our ~~offer~~Class A ordinary shares to ~~redeem~~become available for trading in the public market. That potential development may have an adverse effect on the market price of our ~~public~~Class A ordinary shares ineven ~~connection~~without ~~with~~there being actual additional issuances or resales. In addition, the existence of the registration rights may make our initial business combination, more costly or ~~fails~~difficult to ~~comply~~conclude. ~~with~~The shareholders of the ~~procedures~~target business may increase the equity stake they seek in the combined entity or ask for ~~tendering~~more ~~its~~cash ~~shares,~~consideration to offset the ~~such~~negative impact on the market price of our Class A ordinary shares ~~may~~that ~~not~~is expected from the potential resale of the Class A ordinary shares owned by our sponsor, or issuable upon exercise of the private warrants or conversion of working capital loans that may be ~~redeemed~~provided by our sponsor, or by permitted transferees of those securities. Those resales are enabled by the registration rights.

WeThe ~~will~~Excise ~~comply~~Tax ~~with~~included ~~the tender offer rules or proxy rules, as applicable, when conducting redemptions~~ in ~~connection~~the ~~with~~Inflation ~~our~~Reduction ~~initial~~Act ~~business~~of ~~combination. Despite our compliance with these rules, if a shareholder~~2022 ~~fails to receive our tender offer or proxy materials, as applicable, such shareholder~~ may ~~not~~decrease ~~become aware of~~ the ~~opportunity~~value ~~to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders~~ of our ~~public~~securities ~~shares in~~following ~~connection with~~ our initial business combination, ~~will~~hinder ~~describe~~our ~~the~~ability ~~various~~to ~~procedures~~consummate ~~that~~an ~~must~~initial ~~be complied with in order to validly~~business ~~tender~~combination, orand ~~redeem~~decrease ~~public shares. In~~ the ~~event~~amount ~~that~~of afunds ~~shareholder~~available ~~fails~~for ~~to comply with these procedures, its shares may not be redeemed~~distribution. ~~See “Item 1. Business— Effecting a Business Combination— Redemption Rights.”~~

~~The~~On ~~warrants~~August ~~that~~16, ~~are~~2022, ~~part~~President Biden signed into law the Inflation Reduction Act of 2022, which, among other things, imposes a 1% excise tax on the ~~units~~fair ~~that~~market wevalue ~~offered~~of stock repurchased by certain domestic publicly traded corporations occurring on or after January 1, 2023, with certain exceptions (the “Excise Tax”). However, for purposes ~~and~~of calculating the ~~warrants~~Excise ~~that~~Tax, repurchasing corporations are ~~part~~permitted to net the fair market value of certain new stock issuances against the ~~units~~fair ~~that~~market wevalue ~~issued~~of ~~privately~~stock repurchases during the same taxable year. The Excise Tax is imposed on the repurchasing corporation itself, not ~~together~~its ~~with~~shareholders ~~our~~from ~~grant~~which shares are repurchased. The U.S. Department of ~~registration~~the ~~rights~~Treasury (the “Treasury Department”) has authority to ~~our~~promulgate ~~sponsor~~regulations and provide other guidance regarding the ~~others~~Excise Tax. In December 2022, ~~may~~the ~~have~~Treasury anDepartment ~~adverse~~issued ~~effect~~Notice 2023-2, indicating its intention to propose such regulations and issuing certain interim rules on which taxpayers may rely. Under the ~~market~~interim ~~price~~rules, liquidating distributions made by publicly traded domestic corporations are exempt from the Excise Tax. In addition, any redemptions that occur in the same taxable year as a liquidation is completed will also be exempt from such tax. Accordingly, redemptions of our ~~Class~~Public AStock ~~ordinary~~in ~~shares~~connection with an amendment to our amended and ~~may~~restated certificate ~~make~~of itincorporation ~~more~~or ~~difficult~~in ~~for~~connection with an initial business combination may subject us to ~~complete~~the Excise Tax unless one of the ~~our~~two ~~initial~~exceptions ~~business~~above ~~combination~~apply.

WeAny ~~issued~~redemption ~~warrants~~or toother ~~purchase~~repurchase ~~10,000,000~~that ofwe ~~our~~make ~~ordinary~~may ~~shares~~be ~~at a~~subject ~~price~~to ofthe Excise ~~$11~~Tax.50 ~~per~~Whether

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