~~Table~~UNITED STATES ~~of Contents~~

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

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

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

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

~~(Mark~~For the ~~One)~~fiscal year ended December 31, 2024

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

~~For~~☐ TRANSITION ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION ~~December~~13 ~~31,~~OR ~~2023~~15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

ORFor the transition period from to .

☐Commission file ~~TRANSITION~~number ~~REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~001-41135

~~For~~TARGET GLOBAL ~~the~~ACQUISITION ~~transition~~I ~~period from to~~ CORP.

~~001-41135~~(Exact Name of Registrant as Specified in Its Charter)

~~TARGET~~CAYMAN ~~GLOBAL~~ISLANDS ~~ACQUISITION~~N/A I(State ~~CORP~~or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)

~~(Exact~~PO ~~Name~~BOX 10176, ofGOVERNOR’S ~~Registrant as Specified in Its Charter)~~ SQUARE

~~CAYMAN~~23 ~~ISLANDS~~LIME TREE ~~N/A~~BAY ~~(State or Other Jurisdiction ofIncorporation or Organization) (I.R.S. EmployerIdentification Number)~~AVENUE

~~PO BOX 10176~~GRAND CAYMAN, ~~GOVERNOR’S SQUARE~~KY1-1002,

~~23 LIME TREE BAY AVENUE~~CAYMAN ISLANDS

~~GRAND~~(Address of ~~CAYMAN~~Principal Executive Offices)

~~KY1-1002,~~+1 345 814 5772

~~CAYMAN~~(Registrant’s telephone ~~ISLANDS~~number, including area code)

~~(Address~~Securities registered ofpursuant ~~Principal~~to ~~Executive Offices~~Section 12(b) of the Act:

+1 345 814 5772

Title of Each Class	Trading symbol(s)	Name of Each Exchange on Which Registered
Class A ordinary shares, par value $0.0001 per share	TGAAF	N/A
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	TGAWF	N/A
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	TGAUF	N/A

~~(Registrant’s~~Securities registered ~~telephone~~pursuant ~~number,~~to ~~including~~Section 12(g) ~~area~~of ~~code)~~the Act:

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

Title of Each Class	Tradingsymbol(s)	Name of Each Exchangeon Which Registered
Class A ordinary shares, par value $0.0001 per share	TGAA	The Nasdaq Stock Market LLC
Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	TGAAW	The Nasdaq Stock Market LLC
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	TGAAU	The Nasdaq Stock Market LLC

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

~~Securities~~Indicate by ~~registered~~check mark if the Registrant is not required to file reports pursuant to Section 1213 or Section 15(gd) of the Act:. Yes ☐ No ☒

~~None~~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 ifwhether the Registrant ishas asubmitted ~~well-known~~electronically ~~seasoned~~every ~~issuer,~~Interactive asData ~~defined~~File inrequired to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the ~~Securities~~preceding ~~Act~~12 months (or for such shorter period that the Registrant was required to submit such files). Yes ~~☐ No~~ ☒ No ☐

Indicate by check mark ifwhether the Registrant is ~~not~~a ~~required~~large toaccelerated ~~file~~filer, ~~reports~~an ~~pursuant~~accelerated tofiler, ~~Section 13~~a non-accelerated filer, a smaller reporting company, or ~~Section 15(d)~~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. ~~Yes ☐ No ☒~~

~~Indicate~~Large byaccelerated ~~check~~filer ~~mark~~☐ ~~whether~~Accelerated ~~the~~filer ~~Registrant~~☐ ~~(1) has~~Non-accelerated ~~filed~~filer ~~all~~☒ ~~reports~~Smaller ~~required~~reporting tocompany be☒ ~~filed~~Emerging bygrowth ~~Section 13~~company 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 ☐~~

~~S-T~~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. ☐

~~non~~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-~~accelerated~~Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

~~12b-2~~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. ☐

~~Large~~Indicate ~~accelerated~~by ~~filer~~check ☐mark whether ~~Accelerated~~any ~~filer~~of ☐those ~~Non~~error corrections are restatements that required a recovery analysis of incentive-~~accelerated~~based ~~filer~~compensation ☒received by ~~Smaller~~any ~~reporting~~of ~~company~~the ☒registrant’s ~~Emerging~~executive ~~growth~~officers ~~company~~during ☒the relevant recovery period pursuant to §240.10D-1(b). ☐

~~If an emerging growth company, indicate~~ Indicate by check mark ifwhether the Registrant ~~has~~is ~~elected~~a ~~not~~shell tocompany ~~use~~(as ~~the~~defined ~~extended~~in ~~transition~~Rule ~~period~~12b-2 ~~for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)~~ of the ~~Exchange~~ Act). ☐ Yes ☒ No ☐

~~Indicate~~As byof ~~check~~June 30, ~~mark~~2024 ~~whether~~ (the ~~Registrant~~last ~~has~~business ~~filed~~day of athe ~~report on and attestation to its management~~Registrant’s ~~assessment~~most ofrecently ~~the~~completed ~~effectiveness~~second offiscal ~~its~~quarter) ~~internal~~the ~~control~~aggregate ~~over~~market ~~financial~~value ~~reporting~~of ~~under~~the ~~Section~~Registrant’s Class ~~404(b)~~A ordinary ofshares ~~the~~held ~~Sarbanes~~by non-~~Oxley~~affiliates ~~Act~~was $44,653,397 (15based ~~U.S.C.~~on ~~7262(b)) by~~ the ~~registered~~closing ~~public~~price ~~accounting~~of ~~firm~~$11.35 ~~that~~per ~~prepared~~share oron ~~issued~~such ~~its~~date ~~audit~~reported ~~report~~on Nasdaq. ☐

IfAs ~~securities~~of ~~are~~April ~~registered~~16, ~~pursuant~~2025, ~~to Section~~7,128,431 Class ~~12(b)~~A ofordinary ~~the Act~~shares, ~~indicate~~par byvalue ~~check~~$0.0001 ~~mark~~per ~~whether~~share, ~~the~~and ~~financial~~25,000 ~~statements~~Class B ofordinary ~~the~~shares, ~~registrant~~par ~~included~~value in$0.0001 ~~the~~per ~~filing~~share, ~~reflect the correction of an error to previously~~ were issued ~~financial~~and ~~statements~~outstanding, respectively. ☐

~~§240.10D-1(b). ☐~~DOCUMENTS INCORPORATED BY REFERENCE

~~12b-2~~None.

~~non-affiliates~~Auditor Firm Id: PCAOB ID 688 Auditor Name: Marcum LLP Auditor Location: Houston, Texas

~~10-K,~~TABLE OF CONTENTS

DOCUMENTS INCORPORATED BY REFERENCE

		PAGE
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY		iv
PART I		1
Item 1. Business		1
Item 1A. Risk Factors		19
Item 1B. Unresolved Staff Comments		60
Item 1C. Cybersecurity		60
Item 2. Properties		60
Item 3. Legal Proceedings		60
Item 4. Mine Safety Disclosures		60
PART II		61
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		61
Item 6. [Reserved]		63
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		63
Item 7A. Quantitative and Qualitative Disclosures about Market Risk		71
Item 8. Financial Statements and Supplementary Data		71
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		71
Item 9A. Controls and Procedures		71
Item 9B. Other Information		72
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		72
PART III		73
Item 10. Directors, Executive Officers and Corporate Governance		73
Item 11. Executive Compensation		83
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		84
Item 13. Certain Relationships and Related Transactions, and Director Independence		87
Item 14. Principal Accountant Fees and Services		90
PART IV		91
Item 15. Exhibits and Financial Statement Schedules		91
Item 16. Form 10-K Summary		94
INDEX TO FINANCIAL STATEMENTS		F-1

~~None.~~ i

~~Auditor~~CERTAIN ~~Firm~~TERMS ~~Id: PCAOB ID 688 Auditor Name: Marcum LLP Auditor Location: Houston, Texas~~

~~Table~~Unless ofotherwise ~~Contents~~stated in this Annual Report on Form 10-K (this “Annual Report”), references to:

~~TABLE~~“we,” OF“us,” ~~CONTENTS~~“our,” “company” or “our company” and “Acquiror” are to Target Global Acquisition I Corp., a Cayman Islands exempted company;

	PAGE
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY		iii
PART I		1
Item 1. Business		1
Item 1A. Risk Factors		11
Item 1B. Unresolved Staff Comments		41
Item 2. Properties		41
Item 3. Legal Proceedings		41
Item 4. Mine Safety Disclosures		41
PART II		42
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		42
Item 6. [Reserved]		44
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations		44
Item 7A. Quantitative and Qualitative Disclosures about Market Risk		49
Item 8. Financial Statements and Supplementary Data		49
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		49
Item 9A. Controls and Procedures		49
Item 9B. Other Information		50
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections		50
PART III		51
Item 10. Directors, Executive Officers and Corporate Governance		51
Item 11. Executive Compensation		59
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		60
Item 13. Certain Relationships and Related Transactions, and Director Independence		63
Item 14. Principal Accountant Fees and Services		65
PART IV		66
Item 15. Exhibits and Financial Statement Schedules		66
Item 16. Form 10-K Summary		67
INDEX TO FINANCIAL STATEMENTS		F-1

“Articles” or “amended and restated memorandum and articles of association” are to our Amended and Restated Memorandum and Articles of Association, as amended and restated from time to time;

~~Table~~“Assignment Agreement” are to the Securities Assignment Agreement, by and between the Original Sponsor, the Company and CIIG III, whereby the Original Sponsor sold, transferred and assigned 3,533,191 Class A ordinary shares of ~~Contents~~the Company and 17,500 Class B ordinary shares of the Company to CIIG III.

~~CERTAIN~~“BofA” ~~TERMS~~are to BofA Securities, Inc., one of the two underwriters of our IPO;

~~Unless~~“CIIG ~~otherwise~~III” ~~stated~~means inCIIG ~~this~~Management ~~Annual~~III, ~~Report on Form 10-K (this “Annual Report”)~~LLC, ~~references~~a ~~to:~~Delaware limited liability company.

“~~we,”~~Class A ~~“us,”~~ordinary ~~“our,~~shares” ~~“company” or “our company”~~ are to ~~Target~~our ~~Global~~Class A ~~Acquisition~~ordinary ~~I Corp.~~shares, apar ~~Cayman~~value ~~Islands~~$0.0001 ~~exempted~~per ~~company~~share;

“~~Articles”~~Class B orordinary ~~“amended and restated memorandum and articles of association~~shares” are to our ~~Amended~~Class B ~~and~~ordinary ~~Restated Memorandum and Articles of Association~~shares, aspar ~~amended~~value ~~from~~$0.0001 ~~time~~per ~~to time~~share;

“~~BofA~~Companies Act” are to ~~BofA~~the ~~Securities,~~Companies Act ~~Inc.,~~(As ~~one~~Revised) of the ~~two~~Cayman ~~underwriters~~Islands ofas ~~our~~the ~~IPO;~~same may be amended from time to time;

“~~Class A~~CST” ~~ordinary~~or ~~shares~~“Continental” are to ~~our~~Continental ~~Class~~Stock Transfer A& ~~ordinary~~Trust ~~shares~~Company, ~~par~~the ~~value~~trustee ~~$0.0001~~under ~~per~~the ~~share;~~Trust Agreement;

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

“~~Companies~~founder ~~Act~~shares” are to ~~the~~our ~~Companies~~Class B ~~Act~~ordinary ~~(As~~shares initially ~~Revised)~~issued to an affiliate of ~~the~~our ~~Cayman~~Original ~~Islands~~Sponsor and subsequently transferred to our Original Sponsor in a private placement prior to our IPO (as defined below) and the ~~same~~Class A ~~may~~ordinary shares that will be ~~amended~~issued ~~from~~upon ~~time~~the toautomatic conversion of the Class B ordinary shares at the time; of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt, such Class A ordinary shares will not be “public shares”);

“~~CST”~~initial ~~or “Continental~~shareholders” are to ~~Continental~~our ~~Stock~~Original ~~Transfer &~~Sponsor ~~Trust~~and other ~~Company,~~holders ~~the~~of ~~trustee~~our ~~under~~founder ~~the~~shares ~~Trust~~prior ~~Agreement;~~to our IPO;

“~~directors~~IPO” or “initial public offering” are to our ~~current~~initial ~~directors;~~public offering of units consummated on December 13, 2021;

“~~founder~~IPO ~~shares~~prospectus” are to ~~our~~the ~~Class B~~prospectus included ~~ordinary~~in ~~shares initially issued to an affiliate of~~ our ~~Sponsor~~registration ~~and~~statement ~~subsequently~~on ~~transferred~~Form toS-1 ~~our Sponsor in a private placement prior to our IPO~~ (asFile ~~defined below~~No. 333-253732) ~~and~~dated ~~the Class~~December A9, ~~ordinary~~2021, ~~shares~~which ~~that~~was ~~will~~declared beeffective by ~~issued upon~~ the ~~automatic~~SEC ~~conversion~~on ~~of the Class~~December ~~B ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of doubt~~9, ~~such Class A ordinary shares will not be “public shares”)~~2021;

“~~initial~~letter ~~shareholders~~agreement” ~~are~~refers to ~~our~~the ~~Sponsor~~letter agreement ~~and~~entered ~~other~~into ~~holders~~between ofus and our ~~founder~~initial ~~shares~~shareholders, ~~prior~~directors, toand ~~our~~officers ~~IPO;~~on December 8, 2021;

“~~IPO~~management” or ~~“initial~~our ~~public offering~~“management team” are to our ~~initial~~officers ~~public~~and ~~offering of units consummated on December 13, 2021~~directors;

“~~IPO~~Merger ~~prospectus~~Sub 1” ~~are~~is to ~~the~~Vital ~~prospectus~~Merger ~~included in our registration statement on Form S-~~Sub 1 ~~(File No~~Corp. ~~333-253732) dated December 9~~, ~~2021,~~a ~~which~~wholly-owned ~~was~~Delaware ~~declared~~corporation ~~effective~~of by the ~~SEC on December 9, 2021~~Company;

“~~letter~~Merger ~~agreement~~Sub 2” ~~refers~~is to ~~the~~Vital ~~letter~~Merger ~~agreement~~Sub ~~entered~~2 ~~into~~LLC, ~~between~~a uswholly-owned ~~and~~Delaware ~~our~~limited ~~initial~~liability ~~shareholders,~~company ~~directors,~~of the ~~and officers on December 8, 2021~~Company;

“~~management~~Nasdaq” ~~or our “management team”~~ are to ~~our~~the ~~officers~~Nasdaq ~~and~~Stock ~~directors~~Market;

“~~Nasdaq~~ordinary shares” are to ~~the~~our ~~Nasdaq~~Class A ordinary ~~Stock~~shares ~~Market;~~and our Class B ordinary shares;

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

“~~private~~Original ~~placement warrants~~Sponsor” ~~are~~is to ~~the~~Target ~~warrants issued to our~~ Global Sponsor inLtd., a ~~private~~Cayman ~~placement~~Islands ~~simultaneously~~exempted ~~with~~company the closing of our IPO and upon conversion of working capital loans and extension loans, if any, which private placement warrants, working capital warrants and extension warrants are identical to the warrants included in the units sold in our initial public offering, subject to certain limited ~~exceptions;~~by shares;

“~~public~~private ~~shares~~placement warrants” are to the warrants issued to our ~~Class A~~Original ~~ordinary~~Sponsor ~~shares~~in ~~sold~~a asprivate ~~part~~placement ofsimultaneously with the ~~units~~closing inof our IPO ~~(whether~~and ~~they~~upon ~~were~~conversion ~~purchased~~of inworking ~~our~~capital ~~IPO~~loans and orextension ~~thereafter~~loans, if any, which private placement warrants, working capital warrants and extension warrants are identical to the warrants included in the ~~open~~units ~~market);~~sold in our initial public offering, subject to certain limited exceptions;

“public ~~shareholders~~shares” are to ~~the holders of~~ our ~~public~~Class A ordinary shares, ~~including~~sold ~~our~~as ~~Sponsor~~part ~~and~~of ~~management team to~~ the ~~extent~~units ~~our~~in ~~Sponsor and/or members of~~ our ~~management~~IPO ~~team~~(whether ~~purchase~~they ~~public~~were ~~shares,~~purchased ~~provided~~in ~~that~~ our ~~Sponsor’s~~IPO ~~and~~or ~~each~~thereafter ~~member~~in ofthe ~~our~~open ~~management team’s status as a “public shareholder” shall only exist with respect to such public shares~~market);

“~~Sponsor~~public shareholders” isare to ~~Target~~the ~~Global~~holders of our public shares, including our Original Sponsor ~~Ltd.~~and management team to the extent our Original Sponsor and/or members of our management team purchase public shares, provided that our Original Sponsor’s and each member of our management team’s status as a ~~Cayman~~“public shareholder” ~~Islands~~shall ~~exempted~~only ~~company~~exist ~~limited~~with byrespect to such public shares;

“~~Termination~~purchaser ~~Date~~letter agreement” ~~are~~ refers to the ~~date~~letter byagreement ~~which~~entered weinto ~~have~~between tous, ~~consummate~~Michael anMinnick ~~initial~~and ~~Business~~CIIG ~~Combination;~~III dated May 31, 2024;

“TGregistration rights agreement” ~~are~~refers to ~~Target~~the ~~Global~~registration and shareholder rights agreement, anby ~~affiliate~~and ofbetween ~~our~~us, the Original Sponsor;, the Sponsor and other signatories thereto, dated as of December 8, 2021, as amended by the amendment, dated June 11, 2024

“~~Trust Account~~Sponsor” ~~are~~is to ~~the~~CIIG ~~trust account established under the Trust Agreement~~III;

“~~Trust Agreement~~Sponsors” ~~are~~is to ~~that~~the ~~certain~~Original ~~investment~~Sponsor ~~management trust agreement, dated December 8, 2021 (as amended on June 2, 2023, November 29, 2023~~ and ~~December 15, 2023), by and between~~ the ~~Company and CST, as trustee~~Sponsor;

“~~UBS~~Termination Date” are to ~~UBS~~the ~~Securities~~date by ~~LLC,~~which ~~one~~we ofhave ~~the~~to ~~two~~consummate ~~underwriters~~an ofinitial ~~our~~Business ~~IPO~~Combination;

“~~underwriters~~TG” are to, ~~collectively~~Target Global, ~~BofA~~an ~~and~~affiliate of ~~UBS;~~our Original Sponsor;

i“Trust Account” are to the trust account established under the Trust Agreement;

~~Table~~“Trust ofAgreement” ~~Contents~~are to that certain investment management trust agreement, dated December 8, 2021 (as amended on June 2, 2023, November 29, 2023, December 15, 2023 and July 10, 2024), by and between the Company and CST, as trustee;

“~~warrants~~UBS” are to ~~our~~UBS ~~redeemable~~Securities ~~warrants~~LLC, ~~sold as part~~ one of the ~~units~~two inunderwriters of our IPO ~~(whether they were purchased in the IPO or thereafter in the open market) and the private placement warrants~~; ~~and~~

“$underwriters”, ~~“US$”~~are ~~and “U.S. dollar” each refer~~ to, ~~the~~collectively, BofA ~~United~~and ~~States dollar.~~ UBS;

ii“VenHub” is to VenHub Global, Inc., a Delaware corporation formerly known as Autonomous Solutions Inc., a Wyoming corporation.

~~Table~~“VenHub ofBusiness ~~Contents~~Combination” are to the transactions contemplated by the VenHub Business Combination Agreement.

~~CAUTIONARY~~“VenHub ~~NOTE~~Business ~~REGARDING~~Combination ~~FORWARD-LOOKING~~Agreement” ~~STATEMENTS~~is ~~AND~~to ~~RISK~~the ~~FACTOR~~Agreement and ~~SUMMARY~~Plan of Merger, by and among the Company, Merger Sub 1, Merger Sub 2 and VenHub dated December 2, 2024.

~~Some of the statements contained in this Annual Report may constitute~~ “~~forward-looking statements~~warrants” ~~for the purposes of the federal securities law. Our forward-looking statements include, but~~ are ~~not limited~~ to, ~~statements regarding~~ our orredeemable ~~our~~warrants sold ~~management~~as ~~team’s~~part ~~expectations,~~of ~~hopes, beliefs, intentions or strategies regarding~~ the ~~future.~~units Inin ~~addition,~~our ~~any~~IPO ~~statements~~(whether ~~that~~they ~~refer~~were topurchased ~~projections,~~in ~~forecasts~~the orIPO ~~other characterizations of future events~~ or ~~circumstances,~~thereafter ~~including~~in ~~any~~the ~~underlying~~open ~~assumptions,~~market) are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and ~~similar expressions may identify forward-looking statements, but~~ the ~~absence~~private ofplacement warrants; these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report on Form 10-K for the fiscal year ended December 31, 2023 may include, for example, statements about: and

•“$”, ~~our~~“US$” ~~ability~~and to“U.S. dollar” ~~select~~each anrefer ~~appropriate~~to ~~target~~the ~~business~~United orStates ~~businesses;~~dollar.

~~• our ability to complete our initial business combination;~~iii

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

•Some ~~our~~of ~~success~~the statements contained in ~~retaining~~this Annual Report may constitute “forward-looking statements” for the purposes of the federal securities law. Our forward-looking statements include, but are not limited to, statements regarding our or ~~recruiting~~our management team’s expectations, hopes, beliefs, intentions or ~~changes~~strategies regarding ~~required~~the infuture. In addition, ~~our~~any ~~officers~~statements that refer to projections, ~~key~~forecasts ~~employees~~or other characterizations of future events or circumstances, ~~directors~~including ~~following~~any ~~our~~underlying ~~initial~~assumptions, ~~business~~are ~~combination;~~forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Annual Report on Form 10-K for the fiscal year ended December 31, 2024 may include, for example, statements about:

•● our ~~officers~~ability ~~and directors allocating their time~~ to ~~other~~complete ~~businesses and potentially having conflicts of interest with~~ our initial business orcombination, inincluding ~~approving~~the ~~our~~VenHub ~~initial~~Business ~~business~~Combination ~~combination~~(defined below);

•● our ~~potential~~expectations ~~ability~~around tothe ~~obtain~~performance ~~additional~~of ~~financing~~the toprospective ~~complete~~target ~~our~~business ~~initial~~or ~~business~~businesses, ~~combination~~such as VenHub;

•● our ~~pool~~success ofin ~~prospective~~retaining ~~target~~or ~~businesses~~recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•● our ~~ability~~officers toand ~~consummate~~directors anallocating ~~initial~~their ~~business~~time ~~combination due~~ to ~~uncertainty~~other ~~resulting~~businesses ~~from the changes in geopolitical conditions~~ and ~~global~~potentially ~~economic~~having ~~uncertainty,~~conflicts ~~including as a result~~ of ~~the~~interest ~~ongoing~~with ~~impact~~our ofbusiness ~~the~~or ~~Israel-Hamas~~in ~~conflict~~approving ~~and~~our ~~the~~initial ~~Russia-Ukraine~~business ~~war and other macroeconomic factors, including the impact thereof on the status of debt and equity markets~~combination;

•● ~~the~~our potential ability ofto ~~our~~obtain ~~officers~~additional ~~and~~financing ~~directors~~ to ~~generate~~complete aour ~~number~~initial ~~of potential~~ business combination ~~opportunities~~;

•● our public securities’ potential liquidity and trading;

•● the lack of a market for our securities;

•● the use of proceeds not held in the Trust Account or available to us from interest income on the Trust Account balance;

•● the ~~Trust~~impact ~~Account~~on ~~not~~the ~~being~~amount ~~subject~~held in the trust account, our capitalization, principal shareholders and other impacts on us or management team should we seek to ~~claims~~further extend the business combination provisions of ~~third~~our ~~parties~~Articles; ~~and~~

•● ~~our~~the ~~financial~~Trust ~~performance.~~Account not being subject to claims of third parties;

~~The~~● ~~forward-looking statements contained in this Annual Report are based on~~ our ~~current~~financial expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance; ~~to be materially different from those expressed or implied by these forward-looking statements. These risks~~ and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this Annual Report and other risks and uncertainties indicated from time to time in filings made with the SEC. 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.

~~iii~~● The other risks and uncertainties discussed in Item 1A. Risk Factors below.

~~Table~~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 ~~Contents~~risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” in this Annual Report and other risks and uncertainties indicated from time to time in filings made with the SEC. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~PART I~~ iv

~~Item 1.~~PART ~~Business~~I

~~Introduction~~Item 1. Business

WeIntroduction are a blank check company incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to throughout this Annual Report as our initial business combination.

~~Our~~We ~~Sponsor~~are ~~is an affiliate of Target Global (“TG”),~~ a ~~top-tier~~blank ~~pan-European~~check ~~venture~~company ~~capital~~incorporated ~~firm headquartered in Berlin, Germany, with over $3.25 billion in assets under management~~ as ofa Cayman ~~end~~Islands ofexempted ~~September 30,~~company ~~2023~~for ~~(this is~~ the ~~sum~~purpose of ~~undrawn~~effecting ~~commitments~~a ~~and~~merger, ~~net~~share exchange, asset ~~value of the vehicles). TG manages funds focused on fast-growing tech-enabled companies within the consumer internet~~acquisition, ~~mobility~~share ~~and financial technology (“FinTech”) sectors. We believe that our founders’ extensive experience and strong track record in various executive~~purchase, ~~operational~~reorganization or ~~and~~similar ~~investing~~business ~~functions~~combination ~~across~~with ~~European~~one ~~(including~~or ~~the~~more ~~U.K.)~~businesses ~~and~~or ~~Israeli technology ecosystems~~entities, ~~combined~~which ~~with~~we ~~their~~refer ~~widespread~~to ~~networks~~throughout ~~strongly~~this ~~positions~~Annual usReport as ~~an attractive partner for prospective candidates for~~ our initial business combination. Since its inception in 2012, TG has built up a strong track record and reputation in identifying and nurturing next-generation technology leaders. Our founders’ investments include many European, U.S. and Israeli unicorns and leading disruptors, such as Delivery Hero, Auto1, Wefox, Cazoo, Rapyd, Branded, Finom and Copper. Focused on trillion-euro offline industries, TG invests in technology-driven companies that have massive disruption potential and an ability to create durable value.

~~Company~~Our ~~History~~Original Sponsor is an affiliate of Target Global (“TG”), a top-tier pan-European venture capital firm headquartered in Berlin, Germany, with over $3.25 billion in assets under management as of end of September 30, 2023 (this is the sum of undrawn commitments and net asset value of the vehicles). TG manages funds focused on fast-growing tech-enabled companies within the consumer internet, mobility and financial technology (“FinTech”) sectors. We believe that our founders’ extensive experience and strong track record in various executive, operational and investing functions across European (including the U.K.) and Israeli technology ecosystems, combined with their widespread networks strongly positions us as an attractive partner for prospective candidates for our initial business combination. Since its inception in 2012, TG has built up a strong track record and reputation in identifying and nurturing next-generation technology leaders. Our founders’ investments include many European, U.S. and Israeli unicorns and leading disruptors, such as Delivery Hero, Auto1, Wefox, Cazoo, Rapyd, Branded, Finom and Copper. Focused on trillion-euro offline industries, TG invests in technology-driven companies that have massive disruption potential and an ability to create durable value.

OnCompany ~~February 2,~~History 2021, an affiliate of our Sponsor subscribed for an aggregate of 7,187,500 Class B ordinary shares (our “founder shares”) for an aggregate purchase price of $25,000, or approximately $0.003 per share which shares were subsequently transferred to our Sponsor for a consideration of $25,000. On November 8, 2021, 1,437,500 Class B ordinary shares were cancelled by us resulting in a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. Such shares were subsequently transferred to our Sponsor in exchange for $25,000, or approximately $0.004 per share. Prior to the completion of our IPO, our Sponsor transferred 25,000 Class B ordinary shares to each of our independent directors and 100,000 Class B ordinary shares to each of our CEO Shmuel Chafets and our Chairman Dr. Gerhard Cromme. Our founder shares will automatically convert into Class A ordinary shares, on a one-for-one basis, upon the completion of our initial business combination or earlier at the option of the holders thereof as described herein. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the issued and outstanding ordinary shares upon completion of our IPO.

OnInitial ~~December 9,~~Public 2021, we completed our IPO of 20,000,000 units at a price of $10.00 per unit (the “units”), generating gross proceeds of $200,000,000. Each unit consists of one of the Company’s shares of Class A ordinary shares, par value $0.0001 per share, and one-third of one redeemable warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to certain adjustments. Offering

~~Substantially~~On ~~concurrently~~February 2, ~~with~~2021, ~~the~~an ~~completion~~affiliate of our ~~IPO,~~Original ~~our~~ Sponsor ~~purchased~~subscribed for an aggregate of 67,~~666~~187,~~667~~500 ~~warrants~~Class B ordinary shares (~~the~~our “~~private~~founder ~~placement warrants~~shares”) atfor aan aggregate purchase price of $125,000, or approximately $0.50003 per ~~warrant,~~share orwhich shares were subsequently transferred to our Original Sponsor for a consideration of $1025,000. On November 8,~~000~~ 2021, 1,437,500 Class B ordinary shares were cancelled by us resulting in ~~the~~a ~~aggregate.~~decrease Ain the total number of ~~$204~~Class B ordinary shares outstanding from 7,~~000~~187,~~000~~500 shares to 5,750,000 ~~comprised~~shares. ofSuch shares were subsequently transferred to our Original Sponsor in exchange for $~~196~~25,000,~~000~~ ofor ~~the~~approximately ~~proceeds~~$0.004 ~~from~~per share. Prior to the completion of our IPO, ~~including~~our $7Original Sponsor transferred 25,000 Class B ordinary shares to each of our independent directors and 100,000 Class B ordinary shares to each of ~~the~~our ~~underwriters’~~former ~~deferred~~CEO ~~discount,~~Shmuel Chafets and $8our Chairman Dr. Gerhard Cromme. Our founder shares will automatically convert into Class A ordinary shares,~~000~~ on a one-for-one basis,~~000~~ ofupon the ~~proceeds~~completion of our initial business combination or earlier at the ~~sale~~option of the ~~private~~holders ~~placement~~thereof ~~warrants,~~as ~~was~~described herein. ~~placed~~The innumber aof ~~U.S.-~~founder shares issued was determined based ~~Trust~~on ~~Account~~the atexpectation ~~J.P.~~that ~~Morgan~~the ~~Chase~~founder ~~Bank,~~shares ~~N.A.,~~would ~~maintained~~represent by20% ~~Continental~~of ~~Stock~~the issued ~~Transfer &~~and ~~Trust~~outstanding ~~Company,~~ordinary ~~acting~~shares asupon ~~trustee.~~completion of our IPO.

On December 299, 2021, ~~the~~we ~~underwriters~~completed ~~exercised~~our ~~their~~IPO of ~~over-allotment option and purchased an additional 1~~20,~~489~~000,~~658~~000 units at ana ~~offering~~ price of $10.00 per unit (the “units”), generating ~~aggregate additional~~ gross proceeds of $14200,~~896~~000,~~580~~000. toEach ~~the~~unit ~~Company.~~consists of ~~Substantially~~one ~~concurrently~~of ~~with~~ the ~~exercise~~Company’s shares of ~~the~~Class A ~~over-allotment~~ordinary ~~option~~shares, wepar ~~completed~~value ~~the~~$0.0001 ~~private~~per ~~sale~~share, and one-third of ~~397,242~~one ~~additional~~redeemable ~~private~~warrant. Each ~~placement~~whole ~~warrants~~warrant toentitles the ~~Sponsor~~holder atthereof ato purchase one Class A ordinary share at a price of $111.50 per ~~warrant~~share, ~~generating~~subject ~~additional gross proceeds~~ to certain ~~the Company of $595,863~~adjustments.

~~Following~~Substantially concurrently with the ~~closing~~completion of our IPO, onour ~~December 9,~~Original Sponsor ~~2021~~purchased an aggregate of 6,666,667 ~~and~~warrants ~~subsequent~~(the ~~close~~“private placement warrants”) at a price of $1.50 per warrant, or $10,000,000 in the ~~over-allotment~~aggregate. ~~option~~A ~~exercise~~total onof ~~December 29~~$204,000,000, ~~2021~~comprised of $196,000,000 aof ~~total~~the proceeds from the IPO, including $7,000,000 of the underwriters’ deferred discount, and $~~219~~8,~~194~~000,~~512~~000 of the proceeds of the sale of the private placement warrants, was placed in a U.S.-based Trust Account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

On January 26, 2022, we announced that, commencing January 31, 2022, holders of the 21,489,658 units sold in the IPO and subsequent over-allotment option exercise may elect to separately trade the Class A ordinary shares and the warrants included in the units. Those units not separated continued to trade on the Nasdaq under the symbol “TGAAU” and the Class A ordinary shares and warrants that were separated trade under the symbols “TGAA” and “TGAAW,” respectively. 1

On December 29, 2021, the underwriters exercised their over-allotment option and purchased an additional 1,489,658 units at an offering price of $10.00 per unit, generating aggregate additional gross proceeds of $14,896,580 to the Company. Substantially concurrently with the exercise of the over-allotment option, we completed the private sale of 397,242 additional private placement warrants to the Original Sponsor at a purchase price of $1.50 per warrant, generating additional gross proceeds to the Company of $595,863.

~~Table~~Following the closing of ~~Contents~~our IPO on December 9, 2021, and subsequent close of the over-allotment option exercise on December 29, 2021, a total of $219,194,512, was placed in a U.S.-based Trust Account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

On January 1026, ~~2023~~2022, ~~BofA~~we ~~informed~~announced usthat, commencing January 31, 2022, holders of the 21,489,658 units sold in ~~writing~~the ~~that~~IPO ~~they~~and ~~waived~~subsequent ~~their~~over-allotment ~~entitlement~~option exercise may elect to separately trade the ~~payment~~Class A ofordinary ~~their~~shares ~~portion~~and ofthe warrants included in the ~~deferred~~units. ~~underwriting~~Those ~~commission~~units innot separated continued to trade on the ~~amount~~Nasdaq under ofthe ~~$3,760,690~~symbol “TGAAU” and ~~ceased~~the toClass A ~~act~~ordinary ~~for~~shares usand inwarrants ~~any~~that ~~capacity~~were inseparated ~~connection~~trade ~~with~~under ~~our~~the ~~initial~~symbols ~~Business~~“TGAA” and ~~Combination.~~“TGAAW,” respectively.

On ~~June~~January 210, 2023, weBofA ~~amended~~informed ~~our~~us ~~Articles~~in writing tothat ~~extend~~they ~~the~~waived ~~date~~their byentitlement ~~which we have~~ to ~~consummate an initial Business Combination from June 13, 2023 to September 13, 2023 and to allow~~ the ~~Company~~payment ~~to elect to further extend the Termination Date on a monthly basis for up to six times by an additional one month each time after September 13, 2023, until March 13, 2024, unless the closing~~ of antheir ~~initial~~portion ~~Business Combination shall have occurred prior thereto. In connection with such extension, we also amended the Trust Agreement to align the date on which Continental must commence liquidation~~ of the ~~Trust~~deferred ~~Account~~underwriting tocommission ~~the dates stipulated~~ in ~~our revised Articles. In connection with this amendment,~~ the ~~Sponsor agreed to deposit into the Trust Account as a loan (a “June 2023 EGM Contribution”) an~~ amount of $~~270~~3,~~000 with respect to the extension to September 13~~760, ~~2023,~~ 690 and ~~then~~ceased up to ~~six~~act ~~monthly contributions of $90,000 each~~ for ~~each~~us ~~monthly~~in ~~extension~~any tocapacity ~~January 14,~~in ~~2024.~~connection ~~The~~with ~~maximum~~our ~~aggregate~~initial ~~amount~~Business ~~of June 2023 EGM Contributions would have been $810,000~~Combination.

OnArticles ~~July 11,~~Extensions ~~2023,~~and weFounder ~~issued~~Share ~~an aggregate of 5,347,415 Class A ordinary shares to the initial shareholders upon the conversion of an equal number of the Company’s Class B ordinary shares held by such initial shareholders.~~ Conversion

On ~~November~~June 292, 2023, ~~pursuant~~we amended our Articles to aextend ~~securities~~the ~~exchange~~date ~~agreement~~by which ~~between~~we ~~our~~have ~~Sponsor~~to ~~and~~consummate ~~one~~an ofinitial ~~our~~Business ~~directors~~Combination ~~(the~~from ~~“Director”)~~June 13, ~~our~~2023 ~~Sponsor~~to ~~assigned~~September 13, 2023 and ~~transferred~~ to allow the ~~Director~~Company to ~~25,000~~elect ~~Class A~~to ~~ordinary~~further ~~shares~~extend inthe ~~exchange~~Termination ~~for~~Date ~~the~~on ~~simultaneous~~a ~~transfer~~monthly ~~and~~basis ~~assignment~~for up to ~~our~~six ~~Sponsor~~times by ~~the~~an ~~Director~~additional ofone 25month each time after September 13,~~000~~ 2023, ~~Class~~until March B13, ~~ordinary~~2024, ~~shares~~unless the closing of ~~the~~an ~~Company~~initial Business Combination shall have occurred prior thereto. AsIn aconnection with ~~result~~such extension, aswe ofalso amended the Trust Agreement to align the date on which Continental must commence liquidation of ~~this~~the ~~Annual~~Trust Account ~~Report,~~to the dates stipulated in our ~~Sponsor~~revised ~~owns~~Articles. 5In connection with this amendment,~~047,415~~ the Original Sponsor agreed to deposit into the Trust Account as a loan (a “June 2023 EGM Contribution”) an amount of ~~our~~$270,000 ~~Class A~~with ~~ordinary~~respect ~~shares~~to the extension to September 13, 2023, and 25then up to six monthly contributions of $90,000 ofeach ~~our~~for ~~Class B~~each ~~ordinary~~monthly ~~shares~~extension to January 14, 2024. The maximum aggregate amount of June 2023 EGM Contributions would have been $810,000.

On ~~December~~July 1511, 2023, we ~~amended~~issued ~~our Articles once again (the “Second Extension”) to extend the date by which we have to consummate~~ an ~~initial~~aggregate of ~~Business Combination from January 13~~5,347,415 ~~2024 to May~~Class 8,A ~~2024~~ordinary ~~and~~shares to ~~allow~~ the ~~Company~~initial toshareholders ~~elect~~upon ~~to further extend~~ the ~~Termination~~conversion ~~Date on a monthly basis for up to seven times by an additional one month each time after May 8, 2024, until December 8, 2024, unless the closing~~ of an ~~initial~~equal ~~Business~~number Combination shall have occurred prior thereto. In connection with such Second Extension, we entered into another amendment to the Trust Agreement to align the date on which Continental must commence liquidation of the ~~Trust~~Company’s ~~Account~~Class B ordinary toshares ~~the~~held ~~dates~~by ~~stipulated~~such ininitial ~~our revised Articles~~shareholders.

~~Initial~~On ~~Business~~November 29, ~~Combination~~2023, pursuant to a securities exchange agreement between our Original Sponsor and one of our directors (the “Director”), our Original Sponsor assigned and transferred to the Director 25,000 Class A ordinary shares in exchange for the simultaneous transfer and assignment to our Original Sponsor by the Director of 25,000 Class B ordinary shares of the Company. As a result, as of the date of this Annual Report, our Original Sponsor owns 1,514,224 of our Class A ordinary shares and 25,000 of our Class B ordinary shares.

AsOn ~~long~~December 15, as2023, we amended our ~~securities~~Articles once ~~are~~again ~~then~~(the ~~listed~~“Second onExtension”) to extend the ~~Nasdaq,~~date ~~our~~by which we have to consummate an initial ~~business~~Business ~~combination~~Combination ~~must~~from January 13, ~~occur~~2024 ~~with~~to ~~one~~May 8, or2024 ~~more~~and ~~target~~to ~~businesses~~allow ~~that~~the ~~together~~Company ~~have~~to elect to further extend the Termination Date on a monthly basis for up to seven times by an ~~aggregate~~additional ~~fair~~one ~~market~~month ~~value~~each oftime atafter ~~least~~May 8, ~~80%~~2024, ofuntil December 8, 2024, unless the ~~assets~~closing ~~held~~of an ininitial ~~the~~Business ~~Trust~~Combination ~~Account~~shall ~~(excluding~~have ~~any~~occurred ~~deferred~~prior ~~underwriting~~thereto. ~~commission~~In ~~and~~connection ~~taxes~~with ~~payable~~such onSecond ~~the~~Extension, ~~income~~we ~~earned~~entered oninto another amendment to the Trust ~~Account)~~Agreement atto align the ~~time~~date ofon ~~signing~~which Continental must commence liquidation of the ~~definitive~~Trust ~~agreement~~Account to ~~enter~~the ~~such~~dates ~~initial~~stipulated ~~business~~in our ~~combination.~~revised Articles.

WeOn ~~may~~May structure our initial business combination such that the post-business combination company in which our public shareholders own shares owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders6, ~~or for other reasons~~2024, ~~but we will only complete such business combination if~~ the ~~post-business~~Company ~~combination~~elected ~~company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not~~ to beextend ~~required to register as an investment company under~~ the Termination ~~Investment~~Date ~~Company~~by ~~Act~~one ~~of 1940~~month, asuntil ~~amended~~June 8, ~~or the Investment Company Act~~2024. ~~Even~~In ifconnection ~~the~~with ~~post-business~~such ~~combination company owns or acquires 50% or more of the voting securities of the target~~extension, ~~our~~on ~~shareholders~~May ~~prior to our initial business combination may collectively own a minority interest in the post-business combination company~~6, ~~depending on valuations ascribed to the target and us in our initial business combination transaction. For example~~2024, ~~we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of~~ the ~~issued~~Contributor ~~and~~deposited ~~outstanding capital stock or shares of a target. In this case~~$90,000 into ~~we would acquire a 100% controlling interest in~~ the ~~target.~~Trust ~~However,~~Account as a ~~result~~December of2023 ~~the~~EGM issuance of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combinationContribution. 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% fair market value test. If our initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.

~~Emerging~~Securities ~~Growth~~Assignment ~~Company~~by ~~Status~~Original ~~and~~Sponsor to ~~Other~~Sponsor ~~Corporate~~and ~~Information~~Management Change

WeOn ~~are~~May an31, ~~“emerging growth company~~2024,” asCIIG ~~defined~~Management inIII ~~Section 2~~LLC (a“CIIG III”) ofentered ~~the~~into ~~Securities~~a ~~Act of 1933, as amended, or the~~ Securities ~~Act,~~Assignment asAgreement ~~modified by~~ (the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “~~emerging~~Assignment ~~growth companies~~Agreement” ~~including~~), ~~but~~by ~~not~~and ~~limited~~between ~~to, not being required to comply with~~ the ~~auditor~~Original ~~attestation requirements of Section 404 of~~ Sponsor, the ~~Sarbanes-Oxley~~Company ~~Act~~and ofCIIG ~~2002~~III, orwhereby the ~~Sarbanes-Oxley~~Original ~~Act~~Sponsor sold, ~~reduced~~transferred ~~disclosure obligations regarding executive compensation in our periodic reports~~ and ~~proxy~~assigned ~~statements~~3,533,191 ~~and~~Class ~~exemptions~~A ~~from~~ordinary ~~the~~shares ~~requirements~~ of ~~holding~~the ~~a non-binding advisory vote on executive compensation~~ Company and ~~shareholder approval of any golden parachute payments not previously approved. As a result~~17,500 ~~our~~Class ~~shareholders~~B ~~may~~ordinary ~~not~~shares ~~have~~of ~~access~~the Company to ~~certain~~CIIG ~~information they may deem important~~III. WeIn ~~cannot~~connection ~~predict~~with ~~whether~~entry ~~investors~~into ~~will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions,~~ the ~~trading~~Assignment ~~prices of our securities may be lower than they otherwise would be~~Agreement, ~~there~~CIIG ~~may~~III beentered into a ~~less~~purchaser ~~active~~letter ~~trading~~agreement ~~market~~and ~~for~~a ~~our~~joinder ~~securities~~agreement ~~and~~to the ~~trading~~Registration ~~prices~~Rights ~~of our securities may be more volatile~~Agreement.

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

WeAccording ~~will~~to ~~remain~~the anprovisions ~~emerging~~of ~~growth~~the ~~company~~Assignment ~~until~~Agreement, ~~the~~Original ~~earlier~~Sponsor agreed that it will pay all operating expenses of the Company (1i) incurred and accrued through May 29, 2024 other than any expenses related to the ~~last~~extraordinary ~~day~~general meeting of shareholders to be held on July 10, 2024 (the ~~fiscal~~“Shareholder ~~year~~Meeting”) and (aii) ~~following~~ otherwise related to the ~~fifth~~year ~~anniversary~~ended December 31, 2023, including, but not limited to, the following: (A) all costs related to the audit of the ~~completion~~Company’s 2023 and first quarter of ~~our~~2024 ~~IPO~~financial statements, (bB) in ~~which~~all wecosts ~~have~~related ~~total~~to ~~annual~~any ~~gross~~required ~~revenue~~regulatory offilings atpertaining ~~least~~to $1calendar year 2023 and first quarter of 2024 (e.~~07 billion~~g., or8-K, (c10-Q and 10-K filings) in, which wemay ~~are~~be ~~deemed~~filed in the calendar year 2024, (C) all costs related to beany arequired ~~large~~tax ~~accelerated~~filings ~~filer,~~of ~~which~~the ~~means~~Company or the ~~market~~Original ~~value~~Sponsor offor ~~our~~the ~~Class A~~year ~~ordinary~~ended ~~shares~~December ~~that~~31, ~~are~~2023, ~~held~~(D) byany ~~non-affiliates~~other ~~equals~~expenses orincurred in ~~exceeds~~calendar ~~$700 million~~year as2023 and first quarter of 2024 prior to the ~~end~~closing of ~~that~~the ~~year~~Purchaser’s ~~second~~purchase ~~fiscal~~of ~~quarter~~the Class A Ordinary Shares and the Class B Ordinary Shares, and (2E) premiums for director and officers insurance incurred by the Company for all periods prior to June 8, 2024 (collectively, the “Legacy Expenses”); provided, however, that the Original Sponsor shall be reimbursed for any Legacy Expenses payable as of the closing date onof ~~which~~the weAssignment ~~have~~Agreement ~~issued~~in ~~more~~an ~~than~~amount up to $1~~.00 billion~~,550,000 inwith ~~non-convertible~~such ~~debt~~reimbursement ~~securities~~being contingent ~~during~~on the ~~prior~~Company ~~three-year~~consummating ~~period.~~an ~~References~~initial ~~herein~~business tocombination ~~“emerging~~and ~~growth~~such ~~company~~Legacy Expenses being approved and incorporated as part of such initial business combination (the “Reimbursement”). ~~shall~~We will use its best efforts to have the ~~meaning~~Legacy ~~associated~~Expenses (i) approved and incorporated as part of such initial business combination and (ii) paid on a pari passu basis with itall inother Legacy expenses incurred as part of the ~~JOBS~~initial ~~Act~~business combination. The Original Sponsor agreed to satisfy or settle any liabilities incurred prior to the Securities Assignment closing date not covered by the Reimbursement and provided the Sponsor documented agreements as to such ten business days prior to the closing of the Securities Assignment.

~~Exempted~~Each ~~companies~~of ~~are~~the ~~Cayman~~Original ~~Islands~~Sponsor ~~companies~~and ~~conducting~~the ~~business~~Sponsor ~~mainly~~agreed that ~~outside~~they ~~the~~will ~~Cayman~~be ~~Islands~~responsible ~~and,~~for astheir ~~such,~~respective ~~are~~legal ~~exempted~~expenses ~~from~~incurred ~~complying~~to ~~with~~consummate ~~certain~~the ~~provisions~~Transaction, ofand the ~~Companies~~Sponsor ~~Act.~~further Asagreed that anit ~~exempted~~would ~~company,~~be weresponsible ~~have~~thereafter ~~applied~~ for any fees and ~~received~~expenses a(including ~~tax~~but ~~exemption~~not ~~undertaking~~limited ~~from~~to ~~the~~legal, ~~Cayman~~accounting, ~~Islands~~printer ~~government~~and ~~that~~transfer agent fees), inand ~~accordance~~any ~~with~~additional ~~Section 6~~consideration of(including in the ~~Tax~~form ~~Concessions~~of ~~Act~~Class ~~(as~~A ~~revised)~~ordinary ofshares ~~the~~or ~~Cayman~~Class ~~Islands,~~B ~~for~~ordinary ashares ~~period~~or ofother 20securities) paid ~~years~~to ~~from~~shareholders ~~the~~in ~~date~~connection ofwith the ~~undertaking,~~extension noof ~~law~~the ~~which~~Company’s ismaturity ~~enacted~~date ~~thereafter~~as detailed in the ~~Cayman~~Company’s ~~Islands~~Amended and ~~imposing~~Restated ~~any~~Memorandum ~~tax~~and toArticles beof ~~levied~~Association. onThe ~~profits,~~Sponsor ~~income,~~also ~~gains~~agreed orto ~~appreciations~~be ~~will~~responsible ~~apply~~for toany usoperating orexpenses ~~our~~incurred ~~operations~~from the ~~and,~~closing indate ~~addition,~~of ~~that~~the noSecurities ~~tax~~Assignment tothrough bethe ~~levied~~closing onof ~~profits,~~the ~~income,~~Company’s ~~gains~~initial orbusiness ~~appreciations~~combination or(unless ~~which~~as isotherwise described in the ~~nature~~Assignment ofAgreement), ~~estate~~including ~~duty~~(A) orexpenses ~~inheritance~~related ~~tax~~to ~~will~~D&O beinsurance ~~payable~~coverage ~~(i) on~~extension orincurred inon ~~respect~~and ofafter ~~our~~June 8, ~~shares~~2024, ~~debentures or other obligations or~~ (iiB) by ~~way~~monthly ofoperating ~~the~~expenses ~~withholding~~due into ~~whole~~the orCompany’s intransfer ~~part~~agent ofand ~~any~~(C) ~~payment~~quarterly asoperating ~~defined~~expenses indue to the ~~Tax~~Company’s auditor, ~~Concessions~~financial ~~Act~~printer, ~~(as~~and ~~revised)~~accounting ~~of the Cayman Islands~~vendor.

2Additional Article Extensions

~~Table~~On ofJune ~~Contents~~6, 2024, the Company elected to extend the Termination Date by one month, until July 8, 2024. In connection with such extension, on June 8, 2024, the Contributor deposited $90,000 into the Trust Account.

WeOn ~~are~~July a10, ~~Cayman~~2024, ~~Islands~~we ~~exempted~~amended ~~company~~our ~~incorporated~~Articles once again (the “Third Extension”) to extend the date by which we have to consummate an initial Business Combination from July 8, 2024 to December 9, 2024 and to allow the Company to elect to further extend the Termination Date on ~~February~~a monthly basis for up to six times by an additional one month each time after December 29, ~~2021.~~2024, ~~Our~~if ~~executive~~the ~~offices~~Company ~~are~~has ~~located~~entered atinto POa ~~Box~~letter ~~10176~~of intent or definitive binding agreement to consummate a Business Combination, ~~Governor’s~~on ~~Square~~a monthly basis, 23until ~~Lime~~June ~~Tree~~9, ~~Bay~~2025 ~~Avenue~~unless the closing of an initial Business Combination shall have occurred prior thereto. In connection with such Third Extension, ~~Grand~~we ~~Cayman~~entered into another amendment to the Trust Agreement to align the date on which Continental must commence liquidation of the Trust Account to the dates stipulated in our revised Articles. As a result of the approval of the Articles, ~~KY1~~an additional $5,806.45 was deposited into the Trust Account representing the two-~~1002~~day prorated amount of the $90,000 monthly ~~Cayman~~deposit ~~Islands~~for ~~and~~a ~~our~~31-day ~~telephone~~month ~~number~~for isthe +1July ~~345~~9, ~~814~~2024 ~~5772~~period.

~~Effecting~~In ~~Our~~connection ~~Initial~~with the Assignment Agreement, the Lock-Up period definition in the letter agreement were amended with the consent of the Company and the IPO underwriters. Pursuant to the purchaser letter agreement, CIIG III and the Chief Executive Officer have agreed that, it or he shall not Transfer 50% of the Founder Shares (or any Class A ordinary shares issuable upon conversion thereof) until the completion of the Company’s initial Business Combination and 50% of the Founder Shares (or any Class A ordinary shares issuable upon conversion thereof shall not be transferred, assigned or sold except to permitted transferees unless and until the earlier to occur of (A) six months after the completion of the Company’s initial Business Combination and (B) subsequent to the Company’s initial Business Combination if the last sale price of the ordinary shares equals or exceeds $12.00 per share (subject to adjustment) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business Combination.

~~General~~ 3

WeIn ~~are~~connection ~~not~~with ~~presently~~the ~~engaged~~shareholder ~~in,~~meeting ~~and we will not engage in, any operations~~ for ~~an indefinite period of time. We intend to effectuate our initial business combination using cash from~~ the ~~proceeds~~Third ~~of our IPO and the sale of the private placement warrants~~Extension, the ~~proceeds~~Company ofand ~~the~~Sponsor ~~sale~~entered ofinto ~~our~~non-redemption ~~shares~~agreements ~~in connection~~ with ~~our~~unaffiliated ~~initial~~third-party ~~business~~shareholders ~~combination, shares issued to the owners~~ of the Company ~~target,~~in ~~debt~~exchange ~~issued~~for tosuch ~~bank~~shareholders oragreeing ~~other lenders or the owners of the target, or a combination or the foregoing. We may seek~~ to ~~complete~~not ~~our~~redeem ~~initial business combination with a company~~ (or ~~business~~validly ~~that~~rescind ~~may~~any beredemption ~~financially~~requests ~~unstable~~on) oran inaggregate ~~its early stages~~ of ~~development or growth~~1,679,608 Class ~~which~~A ~~would~~ordinary ~~subject us to the numerous risks inherent in such companies and businesses~~shares.

~~Extensions~~On June 25, 2024, the Board of Directors agreed to waive the ~~Business~~Company’s ~~Combination~~right ~~Deadline~~under Article 49 of the Company’s Amended and Restated Memorandum and Articles of Association to access up to $100,000 of interest from the Company’s trust account established in connection with Company’s initial public offering in the event Proposals 1 and 2 were approved at the Company’s July 10, 2024 Shareholder Meeting. As a result of the approval of Proposals 1 and 2 at the Company’s July 10, 2024 Shareholder Meeting, CIIG Management III LLC, a Delaware limited liability company, has agreed to pay up to $100,000 of dissolution expenses that might occur in the event a business combination transaction does not occur.

WeSince ~~initially~~December ~~had 18 months from the closing of the IPO~~2024, ~~until June 13, 2023 (or up to 24 months from~~ the ~~closing~~Company ofhas ~~our~~announced monthly ~~IPO~~extensions ~~if we extended the period~~ of ~~time~~its toArticles ~~consummate~~Termination aDate ~~Business~~through ~~Combination~~May 9, ~~subject to our Sponsor depositing additional funds in our Trust Account) to complete an initial Business Combination~~2025.

OnVenHub ~~June 2, 2023, we amended our Articles to extend the date by which we have to consummate an initial~~ Business Combination from June 13, 2023 to September 13, 2023 and to allow the Company to elect to further extend the Termination Date on a monthly basis for up to six times by an additional one month each time after September 13, 2023, until March 13, 2024, unless the closing of an initial Business Combination shall have occurred prior thereto. In connection with such extension, we also amended the Trust Agreement to align the date on which Continental must commence liquidation of the Trust Account to the dates stipulated in our revised Articles.

OnThe ~~December 15,~~below ~~2023,~~description wesummarizes ~~amended~~the ~~our~~material provisions ~~Articles~~of ~~once again to extend~~ the ~~Termination~~VenHub ~~Date~~Business ~~from~~Combination ~~January 13~~Agreement, ~~2024~~a tocopy ~~May 8,~~of ~~2024~~which ~~and~~is tofiled ~~allow~~with ~~the~~this ~~Company~~Annual toReport ~~elect~~as toExhibit ~~further~~2.1 ~~extend~~and ~~the~~incorporated by ~~Termination~~reference ~~Date~~herein. onUnless aotherwise ~~monthly~~defined ~~basis~~herein, ~~for~~the upcapitalized toterms ~~seven~~used ~~times~~in bythis ansection ~~additional~~have ~~one~~the ~~month~~same ~~each~~meanings ~~time~~given ~~after~~to ~~May 8,~~them in ~~2024, until December 8, 2024, unless~~ the ~~closing~~VenHub ~~of an initial~~ Business Combination ~~shall have occurred prior thereto~~Agreement. InUnless ~~connection~~otherwise ~~with such Second Extension~~indicated, wethis ~~entered~~Annual ~~into~~Report ~~another~~does ~~amendment~~not toassume the ~~Trust~~closing ~~Agreement to align the date on which Continental must commence liquidation~~ of the ~~Trust~~VenHub Business ~~Account~~Combination. toSee ~~the~~also ~~dates~~“Legal ~~stipulated in our revised Articles~~Proceedings”.

IfOn weDecember ~~are unable to consummate an initial business combination within the deadline prescribed in our Articles~~2, ~~we will redeem 100% of our issued and outstanding public shares for a pro rata portion of the funds held in the Trust Account~~2024, ~~equal to~~ the ~~aggregate~~Company ~~amount~~announced ~~then on deposit in~~ the entry ~~Trust~~into ~~Account including interest earned on~~ the ~~funds~~VenHub held in the Trust Account and not previously released to us to pay our income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, subject to applicable law and as further described herein under “Redemption of Public Shares and Liquidation If No Initial Business Combination”, ~~and then seek to dissolve and liquidate~~Agreement.

IfThe ~~our~~VenHub ~~initial~~Business ~~business~~Combination ~~combination~~Agreement isprovides for, ~~paid~~among ~~for~~other ~~using~~things, ~~equity~~the orfollowing ~~debt,~~transactions oron ~~not~~the ~~all~~closing ofdate: (i) the ~~funds~~Acquiror ~~released~~will, ~~from~~subject to obtaining the ~~Trust~~required ~~Account~~shareholder approvals, ~~are~~change ~~used~~its ~~for~~jurisdiction ~~payment~~of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating as a corporation incorporated under the laws of the ~~consideration~~State inof ~~connection~~Delaware ~~with~~(the ~~our~~“Domestication”); ~~initial~~(ii) ~~business~~following ~~combination~~the orDomestication, Merger ~~used~~Sub ~~for~~1 ~~redemptions~~will ofmerge ~~our~~with ~~Class A~~and ~~ordinary~~into ~~shares~~VenHub, wewith ~~may~~VenHub ~~apply~~as the ~~balance~~surviving ofcorporation in the ~~cash~~merger ~~released~~(the to“First usMerger”); and ~~from~~(iii) immediately following the ~~Trust~~consummation ~~Account~~of ~~for~~the ~~general~~First ~~corporate~~Merger, ~~purposes~~VenHub will merge with and into Merger Sub 2, ~~including~~with ~~for~~Merger ~~maintenance~~Sub or2 as ~~expansion~~the ofsurviving ~~operations~~entity ofin the ~~post-business~~merger ~~combination~~and, ~~company~~after giving effect to such merger, ~~the~~continuing ~~payment~~as ofa ~~principal~~wholly-owned orsubsidiary ~~interest~~of ~~due~~the onAcquiror (the ~~indebtedness~~“Second ~~incurred~~Merger” inand ~~completing~~together ~~our~~with ~~initial~~the ~~business~~First ~~combination~~Merger, tothe ~~fund~~“Mergers”). In connection with the ~~purchase~~consummation of the ~~other~~Business ~~companies~~Combination, orAcquiror ~~for~~shall ~~working~~be ~~capital.~~renamed VenHub Global Holdings, Inc.

WeBy ~~have~~virtue not selected any specific business combination target yet. While we may pursue an initial business combination opportunity in any industry, sector or geographical location, we intend to focus on the consumer internet, mobility and FinTech sectors. Accordingly, there is no current basis for our investors to evaluate the possible merits or risks of the ~~target~~transactions ~~business~~described with which we may ultimately complete our initial business combination. Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business. above:

Wea. ~~may~~each ~~need~~then toissued ~~obtain~~and ~~additional~~outstanding ~~financing~~share to complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account, or because we become obligated to redeem a significant number of ~~our~~Acquiror ~~public~~Class ~~shares~~A ~~upon~~Ordinary ~~completion~~Share ofshall ~~the~~convert ~~business combination~~automatically, ~~in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions~~ on ~~our ability to issue securities or incur debt in connection with our initial business combination. We are not currently~~ a ~~party to any arrangement or understanding with any third~~one-~~party~~for-one ~~with~~basis, ~~respect~~into toa ~~raising~~share ~~any additional funds through the sale~~ of ~~securities,~~Acquiror ~~the~~Class ~~incurrence~~A ofCommon ~~debt or otherwise.~~ Stock;

3b. each then issued and outstanding share of Acquiror Class B Ordinary Share shall convert automatically, on a one-for-one basis, into a share of Acquiror Class A Common Stock;

~~Table~~c. ofeach ~~Contents~~then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant;

~~Sources~~d. ofeach ~~Target~~then ~~Businesses~~issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit;

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

WeThe ~~are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor~~Domestication, ~~founders,~~the ~~officers~~Mergers orand ~~directors. In~~ the ~~event~~other wetransactions ~~seek~~contemplated by to complete our initial business combination with a company that is affiliated with our Sponsor or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions for the ~~type~~VenHub ofBusiness ~~company~~Combination weAgreement are ~~seeking~~hereinafter toreferred ~~acquire or an independent accounting firm that such initial business combination is fair~~ to ~~our~~as ~~company~~the ~~from~~“VenHub aBusiness ~~financial point of view~~Combination”. ~~We are not required to obtain such an opinion in any other context.~~

~~Evaluation of a Target Business and Structuring of Our Initial Business Combination~~ 4

InThe ~~evaluating~~VenHub aBusiness ~~prospective~~Combination ~~target~~was ~~business,~~originally weexpected ~~expect~~ to ~~conduct~~close anin the ~~extensive~~second ~~due~~quarter ~~diligence~~of ~~review~~2025 ~~which~~(the ~~may encompass~~“Closing”), asfollowing ~~applicable~~the ~~and~~receipt ~~among~~of ~~other~~the ~~things,~~required ~~meetings~~approval ~~with~~by ~~incumbent~~the ~~management~~Acquiror’s shareholders and ~~employees~~the fulfillment of other customary closing conditions. However, ~~document~~on ~~reviews~~February 21, ~~interviews~~2025, ofthe ~~customers~~Company ~~and~~commenced ~~suppliers,~~litigation ~~inspection~~in the Delaware Court of ~~facilities~~Chancery ~~and~~(the “Chancery Court”) C.A. No. 2025-0191-BWD against VenHub seeking a ~~review~~temporary ofrestraining ~~financial~~order to enjoin VenHub from terminating and ~~other~~taking ~~information~~any ~~about~~action contrary to the ~~target~~terms of the Business Combination Agreement and ~~its~~specific ~~industry~~performance compelling VenHub to comply with the terms of the Business Combination Agreement. WeOn ~~will~~March ~~also~~12, ~~utilize~~2025, ~~our~~the ~~management~~Chancery ~~team~~Court granted the Company’s request ~~operational~~for ~~and~~a ~~capital~~temporary ~~planning~~restraining ~~experience.~~order Ifenjoining weVenHub ~~determine~~from toterminating ~~move~~the ~~forward~~Business ~~with~~Combination Agreement during the pendency of the action. This is not a ~~particular~~final ~~target~~decision on the merits of the case, webut ~~will~~rather ~~proceed~~an order to ~~structure~~ensure ~~and~~irrevocable ~~negotiate~~actions do not take place before the ~~terms~~Chancery Court renders a final decision on the merits. As a result of the ~~business~~temporary ~~combination~~restraining ~~transaction~~order, the Business Combination Agreement remains in full force and effect. The Chancery Court also granted the Company’s request to expedite the proceedings and the Chancery Court has scheduled trial for May 2025.

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

~~Lack~~The VenHub Business Combination Agreement contains representations, warranties and covenants of each of the parties thereto that are customary for transactions of this type. The Acquiror has also agreed to take all such actions necessary or appropriate such that, as of the Acquisition Effective Time, the Acquiror board of directors shall consist of seven (7) directors, of which at least (4) directors shall meet the independence requirements of Nasdaq. The board of directors will be divided into three (3) classes, designated Class I, II and III, with one director chosen solely by the current board of the Acquiror. In addition, the Acquiror has agreed to adopt an incentive equity plan in an aggregate amount equal to 10% of the total number of Acquiror common stock outstanding at the closing of the VenHub Business ~~Diversification~~Combination on a fully diluted basis, as described in the VenHub Business Combination Agreement.

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

•Consummation ~~subject~~of usthe totransactions ~~negative~~contemplated ~~economic,~~by ~~competitive~~the ~~and~~VenHub ~~regulatory~~Business Combination ~~developments,~~Agreement ~~any~~is orsubject ~~all~~to ofcustomary ~~which~~conditions ~~may~~of ~~have~~the arespective ~~substantial~~parties, ~~adverse~~and ~~impact~~conditions oncustomary ~~the~~to ~~particular~~special ~~industry~~purpose inacquisition companies, ~~which~~including wethe ~~operate~~approval ~~after~~of ~~our~~the ~~initial~~Acquiror’s ~~business combination; and~~shareholders.

•In ~~cause~~addition, usconsummation of the VenHub Business Combination is subject to ~~depend~~other onclosing conditions, including, among others: (i) all applicable waiting periods under the ~~marketing~~HSR ~~and~~Act ~~sale~~have ofexpired aor ~~single~~been ~~product~~terminated; (ii) there being no law or ~~limited~~governmental ~~number~~order, ofin ~~products~~either case, enjoining, prohibiting or ~~services~~having the effect of making illegal the consummation of the Business Combination (iii) the requisite approvals have been obtained from the Acquiror’s shareholders; (iv) the requisite approvals have been obtained from VenHub’s stockholders; (v) VenHub obtaining Bridge Financings as described further in the Business Combination Agreement, and (v) the Acquiror Common Stock to be issued as consideration for the Business Combination shall have been approved for listing on Nasdaq, as described further in the VenHub Business Combination Agreement.

4 Termination

~~Table~~The Business Combination Agreement may be terminated by mutual written consent of ~~Contents~~VenHub and Acquiror and in certain other limited circumstances, including by either the Acquiror or VenHub, if the First Merger is not consummated by June 2, 2025 (such date, the “Outside Date”).

~~Limited~~VenHub ~~Ability~~shall pay or cause to ~~Evaluate~~be paid $750,000 to the ~~Target’s~~Acquiror ~~Management~~or ~~Team~~its designees through wire transfer of same-day funds within two Business Days in the event the Business Combination Agreement is terminated under certain circumstances, as described further in the Business Combination Agreement.

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

WeConcurrently ~~cannot~~with ~~assure~~the ~~you~~execution ~~that~~of ~~any~~the VenHub Business Combination Agreement, the Acquiror, CIIG III and certain shareholders of ~~our~~the ~~key~~Acquiror ~~personnel~~entered ~~will~~into ~~remain~~an ininsider ~~senior~~support ~~management~~agreement or(the ~~advisory~~“Insider Support ~~positions~~Agreement”), ~~with~~pursuant to which CIIG III and certain shareholders of the ~~combined~~Acquiror ~~company.~~(collectively, ~~The~~the ~~determination~~“Sponsor asParties”) have agreed to, ~~whether~~among ~~any~~other things, vote in favor of ~~our~~the ~~key~~VenHub ~~personnel~~Business ~~will~~Combination ~~remain~~Agreement ~~with~~and the ~~combined~~transactions ~~company~~contemplated ~~will~~thereby and beon ~~made~~the atterms and subject to the ~~time~~conditions ofset ~~our~~forth ~~initial~~in ~~business~~the ~~combination.~~Insider Support Agreement.

~~Following~~The aforegoing ~~business~~description ~~combination,~~of wethe ~~may~~Insider ~~seek~~Support toAgreement ~~recruit~~is ~~additional managers~~ subject to ~~supplement~~and ~~the~~qualified ~~incumbent~~in ~~management~~its ofentirety ~~the~~by ~~target~~reference ~~business.~~to Wethe ~~cannot~~full ~~assure~~text ~~you~~of ~~that we will have~~ the ~~ability~~Insider toSupport ~~recruit additional managers~~Agreement, orwhich ~~that~~is ~~additional~~filed ~~managers~~as ~~will~~Exhibit ~~have~~10.17 ~~the requisite skills~~hereto, and ~~knowledge~~the orterms ~~experience~~of ~~necessary~~which toare ~~enhance~~incorporated ~~the~~herein ~~incumbent~~by ~~management~~reference.

~~Shareholders May Not Have the Ability to Approve Our Initial Business Combination~~ 5

WeStockholder ~~may~~Support conduct redemptions without a shareholder vote pursuant to the tender offer rules of the United States Securities and Exchange Commission (the “SEC”) subject to the provisions of our amended and restated memorandum and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide to seek shareholder approval for business or other reasons. Agreement

~~Under~~Concurrently with the ~~Nasdaq~~execution ~~listing~~of ~~rules~~the VenHub Business Combination Agreement, ~~shareholder~~certain ~~approval~~stockholders ~~would~~of ~~typically~~VenHub be(collectively, ~~required~~the ~~for~~“VenHub ~~our~~Stockholders”) ~~initial~~entered ~~business~~into ~~combination~~support ifagreements (collectively, the ~~for~~“Stockholder ~~example:~~Support Agreement”) with the Acquiror, pursuant to which the VenHub Stockholders have agreed to, among other things, (i) vote in favor of the VenHub Business Combination Agreement and the transactions contemplated thereby, (ii) waive any rights of appraisal relating to the VenHub Business Combination, and (iii) be bound by certain other covenants and agreements related to the VenHub Business Combination.

•The Weforegoing ~~issue~~description ~~ordinary~~of ~~shares~~the ~~that~~Stockholder ~~will~~Support beAgreement ~~equal~~is subject to orand qualified in ~~excess~~its ofentirety ~~20%~~by reference to the full text of the ~~number~~form of ~~our~~Stockholder ~~ordinary~~Support ~~shares~~Agreement, ~~then-outstanding~~which ~~(other~~is ~~than~~filed inas aExhibit 10.19 ~~public~~hereto, ~~offering);~~and the terms of which are incorporated herein by reference.

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

• The ~~issuance~~Acquiror, orcertain ~~potential~~Sponsor ~~issuance~~Parties and certain stockholders of ~~ordinary~~VenHub have ~~shares~~and will ~~result~~enter into a Lockup Agreement (the “Lockup Agreement”) in ~~our~~connection ~~undergoing~~with athe ~~change~~VenHub ofBusiness ~~control.~~Combination, pursuant to which such parties shall agree to lock up their Lock-Up Securities (as defined in the Lockup Agreement) under the following terms:

~~The~~a. ~~decision~~Certain asSponsor toParties ~~whether~~and wecertain ~~will~~stockholders ~~seek~~of ~~shareholder~~VenHub ~~approval~~that are not deemed to be members of amanagement ~~proposed~~of ~~business~~the ~~combination~~post-Business inCombination ~~those~~company ~~instances~~(each, ina ~~which~~“Non-Management ~~shareholder~~Lockup ~~approval~~Party”) isshall agree to not ~~required~~effect byany ~~law~~transfer ~~will~~of beLock-Up ~~made~~Securities byunless ~~us,~~such ~~solely~~Lock-Up inSecurities ~~our~~are ~~discretion~~released pursuant to the expiration of the relevant lockup period described below, ~~and~~subject ~~will~~to becertain ~~based~~permitted ontransfers. ~~business~~Such restrictions begin at the Closing and ~~reasons~~end on (i) for one-third (33.3%) of Lock-Up Securities held or beneficially owned, the date on which ~~include~~the apost-Business ~~variety~~Combination company issues its first earnings release, (ii) for one-third (33.3%) of ~~factors~~the Lock-Up Securities held or beneficially owned, ~~including~~the date on which the post-Business Combination company issues its second earnings release and (iii) for one-third (33.3%) of the Lock-Up Securities held or beneficially owned, ~~but~~the ~~not~~date ~~limited~~on ~~to:~~which the post-Business Combination company issues its third earnings release.

•b. Each party that is deemed to be a member of management of the ~~timing~~post-Business Combination company (each, a “Management Lockup Party”) agrees not to effect any transfer of its Lock-Up Securities held or beneficially owned by such Management Lockup Party until such Lock-Up Securities are released pursuant to the ~~transaction~~expiration of the relevant lockup period, ~~including~~subject into the ~~event~~permitted wetransfers ~~determine~~described ~~shareholder~~below. ~~approval~~Such ~~would~~restrictions ~~require~~begin ~~additional~~at ~~time~~the Closing and ~~there~~end on (i) for one-third (33.3%) of the Lock-Up Securities held or beneficially owned by such Management Lock-Up Party, the date that is ~~either~~12 ~~not~~months ~~enough~~after ~~time~~the toClosing, ~~seek~~(ii) ~~shareholder~~for ~~approval~~one-third (33.3%) of the shares of Lock-Up Securities held or ~~doing~~beneficially soowned ~~would~~by ~~place~~such usManagement atLock-Up aParty, ~~disadvantage~~the indate that is 18 months after the ~~transaction~~Closing and (iii) for one-third (33.3%) of the shares of Lock-Up Securities held or ~~result~~beneficially inowned ~~other~~by ~~additional~~such ~~burdens~~Management onLock-Up ~~us;~~Party, the date that is 24 months after the Closing.

•c. ~~the~~The ~~expected~~Lockup ~~cost~~Agreement ofwill ~~holding~~provide for certain permitted transfers by Non-Management Lockup Parties and Management Lockup Parties, including but not limited to, transfers to certain affiliates or family members, pursuant to a ~~shareholder~~qualified ~~vote;~~domestic relations order, or by virtue of laws of descent and distribution upon death.

•The ~~the~~foregoing ~~risk~~description ~~that~~of the ~~shareholders~~form ~~would~~of ~~fail~~Lock-Up Agreement is subject to ~~approve~~and qualified in its entirety by reference to the ~~proposed~~full ~~business~~text ~~combination;~~of the form of Lockup Agreement, which is filed as Exhibit 10.18 hereto, and the terms of which are incorporated herein by reference.

•Amended ~~other time~~ and ~~budget~~Restated ~~constraints~~Registration ~~for~~Rights ~~us; and~~Agreement

•Concurrently ~~additional~~with ~~legal~~the ~~complexities~~Closing, the post Business Combination company, CIIG III, and other parties thereto will enter into an Amended and Restated Registration Rights Agreement (the “A&R Registration Rights Agreement”), which amends and restates the Registration and Shareholder Rights Agreement dated as of aDecember ~~proposed~~8, ~~business~~2021 ~~combination~~as further amended by an Amendment to the Registration and Shareholder Rights Agreement, dated as of June 11, 2024. Pursuant to the A&R Registration Rights Agreement, the post Business Combination company will agree that ~~would~~within be30 ~~time-consuming~~calendar days after the Closing, it will file with the U.S. Securities and ~~burdensome~~Exchange Commission (“SEC”) a registration statement registering the resale of certain securities held by or issuable to ~~present~~the parties thereto (the “Resale Registration Statement”), and will use its reasonable best efforts to ~~shareholders~~have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders will be entitled to customary piggyback registration rights.

~~Permitted~~The ~~Purchases~~foregoing description of the form of Amended and ~~Other~~Restated ~~Transactions~~Registration Rights ~~with~~Agreement ~~Respect~~is subject to ~~Our~~and ~~Securities~~qualified in its entirety by reference to the full text of the Amended and Restated Registration Rights Agreement, which is filed as Exhibit 10.20 hereto, and the terms of which are incorporated herein by reference.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately-negotiated transactions or in the open market either prior to or following the completion of our initial business combination. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, executive officers, advisors or their affiliates may enter into transactions with 6

5Initial Business Combination

~~Table~~As long as our securities are then listed on the Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of ~~Contents~~at least 80% of the assets held in the Trust Account (excluding any deferred underwriting commission and taxes payable on the income earned on the Trust Account) at the time of signing of the definitive agreement to enter such initial business combination.

~~investors~~We ~~and~~may ~~others~~structure toour ~~provide~~initial ~~them~~business ~~with~~combination such ~~incentives~~that tothe ~~acquire~~post-business ~~public~~combination ~~shares,~~company ~~vote~~in ~~their~~which our public shareholders own shares owns or acquires less than 100% of such interests or assets of the target business in ~~favor~~order to meet certain objectives of ~~our~~the ~~initial~~target management team or shareholders, or for other reasons, but we will only complete such business combination if the post-business combination company owns or ~~not~~acquires ~~redeem~~50% ~~their~~or ~~public~~more ~~shares.~~of ~~However,~~the ~~they~~issued and ~~have~~outstanding novoting ~~current~~securities ~~commitments,~~of ~~plans~~the target or ~~intentions~~otherwise toacquires ~~engage~~a controlling interest in ~~such~~the ~~transactions~~target ~~and~~business ~~have~~sufficient for it not ~~formulated~~to ~~any~~be ~~terms~~required orto ~~conditions~~register ~~for~~as ~~any~~an ~~such~~investment ~~transactions~~company under the Investment Company Act of 1940, as amended, or the Investment Company Act. ~~None~~Even if the post-business combination company owns or acquires 50% or more of the ~~funds~~voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest in the ~~Trust~~post-business ~~Account~~combination ~~will~~company, bedepending on ~~used~~valuations ascribed to ~~purchase~~the ~~public~~target and us in our initial business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock or ~~warrants~~shares inof ~~such~~a ~~transactions~~target. In Ifthis ~~they~~case, ~~engage~~we would acquire a 100% controlling interest in ~~such~~the ~~transactions~~target. However, ~~they~~as ~~will~~a beresult ~~restricted~~of ~~from~~the ~~making~~issuance ~~any~~of ~~such~~a ~~purchases~~substantial ~~when~~number of ~~they~~new ~~are~~shares, inour ~~possession~~shareholders ofimmediately ~~any~~prior ~~material~~to ~~non-public~~our ~~information~~initial ~~not~~business ~~disclosed~~combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the ~~seller~~equity interests or ifassets ~~such~~of ~~purchases~~a target business or businesses are ~~prohibited~~owned or acquired by ~~Regulation~~the Mpost-transaction ~~under~~company, the ~~Exchange~~portion ~~Act~~of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value test. If our initial business combination involves more than one target business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.

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

~~The~~We ~~purpose~~are ofan ~~any~~“emerging ~~such~~growth ~~transaction~~company,” as ~~could~~defined bein to Section 2(ia) ~~vote~~ inof ~~favor~~the Securities Act of 1933, as amended, or the ~~business~~Securities ~~combination~~Act, ~~and~~as ~~thereby~~modified ~~increase~~by the ~~likelihood~~Jumpstart ofOur ~~obtaining~~Business Startups ~~shareholder~~Act ~~approval~~ of 2012, or the ~~business~~JOBS ~~combination~~Act. As such, ~~(ii) reduce~~we ~~the~~are ~~number~~eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public ~~warrants~~companies ~~outstanding~~that orare ~~vote~~not ~~such~~“emerging ~~warrants~~growth oncompanies” ~~any~~including, ~~matters~~but ~~submitted~~not limited to, not being required to comply with the ~~warrant~~auditor ~~holders~~attestation ~~for~~requirements ~~approval~~of inSection 404 ~~connection~~of ~~with~~the ~~our~~Sarbanes-Oxley ~~initial~~Act ~~business~~of ~~combination~~2002, or ~~(iii) satisfy~~the aSarbanes-Oxley Act, ~~closing~~reduced ~~condition~~disclosure obligations regarding executive compensation in anour ~~agreement~~periodic ~~with~~reports aand ~~target~~proxy ~~that~~statements ~~requires~~and usexemptions tofrom the ~~have~~requirements of holding a ~~minimum~~non-binding ~~net~~advisory ~~worth~~vote oron aexecutive ~~certain~~compensation ~~amount~~and shareholder approval of ~~cash~~any atgolden ~~the~~parachute ~~closing~~payments not ofpreviously ~~our~~approved. ~~initial~~As ~~business~~a ~~combination~~result, ~~where~~our itshareholders ~~appears~~may ~~that~~not ~~such~~have ~~requirement~~access ~~would~~to ~~otherwise~~certain ~~not~~information bethey ~~met~~may deem important. ~~Any~~We ~~such~~cannot ~~purchases~~predict whether ofinvestors will find our securities ~~may~~less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result inof our reliance on these exemptions, the ~~completion~~trading prices of our ~~initial~~securities ~~business~~may ~~combination~~be ~~that~~lower ~~may~~than ~~not~~they otherwise would ~~have~~be, ~~been~~there ~~possible.~~may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

In addition, ifSection 107 ~~such~~of ~~purchases~~the ~~are~~JOBS ~~made,~~Act also ~~the~~provides ~~public~~that an “~~float~~emerging growth company” can take advantage of ~~our~~the ~~Class~~extended transition period provided in Section A7(a)(2)(B) of ~~ordinary~~the ~~shares~~Securities orAct ~~public~~for ~~warrants~~complying ~~may~~with benew ~~reduced~~or ~~and~~revised ~~the~~accounting ~~number~~standards. ofIn ~~beneficial~~other ~~holders~~words, ofan ~~our~~“emerging ~~securities~~growth ~~may~~company” can bedelay ~~reduced,~~the ~~which~~adoption ~~may~~of ~~make~~certain itaccounting ~~difficult~~standards tountil ~~maintain~~those orstandards ~~obtain~~would ~~the~~otherwise ~~quotation,~~apply ~~listing~~to orprivate ~~trading~~companies. We intend to take advantage of ~~our~~the ~~securities~~benefits onof athis ~~national~~extended ~~securities~~transition ~~exchange~~period.

~~Our~~We ~~Sponsor,~~will ~~officers,~~remain ~~directors~~an ~~and/or~~emerging ~~their~~growth ~~affiliates~~company ~~anticipate~~until ~~that they may identify~~ the ~~shareholders~~earlier ~~with whom our Sponsor, officers, directors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt~~ of ~~redemption requests submitted by shareholders~~ (in 1) the last ~~case~~day of ~~Class A~~the ~~ordinary~~fiscal ~~shares)~~year (a) following ~~our~~the ~~mailing~~fifth anniversary of ~~tender offer or proxy materials in connection with our initial business combination. To~~ the ~~extent~~completion ~~that~~of our ~~Sponsor~~IPO, ~~officers,~~(b) in ~~directors,~~which ~~advisors~~we orhave ~~their~~total ~~affiliates~~annual gross ~~enter~~revenue ~~into~~of aat ~~private~~least ~~transaction~~$1.235 billion, ~~they would identify and contact only potential selling~~ or ~~redeeming~~(c) in ~~shareholders~~which ~~who~~we ~~have~~are ~~expressed~~deemed ~~their election~~ to ~~redeem~~be ~~their shares for~~ a ~~pro~~large ~~rata~~accelerated ~~share of the Trust Account or vote against our initial business combination~~filer, ~~whether~~which ormeans ~~not~~the ~~such~~market value ~~shareholder~~of ~~has already submitted a proxy with respect to~~ our ~~initial~~Class A ~~business~~ordinary ~~combination but only if such~~ shares ~~have~~that ~~not~~are ~~already~~held ~~been~~by ~~voted~~non-affiliates atequals ~~the general meeting related to our initial business combination. Our Sponsor, executive officers, directors, advisors~~ or ~~their~~exceeds ~~affiliates~~$700 million ~~will~~as ~~select~~of ~~which~~the ~~shareholders~~end toof ~~purchase~~that ~~shares~~year’s second ~~from~~fiscal ~~based~~quarter onand (2) the ~~negotiated~~date ~~price~~on ~~and~~which ~~number~~we ofhave ~~shares~~issued ~~and~~more ~~any~~than ~~other~~$1.00 billion ~~factors~~in ~~that~~non-convertible ~~they~~debt ~~may~~securities ~~deem~~during the ~~relevant,~~prior ~~and~~three-year ~~will~~period. beReferences ~~restricted~~herein ~~from~~to ~~purchasing~~“emerging ~~shares~~growth ifcompany” ~~such~~shall ~~purchases~~have dothe ~~not~~meaning ~~comply~~associated with ~~Regulation~~it Min ~~under~~ the JOBS ~~Exchange~~ Act ~~and the other federal securities laws~~.

~~Our~~Exempted ~~Sponsor,~~companies ~~officers,~~are ~~directors~~Cayman ~~and/or~~Islands ~~their~~companies conducting ~~affiliates~~business ~~will~~mainly beoutside ~~restricted~~the Cayman Islands and, as such, are exempted from ~~making~~complying ~~purchases~~with certain provisions of ~~shares~~the ifCompanies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the ~~purchases~~Cayman ~~would~~Islands ~~violate~~government that, in accordance with Section 96 of the Tax Concessions Act (aas revised)~~(2)~~ orof ~~Rule~~the ~~10b-5~~Cayman Islands, for a period of 20 years from the ~~Exchange~~date ~~Act.~~of the Weundertaking, ~~expect~~no ~~any~~law ~~such~~which ~~purchases~~is ~~would~~enacted thereafter in the Cayman Islands imposing any tax to be ~~reported~~levied byon ~~such~~profits, ~~person~~income, ~~pursuant~~gains or appreciations will apply to ~~Section 13~~us or our operations and, ~~Section~~in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) 16on or in respect of ~~the~~our ~~Exchange~~shares, ~~Act~~debentures toor other obligations or (ii) by way of the ~~extent~~withholding ~~such~~in ~~purchasers~~whole ~~are~~or ~~subject~~in topart ~~such~~of ~~reporting~~any ~~requirements.~~payment as defined in the Tax Concessions Act (as revised) of the Cayman Islands.

~~Redemption~~We ~~Rights~~are ~~for~~a ~~Public~~Cayman ~~Shareholders~~Islands ~~upon~~exempted ~~Completion~~company ofincorporated on February 2, 2021. Our ~~Initial~~executive ~~Business~~offices ~~Combination~~are located at PO Box 10176, Governor’s Square, 23 Lime Tree Bay Avenue, Grand Cayman, KY1-1002, Cayman Islands and our telephone number is +1 345 814 5772.

We will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $11.20 per public share and such amount will be increased for each one-month extension from May 8, 2024 until December 8, 2024 by $0.028 if we choose to extend our time to consummate an initial business combination, as described herein. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. 7

InEffecting ~~the~~Our ~~event~~Initial ~~that~~Business weCombination seek shareholder approval of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights described above upon completion of the initial business combination.

IfGeneral we seek shareholder approval, we will complete our initial business combination only if we obtain the approval by way of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our Sponsor and each member of our management team have agreed to vote their founder shares and

6We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash from the proceeds of our IPO and the sale of the private placement warrants, the proceeds of the sale of our shares in connection with our initial business combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination or the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

~~Table~~Extensions of ~~Contents~~the Business Combination Deadline

~~public~~We ~~shares~~initially inhad ~~favor~~18 ofmonths ~~our~~from ~~initial~~the ~~business~~closing ~~combination.~~of ~~Our~~the ~~initial shareholders own 25~~IPO,~~000~~ ~~Class B~~until ~~ordinary shares and 5,347,415 Class~~June ~~A ordinary shares (resulting from a conversion on July 11~~13, 2023 of(or anup ~~equal~~to ~~number~~24 ofmonths ~~Class B~~from ~~ordinary shares previously held by~~ the ~~initial~~closing ~~shareholders). Such shares held by our initial shareholders represent approximately 57.72%~~ of ~~all~~ our ~~issued~~IPO ~~and~~if ~~outstanding shares. Therefore,~~ we ~~would~~extended not need additional shares to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or against the ~~proposed~~period ~~transaction or vote at all. In addition, our Sponsor and each member~~ of ~~our~~time ~~management team have entered into an agreement with us, pursuant~~ to ~~which~~consummate ~~they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of~~ a ~~business~~Business ~~combination~~Combination, ~~and~~subject ~~(ii) a shareholder vote~~ to ~~approve an amendment to~~ our ~~amended~~Original ~~and~~Sponsor ~~restated~~depositing ~~memorandum~~additional ~~and~~funds ~~articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed~~ in ~~connection with~~ our ~~initial~~Trust ~~business~~Account) ~~combination or~~ to ~~redeem 100% of our public shares if we do not~~ complete ~~our~~an initial ~~business~~Business ~~combination within the deadline prescribed in our Articles, or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares~~Combination.

IfOn June 2, 2023, we ~~conduct~~amended ~~redemptions~~our ~~pursuant~~Articles to extend the date by which we have to consummate an initial Business Combination from June 13, 2023 to September 13, 2023 and to allow the ~~tender~~Company ~~offer~~to ~~rules~~elect ofto further extend the ~~SEC~~Termination Date on a monthly basis for up to six times by an additional one month each time after September 13, we2023, ~~will~~until March 13, ~~pursuant~~2024, tounless ~~our~~the closing of an initial Business Combination shall have occurred prior thereto. In connection with such extension, we also amended ~~and~~the ~~restated~~Trust ~~memorandum~~Agreement ~~and~~to ~~articles~~align the date on which Continental must commence liquidation of ~~association:~~the Trust Account to the dates stipulated in our revised Articles.

•On ~~conduct~~December 15, 2023, we amended our Articles once again to extend the ~~redemptions~~Termination ~~pursuant~~Date from January 13, 2024 to ~~Rule~~May 8, ~~13e-4~~2024 and ~~Regulation~~to ~~14E~~allow ofthe Company to elect to further extend the ~~Exchange~~Termination ~~Act~~Date on a monthly basis for up to seven times by an additional one month each time after May 8, 2024, until December 8, 2024, unless the closing of an initial Business Combination shall have occurred prior thereto. In connection with such Second Extension, we entered into another amendment to the Trust Agreement to align the date on which ~~regulate~~Continental ~~issuer~~must ~~tender~~commence ~~offers;~~liquidation of ~~and~~the Trust Account to the dates stipulated in our revised Articles.

•On ~~file~~July ~~tender~~10, ~~offer~~2024, ~~documents~~we ~~with~~amended our Articles once again to extend the Termination ~~SEC~~Date ~~prior~~from July 10, 2024 to ~~completing~~December ~~our~~9, ~~initial~~2024 ~~business~~and ~~combination~~to ~~which~~allow ~~contain~~the ~~substantially~~Company to elect to further extend the ~~same~~Termination ~~financial~~Date ~~and~~on ~~other~~a monthly ~~information~~basis ~~about~~for up to seven times by an additional one month each time after December 9, 2024, until June 9, 2025, unless the closing of an initial ~~business~~Business ~~combination~~Combination ~~and~~shall ~~the~~have ~~redemption~~occurred ~~rights~~prior asthereto. isIn ~~required~~connection ~~under~~with ~~Regulation~~such ~~14A~~Third ofExtension, we entered into another amendment to the ~~Exchange~~Trust ~~Act,~~Agreement ~~which~~to ~~regulates~~align the ~~solicitation~~date on which Continental must commence liquidation of ~~proxies~~the Trust Account to the dates stipulated in our revised Articles.

~~Upon~~If ~~the~~we ~~public~~are ~~announcement~~unable ofto ~~our~~consummate an initial business combination, ifwithin the deadline prescribed in our Articles, we ~~elect~~will toredeem ~~conduct~~100% ~~redemptions~~of ~~pursuant~~our toissued and outstanding public shares for a pro rata portion of the funds ~~tender~~held ~~offer~~in ~~rules~~the Trust Account, weequal ~~and~~to ~~our~~the ~~Sponsor~~aggregate ~~will~~amount ~~terminate~~then ~~any~~on ~~plan~~deposit ~~established~~in the Trust Account including interest earned on the funds held in ~~accordance~~the ~~with~~Trust ~~Rule~~Account ~~10b5-1~~and not previously released to ~~purchase~~us to pay our ~~Class A~~income ~~ordinary~~taxes, ~~shares~~divided inby the ~~open~~number ~~market,~~of inthen ~~order~~outstanding public shares, subject to ~~comply~~applicable ~~with~~law ~~Rule~~and ~~14e-5~~as further described herein under ~~the~~“Redemption ~~Exchange~~of ~~Act.~~Public Shares and Liquidation If No Initial Business Combination”, and then seek to dissolve and liquidate.

InIf ~~the~~our ~~event~~initial webusiness ~~conduct~~combination ~~redemptions~~is ~~pursuant~~paid tofor using ~~the~~equity ~~tender~~or ~~offer rules~~debt, ~~our~~or ~~offer~~not toall ~~redeem~~of ~~will~~the ~~remain~~funds ~~open~~released ~~for~~from atthe ~~least~~Trust 20Account ~~business~~are ~~days,~~used infor ~~accordance~~payment ~~with~~of ~~Rule~~the ~~14e-1(a)~~consideration ~~under~~in ~~the~~connection with ~~Exchange~~our ~~Act,~~initial ~~and~~business wecombination ~~will~~or ~~not~~used befor ~~permitted~~redemptions toof ~~complete~~ our ~~initial~~Class A ~~business~~ordinary ~~combination~~shares, ~~until~~we may apply the ~~expiration~~balance of the ~~tender~~cash released ~~offer~~to ~~period.~~us Infrom ~~addition,~~ the ~~tender~~Trust ~~offer~~Account ~~will~~for begeneral ~~conditioned~~corporate onpurposes, ~~public~~including ~~shareholders~~for ~~not~~maintenance ~~tendering~~or ~~more~~expansion ~~than~~of ~~the~~operations ~~number~~ of ~~public~~the ~~shares~~post-business combination wecompany, ~~are~~the ~~permitted~~payment toof ~~redeem.~~principal Ifor ~~public~~interest ~~shareholders~~due ~~tender~~on ~~more~~indebtedness ~~shares~~incurred ~~than~~in wecompleting ~~have~~our ~~offered~~initial tobusiness ~~purchase~~combination, to wefund ~~will withdraw~~ the ~~tender~~purchase ~~offer~~of ~~and~~other ~~not~~companies ~~complete~~or ~~such~~for ~~initial~~working ~~business combination~~capital.

~~Limitation~~On onDecember ~~Redemption~~2, ~~Upon~~2024, ~~Completion~~we Ofentered ~~Our~~into ~~Initial~~the VenHub Business Combination IfAgreement. WeFor ~~Seek~~more ~~Shareholder~~information ~~Approval~~on the VenHub Business Combination, please see VenHub Business Combination above.

IfWe wemay ~~seek~~need ~~shareholder~~to ~~approval~~obtain ofadditional ~~our~~financing ~~initial~~to complete ~~business combination and we do not conduct redemptions in connection with~~ our initial business combination, ~~pursuant~~either tobecause the ~~tender~~transaction ~~offer~~requires ~~rules,~~more ~~our~~cash ~~amended~~than ~~and~~is ~~restated~~available ~~memorandum~~from ~~and~~the ~~articles~~proceeds ofheld in ~~association~~our ~~provide~~Trust ~~that a public shareholder~~Account, ~~together with any affiliate of such shareholder~~ or ~~any~~because ~~other~~we ~~person~~become ~~with~~obligated ~~whom~~to ~~such~~redeem ~~shareholder is acting in concert or as~~ a ~~“group”~~significant ~~(as~~number ~~defined under Section 13~~ of ~~the~~our ~~Exchange~~public ~~Act), will be restricted from redeeming its~~ shares ~~with~~upon ~~respect~~completion ~~to more than an aggregate~~ of ~~15% of~~ the ~~shares~~business combination, ~~sold~~ in ~~our IPO,~~ which case we ~~refer~~may toissue asadditional ~~“Excess~~securities ~~Shares,”~~or ~~without~~incur ~~our~~debt ~~prior~~in ~~consent.~~connection Wewith ~~believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by~~ such ~~holders to use their ability to exercise their redemption rights against a proposed~~ business combination. asThere aare ~~means~~no prohibitions toon ~~force us or~~ our ~~management~~ability to ~~purchase~~issue ~~their~~securities ~~shares at a significant premium to the then-current market price~~ or onincur ~~other~~debt ~~undesirable~~in ~~terms.~~connection ~~Absent~~with ~~this provision, a public shareholder holding more than an aggregate of 15% of the shares sold in~~ our ~~IPO~~initial ~~could~~business ~~threaten~~combination. toWe ~~exercise its redemption rights if such holder’s shares~~ are not ~~purchased by us, our Sponsor or our management at~~ currently a ~~premium~~party to ~~the~~any ~~then-current~~arrangement ~~market price~~ or onunderstanding ~~other~~with ~~undesirable~~any ~~terms.~~third-party Bywith ~~limiting~~respect ~~our shareholders’ ability~~ to ~~redeem~~raising noany ~~more~~additional ~~than~~funds ~~15%~~through of the ~~shares~~sale ~~sold~~of ~~in our IPO without our prior consent~~securities, ~~we believe we will limit~~ the ~~ability~~incurrence of adebt small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or ~~a certain amount of cash~~otherwise.

~~However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.~~ 8

~~Tendering~~Sources ~~Share~~of ~~Certificates~~Target inBusinesses ~~Connection with a Tender Offer or Redemption Rights~~

~~Public~~We ~~shareholders~~anticipate ~~seeking~~that target business candidates will be brought to ~~exercise~~our attention ~~their~~from ~~redemption~~various ~~rights~~unaffiliated sources, ~~whether~~including ~~they~~investment ~~are~~market ~~record~~participants, ~~holders~~private equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or ~~hold~~mailings. ~~their~~These ~~shares~~sources may also introduce us to target businesses in ~~“street~~which ~~name~~they think we may be interested on an unsolicited basis,” since some of these sources will behave ~~required~~read toour ~~either~~IPO ~~tender~~prospectus and know what types of businesses we are targeting. Our officers and directors, as well as their ~~certificates~~affiliates, ~~(if~~may ~~any)~~also bring to our ~~transfer~~attention ~~agent~~target ~~prior~~business candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the ~~date~~business ~~set~~relationships ~~forth~~of inour officers and directors. While we do not presently anticipate engaging the ~~proxy~~services ~~solicitation~~of professional firms or ~~tender~~other ~~offer~~individuals ~~materials~~that specialize in business acquisitions on any formal basis, aswe ~~applicable~~may engage these firms or other individuals in the future, ~~mailed~~in towhich ~~such~~event ~~holders~~we may pay a finder’s fee, consulting fee or other compensation to ~~deliver~~be ~~their~~determined ~~shares~~in an arm’s length negotiation based on the terms of the transaction. We will engage a finder only to the ~~transfer~~extent ~~agent~~our ~~electronically~~management ~~using~~determines ~~The~~that ~~Depository~~the ~~Trust~~use ~~Company~~of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s ~~DWAC~~fees ~~(Deposit/Withdrawal~~is Atcustomarily ~~Custodian)~~tied ~~System~~to completion of a transaction, atin which case any such fee will be paid out of the ~~holder~~funds held in the Trust Account. In no event, however, will our Original Sponsor or any of our existing officers or directors, or their respective affiliates paid by us any finder’s ~~option~~fee, inconsulting ~~each~~fee ~~case~~or upother compensation prior to, ~~two~~or ~~business~~for any ~~days~~services ~~prior~~they render in order to effectuate, the ~~initially~~completion ~~scheduled~~of ~~vote~~our toinitial ~~approve~~business combination (regardless of the type of transaction that it is). We agreed to pay an affiliate of our Original Sponsor a total of $10,000 per month for office space, secretarial and administrative support and to reimburse our Original Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination. ~~The~~In ~~proxy~~connection ~~solicitation~~with orthe ~~tender~~Assignment ~~offer~~Agreement, ~~materials~~the administrative services agreement was terminated and the amount of the administrative fees previously incurred by the Company and outstanding was reduced to the amount of $247,419 which is included in the amount due to related party in the Company’s balance sheet as ~~applicable~~of December 31, ~~that~~2024, weand ~~will~~which ~~furnish~~is expected to ~~holders~~be paid at the completion of a Business Combination. Some of our ~~public~~officers ~~shares~~and indirectors ~~connection~~may enter into employment or consulting agreements with the post-business combination company following our initial business combination. ~~will~~The ~~indicate~~presence ~~the~~or ~~applicable~~absence ~~delivery~~of ~~requirements,~~any ~~which~~such fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.

7We are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsors, founders, officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsors or any of our founders, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting firm that such initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

~~Table~~Evaluation of ~~Contents~~a Target Business and Structuring of Our Initial Business Combination

~~include~~In ~~the~~evaluating ~~requirement that~~ a ~~beneficial~~prospective ~~holder~~target ~~must~~business, ~~identify~~we expect ~~itself in order~~ to ~~validly~~conduct ~~redeem~~an ~~its~~extensive ~~shares.~~due ~~Accordingly,~~diligence areview ~~public~~which ~~shareholder~~may ~~would~~encompass, ~~have~~as ~~from~~applicable ~~the~~and ~~time~~among weother ~~send~~things, ~~out~~meetings ~~our~~with ~~tender~~incumbent management ~~offer~~and ~~materials~~employees, ~~until~~document ~~the~~reviews, ~~close~~interviews of ~~the~~customers ~~tender~~and ~~offer period~~suppliers, orinspection upof tofacilities ~~two~~and ~~business~~a ~~days~~review ~~prior~~of tofinancial and ~~the~~other ~~initially~~information ~~scheduled~~about ~~vote on~~ the ~~proposal~~target toand ~~approve~~its ~~the~~industry. ~~business~~We ~~combination~~will ifalso weutilize ~~distribute~~our ~~proxy~~management ~~materials,~~team’s asoperational ~~applicable,~~and tocapital ~~tender~~planning experience. ~~its~~If ~~shares~~we ifdetermine ~~it wishes~~ to ~~seek~~move toforward ~~exercise~~with ~~its~~a ~~redemption~~particular ~~rights.~~target, ~~Given~~we ~~the~~will ~~relatively~~proceed ~~short period in which~~ to ~~exercise~~structure ~~redemption~~and ~~rights,~~negotiate itthe isterms ~~advisable for shareholders to use electronic delivery~~ of ~~their~~the ~~public~~business combination ~~shares~~transaction.

~~There~~The istime required to select and evaluate a ~~nominal~~target ~~cost~~business ~~associated~~and ~~with~~to ~~the~~structure and ~~above-referenced~~complete ~~tendering~~our ~~process~~initial business combination, and the ~~act~~costs ofassociated ~~certificating~~with ~~the~~this ~~shares~~process, orare ~~delivering~~not ~~them~~currently ~~through~~ascertainable ~~the~~with ~~DWAC~~any ~~System~~degree of certainty. ~~The~~Any ~~transfer~~costs ~~agent~~incurred ~~will~~with ~~typically~~respect ~~charge~~to the ~~tendering~~identification ~~broker~~and aevaluation ~~fee~~ of, ~~approximately~~and ~~$80.00~~negotiation ~~and~~with, ita ~~would~~prospective betarget upbusiness with towhich ~~the~~our ~~broker~~initial ~~whether~~business orcombination is not toultimately ~~pass~~completed ~~this~~will ~~cost~~result onin toour incurring losses and will reduce the ~~redeeming~~funds we ~~holder~~can use to complete another business combination. ~~However,~~We ~~this~~will ~~fee~~not ~~would~~pay beany ~~incurred~~consulting ~~regardless~~fees to members of ~~whether~~our management team, or ~~not~~their werespective affiliates, ~~require~~for ~~holders~~services ~~seeking~~rendered to ~~exercise~~or ~~redemption~~in ~~rights~~connection towith ~~tender~~our ~~their~~initial ~~shares~~business combination. ~~The~~In ~~need~~addition, towe ~~deliver~~have ~~shares~~agreed isnot ato ~~requirement~~enter into ofa ~~exercising~~definitive ~~redemption~~agreement ~~rights~~regarding ~~regardless~~an ofinitial ~~the~~business ~~timing~~combination ofwithout ~~when~~the ~~such~~prior ~~delivery~~consent ~~must~~of beour ~~effectuated.~~Original Sponsor.

The foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination is approved, the company would contact such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder could then have an “option window” after the completion of the business combination during which he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved. 9

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

IfFor an indefinite period of time after the completion of our initial business combination, isthe ~~not~~prospects ~~approved~~for orour ~~completed~~success ~~for~~may ~~any~~depend ~~reason,~~entirely ~~then~~on ~~our~~the ~~public~~future ~~shareholders~~performance ~~who~~of ~~elected~~a single business. Unlike other entities that have the resources to ~~exercise~~complete ~~their~~business ~~redemption~~combinations ~~rights~~with ~~would~~multiple ~~not~~entities bein ~~entitled~~one toor ~~redeem~~several ~~their~~industries, ~~shares~~it is ~~for~~probable that we will not have the ~~applicable~~resources ~~pro~~to ~~rata~~diversify ~~share~~our ofoperations and mitigate the ~~Trust~~risks ~~Account.~~of Inbeing ~~such~~in ~~case,~~a wesingle ~~will~~line ~~promptly~~of ~~return~~business. By ~~any~~completing ~~certificates~~our ~~delivered~~initial bybusiness ~~public~~combination ~~holders~~with ~~who~~only ~~elected~~a tosingle ~~redeem~~entity, ~~their~~our ~~shares.~~lack of diversification may:

If● ~~our~~subject ~~initial~~us ~~proposed~~to ~~business~~negative ~~combination~~economic, iscompetitive ~~not~~and ~~completed~~regulatory developments, weany ~~may~~or ~~continue~~all toof ~~try~~which tomay ~~complete~~have a ~~business~~substantial ~~combination~~adverse ~~with~~impact aon ~~different~~the ~~target~~particular ~~until~~industry ~~May 8,~~in ~~2024~~which ~~(unless~~ we ~~extend~~operate ~~the~~after ~~Termination~~our ~~Date~~initial ~~further~~business ascombination; ~~described in our Articles).~~ and

~~Redemption~~● ofcause ~~Public~~us ~~Shares~~to depend on the marketing and ~~Liquidation~~sale Ifof Noa ~~Initial~~single ~~Business~~product ~~Combination~~or limited number of products or services.

~~Our~~Limited ~~amended~~Ability ~~and restated memorandum and articles of association now provide that we will have until the May 8, 2024 (unless we extend the Termination Date further as described in our Articles)~~ to ~~consummate~~Evaluate ~~an initial business combination. If we have not consummated an initial business combination within~~ the deadline prescribed by our Articles, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholdersTarget’s ~~rights~~Management asTeam shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within the deadline prescribed in our Articles. 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.

~~Our~~Although ~~Sponsor~~we ~~and~~intend ~~each~~to ~~member~~closely ofscrutinize ~~our~~the management of ~~team~~a ~~have~~prospective ~~entered~~target ~~into~~business anwhen ~~agreement~~evaluating the desirability of effecting our initial business combination with usthat business, ~~pursuant~~our assessment of the target business’s management may not prove to ~~which~~be ~~they~~correct. In addition, the future management may not have ~~agreed~~the necessary toskills, ~~waive~~qualifications ~~their~~or ~~rights~~abilities to ~~liquidating~~manage ~~distributions~~a ~~from~~public company. Furthermore, the ~~Trust~~future ~~Account~~role of members of our management team, if any, in the target business cannot presently be stated with ~~respect~~any certainty. The determination as to whether any ~~founder~~of ~~shares~~the ~~they~~members ~~hold~~of ifour management weteam ~~fail~~will toremain ~~consummate~~with anthe combined company will be made at the time of our initial business combination. ~~within~~While ~~the~~it ~~deadline~~is ~~prescribed~~possible that byone ~~our~~or ~~Articles~~more ~~although~~of ~~they~~our directors will beremain ~~entitled~~associated toin ~~liquidating~~some ~~distributions~~capacity ~~from~~with ~~the~~us ~~Trust~~following ~~Account~~our ~~with~~initial ~~respect~~business tocombination, it is unlikely that any ~~public~~of ~~shares~~them ~~they~~will ~~hold~~devote iftheir wefull ~~fail~~efforts to ~~complete~~our affairs subsequent to our initial business combination. ~~within~~Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the ~~prescribed~~operations ~~time~~of ~~frame.~~the particular target business.

8We cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

~~Table~~Following a business combination, we may seek to recruit additional managers to supplement the incumbent management of ~~Contents~~the target business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

~~Our~~Shareholders ~~Sponsor,~~May ~~executive~~Not ~~officers~~Have ~~and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify~~ the ~~substance~~Ability ~~or timing of our obligation~~ to ~~provide~~Approve ~~holders~~Our ofInitial ~~our~~Business Combination Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the deadline prescribed by our Articles, or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC’s “penny stock” rules). If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our Sponsor, any executive officer or director, or any other person.

We ~~expect~~may ~~that~~conduct ~~all~~redemptions ~~costs~~without ~~and~~a ~~expenses~~shareholder vote ~~associated~~pursuant ~~with~~to ~~implementing~~the ~~our~~tender ~~plan~~offer rules of ~~dissolution,~~the asUnited ~~well~~States asSecurities ~~payments~~and toExchange ~~any~~Commission ~~creditors,~~(the ~~will~~“SEC”) besubject ~~funded~~to ~~from~~the provisions ~~amounts~~of ~~remaining~~our ~~out~~amended ofand ~~the~~restated ~~$1,400,000~~memorandum ~~held~~and ~~outside~~articles ~~the~~of ~~Trust~~association. ~~Account~~However, ~~plus~~we upwill toseek ~~$100,000~~shareholder ofapproval ~~funds~~if ~~from~~it ~~the~~is ~~Trust~~required by ~~Account~~applicable ~~available~~law toor usstock toexchange ~~pay~~listing ~~dissolution expenses~~requirement, ~~although~~or we ~~cannot~~may ~~assure~~decide ~~you~~to ~~that~~seek ~~there~~shareholder ~~will~~approval befor ~~sufficient~~business ~~funds~~or ~~for~~other ~~such purpose~~reasons.

IfUnder ~~we were to expend all of~~ the ~~net~~Nasdaq ~~proceeds~~listing ~~of our IPO and the sale of the private placement warrants~~rules, ~~other~~shareholder ~~than~~approval would ~~the~~typically ~~proceeds~~be ~~deposited~~required infor ~~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 $11.20 (assuming the period of time to consummate an~~ initial business combination is not extended further as provided for in our Articles). 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 less than $11.20. 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.~~ example:

~~Although~~● weWe ~~will~~issue ~~seek~~ordinary toshares have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, there is no guarantee that ~~they~~ will ~~execute such agreements or even if they execute such agreements that they would~~ be ~~prevented~~equal ~~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~~excess case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of ~~the~~20% alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative. Examples of ~~possible instances where we may engage a third-party that refuses to execute a waiver include~~ the ~~engagement~~number of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, our ~~Sponsor~~ordinary ~~has~~shares ~~agreed that it will be liable to us if and to the extent any claims by a third~~then-~~party~~outstanding ~~for services rendered or products sold to us~~ (other than ~~our~~in ~~independent registered public accounting firm), or~~ a ~~prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $11.20 per~~ public ~~share and (ii~~offering) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $11.20 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. ;

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

~~Table~~● The issuance or potential issuance of ~~Contents~~ordinary shares will result in our undergoing a change of control.

In the event that the proceeds in the Trust Account are reduced below the lesser of (i) $11.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $11.20 per public share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less than $11.20 per public share. 10

WeThe ~~will~~decision ~~seek~~as to ~~reduce~~whether ~~the~~we ~~possibility that our Sponsor~~ will ~~have~~seek toshareholder approval ~~indemnify the Trust Account due to claims~~ of ~~creditors~~a byproposed ~~endeavoring to have all vendors, service providers, prospective target businesses or other entities with which we do~~ business ~~execute~~combination ~~agreements with us waiving any right, title, interest or claim of any kind~~ in orthose toinstances ~~monies held~~ in ~~the~~which ~~Trust~~shareholder ~~Account.~~approval ~~Our~~is ~~Sponsor will also~~ not berequired ~~liable~~by aslaw ~~to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. We~~ will ~~have~~be ~~access~~made toby ~~up to $1~~us,~~000,000~~ solely ~~following our IPO and the sale of the private placement warrants with which to pay any such potential claims (including costs and expenses incurred~~ in ~~connection with~~ our ~~liquidation~~discretion, ~~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, however such liability will ~~not~~ be ~~greater~~based ~~than~~on ~~the~~business ~~amount~~and ~~of funds from our Trust Account received by any such shareholder. In the event that our offering expenses exceed our estimate of $1~~reasons,~~000,000,~~ wewhich ~~may~~include ~~fund~~a ~~such~~variety ~~excess with funds from the funds not to be held in the Trust Account. In such case, the amount~~ of ~~funds we intend to be held outside the Trust Account would decrease by a corresponding amount. Conversely~~factors, ~~in the event that the offering expenses are less than our estimate of $1~~including,~~000,000,~~ ~~the~~but ~~amount~~not oflimited ~~funds we intend~~ to ~~be held outside the Trust Account would increase by a corresponding amount.~~ :

If● ~~we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,~~ the ~~proceeds~~timing ~~held~~of in the ~~Trust Account could be subject to applicable bankruptcy or insolvency law~~transaction, ~~and~~including ~~may be included~~ in ~~our bankruptcy estate and subject to~~ the ~~claims~~event ~~of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account,~~ we ~~cannot~~determine ~~assure~~shareholder ~~you~~approval wewould ~~will~~require beadditional ~~able~~time toand ~~return~~there ~~$11.20 per public share to our public shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition~~ is ~~filed~~either ~~against us that is~~ not ~~dismissed,~~enough ~~any~~time ~~distributions~~to ~~received~~seek byshareholder ~~shareholders~~approval ~~could be viewed under applicable debtor/creditor and/~~or ~~bankruptcy~~doing orso ~~insolvency~~would ~~laws~~place asus ~~either~~at a ~~“preferential~~disadvantage ~~transfer”~~in orthe atransaction ~~“fraudulent~~or ~~conveyance.” As a~~ result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in ~~bad~~other ~~faith,~~additional ~~and~~burdens ~~thereby~~on 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.~~ ;

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

~~Conflicts~~● ofthe ~~Interest~~risk that the shareholders would fail to approve the proposed business combination;

~~Certain~~● ~~of our founders, officers and directors presently have, and any of them in the future may have additional, fiduciary and contractual duties to~~ other ~~entities,~~time ~~including TG~~ and ~~its~~budget ~~affiliates.~~constraints ~~As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity which is suitable~~ for anus; entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business combination. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.

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

~~Table~~Permitted ofPurchases ~~Contents~~and Other Transactions with Respect to Our Securities

InIf ~~addition,~~we seek shareholder approval of our ~~founders~~initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, ~~Sponsor~~our Sponsors, directors, executive officers, ~~and~~advisors ~~directors~~or their affiliates may ~~Sponsor,~~purchase ~~form~~public shares or ~~participate~~warrants in ~~other~~privately-negotiated ~~blank~~transactions or ~~check~~in ~~companies~~the ~~similar~~open tomarket ~~ours~~either ~~during~~prior ~~the~~to ~~period~~or infollowing ~~which~~the wecompletion ~~are~~of ~~seeking~~our an initial business combination. ~~Any~~Additionally, ~~such~~at ~~companies~~any ~~may~~time ~~present~~at ~~additional~~or prior ~~conflicts~~to ofour ~~interest~~initial inbusiness ~~pursuing~~combination, ansubject ~~acquisition~~to ~~target,~~applicable ~~particularly~~securities inlaws ~~the~~(including ~~event~~with ~~there~~respect isto ~~overlap~~material ~~among~~nonpublic ~~investment~~information), our ~~mandates.~~Sponsors, ~~However~~directors, weexecutive doofficers, ~~not~~advisors ~~currently~~or ~~expect~~their ~~that~~affiliates ~~any~~may ~~such~~enter ~~other~~into ~~blank~~transactions ~~check~~with ~~company~~investors ~~would~~and ~~materially~~others ~~affect~~to ~~our~~provide them ~~ability~~with incentives to ~~complete~~acquire public shares, vote their public shares in favor of our initial business combination. Inor ~~addition,~~not ~~our~~redeem ~~founders,~~their public ~~Sponsor~~shares. However, ~~officers~~they ~~and~~have ~~directors~~no current commitments, ~~are~~plans ~~not~~or ~~required~~intentions to ~~commit~~engage in such transactions and have not formulated any terms ~~specified~~or ~~amount~~conditions for any such transactions. None of ~~time~~the tofunds ~~our~~in ~~affairs,~~the ~~and,~~Trust ~~accordingly,~~Account will ~~have~~be ~~conflicts~~used ofto ~~interest~~purchase public shares or warrants in ~~allocating~~such ~~management~~transactions. ~~time~~If ~~among~~they ~~various~~engage ~~business~~in ~~activities~~such transactions, ~~including~~they ~~identifying~~will ~~potential~~be ~~business~~restricted ~~combinations~~from ~~and~~making ~~monitoring~~any such purchases when they are in possession of any material non-public information not disclosed to the ~~related~~seller ~~due~~or ~~diligence.~~if such purchases are prohibited by Regulation M under the Exchange Act.

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

WeThe ~~currently~~purpose ~~maintain~~of ~~our~~any ~~executive~~such ~~offices~~transaction atcould PObe ~~Box~~to (i) vote ~~10176,~~in ~~Governor’s~~favor ~~Square,~~of 23the ~~Lime~~business ~~Tree~~combination ~~Bay~~and ~~Avenue,~~thereby ~~Grand~~increase ~~Cayman,~~the ~~KY1-1002,~~likelihood ~~Cayman~~of ~~Islands.~~obtaining ~~The~~shareholder ~~cost~~approval ~~for~~of ~~our~~the ~~use~~business combination, (ii) reduce the number of ~~this~~public ~~space~~warrants isoutstanding ~~$8,000~~or ~~per~~vote ~~calendar~~such ~~year,~~warrants ~~payable~~on any matters submitted to ~~Zedra~~the ~~Trust~~warrant holders ~~Company~~for approval in connection with our initial business combination or (~~Cayman~~iii) satisfy ~~Limited~~a ~~pursuant~~closing tocondition ~~the~~in ~~License~~an toagreement ~~Occupy~~with a ~~dated~~target ~~February 9,~~that ~~2023.~~requires Weus ~~consider~~to ~~our~~have ~~current~~a ~~office~~minimum ~~space~~net ~~adequate~~worth ~~for~~or ~~our~~a ~~current~~certain ~~operations.~~amount ~~For~~of cash at the ~~year~~closing ~~ended~~of ~~December 31,~~our ~~2023~~initial business combination, where ~~the~~it ~~Company~~appears ~~incurred~~that ~~and~~such ~~paid~~requirement ~~$8,000~~would ~~(net~~otherwise ofnot ~~fees)~~be ~~for~~met. Any such ~~License~~purchases toof ~~Occupy.~~our securities may result in the completion of our initial business combination that may not otherwise have been possible.

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

We currently have three executive officers. These individuals 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 they will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business combination. 11

~~Item 1A~~Our Sponsors, officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our Sponsors, officers, directors or their affiliates may pursue privately negotiated transactions by either the shareholders contacting us directly or by our receipt of redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of tender offer or proxy materials in connection with our initial business combination. ~~Risk~~To ~~Factors~~the extent that our Sponsors, officers, directors, advisors or their affiliates enter into a private transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem their shares for a pro rata share of the Trust Account or vote against our initial business combination, whether or not such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at the general meeting related to our initial business combination. Our Sponsors, executive officers, directors, advisors or their affiliates will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

AnOur ~~investment~~Sponsors, inofficers, ~~our~~directors ~~securities~~and/or ~~involves~~their aaffiliates ~~high~~will ~~degree~~be ofrestricted from ~~risk.~~making ~~You~~purchases ~~should consider carefully all~~ of ~~the~~shares ~~risks~~if ~~described below, together with~~ the ~~other~~purchases ~~information~~would ~~contained~~violate ~~in this Annual Report, before making~~ Section 9(a)(2) ~~decision~~or toRule ~~invest~~10b-5 ~~in our securities. If any~~ of the ~~following~~Exchange ~~events~~Act. ~~occur,~~We ~~our~~expect ~~business,~~any ~~financial~~such purchases ~~condition~~would ~~and operating results may~~ be ~~materially~~reported ~~adversely~~by ~~affected.~~such Inperson ~~that~~pursuant ~~event,~~to ~~the~~Section 13 ~~trading~~and ~~price~~Section 16 of ~~our~~the ~~securities~~Exchange ~~could~~Act ~~decline,~~to ~~and~~the ~~you~~extent ~~could~~such ~~lose~~purchasers are ~~all~~subject orto ~~part~~such ofreporting ~~your investment~~requirements.

~~Risks~~Redemption ~~Relating~~Rights Tofor ~~Our~~Public ~~Search~~Shareholders ~~For,~~upon ~~And~~Completion ~~Consummation~~of OfOur Initial ~~Or Inability To Consummate, A~~ Business Combination

We ~~have~~will noprovide ~~operating~~our ~~history~~public ~~and~~shareholders nowith the ~~revenues~~opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share price, ~~and~~payable ~~you~~in ~~have~~cash, noequal ~~basis~~to the aggregate amount then on ~~which~~deposit in the Trust Account calculated as of two business days prior to ~~evaluate~~the ~~our~~consummation ~~ability~~of the initial business combination, including interest earned on the funds held in the Trust Account and not previously released to ~~achieve~~us to pay our ~~business~~income ~~objective~~taxes, if any, divided by the number of then-outstanding public shares, subject to the limitations described herein. In connection with the Second Extension, for each one-month extension from May 8, 2024 until July 9, 2024 monthly $90,000 deposits (or the pro-rated portion thereof) were made into the Trust Account representing approximately $0.028 per Public Share. In connection with the shareholder approval of the Third Extension, starting July 10, 2024 the Articles were amended to remove the cash deposit requirement for further monthly extensions. As of December 31, 2024, the amount in the Trust Account is approximately $11.64 per public share. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares.

WeIn ~~are an exempted company incorporated under~~ the ~~laws~~event ofthat ~~the Cayman Islands with no operating results. Because~~ we ~~lack~~seek anshareholder ~~operating history, you have no basis upon which to evaluate our ability to achieve our business objective~~ approval of ~~completing~~ our initial business combination, ~~with~~we ~~one~~will ordistribute ~~more~~proxy ~~target~~materials ~~businesses.~~and, Wein ~~have~~connection ~~no plans~~therewith, ~~arrangements~~provide orour ~~understandings~~public shareholders with ~~any~~the ~~prospective~~redemption ~~target~~rights ~~business~~described ~~concerning~~above aupon ~~business~~completion ~~combination~~of ~~and~~the ~~may be unable to complete our~~ initial business combination. ~~If we fail to complete our initial business combination, we will never generate any operating revenues.~~

If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval by way of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our Sponsors and each member of our management team have agreed to vote their founder shares and public shares in favor of our initial business combination. Our ~~independent~~initial ~~registered~~shareholders and CIIG III collectively own 25,000 Class B ordinary shares and 5,347,415 Class A ordinary shares (resulting from a conversion on July 11, 2023 of an equal number of Class B ordinary shares previously held by the initial shareholders). Such shares held by our initial shareholders and CIIG III currently represent approximately 75.1% of all our issued and outstanding shares. Therefore, we would not need additional shares to be voted in favor of an initial business combination in order to have our initial business combination approved. Each public ~~accounting~~shareholder ~~firm’s~~may elect ~~report~~to ~~contains~~redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our Sponsors and each member of our management team have entered into an ~~explanatory~~agreement ~~paragraph~~with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with (i) the completion of a business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that ~~expresses~~would ~~substantial~~modify ~~doubt~~the ~~about~~substance or timing of our ~~ability~~obligation to ~~continue~~provide holders asof aour ~~“going~~Class A ~~concern.”~~ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the deadline prescribed in our Articles, or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

As of December 31, 2023, we had cash outside the Trust Account of $4,624 available for working capital needs and working capital deficit of $3,073,525. Further, we expect to incur significant costs in pursuit of financing plans and our initial Business Combination. Management’s plans to address this need for capital are discussed in the section of this Annual Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Our plans to raise capital and to consummate our initial Business Combination may not be successful. These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this Annual Report do not include any adjustments that might result from our inability to continue as a going concern. 12

WeIf ~~may~~we ~~not~~conduct beredemptions ~~able~~pursuant to ~~consummate~~the antender offer ~~initial~~rules ~~business~~of ~~combination within~~ the ~~deadline prescribed in our Articles~~SEC, ~~in which case~~ we ~~would~~will, ~~cease~~pursuant ~~all~~to ~~operations~~our ~~except~~amended ~~for the purpose of winding up~~ and werestated ~~would~~memorandum ~~redeem our public shares~~ and ~~liquidate.~~articles of association:

We● ~~may~~conduct ~~not be able to find a suitable target business and consummate an initial business combination within~~ the ~~deadline~~redemptions ~~prescribed~~pursuant ~~in our Articles. Our ability~~ to ~~complete~~Rule our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, geopolitical conditions and global economic uncertainty, including the Israel13e-~~Hamas~~4 ~~conflict, the Russia-Ukraine war~~ and ~~other~~Regulation ~~macroeconomic~~14E ~~factors that negatively impact the equity and debt markets, as described elsewhere herein, could limit our ability to complete our initial business combination, including as a result~~ of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. In addition, such macroeconomic events, including terrorist attacks, the ~~Israel-Hamas~~Exchange ~~conflict~~Act, the ongoing Russia-Ukraine war, natural disasters or a significant outbreak of infectious diseases may negatively impact businesses we may seek to acquire. In addition, the current U.S. political environment and the resulting uncertainties regarding actual and potential shifts in U.S. foreign investment, trade, taxation, economic, environmental and other policies under the current administration, as well as the impact of geopolitical tension, such as a deterioration in the bilateral relationship between the U.S. and China, the Israel-Hamas conflict or the ongoing Russia-Ukraine war (including any further escalations thereof) could lead to disruption, instability and volatility in the global markets. If we have not consummated an initial business combination within the deadline prescribed in our Articles, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number of the then-outstanding public shares, which ~~redemption~~regulate ~~will~~issuer ~~completely~~tender ~~extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any)~~offers; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $11.20 per public share, or less than $11.20 per public share, on 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 be less than $11.20 per public share” and other risk factors herein.

11● file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

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

~~Our~~In ~~public~~the ~~shareholders~~event ~~may~~we ~~not~~conduct beredemptions ~~afforded~~pursuant anto the ~~opportunity~~tender offer rules, our offer to ~~vote~~redeem onwill ~~our~~remain ~~proposed~~open ~~initial~~for at least 20 business ~~combination~~days, ~~which~~in ~~means~~accordance with Rule 14e-1(a) under the Exchange Act, and we ~~may~~will not be permitted to complete our initial business combination ~~even~~until ~~though~~the aexpiration ~~majority~~of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of ~~our~~public shares we are permitted to redeem. If public shareholders dotender ~~not~~more ~~support~~shares than we have offered to purchase, we will withdraw the tender offer and not complete such ainitial business combination.

WeLimitation may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirements. For instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except as required by applicable law or stock exchange listing requirement, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on aRedemption ~~variety~~Upon ofCompletion ~~factors,~~Of ~~such~~Our asInitial ~~the~~Business Combination ~~timing~~If ofWe ~~the~~Seek ~~transaction~~Shareholder ~~and~~Approval whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.

~~Please~~If ~~see~~we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the ~~section~~tender ~~entitled~~offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “~~Item~~group” 1(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in our IPO, which we refer to as “Excess Shares,” without our prior consent. ~~Business-Effecting~~We ~~Our~~believe ~~Initial~~this ~~Business~~restriction ~~Combination~~will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-~~Shareholders~~current ~~May~~market ~~Not~~price ~~Have~~or on other undesirable terms. Absent this provision, a public shareholder holding more than an aggregate of 15% of the ~~Ability~~shares sold in our IPO could threaten to ~~Approve~~exercise ~~Our~~its ~~Initial~~redemption ~~Business~~rights ~~Combination”~~if ~~for~~such ~~additional~~holder’s ~~information~~shares are not purchased by us, our Sponsors or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no more than 15% of the shares sold in our IPO without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

~~Your~~However, ~~only~~we ~~opportunity~~would tonot ~~affect~~be ~~your~~restricting ~~investment~~our ~~decision~~shareholders’ ability ~~regarding a potential business combination may be limited~~ to ~~the~~vote ~~exercise~~all of ~~your~~their ~~right~~shares to(including ~~redeem~~Excess ~~your~~Shares) ~~shares~~for ~~from~~or usagainst ~~for~~our ~~cash.~~initial business combination.

AtTendering ~~the~~Share ~~time~~Certificates ~~of your investment~~ in ~~us,~~Connection ~~you will not be provided~~ with ~~an opportunity to evaluate the specific merits or risks of any target businesses. Since our board of directors may complete~~ a ~~business~~Tender ~~combination~~Offer ~~without seeking shareholder approval, public shareholders may not have the right~~ or Redemption ~~opportunity~~Rights to vote on the business combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affect the investment decision regarding a potential business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business combination.

~~Due~~Public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” will be required to either tender their certificates (if any) to our transfer agent prior to the ~~large~~date ~~number~~set offorth ~~special~~in ~~purpose~~the ~~acquisition~~proxy ~~companies~~solicitation ~~evaluating~~or ~~targets~~tender offer materials, ~~attractive~~as applicable, ~~targets~~mailed ~~are~~to ~~scarce~~such ~~and~~holders, ~~there~~or isto ~~more~~deliver ~~competition~~their ~~for~~shares ~~attractive~~to ~~targets.~~the ~~This~~transfer ~~could~~agent ~~increase~~electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the ~~cost~~holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination ~~and~~will ~~could~~indicate ~~even~~the ~~result~~applicable indelivery ~~our~~requirements, which ~~inability~~will include the requirement that a beneficial holder must identify itself in order to ~~find~~validly redeem its shares. Accordingly, a ~~target~~public shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to ~~consummate~~two anbusiness ~~initial~~days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their public shares.

Because there are many special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models is high, which could cause targets companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether. 13

IfThere weis ~~seek~~a ~~shareholder~~nominal ~~approval~~cost associated with the above-referenced tendering process and the act of ~~our~~certificating ~~initial~~the ~~business~~shares ~~combination,~~or ~~our~~delivering ~~Sponsor~~them ~~and~~through ~~members~~the DWAC System. The transfer agent will typically charge the tendering broker a fee of ~~our~~approximately ~~management~~$80.00 ~~team~~and ~~have~~it ~~agreed~~would be up to ~~vote~~the inbroker ~~favor~~whether ofor ~~such~~not ~~initial~~to ~~business~~pass ~~combination~~this cost on to the redeeming holder. However, this fee would be incurred regardless of ~~how~~whether ~~our~~or ~~public~~not ~~shareholders~~we ~~vote~~require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

AsThe offoregoing ~~the~~is ~~date~~different offrom ~~this~~the ~~Annual~~procedures used ~~Report,~~by ~~our~~many ~~initial~~blank ~~shareholders~~check ~~own~~companies. ~~25,000~~In ~~Class B~~order ~~ordinary~~to ~~shares~~perfect ~~and~~redemption ~~5,347,415~~rights ~~Class A~~in ~~ordinary~~connection ~~shares~~with ~~(resulting~~their ~~from~~business ~~a conversion on July 11~~combinations, ~~2023~~many ofblank ancheck companies ~~equal~~would ~~number~~distribute ofproxy ~~Class B~~materials ~~ordinary~~for ~~shares~~the ~~previously~~shareholders’ ~~held~~vote byon ~~the~~an initial ~~shareholders).~~business ~~Our~~combination, ~~Sponsor~~ and ~~members~~a ofholder ~~our~~could ~~management~~simply vote ~~team~~against ~~also~~a ~~may~~proposed ~~from~~business ~~time~~combination toand ~~time~~check ~~purchase~~a ~~Class A~~box ~~ordinary~~on ~~shares~~the ~~prior~~proxy tocard ~~our~~indicating ~~initial~~such ~~business~~holder ~~combination.~~was ~~Our~~seeking ~~amended~~to ~~and~~exercise ~~restated~~his ~~memorandum~~or ~~and~~her redemption ~~articles~~rights. ofAfter ~~association~~the ~~provide~~business ~~that,~~combination ifis ~~we seek shareholder approval~~approved, wethe ~~will~~company ~~complete~~would ~~our~~contact ~~initial~~such ~~business~~shareholder ~~combination~~to ~~only~~arrange iffor wehim ~~obtain~~or ~~the~~her ~~approval~~to deliver byhis ~~way~~or ofher ancertificate ~~ordinary~~to ~~resolution~~verify ~~under~~ownership. ~~Cayman~~As ~~Islands~~a ~~law~~result, ~~which~~the ~~requires~~shareholder ~~the~~could ~~affirmative~~then ~~vote~~have ofan a“option ~~majority~~window” after the completion of the ~~shareholders~~business ~~who~~combination ~~attend~~during ~~and~~which ~~vote~~he ator ashe ~~general~~could ~~meeting~~monitor of the ~~company.~~price ~~Our~~of ~~initial~~the ~~shareholders~~company’s ~~Class A ordinary~~ shares ~~and~~in ~~Class B~~the ~~ordinary shares represent approximately 57~~market.~~72%~~ If ofthe ~~all~~price ~~our~~rose ~~issued~~above ~~and~~the ~~outstanding~~redemption ~~shares.~~price, ~~Our~~he ~~initial~~or ~~shareholders~~she ~~have~~could ~~agreed~~sell tohis ~~vote~~or ~~their~~her shares in ~~favor~~the ofopen ~~our~~market ~~initial~~before ~~business~~actually ~~combination.~~delivering ~~Therefore,~~his or weher ~~would not need additional~~ shares to bethe ~~voted~~company infor ~~favor~~cancellation. ofAs ana ~~initial~~result, ~~business~~the ~~combination~~redemption inrights, ~~order~~ to ~~have~~which ~~our~~shareholders ~~initial~~were ~~business~~aware ~~combination~~they ~~approved.~~needed ~~Accordingly,~~to ifcommit before wethe ~~seek~~general ~~shareholder~~meeting, ~~approval~~would ofbecome ~~our~~“option” ~~initial~~rights ~~business~~surviving ~~combination,~~past the ~~agreement~~completion byof ~~our~~the ~~Sponsor~~business ~~and~~combination ~~each~~until ~~member~~the redeeming ofholder ~~our~~delivered ~~management~~its ~~team~~certificate. toThe ~~vote~~requirement ~~their~~for ~~shares~~physical inor ~~favor~~electronic ofdelivery ~~our~~prior ~~initial~~to ~~business combination will increase~~ the ~~likelihood~~meeting ensures that wea ~~will~~redeeming shareholder’s ~~receive~~election ~~the~~to ~~requisite~~redeem ~~shareholder~~is ~~approval~~irrevocable ~~for~~once ~~such~~the ~~initial~~ business combination. is approved.

~~The~~Any ~~ability~~request ofto ~~our~~redeem ~~public~~such ~~shareholders~~shares, once made, may be withdrawn at any time up to ~~redeem~~two ~~their~~business ~~shares~~days ~~for~~prior ~~cash~~to ~~may~~the ~~make~~initially ~~our~~scheduled ~~financial~~vote ~~condition~~on ~~unattractive~~the proposal to ~~potential~~approve the business combination ~~targets~~, unless ~~which~~otherwise ~~may~~agreed ~~make~~to itby ~~difficult~~us. ~~for~~Furthermore, usif toa ~~enter~~holder ~~into~~of a ~~business~~public ~~combination~~share delivered its certificate in connection with aan ~~target~~election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business combination.

WeIf ~~may~~our ~~seek~~initial ~~to enter into a~~ business combination ~~transaction~~is ~~agreement~~not ~~with a prospective target that requires as a closing condition that we have a minimum net worth~~ approved or acompleted ~~certain~~for ~~amount~~any ofreason, ~~cash.~~then Ifour ~~too many~~ public shareholders who elected to exercise their redemption rights, we would not be ~~able~~entitled to ~~meet~~redeem their ~~such~~shares ~~closing~~for ~~condition~~the ~~and,~~applicable aspro arata ~~result,~~share ~~would~~of ~~not be able to proceed with~~ the ~~business~~Trust ~~combination~~Account. ~~Furthermore,~~In ~~unlike~~such ~~other similar special purpose acquisition companies~~case, we ~~can redeem our public shares irrespective of whether such redemption would cause our net tangible assets to be less than $5,000,001. Prospective targets~~ will bepromptly ~~aware~~return ofany ~~these~~certificates ~~risks~~delivered by ~~and,~~public ~~thus,~~holders ~~may~~who beelected ~~reluctant~~ to ~~enter~~redeem ~~into~~their ~~a business combination transaction with us~~shares.

~~The~~If ~~ability~~our ofinitial ~~our~~proposed ~~public~~business ~~shareholders~~combination tois ~~exercise~~not ~~redemption~~completed, ~~rights~~we ~~with~~may continue ~~respect~~to try to complete a ~~large~~business ~~number~~combination ofwith ~~our~~a ~~shares~~different ~~may~~target ~~not~~until ~~allow~~June us9, to2025 ~~complete~~(unless ~~the~~we ~~most~~extend ~~desirable~~the ~~business~~Termination ~~combination~~Date orfurther as ~~optimize~~described in our ~~capital structure~~Articles).

AtRedemption ~~the time we enter into an agreement for our initial business combination, we will not know how many~~ of ~~our~~Public ~~remaining~~Shares ~~public shareholders may exercise their redemption rights,~~ and ~~therefore~~Liquidation ~~will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption.~~ If ~~our~~No ~~remaining~~Initial ~~public~~Business Combination shareholders submit their shares for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive

12Our amended and restated memorandum and articles of association now provide that we will have until the June 9, 2025, (unless we extend the Termination Date further as described in our Articles) to consummate an initial business combination. If we have not consummated an initial business combination within the deadline prescribed by our Articles, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within the deadline prescribed in our Articles. 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.

~~Table~~Our Sponsors and each member of ~~Contents~~our management team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if we fail to consummate an initial business combination within the deadline prescribed by our Articles although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame.

equity issuances (including, for example, under one or more forward purchase agreements that we may enter into) or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commission payable to UBS in case we complete a Business Combination, unless UBS has previously expressly waived such commission, will not be adjusted for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commission due to UBS if we complete a Business Combination, unless UBS has previously expressly waived such commission. 14

~~The~~Our ~~ability~~Sponsors, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares ~~shareholders~~if we do not complete our initial business combination within the deadline prescribed by our Articles, or (B) with respect to ~~exercise~~any ~~redemption~~other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with ~~respect~~the opportunity to redeem their public shares upon approval of any such amendment at a ~~large~~per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of ~~our~~the then-outstanding public shares. ~~could~~However, ~~increase~~we ~~the~~may ~~probability~~not redeem our public shares in an amount that would cause our ~~initial~~net ~~business~~tangible ~~combination~~assets ~~would~~to be ~~unsuccessful~~less ~~and~~than $5,000,001 (so that ~~you~~we ~~would~~do ~~have~~not then become subject to ~~wait~~the ~~for~~SEC’s ~~liquidation~~“penny instock” ~~order~~rules). If this optional redemption right is exercised with respect to ~~redeem~~an ~~your~~excessive number of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our Sponsors, any executive officer or director, or any other person.

IfWe ~~our~~expect ~~initial~~that ~~business~~all ~~combination~~costs ~~agreement~~and ~~requires~~expenses usassociated towith ~~use~~implementing our aplan ~~portion~~ of ~~the~~dissolution, ~~cash~~as inwell ~~the~~as ~~Trust~~payments ~~Account~~ to ~~pay~~any ~~the purchase price~~creditors, orwill ~~requires us to have a minimum amount of cash at closing, the probability that our initial business combination would~~ be ~~unsuccessful~~funded isfrom ~~increased.~~amounts Ifheld ~~our~~outside ~~initial business combination is unsuccessful, you would not receive your pro rata portion of~~ the ~~funds in the~~ Trust Account ~~until~~plus weup ~~liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt~~ to ~~sell your shares in the open market; however~~$100,000 of atdissolution ~~such~~expenses ~~time~~payable ~~our~~by ~~shares~~CIIG ~~may~~Management ~~trade~~III ~~at a discount to the pro rata amount per share in the Trust Account. In either situation~~LLC, ~~you~~although ~~may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until~~ we ~~liquidate~~cannot orassure you ~~are~~that ~~able~~there towill ~~sell~~be ~~your~~sufficient ~~shares~~funds infor ~~the open market~~such purpose.

~~The~~If ~~requirement that~~ we ~~consummate~~were anto ~~initial~~expend ~~business~~all ~~combination~~of ~~within~~ the ~~deadline~~net ~~prescribed~~proceeds inof our ~~Articles~~IPO ~~may~~and ~~give~~the ~~potential~~sale of ~~target~~the ~~businesses~~private ~~leverage~~placement ~~over~~warrants, usother inthan ~~negotiating~~the aproceeds ~~business~~deposited ~~combination~~in the Trust Account, and ~~may~~without ~~limit~~taking into account interest, if any, earned on the ~~time~~Trust weAccount, ~~have~~the inper-share ~~which~~redemption toamount ~~conduct~~received ~~due~~by ~~diligence~~shareholders onupon ~~potential~~our dissolution would be approximately $11.64 as of December 31, 2024 (assuming the period of time to consummate an initial business combination ~~targets,~~is innot ~~particular~~extended further as weprovided for ~~approach~~in our ~~dissolution~~Articles). ~~deadline,~~The ~~which~~proceeds deposited in the Trust Account could, ~~undermine~~however, ~~our~~become ~~ability~~subject to ~~complete~~the claims of our ~~initial~~creditors ~~business~~which would ~~combination~~have onhigher ~~terms~~priority than the claims of our public shareholders. We cannot assure you that ~~would~~the ~~produce~~actual ~~value~~per-share ~~for~~redemption ~~our~~amount received by shareholders will not be less than $11.64. 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.

~~Any~~Although ~~potential~~we will seek to have all vendors, service providers, prospective target ~~business~~businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including, but not limited, to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into ~~negotiations~~an ~~concerning~~agreement with a ~~business~~third-party ~~combination~~that ~~will~~has benot ~~aware~~executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we ~~must~~may ~~consummate~~engage ana ~~initial~~third-party ~~business~~that ~~combination~~refuses ~~within~~to execute a waiver include the ~~deadline~~engagement ~~prescribed~~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 ~~our~~cases ~~Articles~~where management is unable to find a service provider willing to execute a waiver. ~~Consequently~~In addition, there is no guarantee that such ~~target~~entities ~~business~~will ~~may~~agree ~~obtain~~to ~~leverage~~waive ~~over~~any usclaims they may have in ~~negotiating~~the future as a ~~business~~result ~~combination~~of, ~~knowing~~or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held in the Trust Account, our Sponsors has agreed that it will be liable to us if weand doto ~~not~~the ~~complete~~extent any claims by a third-party for services rendered or products sold to us (other than our ~~initial~~independent ~~business~~registered ~~combination~~public accounting ~~with~~firm), ~~that~~or ~~particular~~a prospective target business, with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below the lesser of (i) $11.64 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $11.64 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be ~~unable~~withdrawn to ~~complete~~pay our ~~initial~~tax ~~business~~obligations, ~~combination~~provided ~~with~~that such liability will not apply to any claims by a third-party or prospective target business. ~~This~~that ~~risk~~executed ~~will~~a ~~increase~~waiver asof weany ~~get~~and ~~closer~~all rights to seek access to the ~~deadline~~Trust ~~described~~Account ~~above~~nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act. In ~~addition~~the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsors will not be responsible to the extent of any liability for such third-party claims. However, we ~~may~~have not asked our Original Sponsor to reserve for such indemnification obligations, nor have ~~limited~~we ~~time~~independently verified whether our Sponsor has sufficient funds to ~~conduct~~satisfy ~~due~~its indemnity ~~diligence~~obligations and ~~may~~we ~~enter~~believe ~~into~~that our ~~initial~~Original ~~business~~Sponsor’s ~~combination~~only onassets ~~terms~~are ~~that~~securities of our company. Therefore, we ~~would~~cannot assure ~~have~~you ~~rejected~~that ~~upon~~our aOriginal ~~more~~Sponsor ~~comprehensive~~would ~~investigation~~be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our Sponsor has the right, but not the obligation, to extend the term we have to consummate our initial business combination on a monthly basis for up to seven times by an additional one month each time after May 8, 2024, until December 8, 2024, without providing our stockholders with voting or redemption rights relating thereto. 15

IfIn wethe ~~anticipate~~event that wethe ~~may~~proceeds ~~not~~in bethe ~~able~~Trust toAccount ~~consummate~~are ~~our~~reduced ~~initial~~below the ~~business~~lesser ~~combination~~of by(i) ~~May 8,~~$11.64 ~~2024,~~per wepublic ~~may~~share ~~elect~~and ~~to further extend~~ (ii) the ~~Termination~~actual ~~Date~~amount toper ~~consummate~~public ashare ~~Business~~held ~~Combination~~in onthe aTrust ~~monthly~~Account ~~basis~~as ~~for~~of upthe todate ~~seven~~of the ~~times~~liquidation ~~by an additional one month each time after May 8, 2024, by resolution~~ of ~~our~~the ~~board~~Trust ofAccount ~~directors,~~ if ~~requested~~less bythan ~~our~~$11.64 ~~Sponsor,~~per ~~and~~public ~~upon~~share ~~two~~due ~~calendar~~to ~~days’~~reductions ~~advance~~in ~~notice~~the ~~prior~~value toof the ~~applicable~~trust ~~Termination Date~~assets, ~~until~~in ~~December 8,~~each case ~~2024,~~net ~~unless~~of the ~~closing~~amount of ~~our~~interest ~~Business~~which ~~Combination~~may ~~shall~~be ~~have~~withdrawn ~~occurred~~to ~~prior~~pay ~~thereto.~~our Inincome ~~connection~~tax ~~with each such extension~~obligations, and our Original Sponsor ~~has~~asserts ~~agreed~~that toit is ~~deposit~~unable ~~into~~to ~~the~~satisfy ~~Trust~~its ~~Account~~indemnification asobligations aor ~~loan~~that (ait ~~“December~~has ~~2023~~no ~~EGM~~indemnification ~~Contribution”)~~obligations anrelated ~~amount equal~~ to ~~$90,000. Any such December 2023 EGM Contribution would evidenced by~~ a ~~non-interest~~particular ~~bearing~~claim, ~~unsecured convertible promissory note to~~ our independent ~~Sponsor~~directors ~~and~~would isdetermine ~~repayable~~whether byto ustake ~~upon~~legal ~~consummation~~action ofagainst our ~~Business~~Original ~~Combination.~~Sponsor ~~Such~~to ~~loans~~enforce ~~may~~its beindemnification ~~converted~~obligations. While ~~into~~we ~~warrants~~currently ofexpect ~~the~~that ~~post-business~~our ~~combination~~independent ~~entity,~~directors ~~which~~would ~~shall~~take ~~have~~legal ~~terms~~action ~~identical~~on toour ~~the~~behalf ~~Private~~against ~~Placement Warrants sold concurrently with~~ our ~~IPO,~~Original ~~each~~Sponsor ~~exercisable~~to ~~for~~enforce its ~~one~~indemnification ~~Class A~~obligations ~~Ordinary~~to ~~Share at a purchase price of $11.50 per share~~us, atit ais ~~price~~possible ofthat ~~$1.50~~our ~~per~~independent ~~warrant~~directors atin ~~the~~exercising ~~option~~their ofbusiness ~~the~~judgment ~~Contributor.~~may Ifchoose not weto do ~~not~~so ~~consummate~~in aany ~~Business~~particular ~~Combination~~instance. ~~within the deadline prescribed by our Articles~~Accordingly, ~~any~~we ~~such~~cannot ~~promissory~~assure ~~notes~~you ~~will~~that bedue ~~repaid~~to ~~only~~claims ~~from~~of ~~funds~~creditors ~~held~~the ~~outside~~actual value of the ~~Trust~~per-share redemption ~~Account~~price or will not be ~~forfeited,~~less ~~eliminated~~than or$11.64 ~~otherwise~~per ~~forgiven.~~public share.

~~Our~~We ~~public~~will ~~stockholders~~seek ~~will~~to ~~not~~reduce bethe ~~entitled~~possibility that our Original Sponsor will have to ~~vote~~indemnify orthe ~~redeem~~Trust ~~their~~Account ~~shares~~due into ~~connection~~claims ~~with~~of ~~any~~creditors ~~such~~by ~~extension.~~endeavoring Asto ahave ~~result~~all vendors, service providers, prospective target businesses or other entities with which we ~~may~~do ~~conduct~~business ~~such~~execute anagreements ~~extension~~with ~~even~~us ~~though~~waiving aany ~~majority~~right, title, interest or claim of ~~our~~any ~~public~~kind in ~~stockholders~~or doto ~~not~~monies ~~support~~held ~~such~~in anthe ~~extension~~Trust ~~and~~Account. Our Original Sponsor will also not be ~~able~~liable as to ~~redeem~~any ~~their~~claims ~~shares~~under inour ~~connection~~indemnity ~~therewith~~of the underwriters of our IPO against certain liabilities, including liabilities under the Securities Act.. ~~This~~In ~~feature~~the event that we liquidate and it is ~~different~~subsequently determined ~~than~~that the ~~traditional~~reserve ~~special~~for ~~purpose~~claims ~~acquisition~~and ~~company~~liabilities ~~structure~~is insufficient, inshareholders ~~which~~who ~~any~~received ~~extension~~funds offrom ~~the~~our ~~company’s~~Trust ~~period~~Account tocould ~~complete~~be liable afor ~~business~~claims ~~combination~~made ~~requires~~by acreditors, ~~vote~~however ofsuch ~~the~~liability ~~company’s~~will ~~stockholders~~not ~~and~~be ~~stockholders~~greater ~~have~~than the ~~right~~amount toof ~~redeem~~funds ~~their~~from ~~public~~our ~~shares~~Trust inAccount ~~connection~~received by ~~with~~any such ~~vote~~shareholder.

~~Our~~If ~~Sponsor~~we ~~and~~file ~~its~~a ~~affiliates~~bankruptcy or ~~designees~~winding-up ~~are~~petition or an involuntary bankruptcy or winding-up petition is filed against us that is not ~~obligated~~dismissed, tothe ~~fund~~proceeds held in the Trust Account could be subject to ~~extend~~applicable bankruptcy ~~the~~or ~~time~~insolvency ~~for~~law, usand tomay ~~complete~~be included in our ~~initial~~bankruptcy ~~business~~estate ~~combination~~and subject to the claims of third parties with priority over the claims of our shareholders. ~~Our~~To ~~Sponsor~~the ~~may~~extent ~~decide~~any ~~not~~bankruptcy toclaims ~~extend~~deplete the ~~term~~Trust Account, we ~~have~~cannot assure you we will be able to return ~~consummate~~$11.64 ~~our~~per ~~initial~~public ~~business~~share ~~combination,~~to inour ~~which~~public ~~case~~shareholders. Additionally, if we ~~would~~file ~~cease~~a ~~all~~bankruptcy ~~operations~~or ~~except~~winding-up ~~for~~petition ~~the~~or ~~purpose~~an ofinvoluntary bankruptcy ~~winding~~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 webankruptcy ~~would~~or ~~redeem~~insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our ~~public~~shareholders. Furthermore, ~~shares~~our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or ~~liquidate~~may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the ~~warrants~~Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be ~~worthless.~~brought against us for these reasons.

13Our public shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination within the deadline prescribed by our Articles, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the deadline prescribed by our Articles, or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination within the deadline prescribed by our Articles, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account. Such shareholder must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

~~Table of Contents~~16

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

IfCertain weof ~~seek~~our ~~shareholder~~founders, ~~approval~~officers and directors presently have, and any of ~~our~~them ~~initial~~in ~~business~~the ~~combination~~future may have additional, fiduciary and wecontractual doduties ~~not~~to ~~conduct~~other ~~redemptions~~entities, inincluding ~~connection~~TG ~~with~~and its affiliates. As a result, if any of our ~~initial~~founders, officers or directors becomes aware of a business combination ~~pursuant~~opportunity towhich ~~the~~is suitable ~~tender~~for ~~offer~~an ~~rules,~~entity ~~our~~to ~~Sponsor,~~which ~~directors~~he, ~~executive~~she ~~officers,~~or ~~advisors~~it has then-current fiduciary or ~~their~~contractual ~~affiliates~~obligations, ~~may~~then, ~~purchase~~subject ~~public~~to ~~shares~~their orfiduciary duties ~~warrants~~under inCayman ~~privately~~Islands ~~negotiated~~law, ~~transactions~~he, she or init ~~the~~will ~~open~~need ~~market~~to ~~either~~honor ~~prior~~such tofiduciary or ~~following~~contractual ~~the~~obligations ~~completion~~to ofpresent ~~our~~such ~~initial~~ business combination opportunity to such entity, ~~although~~before ~~they~~we ~~are~~can ~~under~~pursue nosuch ~~obligation~~opportunity. If these other entities decide to dopursue soany such opportunity, we may be precluded from pursuing the same. However, ~~they~~we ~~have~~do nonot ~~current~~expect ~~commitments,~~these ~~plans~~duties orto ~~intentions~~materially affect our ability to ~~engage~~complete inour ~~such~~initial ~~transactions~~business combination. Our amended and ~~have~~restated ~~not~~memorandum ~~formulated~~and articles of association provide that we renounce our interest in any ~~terms~~business orcombination opportunity ~~conditions~~offered ~~for~~to any director or officer unless such ~~transactions.~~opportunity ~~None~~is ofexpressly ~~the~~offered ~~funds~~to such person solely in his or her capacity as a director or officer of the ~~Trust~~company ~~Account~~and ~~will~~it beis ~~used~~an toopportunity ~~purchase~~that ~~public~~we ~~shares~~are orable ~~warrants~~to incomplete ~~such~~on ~~transactions.~~a reasonable basis.

In ~~the~~addition, ~~event that~~ our ~~Sponsor~~founders, ~~directors~~Sponsors, ~~executive~~ officers, ~~advisors~~and ordirectors ~~their~~may ~~affiliates~~sponsor, form ~~purchase~~or ~~shares~~participate in ~~privately~~other ~~negotiated~~blank ~~transactions~~check ~~from~~companies ~~public~~similar ~~shareholders who have already elected~~ to ~~exercise~~ours ~~their~~during ~~redemption~~the ~~rights,~~period ~~such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (1) vote~~ in ~~favor~~which ofwe ~~the~~are ~~business~~seeking ~~combination~~an ~~and~~initial ~~thereby increase the likelihood of obtaining shareholder approval of the~~ business combination,. Any ~~(2) reduce the number of public warrants outstanding or vote~~ such ~~warrants~~companies onmay ~~any~~present ~~matters~~additional ~~submitted~~conflicts toof ~~the~~interest ~~warrant holders for approval~~ in ~~connection~~pursuing ~~with our initial business combination or (3) satisfy a closing condition in~~ an ~~agreement~~acquisition ~~with a~~ target, ~~that~~particularly ~~requires~~in usthe toevent ~~have~~there ais overlap ~~minimum~~among ~~net~~investment ~~worth~~mandates. orHowever, awe ~~certain~~do ~~amount~~not ofcurrently ~~cash~~expect atthat ~~the~~any ~~closing~~such ofother ~~our~~blank ~~initial~~check ~~business~~company ~~combination, where it appears that such requirement~~ would ~~otherwise~~materially ~~not be met. Any such purchases of~~ affect our ~~securities~~ability ~~may~~to ~~result~~complete ~~in the completion of~~ our initial business combination ~~that may not otherwise have been possible~~. In addition, ifour ~~such~~founders, ~~purchases are made~~Sponsors, ~~the~~officers ~~public~~and ~~“float”~~directors, ofare ~~our~~not ~~Class A~~required to ~~ordinary~~commit ~~shares~~any orspecified ~~public~~amount ~~warrants may be reduced and the number~~ of ~~beneficial~~time ~~holders~~to of our ~~securities~~affairs, ~~may be reduced~~and, ~~which may make it difficult to maintain or obtain the quotation~~accordingly, ~~listing~~will orhave ~~trading~~conflicts of ~~our~~interest ~~securities~~in onallocating amanagement ~~national~~time among ~~securities~~various ~~exchange.~~business ~~Any~~activities, ~~such~~including ~~purchases~~identifying ~~will~~potential bebusiness ~~reported~~combinations ~~pursuant to Section 13~~ and ~~Section 16~~monitoring of the ~~Exchange~~related ~~Act~~due ~~to the extent such purchasers are subject to such reporting requirements~~diligence. See “Item 1. Business — Effecting Our Initial Business Combination — Permitted Purchases and Other Transactions with Respect to Our Securities” for a description of how our Sponsor, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.

~~Our~~Facilities search for a business combination, and any target with which we ultimately consummate a business combination, may be materially adversely affected by changes in geopolitical conditions and global economic uncertainty, including as a result of the Israel-Hamas conflict, the Russia-Ukraine war and other macroeconomic factors, including the impact thereof on the status of debt and equity markets.

~~Our~~We ~~search~~currently ~~for~~maintain aour ~~business~~executive ~~combination,~~offices ~~and~~at ~~any~~PO ~~target~~Box ~~business~~10176, ~~with~~Governor’s Square, ~~which~~23 weLime ~~ultimately~~Tree ~~consummate~~Bay ~~a business combination~~Avenue, isGrand ~~directly and indirectly affected by global macroeconomic and geopolitical conditions and the effect thereof on the industries and markets in which we~~Cayman, ~~and any target business with which we ultimately consummate a business combination~~KY1-1002, ~~operate~~Cayman Islands. The ~~outlook~~cost for ~~the~~our ~~global~~use ~~economy over the medium term remains uncertain due to a number~~ of ~~factors,~~this ~~including~~space ~~high~~is ~~inflation~~$8,000 ~~rising~~per ~~interest~~calendar ~~rates~~year, payable ~~supply chain disruption, the Israel-Hamas conflict, the Russia-Ukraine war, geopolitical tensions and trade barriers. In addition, we are exposed~~ to ~~risks~~Zedra ~~arising~~Trust ~~out~~Company ~~of terrorist attacks, natural disasters, unfavorable political, military or diplomatic events, armed conflicts~~ (~~including~~Cayman) ~~the~~Limited ~~Israel-Hamas~~pursuant ~~conflict~~to ~~and~~ the ~~Russia-Ukraine~~License ~~war,~~to ~~and~~Occupy ~~related~~dated ~~consequences for geopolitical stability~~February 9, ~~energy~~2023. ~~supply~~We ~~and~~consider ~~prices,~~our ~~and~~current office ~~cross-border~~space ~~financial~~adequate ~~transactions,~~for ~~including~~our ascurrent aoperations. ~~result~~For ~~of economic sanctions), pandemics and widespread public health crises, and~~ the ~~responses~~year toended ~~them by governments and markets. Any of these events could materially and adversely affect~~December 31, ~~directly or indirectly~~2024, ~~economies~~the ~~and~~Company ~~financial~~incurred ~~markets worldwide~~$8,000 ~~business operations~~ and ~~the conduct of commerce generally~~paid $6,000 ~~the~~(net ~~business~~ of ~~any~~fees) ~~potential~~for ~~target business with which we consummate a business combination and our ability to consummate a business combination, including if~~ such ~~events~~License ~~limit the ability~~ to ~~have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner~~Occupy.

~~For~~Employees example, the Russia-Ukraine war has had an immediate impact on the global economy resulting in higher energy prices and higher inflation with significant disruption to financial markets and supply chains for certain goods and services. Moreover, in connection with Russia’s invasion of Ukraine, the EU, the United States, and certain other governments around the world have responded by imposing various economic sanctions which restrict or prohibit certain business opportunities in Russia and Ukraine. The war has continued to escalate without any resolution foreseeable in the near future. The uncertain nature, magnitude, and duration of hostilities stemming from the Russia-Ukraine war, including the potential effects of sanctions limitations, possibility of counter-sanctions, retaliatory cyber-attacks on the world economy and markets, further disruptions to global supply chains and potential shipping delays, have contributed to increased market volatility and uncertainty, which could have an adverse impact on macroeconomic factors that affect our ability to consummate a business combination.

InWe ~~addition,~~currently inhave ~~October~~three ~~2023,~~executive ~~Hamas~~officers. ~~militants~~These individuals ~~infiltrated~~are ~~Israel’s~~not ~~southern~~obligated ~~border~~to ~~from~~devote ~~the~~any ~~Gaza~~specific ~~Strip~~number ~~and~~of ~~carried~~hours ~~out~~to aour ~~series~~matters but they intend to devote as much of ~~attacks~~their ontime ~~civilian~~as they ~~and~~deem ~~military~~necessary ~~targets~~to our affairs until we have completed our initial business combination. ~~Additionally,~~The ~~Hamas~~amount ~~launched~~of ~~extensive~~time ~~rocket~~they ~~assaults~~will ondevote ~~Israeli~~in ~~population~~any time ~~centers~~period ~~and~~will ~~industrial~~vary ~~areas~~based ~~along~~on ~~Israel’s~~whether ~~border~~a ~~with~~target ~~the~~business ~~Gaza~~has ~~Strip,~~been asselected ~~well~~for asour ininitial ~~other~~business ~~regions~~combination ~~within~~and the ~~State~~stage of ~~Israel.~~the ~~Subsequently,~~business combination ~~Israel’s~~process ~~security~~we ~~cabinet~~are ~~declared~~in. ~~war~~We ~~against~~do ~~Hamas,~~not ~~and~~intend ato ~~large~~have any full-~~scale~~time ~~military~~employees ~~campaign~~prior ~~against~~to ~~these~~the ~~terrorist~~completion ~~organizations~~of ~~began.~~our initial business combination.

~~Certain~~RISK ~~members~~FACTORS of our management team, board of directors, and staff are located in Israel. Although we have no geographical restrictions on the targets we can pursue for our Business Combination, we had previously expressed our intention to give priority to Israel as one of our geographic focuses. While we do not currently anticipate that the recent conflict between Israel and Hamas will impact our ability to identify a suitable target company for our Business Combination, there can be no assurance that a further escalation of the conflict or unforeseen events will not affect our ability to complete a Business Combination. Any armed conflicts, acts of terrorism, or political instability involving Israel could potentially have adverse implications for our ability to successfully conclude a business combination within the prescribed deadline specified in our Articles, or potentially, at all. SUMMARY

~~Our~~An ~~ability~~investment toin ~~consummate~~our asecurities ~~business~~involves ~~combination~~a ~~may~~high ~~also~~degree of berisk. ~~dependent~~The onoccurrence ~~the~~of ~~ability~~one toor ~~raise~~more ~~equity~~of ~~(including,~~the ~~for~~events ~~example,~~or ~~under~~circumstances ~~one~~described orin ~~more~~the ~~forward~~section ~~purchase~~titled ~~agreements~~“Risk ~~that~~Factors,” wealone or ~~may~~in ~~enter~~combination ~~into)~~with ~~and~~other ~~debt~~events ~~financing~~or circumstances, ~~which~~ may bematerially ~~impacted~~adversely byaffect ~~any~~our ofbusiness, ~~the~~financial ~~events~~condition, ~~described~~liquidity ~~above,~~and operating ~~including~~results. asIn athat ~~result~~event, ofthe ~~increased~~trading ~~market~~price ~~volatility~~of ~~and~~our ~~decreased~~securities ~~market~~could ~~liquidity~~decline, and ~~third-party~~you ~~financing~~could ~~being~~lose ~~unavailable~~all onor ~~terms~~part ~~acceptable~~of toyour usinvestment. Such orrisks atinclude, ~~all.~~but are not limited to:

~~Finally,~~● ~~any~~We ofhave ~~the~~no ~~events~~operating ~~described~~history ~~above, including the ongoing impact of the recent conflict between Israel~~ and ~~Hamas~~no ~~and the Russia-Ukraine war~~revenues, ~~may~~and ~~also~~you have ~~the~~no ~~effect~~basis ofon ~~heightening~~which ~~many~~to ofevaluate ~~the~~our ~~other~~ability ~~risks described in this “Risk Factors” section, such as those related~~ to ~~the~~achieve ~~market for~~ our ~~securities~~business ~~and cross-border transactions~~objective.

14● 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.”

~~Table~~● We may not be able to consummate an initial business combination within the deadline prescribed in our Articles, in which case we would cease all operations except for the purpose of ~~Contents~~winding up and we would redeem our public shares and liquidate.

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

If● aYour ~~shareholder~~only ~~fails~~opportunity to ~~receive~~affect ~~notice~~your ofinvestment ~~our~~decision ~~offer~~regarding toa ~~redeem~~potential ~~our public shares in connection with our initial~~ business combination ormay ~~fails~~be limited to ~~comply with~~ the ~~procedures~~exercise ~~for~~of ~~tendering~~your ~~its~~right ~~shares,~~to ~~such~~redeem your shares ~~may~~from ~~not~~us befor ~~redeemed~~cash.

We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See “Item 1. Business — Effecting Our Initial Business Combination — Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.” 17

~~You~~● doIf ~~not~~we ~~have~~seek ~~any~~shareholder ~~rights~~approval orof ~~interests~~our ininitial ~~funds~~business ~~from the Trust Account~~combination, ~~except~~our ~~under~~Sponsors ~~certain~~and ~~limited~~members ~~circumstances.~~of ~~Therefore,~~our tomanagement ~~liquidate~~team ~~your~~have ~~investment,~~agreed ~~you~~to ~~may~~vote bein ~~forced~~favor toof ~~sell~~such ~~your~~initial ~~public~~business ~~shares~~combination, orregardless ~~warrants,~~of ~~potentially~~how atour apublic ~~loss.~~shareholders vote.

~~Our~~● ~~public~~The ~~shareholders~~ability ~~are entitled to receive funds from the Trust Account only upon the earliest to occur~~ of: ~~(i)~~ our ~~completion~~public ofshareholders ~~an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected~~ to ~~redeem,~~exercise ~~subject to the limitations described herein, (ii) the~~ redemption ofrights ~~any public shares properly tendered in connection~~ with arespect ~~shareholder vote~~ to ~~amend~~a ~~our~~large ~~amended~~number ~~and restated memorandum and articles~~ of ~~association (A) to modify the substance or timing of~~ our ~~obligation~~shares tocould ~~provide~~increase ~~holders of our Class A ordinary shares~~ the ~~right~~probability tothat ~~have their shares redeemed in connection with~~ our initial business combination orwould tobe ~~redeem~~unsuccessful 100% of our public shares if we do not complete our initial business combination within the deadline prescribed in our Articles, or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, and ~~(iii) the~~that ~~redemption~~you ofwould ~~our public shares if we~~ have ~~not consummated an initial business within the deadline prescribed in our Articles, subject~~ to ~~applicable~~wait ~~law~~for and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation ~~if we have not consummated an initial business combination within the deadline prescribed~~ in ~~our~~order ~~Articles, with respect~~ to ~~such~~redeem Class A ordinary shares so redeemed. In no other circumstances a public shareholder has any right or interest of any kind in the Trust Account. Holders of warrants do not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your ~~investment, you may be forced to sell your public~~ shares ~~or warrants, potentially at a loss~~.

~~Nasdaq~~● ~~may~~The ~~delist~~requirement ~~our~~that ~~securities~~we ~~from~~consummate ~~trading~~an oninitial ~~its~~business ~~exchange,~~combination ~~which~~within ~~could~~the ~~limit~~deadline ~~investors’~~prescribed ~~ability~~in toour ~~make~~Articles ~~transactions~~may give potential target businesses leverage over us in ~~our~~negotiating ~~securities~~a business combination and ~~subject~~may uslimit the time we have in which to ~~additional~~conduct ~~trading~~due ~~restrictions.~~diligence on potential business combination targets.

We● ~~cannot~~Our ~~guarantee~~Sponsor ~~that~~has ~~our securities will continue to be listed on Nasdaq in~~ the ~~future or prior to our initial business combination. In order to continue listing our securities on Nasdaq or prior to our initial business combination~~right, ~~generally~~but wenot ~~must meet~~ the ~~requirements under Nasdaq Rule 5452 and IM-5101-2. In particular~~obligation, ~~Nasdaq Rule 5452 provides, among other things, that for companies whose business plan is~~ to ~~complete~~extend ~~one or more acquisitions (like our Company), Nasdaq will promptly initiate suspension and delisting procedures if (a)~~ the ~~company’s average Market Value of Listed Securities (as such~~ term iswe ~~defined~~have ~~therein)~~to isconsummate below $50,000,000 or the average Market Value of Publicly Held Shares (as such term is defined therein) is below $40,000,000, in each case over 30 consecutive trading days, or (b) the company’s securities initially listed (either common equity securities or units, as the case may be), fall below the following distribution criteria: (i) at least 300 public stockholders (if a component of a unit is a warrant, at least 100 warrant holders); (ii) at least 1,200 total stockholders and average monthly trading volume of 100,000 shares (for most recent 12 months); or (iii) at least 600,000 Publicly Held Shares (as such term is defined therein). Additionally, in connection with our initial business combination, we expect to be required to demonstrate compliance with the initial listing requirements of Nasdaq or another national securities exchange, which are generally more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on ~~Nasdaq.~~a Wemonthly ~~cannot~~basis ~~assure~~for ~~you~~up ~~that we will be able~~ to ~~meet~~seven ~~those~~times ~~initial~~by ~~listing~~an ~~requirements~~additional atone ~~that~~month each time.

● If ~~the~~a ~~Nasdaq~~shareholder ~~delists~~fails ~~any~~to receive notice of our ~~securities~~offer ~~from trading on its exchange and we are not able~~ to ~~list~~redeem our ~~securities~~public onshares ~~another~~in ~~national~~connection ~~securities~~with ~~exchange,~~our weinitial ~~expect~~business ~~such~~combination ~~securities~~or ~~could~~fails beto ~~quoted~~comply onwith ~~an over-~~the~~-counter~~ ~~market.~~procedures Iffor ~~this~~tendering ~~were~~its ~~to occur~~shares, wesuch ~~could~~shares ~~face~~may ~~significant~~not ~~material~~be ~~adverse consequences, including:~~ redeemed.

•● aYou ~~limited~~do ~~availability~~not ofhave ~~market~~any ~~quotations~~rights ~~for~~or ~~our~~interests ~~securities;~~in funds from the Trust Account, except under certain limited circumstances.

•● ~~reduced~~You ~~liquidity~~are ~~for~~not ~~our~~entitled ~~securities;~~to protections normally afforded to investors of many other blank check companies.

15● Because of our limited resources and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination.

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

•● aIf ~~determination~~third ~~that~~parties ~~our~~bring ~~Class~~claims Aagainst ~~ordinary~~us, ~~shares~~the ~~are~~proceeds aheld ~~“penny stock” which will require brokers trading~~ in ~~our~~the ~~Class~~Trust AAccount ~~ordinary~~could ~~shares~~be toreduced ~~adhere to more stringent rules~~ and ~~possibly~~the ~~result~~per-share inredemption aamount ~~reduced~~received ~~level~~by ofshareholders ~~trading~~may ~~activity~~be inless ~~the~~than ~~secondary~~$11.64 ~~trading~~per ~~market~~public ~~for our securities;~~share.

•● aOur ~~limited~~shareholders ~~amount~~may be held liable for claims by third parties against us to the extent of ~~news~~distributions ~~and~~received ~~analyst~~by ~~coverage;~~them ~~and~~upon redemption of their shares.

•● aHolders ~~decreased~~of ~~ability~~Class A ordinary shares are not entitled to ~~issue~~vote ~~additional~~on ~~securities~~any orappointment ~~obtain~~of ~~additional~~directors ~~financing~~we inhold ~~the~~prior ~~future~~to our initial business combination.

~~The~~● ~~National~~You ~~Securities~~are ~~Markets~~not ~~Improvement~~permitted ~~Act~~to ofexercise ~~1996,~~your ~~which~~warrants isunless awe ~~federal~~register ~~statute,~~and ~~prevents~~qualify ~~or preempts~~ the ~~states~~underlying ~~from regulating the sale of certain securities, which are referred to as “covered securities.” Since our units,~~ Class A ordinary shares and warrants are listed on Nasdaq, they qualify as covered securities under the statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or ~~bar~~certain ~~the~~exemptions ~~sale of covered securities in a particular case. While we~~ are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their statesavailable. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

~~You~~● We are not ~~entitled~~required to ~~protections~~obtain ~~normally~~an ~~afforded~~opinion from an independent accounting or investment banking firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to ~~investors~~our ofshareholders ~~many~~from ~~other~~a ~~blank~~financial ~~check~~point ~~companies.~~of view.

~~Since~~● ~~the~~We ~~net proceeds from our IPO and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we~~ may beissue ~~deemed~~additional toClass beA aordinary ~~“blank~~shares check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors are not afforded the benefits or ~~protections~~preference ofshares ~~those rules. Among other things, this means our units have become immediately tradable after our IPO and we have a longer period of time~~ to complete our initial business combination ~~than~~or dounder ~~companies~~an ~~subject~~employee toincentive ~~Rule~~plan ~~419.~~after ~~Moreover,~~completion ~~if our IPO was subject to Rule 419, that rule would prohibit the release~~ of ~~any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with~~ our ~~completion of an~~ initial business combination.

If● weWe ~~seek~~believe ~~shareholder~~that ~~approval of our initial business combination and~~ we dowere ~~not~~a ~~conduct~~passive ~~redemptions~~foreign ~~pursuant~~investment ~~to the tender offer rules~~company, ~~and if you~~ or a “~~group~~PFIC,” offor ~~shareholders~~our ~~are~~2021, ~~deemed~~2022, to2023 ~~hold~~and in2024 ~~excess~~taxable ofyears, ~~15%~~and ofwe ~~our~~may ~~Class A~~also ~~ordinary~~be ~~shares,~~a ~~you~~PFIC ~~may~~for ~~lose~~our ~~the~~current ~~ability~~taxable toyear, ~~redeem~~which ~~all~~could ~~such~~result ~~shares~~ in ~~excess~~adverse ofU.S. ~~15%~~federal ofincome ~~our~~tax ~~Class A~~consequences ~~ordinary~~to ~~shares~~U.S. holders.

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

~~Because~~● A majority of our ~~limited~~directors ~~resources~~ and ~~the~~officer ~~significant~~live ~~competition~~outside ~~for~~the ~~business~~United ~~combination opportunities~~States, itand ~~may~~after ~~be more difficult for us to complete~~ our initial business combination., Ifit weis ~~have~~possible ~~not~~that ~~consummated~~a ~~our~~majority ~~initial~~of ~~business combination within the required time period,~~ our ~~public~~directors ~~shareholders~~and ~~may~~officers ~~receive~~will ~~only~~live ~~approximately~~outside ~~$11.20~~the ~~per~~United ~~public~~States ~~share,~~and orall ~~less in certain circumstances, on the liquidation~~ of our ~~Trust~~assets ~~Account~~will ~~and~~be ~~our~~located ~~warrants~~outside ~~will~~the ~~expire~~United ~~worthless~~States.

We● ~~expect~~Our toexecutive ~~encounter intense competition from other entities having a business objective similar to ours~~officers, ~~including private investors (which may be individuals or investment partnerships)~~directors, ~~other~~security ~~blank~~holders ~~check companies~~ and ~~other~~their ~~entities,~~respective ~~domestic~~affiliates ~~and~~may ~~international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and~~ have ~~extensive~~competitive ~~experience~~pecuniary ininterests ~~identifying~~that ~~and~~conflict effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do, and our financial resources will be relatively limited when contrasted with ~~those of many of these competitors. While we believe there are numerous target businesses, we could potentially acquire with the net proceeds of~~ our IPO and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resourcesinterests. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a

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

~~Table~~● ofWe ~~Contents~~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.

tender offer. Potential target companies will be aware that this may reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $11.20 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. See “-If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $11.20 per public share” and other risk factors herein. 18

~~Risks~~● ~~Relating~~Our Tomanagement ~~Our~~may ~~Management~~not ~~Team~~be able to maintain control of a target business after our initial business combination.

~~Past~~● ~~performance~~We bydo ~~our~~not ~~Sponsor’s~~have ~~owners,~~a ~~and~~specified bymaximum ~~our~~redemption ~~directors~~threshold. ~~and~~The ~~management,~~absence orof ~~their~~such ~~respective~~a ~~affiliates,~~redemption threshold may ~~not~~make beit ~~indicative~~possible offor ~~future~~us ~~performance~~to complete our initial business combination with which a substantial majority of anour ~~investment~~shareholders indo ~~us.~~not agree.

~~Information~~● ~~regarding~~We ~~performance~~may isbe ~~presented~~unable ~~for~~to ~~informational~~obtain ~~purposes~~additional ~~only.~~financing ~~Any~~to ~~past~~complete ~~experience or performance of~~ our ~~Sponsor’s~~initial ~~owners,~~business ~~our~~combination ~~directors~~ or ~~management,~~to ~~and~~fund ~~their~~the ~~respective~~operations ~~affiliates~~and isgrowth ~~not~~of a ~~guarantee~~target ofbusiness, ~~either~~which ~~(i) our~~could ~~ability~~compel us to ~~successfully~~restructure ~~identify~~or ~~and~~abandon ~~execute~~ a ~~transaction~~particular ~~or (ii) success with respect to any~~ business combination. ~~that~~If we ~~may~~have ~~consummate. You should~~ not ~~rely~~consummated onour ~~the~~initial ~~historical~~business ~~record~~combination ofwithin ~~our~~the ~~Sponsor’s~~required ~~owners~~time period, our ~~directors~~public orshareholders ~~management,~~may orreceive ~~their~~only ~~respective~~approximately ~~affiliates~~$11.64 asper ~~indicative~~public ofshare, ~~the~~or ~~future~~less ~~performance of an investment~~ in uscertain ~~or the returns we will~~circumstances, oron ~~are~~the ~~likely~~liquidation ~~to,~~of ~~generate~~our ~~going~~Trust ~~forward.~~Account ~~Our~~and ~~management~~our ~~has~~warrants nowill ~~experience~~expire ~~in operating special purpose acquisition companies~~worthless.

~~Changes~~● inWe ~~the~~may ~~market~~redeem ~~for~~your ~~directors~~unexpired ~~and~~warrants ~~officers~~prior ~~liability~~to ~~insurance~~their ~~could~~exercise ~~make~~at ita ~~more~~time ~~difficult~~that ~~and~~is ~~more~~disadvantageous ~~expensive for us~~ to ~~negotiate~~you, ~~and~~thereby ~~complete~~making anyour ~~initial~~warrants ~~business combination~~worthless.

In● ~~recent~~Because ~~months,~~each ~~the~~unit ~~market~~contains ~~for~~one-third ~~directors~~of ~~and~~one ~~officers~~redeemable ~~liability~~warrant ~~insurance~~and ~~for~~only ~~special~~a ~~purpose~~whole ~~acquisition~~warrant ~~companies~~may ~~has~~be ~~changed. Fewer insurance companies are offering quotes for directors and officers liability coverage~~exercised, the ~~premiums~~units ~~charged~~may ~~for~~be ~~such~~worth ~~policies~~less ~~have~~than ~~generally~~units ~~increased and the terms~~ of ~~such~~other ~~policies~~blank ~~have~~check ~~generally become less favorable~~companies. ~~There can be no assurance that these trends will not continue.~~

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

In● ~~addition,~~Because ~~even after~~ we ~~were~~are toincorporated ~~complete~~under anthe ~~initial~~laws ~~business~~of ~~combination, our directors and officers could still be subject to potential liability from claims arising from conduct alleged to have occurred prior to~~ the ~~initial~~Cayman ~~business combination. As a result~~Islands, inyou ~~order to protect our directors and officers, the post-business combination entity~~ may ~~need~~face todifficulties ~~purchase~~in ~~additional~~protecting ~~insurance~~your ~~with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity~~interests, and ~~could~~your ~~interfere with or frustrate our~~ ability to ~~consummate~~protect anyour ~~initial~~rights ~~business~~through ~~combination~~the onU.S. ~~terms~~federal ~~favorable~~courts tomay ~~our~~be ~~investors~~limited.

If● ~~the~~We ~~net~~cannot ~~proceeds~~assure ~~from~~you that our ~~IPO~~diligence ~~and~~review ~~the~~has ~~sale~~identified ofall ~~the~~material ~~private~~risks ~~placement~~associated ~~warrants~~with ~~not being held in~~ the ~~Trust~~announced ~~Account~~business ~~are~~combination ~~insufficient~~with toVenHub ~~allow~~Global, ~~us to operate until the end of the Business Combination deadline prescribed in our Articles~~Inc., ~~it could limit the amount available to fund our search for a target business or businesses~~ and ~~our~~you ~~ability~~may tobe ~~complete~~less ~~our~~protected ~~initial~~as ~~business~~an ~~combination,~~investor ~~and we will depend on loans~~ from ~~our~~any ~~Sponsor,~~material ~~its~~issues ~~affiliates~~with orrespect ~~members of our management team~~ to ~~fund~~VenHub ~~our~~Global, ~~search~~Inc.’s ~~and to complete our initial~~ business ~~combination~~.

~~The~~● ~~funds~~If ~~available to us outside of~~ the ~~Trust~~announced ~~Account may not be sufficient to allow us to operate until the Business Combination deadline prescribed in our Articles, assuming that our initial~~ business combination iswith ~~not~~VenHub ~~completed~~Global, ~~during that time~~Inc. Weis ~~expect~~consummated toyou ~~incur~~will ~~significant~~experience ~~costs~~dilution indue ~~pursuit of our acquisition plans. Management’s plans~~ to ~~address this need for capital through our IPO and potential loans from certain of our affiliates are discussed in~~ the ~~section~~issuance of ~~this~~new ~~Annual~~shares ~~Report titled “Item 7. Management’s Discussion and Analysis~~ of ~~Financial~~common ~~Condition~~stock and ~~Results~~securities ofconvertible ~~Operations.”~~into ~~However,~~common ~~our~~stock ~~affiliates are not obligated~~ to ~~make~~the ~~loans~~existing tostockholders usof inVenHub ~~the future~~Global, ~~and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses~~Inc. ~~Any such event in the future may negatively impact the analysis regarding our ability to continue~~ as ~~a going concern at such time~~consideration.

OfItem the net proceeds from our IPO and the sale of the private placement warrants, only approximately $1,400,000 are available to us initially outside the Trust Account to fund our working capital requirements1A. WeRisk believe that the funds available to us outside of the Trust Account, together with funds available from loans from our Sponsor, its affiliates or members of our management team are sufficient to allow us to operate until the Business Combination deadline prescribed in our Articles; however, we cannot assure you that our estimate is accurate, and our Sponsor, its affiliates or members of our management team are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds Factors

17An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

~~Table~~Risks ofRelating ~~Contents~~To Our Search For, And Consummation Of Or Inability To Consummate, A Business Combination

asWe ahave ~~down~~no ~~payment~~operating orhistory toand ~~fund a “~~no~~-shop”~~ provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combinationrevenues, ~~although~~and weyou ~~do not~~ have ~~any~~no basis ~~current~~on ~~intention~~which to doevaluate ~~so.~~our Ifability ~~we entered into a letter of intent where we paid for the right~~ to ~~receive~~achieve ~~exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of~~ our ~~breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target~~ business objective.

InWe the event that our offering expenses exceed our estimate of $600,000, we may fund such excess with funds not to be held in the Trust Account. In such case, unless funded by the proceeds of loans available from our Sponsor, its affiliates or members of our management team the amount of funds we intend to be held outside the Trust Account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are ~~less~~an ~~than~~exempted ~~our~~company ~~estimate~~incorporated ~~of $600,000,~~ under the ~~amount~~laws of ~~funds we hold outside~~ the ~~Trust~~Cayman ~~Account~~Islands ~~would~~with ~~increase~~no byoperating ~~a corresponding amount~~results. ~~The~~Because ~~amount held in the Trust Account will not be impacted as a result of such increase or decrease. If~~ we ~~are~~lack ~~required~~an tooperating ~~seek additional capital~~history, weyou ~~would~~have ~~need~~no tobasis ~~borrow~~upon ~~funds~~which ~~from our Sponsor, its affiliates, members of our management team or other third parties~~ to ~~operate or may be forced to liquidate. Neither~~ evaluate our ~~Sponsor,~~ability ~~members of our management team nor their affiliates is under any obligation~~ to usachieve ~~in such circumstances. Any such advances may be repaid only from funds held outside the Trust Account or from funds released to us upon completion of~~ our ~~initial~~ business ~~combination.~~objective ~~Up to $1,500,000~~ of ~~such~~completing loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination, wewith doone ~~not~~or ~~expect~~more totarget ~~seek~~businesses. ~~loans~~We ~~from~~have no ~~parties other than our Sponsor~~plans, ~~its~~arrangements ~~affiliates~~ or ~~members~~understandings ofwith ~~our~~any ~~management~~prospective ~~team~~target asbusiness weconcerning ~~do not believe third parties will be willing to loan such funds and provide~~ a ~~waiver~~business ~~against~~combination ~~any~~ and ~~all~~may ~~rights~~be tounable ~~seek access~~ to ~~funds in~~ complete our ~~Trust~~initial ~~Account~~business combination. If we ~~have~~fail ~~not~~to ~~consummated~~complete our initial business combination ~~within the deadline prescribed in our Articles because we do not have sufficient funds available to us~~, we will benever ~~forced~~generate toany ~~cease~~operating ~~operations and liquidate the Trust Account~~revenues. Consequently, our public shareholders may only receive an estimated $11.20 per public share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. See “- If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $11.20 per public share” and other risk factors herein.

~~Risks Relating To The Post-Business Combination Company~~ 19

~~Subsequent~~Our toindependent ~~our~~registered ~~completion~~public ofaccounting ~~our~~firm’s ~~initial~~report contains ~~business~~an ~~combination,~~explanatory weparagraph ~~may be required to take write-downs or write-offs, restructuring and impairment or other charges~~ that ~~could~~expresses ~~have~~substantial adoubt ~~significant~~about ~~negative effect on~~ our ~~financial~~ability ~~condition, results of operations and the price of our securities, which could cause you~~ to ~~lose~~continue ~~some~~as ora ~~all~~“going ~~of your investment~~concern.”

~~Even~~As ifof weDecember 31, ~~conduct extensive due diligence on a target business with which we combine~~2024, we ~~cannot~~had ~~assure~~cash ~~you~~outside ~~that~~the ~~this~~Trust ~~diligence will identify all material issues with a particular target business, that it would be possible to uncover all material issues through a customary amount~~ Account of ~~due diligence~~$6,239 oravailable ~~that~~for ~~factors~~working ~~outside~~capital ofneeds ~~the~~and ~~target~~working ~~business~~capital ~~and~~deficit ~~outside~~ of ~~our control will not later arise~~$5,100,449. ~~As a result of these factors~~Further, we ~~may~~expect ~~be forced~~ to ~~later write-down or write-off assets, restructure our operations, or~~ incur ~~impairment~~significant ~~or other charges that could result~~ costs in ~~our~~pursuit ~~reporting~~of ~~losses.~~financing ~~Even~~plans ~~if our due diligence successfully identifies certain risks, unexpected risks may arise~~ and ~~previously known risks may materialize in a manner not consistent with~~ our ~~preliminary~~initial ~~risk~~Business ~~analysis~~Combination. ~~Even~~Management’s ~~though~~plans ~~these~~to ~~charges~~address ~~may~~this beneed ~~non-cash~~for ~~items~~capital ~~and~~are ~~not~~discussed in ~~have an immediate impact on our liquidity,~~ the ~~fact~~section ~~that we report charges~~ of this ~~nature~~Annual ~~could~~Report ~~contribute~~titled to“Management’s ~~negative~~Discussion ~~market~~and ~~perceptions~~Analysis ~~about~~of usFinancial orCondition ~~our~~and ~~securities.~~Results ~~In addition, charges~~ of ~~this~~Operations.” Our ~~nature~~plans ~~may cause us~~ to ~~violate~~raise ~~net~~capital ~~worth~~and orto ~~other~~consummate ~~covenants~~our toinitial ~~which~~Business weCombination may not be ~~subject~~successful. asThese afactors, ~~result~~among ofothers, ~~assuming~~raise substantial ~~pre-existing~~doubt ~~debt~~about ~~held by a target business or by virtue of~~ our ~~obtaining~~ability ~~post-combination debt financing. Accordingly, any holders who choose~~ to ~~retain~~continue ~~their~~as ~~securities~~a ~~following~~going ~~the~~concern. ~~business~~The ~~combination~~financial ~~could~~statements ~~suffer~~contained aelsewhere ~~reduction~~ in ~~the~~this ~~value~~Annual ofReport do ~~their~~not ~~securities.~~include ~~Such~~any ~~holders~~adjustments ~~are~~that ~~unlikely~~might toresult ~~have~~from aour ~~remedy~~inability ~~for~~to ~~such~~continue ~~reduction~~as ina ~~value.~~going concern.

IfWe ~~third~~may ~~parties~~not ~~bring~~be ~~claims~~able ~~against~~to ~~us,~~consummate an initial business combination within the ~~proceeds~~deadline ~~held~~prescribed in ~~the~~our ~~Trust~~Articles, ~~Account~~in ~~could~~which becase ~~reduced~~we ~~and~~would ~~the~~cease ~~per-share~~all ~~redemption~~operations ~~amount~~except ~~received~~for bythe ~~shareholders~~purpose ~~may~~of bewinding ~~less~~up ~~than~~and ~~$11.20~~we would ~~per~~redeem our public ~~share~~shares and liquidate.

We may not be able to find a suitable target business and consummate an initial business combination within the deadline prescribed in our Articles. On December 2, 2024, we entered into a business combination agreement with VenHub. See also Legal Proceedings. Our ~~placing~~ability ofto ~~funds~~complete our initial business combination may be negatively impacted by general market conditions, volatility in the ~~Trust~~capital ~~Account~~and ~~may~~debt ~~not~~markets ~~protect~~and ~~those~~the ~~funds~~other ~~from~~risks described herein. For example, geopolitical conditions and global economic uncertainty, including the imposition of tariffs, Israel-Hamas conflict, the Russia-Ukraine war and other macroeconomic factors that negatively impact the equity and debt markets, as described elsewhere herein, could limit our ability to complete our initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party ~~claims~~financing ~~against~~being unavailable on terms acceptable to us or at all. ~~Although~~In addition, such macroeconomic events, including terrorist attacks, the Israel-Hamas conflict, the ongoing Russia-Ukraine war, natural disasters or a significant outbreak of infectious diseases may negatively impact businesses we ~~will~~may seek to ~~have~~acquire. ~~all~~In ~~vendors~~addition, ~~service~~the current ~~providers~~U.S. political environment and the resulting uncertainties regarding actual and potential shifts in U.S. foreign investment, trade, ~~prospective~~taxation, ~~target~~economic, ~~businesses~~environmental and other ~~entities~~policies ~~with~~under ~~which~~the wecurrent doadministration, ~~business~~as ~~execute~~well ~~agreements~~as ~~with~~the usimpact ~~waiving~~of ~~any right~~geopolitical tension, ~~title~~such as a deterioration in the bilateral relationship between the U.S. and China, ~~interest~~the Israel-Hamas conflict or ~~claim~~the ofongoing Russia-Ukraine war (including any ~~kind~~further inescalations orthereof) could lead to ~~any~~disruption, ~~monies~~instability ~~held~~and volatility in the ~~Trust~~global markets. ~~Account~~If we have not consummated an initial business combination within the deadline prescribed in our Articles, we will: (i) cease all operations except for the ~~benefit~~purpose of ~~our~~winding ~~public~~up; ~~shareholders,~~(ii) as ~~such~~promptly ~~parties~~as ~~may~~reasonably possible but not ~~execute~~more ~~such~~than ten ~~agreements~~business days thereafter, orredeem ~~even~~the ifpublic ~~they~~shares, ~~execute~~at ~~such~~a ~~agreements~~per-share price, ~~they~~payable ~~may~~in ~~not~~cash, beequal ~~prevented~~to ~~from~~the ~~bringing~~aggregate ~~claims~~amount ~~against~~then on deposit in the Trust Account, including, ~~but~~interest earned on the funds held in the Trust Account and not ~~limited~~previously released to us to pay our income taxes, ~~fraudulent~~if ~~inducement~~any, ~~breach~~divided by the number of ~~fiduciary~~the ~~responsibility~~then-outstanding orpublic ~~other~~shares, ~~similar~~which ~~claims~~redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as ~~well~~promptly as ~~claims~~reasonably ~~challenging~~possible following such redemption, subject to the ~~enforceability~~approval of ~~the~~our ~~waiver~~remaining shareholders and our board of directors, liquidate and dissolve, subject in ~~each~~the case inof ~~order~~clauses (ii) and (iii), to ~~gain~~our obligations ~~advantage~~under ~~with~~Cayman ~~respect~~Islands law to aprovide ~~claim~~for ~~against~~claims ~~our~~of ~~assets,~~creditors ~~including~~and the ~~funds~~requirements ~~held~~of inother ~~the~~applicable ~~Trust Account~~law. IfOur amended and restated memorandum and articles of association provide that, if we wind up for any ~~third-party~~other ~~refuses~~reason prior to ~~execute~~the anconsummation ~~agreement~~of our ~~waiving~~initial ~~such~~business ~~claims~~combination, towe will follow the ~~monies~~foregoing ~~held~~procedures inwith respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our ~~management~~public ~~will~~shareholders ~~perform~~may anreceive ~~analysis~~only of$11.64 ~~the~~per ~~alternatives~~public ~~available~~share, toor itless than $11.64 per public share, on the redemption of their shares, and our warrants will ~~only~~expire ~~enter~~worthless. ~~into~~See an“-If ~~agreement~~third ~~with~~parties abring ~~third-party~~claims ~~that~~against ~~has~~us, ~~not~~the ~~executed~~proceeds aheld ~~waiver~~in the ifTrust ~~management~~Account ~~believes~~could ~~that~~be ~~such~~reduced ~~third~~and the per-~~party’s~~share ~~engagement~~redemption ~~would~~amount bereceived ~~significantly~~by ~~more~~shareholders ~~beneficial~~may tobe usless than ~~any alternative~~$11.64 per public share” and other risk factors herein.

Examples of possible instances where we may engage a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we 20

18Our public shareholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business combination even though a majority of our public shareholders do not support such a combination.

~~Table~~We may choose not to hold a shareholder vote before we complete our initial business combination if the business combination would not require shareholder approval under applicable law or stock exchange listing requirements. For instance, if we were seeking to acquire a target business where the consideration we were paying in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except as required by applicable law or stock exchange listing requirement, the decision as to whether we will seek shareholder approval of ~~Contents~~a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may complete our initial business combination even if holders of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.

~~have~~Please ~~not~~see ~~consummated an initial business combination within~~ the ~~deadline~~section ~~prescribed~~entitled by“Item our Articles, 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 ten years following redemption1. ~~Accordingly, the per~~ Business-~~share~~Effecting ~~redemption~~Our ~~amount~~Initial ~~received~~Business by public shareholders could be less than the $11.20 per public share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter agreement we entered into concurrently with our IPO, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a thirdCombination-~~party~~Shareholders ~~(other~~May ~~than~~Not ~~our~~Have ~~independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce~~ the ~~amounts~~Ability ~~in the Trust Account~~ to ~~below~~Approve ~~the~~Our ~~lesser~~Initial ofBusiness (i) $11.20 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $11.20 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of our IPO 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 Combination” for ~~such~~additional ~~third-party claims~~information.

~~However,~~Your we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only ~~assets~~opportunity ~~are our securities of our company. Therefore, we cannot assure you that our Sponsor would be able~~ to ~~satisfy~~affect ~~those~~your ~~obligations.~~investment Asdecision regarding a ~~result,~~potential ~~if any such claims were successfully made against the Trust Account, the funds available for our initial~~ business combination ~~and~~may ~~redemptions could~~ be ~~reduced~~limited to ~~less~~the ~~than~~exercise ~~$11.20~~of ~~per~~your ~~public~~right ~~share. In such event, we may not be able~~ to ~~complete~~redeem ~~our initial business combination, and you would receive such lesser amount per share in connection with any redemption of~~ your ~~public~~ shares. ~~None~~from ~~of our officers or directors will indemnify~~ us for ~~claims by third parties including, without limitation, claims by vendors and prospective target businesses~~cash.

~~Our~~At ~~directors~~the ~~may~~time ~~decide~~of your investment in us, you will not be provided with an opportunity to ~~enforce~~evaluate the ~~indemnification~~specific ~~obligations~~merits or risks of any target businesses. Since our ~~Sponsor~~board of directors may complete a business combination without seeking shareholder approval, ~~resulting~~public inshareholders may not have the right or opportunity to vote on the business combination, unless we seek such shareholder approval. Accordingly, your only opportunity to affect the investment decision regarding a ~~reduction~~potential inbusiness combination may be limited to exercising your redemption rights within the ~~amount~~period of ~~funds~~time in(which ~~the~~will ~~Trust~~be at ~~Account~~least ~~available~~20 ~~for~~business ~~distribution~~days) set forth in our tender offer documents mailed to our public shareholders. in which we describe our initial business combination.

InDue ~~the~~to ~~event that~~ the ~~proceeds~~large innumber ~~the Trust Account are reduced below the lesser~~ of ~~(i)~~special ~~$11.20~~purpose ~~per~~acquisition ~~public~~companies evaluating share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $11.20 per public share due to reductions in the value of the trust assetstargets, inattractive ~~each~~targets ~~case~~are ~~net~~scarce ~~of the interest that may be withdrawn to pay our tax obligations,~~ and ~~our~~there ~~Sponsor asserts that it~~ is ~~unable~~more tocompetition ~~satisfy~~for ~~its~~attractive obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligationstargets. ~~While~~This wecould ~~currently~~increase ~~expect~~the ~~that~~cost of our ~~independent~~initial ~~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~~combination and ~~subject~~could toeven ~~their~~result ~~fiduciary duties may choose not to do so~~ in ~~any particular instance. If~~ our ~~independent~~inability ~~directors choose not~~ to ~~enforce~~find ~~these~~a ~~indemnification~~target ~~obligations,~~or ~~the amount of funds in the Trust Account available for distribution~~ to ~~our~~consummate ~~public~~an ~~shareholders~~initial ~~may~~business ~~be reduced below $11~~combination.~~20 per public share.~~

WeBecause ~~may~~there ~~not~~are ~~have~~many ~~sufficient~~special ~~funds~~purpose acquisition companies seeking to ~~satisfy~~enter ~~indemnification~~into ~~claims~~an initial business combination with available targets, the competition for available targets with attractive fundamentals or business models is high, which could cause targets companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ~~directors~~ability to find and ~~executive~~consummate ~~officers.~~an initial business combination and may result in our inability to consummate an initial business combination on terms favorable to our investors altogether.

We have agreed to indemnify our officers and directors to the fullest extent permitted by law. However, our officers and directors have agreed to waive any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of public shares). Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust Account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors may discourage shareholders from 21

19If we seek shareholder approval of our initial business combination, our Sponsors and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

~~Table~~As of ~~Contents~~the date of this Annual Report, our initial shareholders and CIIG III collectively own 25,000 Class B ordinary shares and 5,347,415 Class A ordinary shares (resulting from a conversion on July 11, 2023 of an equal number of Class B ordinary shares previously held by the initial shareholders). Our Sponsors and members of our management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek shareholder approval, we will complete our initial business combination only if we obtain the approval by way of an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. The Class A ordinary shares and Class B ordinary shares held by our initial shareholders and CIIG III collectively represent approximately 75.1% of all our issued and outstanding shares. Such holders have agreed to vote their shares in favor of our initial business combination. Therefore, we would not need additional shares to be voted in favor of an initial business combination in order to have our initial business combination approved. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our Sponsors and each member of our management team to vote their shares in favor of our initial business combination will increase the likelihood that we will receive the requisite shareholder approval for such initial business combination.

~~bringing~~The aability ~~lawsuit~~of ~~against~~ our ~~officers~~public orshareholders ~~directors~~to ~~for~~redeem ~~breach of~~ their ~~fiduciary~~shares for ~~duty.~~cash ~~These provisions also~~ may ~~have~~make ~~the effect of reducing the likelihood of derivative litigation against~~ our ~~officers~~financial ~~and~~condition ~~directors,~~unattractive ~~even~~to ~~though~~potential ~~such~~business ancombination ~~action~~targets, ifwhich ~~successful,~~may ~~might~~make ~~otherwise~~it ~~benefit~~difficult for us ~~and~~to enter ~~our~~into ~~shareholders. Furthermore,~~ a ~~shareholder’s~~business ~~investment~~combination ~~may~~with bea ~~adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions~~target.

~~If,~~We ~~after~~may weseek ~~distribute~~to ~~the~~enter ~~proceeds~~into ina ~~the~~business ~~Trust~~combination transaction ~~Account~~agreement towith ~~our~~a ~~public~~prospective ~~shareholders,~~target that requires as a closing condition that we ~~file~~have a ~~bankruptcy~~minimum net worth or ~~winding-up~~a ~~petition~~certain oramount of ancash. ~~involuntary~~If ~~bankruptcy~~too ormany ~~winding-up~~public ~~petition~~shareholders isexercise ~~filed~~their ~~against~~redemption usrights, ~~that~~we iswould not ~~dismissed~~be able to meet such closing condition and, as a ~~bankruptcy~~result, orwould ~~insolvency~~not ~~court~~be ~~may~~able ~~seek~~ to ~~recover~~proceed ~~such~~with ~~proceeds~~the business combination. Furthermore, ~~and~~unlike ~~the~~other ~~members~~similar ofspecial purpose acquisition companies, we can redeem our ~~board~~public ofshares ~~directors~~irrespective ~~may~~of bewhether ~~viewed~~such asredemption ~~having~~would ~~breached~~cause ~~their~~our ~~fiduciary~~net ~~duties~~tangible assets to ~~our~~be ~~creditors~~less than $5,000,001. Prospective ~~thereby~~targets ~~exposing~~will ~~the~~be ~~members~~aware of ~~our~~these ~~board~~risks ofand, ~~directors~~thus, ~~and~~may usbe reluctant to ~~claims~~enter ofinto ~~punitive~~a ~~damages.~~business combination transaction with us.

~~If,~~The ~~after~~ability weof ~~distribute the proceeds in the Trust Account to~~ our public shareholders, weto ~~file~~exercise aredemption rights ~~bankruptcy~~with orrespect ~~winding-up~~to 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~~large ~~transfer”~~number orof ~~a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by~~ our ~~shareholders.~~shares ~~In addition, our board of directors~~ may benot ~~viewed~~allow ~~as having breached its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and~~ us to ~~claims~~complete ~~of punitive damages, by paying public shareholders from~~ the ~~Trust~~most ~~Account~~desirable ~~prior~~business tocombination ~~addressing~~or ~~the~~optimize ~~claims~~our capital ~~of creditors~~structure.

IfAt the time we enter into an agreement for our initial business combination, we ~~before~~will ~~distributing~~not ~~the~~know ~~proceeds~~how inmany of our remaining public shareholders may exercise their redemption rights, and therefore will need to structure the ~~Trust~~transaction ~~Account~~based on our expectations as to the number of shares that will be submitted for redemption. If our remaining public shareholders submit their shares for redemption, we ~~file~~may need to restructure the transaction to reserve a ~~bankruptcy~~greater orportion ~~winding-up~~of ~~petition~~the orcash anin ~~involuntary~~the ~~bankruptcy~~Trust Account or ~~winding~~arrange for additional third-upparty ~~petition~~financing. isRaising ~~filed~~additional ~~against~~third-party usfinancing ~~that~~may isinvolve ~~not~~dilutive ~~dismissed~~equity issuances (including, for ~~the~~example, ~~claims~~under ofone ~~creditors~~or inmore ~~such~~forward ~~proceeding~~purchase agreements that we may ~~have~~enter ~~priority~~into) ~~over~~or the ~~claims~~incurrence of ~~our~~indebtedness ~~shareholders~~at ~~and~~higher ~~the~~than ~~per-share~~desirable levels. ~~amount~~The ~~that~~above ~~would~~considerations ~~otherwise~~may belimit ~~received~~our byability ~~our~~to ~~shareholders~~complete inthe ~~connection~~most ~~with~~desirable ~~our~~business ~~liquidation~~combination ~~may~~available beto ~~reduced.~~us or optimize our capital structure.

If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced. 22

IfThe weability ~~are~~of ~~deemed~~our topublic beshareholders anto ~~investment~~exercise ~~company~~redemption rights ~~under~~with ~~the~~respect ~~Investment~~to ~~Company~~a ~~Act,~~large wenumber ~~may~~of beour ~~required~~shares tocould ~~institute~~increase ~~burdensome~~the ~~compliance~~probability ~~requirements~~that ~~and~~ our ~~activities~~initial ~~may~~business combination would be ~~restricted,~~unsuccessful and ~~which~~that ~~may~~you ~~make~~would ithave ~~difficult~~to wait for usliquidation toin ~~complete~~order ~~our~~to ~~initial~~redeem ~~business~~your ~~combination~~shares.

If weour ~~are~~initial ~~deemed~~business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be anunsuccessful ~~investment~~is ~~company~~increased. ~~under~~If our initial business combination is unsuccessful, you would not receive your pro rata portion of the ~~Investment~~funds ~~Company~~in ~~Act~~the Trust Account until we liquidate the Trust Account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our ~~activities~~shares may trade beat ~~restricted~~a discount to the pro rata amount per share in the Trust Account. In either situation, ~~including:~~you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your shares in the open market.

•The ~~restrictions~~requirement onthat we consummate an initial business combination within the ~~nature~~deadline ofprescribed in our ~~investments;~~Articles may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

•Any ~~restrictions~~potential ontarget business with which we enter into negotiations concerning a business combination will be aware that we must consummate an initial business combination within the ~~issuance~~deadline prescribed ofin ~~securities~~our Articles. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the deadline described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

~~each~~Our ofSponsor ~~which~~has ~~may~~the ~~make~~right, itbut ~~difficult~~not ~~for~~the usobligation, to ~~complete~~extend the term we have to consummate our initial business combination. on a monthly basis for up to seven times by an additional one month each time after December 9, 2024, until June 9, 2025, without providing our stockholders with voting or redemption rights relating thereto.

InIf ~~addition~~we anticipate that we may not be able to consummate our initial business combination by December 9, 2024, we may ~~have~~elect ~~imposed~~to further extend the Termination Date to consummate a Business Combination on a monthly basis for up to six times by an additional one month each time after December 9, 2024, by resolution of our board of directors, if requested by the Chief Executive Officer, and upon usone ~~burdensome~~calendar ~~requirements~~days’ advance notice prior to the applicable Termination Date, until ~~including:~~June 9, 2025, unless the closing of our Business Combination shall have occurred prior thereto. Currently, we have extended until May 9, 2025 and have one monthly extension remaining.

•Our ~~registration~~public asstockholders will not be entitled to vote or redeem their shares in connection with any such extension. As a result, we may conduct such an ~~investment~~extension even though a majority of our public stockholders do not support such an extension and will not be able to redeem their shares in connection therewith. This feature is different than the traditional special purpose acquisition company ~~with~~structure, in which any extension of the ~~SEC;~~company’s period to complete a business combination requires a vote of the company’s stockholders and stockholders have the right to redeem their public shares in connection with such vote.

•Our ~~adoption~~Sponsors ofand atheir ~~specific~~affiliates ~~form~~or designees are not obligated, if applicable, to fund the Trust Account to extend the time for us to complete our initial business combination. Our Sponsors may decide not to extend the term we have to consummate our initial business combination, in which case we would cease all operations except for the purpose of ~~corporate~~winding ~~structure;~~up and we would redeem our public shares and liquidate, and the warrants will be worthless.

~~• reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations that we are currently not subject to.~~23

InIf ~~order not to be regulated as an investment company under the Investment Company Act, unless~~ we ~~can~~seek ~~qualify~~shareholder ~~for~~approval anof ~~exclusion,~~our weinitial ~~must ensure that we are engaged primarily in a~~ business ~~other than investing~~combination, ~~reinvesting or trading of securities and that~~ our ~~activities do not include investing~~Sponsors, ~~reinvesting~~directors, ~~owning~~executive officers, ~~holding~~advisors orand ~~trading~~their ~~“investment~~affiliates ~~securities”~~may ~~constituting~~elect ~~more~~to ~~than~~purchase ~~40%~~public ofshares ~~our~~or ~~assets~~warrants, ~~(exclusive~~which ofmay influence ~~U.S.~~a ~~government~~vote ~~securities and cash items)~~ on ana ~~unconsolidated~~proposed ~~basis. Our~~ business ~~is to identify and complete a business~~ combination and ~~thereafter~~reduce ~~to operate~~ the ~~post-transaction~~public ~~business~~“float” orof ~~assets~~our ~~for~~Class A ~~the~~ordinary ~~long~~shares ~~term. We do not plan to buy businesses~~ or ~~assets with a view to resale or profit from their resale~~public warrants. ~~We do not plan to buy unrelated businesses or assets or to be a passive investor.~~

WeIf dowe ~~not~~seek ~~believe~~shareholder ~~that~~approval of our ~~anticipated~~initial business ~~principal~~combination ~~activities~~and ~~will~~we ~~subject~~do usnot toconduct ~~the~~redemptions ~~Investment~~in ~~Company~~connection ~~Act.~~with Toour ~~this~~initial ~~end~~business combination pursuant to the tender offer rules, ~~since~~our ~~November 24~~Sponsors, ~~2023~~directors, weexecutive ~~maintain~~officers, ~~the~~advisors ~~funds~~or intheir ~~the~~affiliates ~~Trust~~may ~~Account~~purchase inpublic ~~cash~~shares or warrants in anprivately ~~interest-bearing~~negotiated transactions ~~demand~~or ~~deposit~~in ~~account~~the atopen amarket ~~bank~~either ~~until~~prior ~~the~~to ~~earlier~~or offollowing the ~~consummation~~completion of our ~~Business~~initial ~~Combination~~business combination, although they are under no obligation to do so. However, they have no current commitments, plans or ~~the~~intentions ~~liquidation~~to ofengage ~~our~~in ~~Company~~such transactions and have not formulated any terms or conditions for any such transactions. ByNone ~~holding~~of the funds in ~~cash,~~the ~~and~~Trust byAccount ~~having~~will abe ~~business~~used ~~plan~~to purchase public shares or warrants in such transactions.

20In the event that our Sponsors, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases are made, the public “float” of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See “Item 1. Business — Effecting Our Initial Business Combination — Permitted Purchases and Other Transactions with Respect to Our Securities” for a description of how our Sponsors, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in any private transaction.

~~Table~~The ofInsider ~~Contents~~Letters with our Original Sponsor, CIIG III, officers and directors may be amended without shareholder approval.

~~targeted~~Our atInsider ~~acquiring~~Letters ~~and~~contain ~~growing~~provisions businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our Business Combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our Articles (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our Business Combination or to redeem 100% of our public shares if we do not complete our Business Combination within the deadline prescribed in our Articles, or (B) with respect to any other provision relating to ~~the~~transfer ~~rights~~restrictions of ~~holders of~~ our ~~Class A~~founder ~~ordinary~~ shares; orand ~~(iii) absent~~private ~~our~~placement ~~completing a Business Combination within the deadline prescribed in our Articles~~warrants, ~~our~~indemnification ~~return~~ of the ~~funds~~trust ~~held~~account inand ~~the~~waiver ~~Trust Account to our public shareholders as part~~ of ~~our~~ redemption ~~of the public shares~~ rights. IfThe weInsider doLetters ~~not invest the proceeds as discussed above, we~~ may be ~~deemed~~amended towithout beshareholder ~~subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act~~approval, ~~compliance~~and ~~with~~any ~~these~~such ~~additional~~amendments ~~regulatory burdens would require additional expenses for which we have not allotted funds and~~ may ~~hinder our ability to complete a Business Combination. If we~~ have ~~not~~an ~~consummated~~adverse ~~our~~effect ~~Business Combination within the required time period, our public shareholders may receive only approximately $11.20 per public share, or less in certain circumstances,~~ on the ~~liquidation~~ value of ~~our~~an ~~Trust~~investment ~~Account~~in ~~and~~ our ~~warrants will expire worthless~~securities.

~~Changes~~Our insearch ~~laws~~for ora ~~regulations~~business combination, orand aany ~~failure~~target towith ~~comply~~which we ~~with~~ultimately ~~any~~consummate ~~laws~~a ~~and~~business ~~regulations~~combination, may be materially adversely ~~affect~~affected ~~our~~by ~~business~~changes in geopolitical conditions and global economic uncertainty, including ~~our~~as ~~ability~~a toresult ~~negotiate~~of ~~and~~the ~~complete~~Israel-Hamas ~~our~~conflict, ~~initial~~the ~~business~~Russia-Ukraine ~~combination,~~war and ~~results~~other macroeconomic factors, including the impact thereof on the status of ~~operations~~debt and equity markets.

WeOur ~~are~~search ~~subject~~for toa ~~laws~~business combination, and ~~regulations~~any target ~~enacted~~business bywith ~~national~~which we ultimately consummate a business combination, ~~regional~~is directly and ~~local~~indirectly ~~governments.~~affected Inby ~~particular,~~global wemacroeconomic and ~~are~~geopolitical ~~required~~conditions toand ~~comply~~the ~~with~~effect ~~certain~~thereof ~~SEC~~on the industries and ~~other~~markets ~~legal~~in ~~requirements.~~which ~~Compliance~~we, and any target business with which we ultimately consummate a business combination, ~~and~~operate. ~~monitoring~~The outlook for the global economy over the medium term remains uncertain due to a number of factors, ~~applicable~~including ~~laws~~high ~~and~~inflation, ~~regulations~~rising ~~may~~interest berates, ~~difficult~~supply chain disruption, ~~time~~the ~~consuming~~Israel-Hamas conflict, the Russia-Ukraine war, geopolitical tensions and ~~costly~~trade barriers. ~~Those~~In ~~laws~~addition, ~~and~~we ~~regulations~~are exposed to risks arising out of terrorist attacks, natural disasters, unfavorable political, military or diplomatic events, armed conflicts (including the Israel-Hamas conflict and ~~their~~the ~~interpretation~~Russia-Ukraine war, and ~~application~~related consequences ~~may~~for ~~also~~geopolitical ~~change~~stability, ~~from~~energy ~~time~~supply toand ~~time~~prices, and ~~those~~cross-border ~~changes~~financial ~~could~~transactions, ~~have~~including as a ~~material~~result ~~adverse~~of ~~effect~~economic sanctions), onpandemics ~~our~~and ~~business,~~widespread ~~investments~~public health crises, and ~~results~~the ofresponses ~~operations~~to them by governments and markets. InAny ~~addition,~~of athese ~~failure~~events tocould materially ~~comply~~and ~~with~~adversely ~~applicable~~affect, ~~laws~~directly or ~~regulations~~indirectly, aseconomies ~~interpreted~~and financial markets worldwide, business operations and ~~applied~~the conduct of commerce generally, ~~could~~the ~~have~~business aof ~~material~~any ~~adverse~~potential ~~effect~~target onbusiness with which we consummate a business combination and our ability to consummate a business combination, including ~~our~~if such events limit the ability to ~~negotiate~~have ~~and~~meetings ~~complete~~with ~~our~~potential ~~initial~~investors ~~business~~or ~~combination~~the target company’s personnel, vendors and ~~results~~services ofproviders ~~operations.~~are unavailable to negotiate and consummate a transaction in a timely manner.

21Uncertainty in connection with certain international economic and political relationships, including the imposition of tariffs on international trade, political disputes, regulatory changes and other international matters could have a material adverse effect on our ability to identify potential targets and to consummate our initial Business Combination, and could adversely affect the financial performance of any target, either foreign or domestic.

~~Table~~The international economic and political environment is dynamic and subject to change. There is currently significant uncertainty about the future economic and political relationships between the United States and a number of ~~Contents~~other countries. These uncertainties include, among other things, the potential imposition of protective tariffs on goods imported from other countries and reciprocal tariffs other countries may impose on United States products, political disputes that may affect relationships between the United States and other countries and the imposition of regulatory or other restrictions on trade and commerce. Any such matters could potentially limit the number of potential targets we may consider, and could also have a material adverse effect on the financial performance of such potential targets. Among other things, historical financial performance of companies affected by these international matters may not provide as accurate a barometer of future performance as would pertain in a more stable economic environment.

If we have not consummated an initial business combination within the deadline prescribed in our Articles, our public shareholders may be forced to wait beyond such period before redemption from our Trust Account. 24

IfFor ~~we have not consummated an initial business combination within the deadline prescribed in our Articles~~example, the ~~proceeds~~Russia-Ukraine ~~then~~war onhas ~~deposit~~had inan immediate ~~the~~impact ~~Trust Account, including interest earned~~ on the ~~funds~~global ~~held~~economy resulting in ~~the~~higher ~~Trust~~energy ~~Account~~prices and ~~not~~higher ~~previously~~inflation ~~released~~with tosignificant usdisruption to ~~pay~~financial markets ~~our~~and ~~income~~supply ~~taxes,~~chains iffor ~~any~~certain ~~(less~~goods upand toservices. ~~$100~~Moreover,~~000~~ ofin ~~interest~~connection towith ~~pay~~Russia’s ~~dissolution~~invasion ~~expenses)~~of Ukraine, ~~will~~the beEU, ~~used to fund~~ the United ~~redemption of our public shares~~States, asand ~~further~~certain ~~described~~other ~~herein.~~governments ~~Any~~around ~~redemption of public shareholders from~~ the ~~Trust~~world ~~Account~~have ~~will~~responded ~~be effected automatically~~ by ~~function~~imposing ofvarious ~~our~~economic ~~amended~~sanctions ~~and~~which ~~restated~~restrict ~~memorandum~~or prohibit ~~and~~certain ~~articles~~business ofopportunities ~~association~~in ~~prior~~Russia toand ~~any voluntary winding up~~Ukraine. IfThe wewar ~~are~~has ~~required~~continued to ~~wind~~escalate ~~up,~~without ~~liquidate the Trust Account and distribute such amount therein, pro rata, to our public shareholders, as part of~~ any ~~liquidation~~resolution ~~process,~~foreseeable ~~such winding up, liquidation and distribution must comply with~~ in the ~~applicable~~near ~~provisions of the Companies Act~~future. InThe ~~that~~uncertain ~~case~~nature, ~~investors~~magnitude, ~~may~~and beduration ~~forced to wait beyond the expiration~~ of ~~the~~hostilities ~~deadline~~stemming ~~prescribed~~from ~~in our Articles before~~ the ~~redemption~~Russia-Ukraine ~~proceeds of our Trust Account become available to them~~war, ~~and~~including ~~they receive~~ the ~~return~~potential effects of ~~their~~sanctions ~~pro~~limitations, ~~rata~~possibility ~~portion~~ of ~~the~~counter-sanctions, ~~proceeds~~retaliatory ~~from~~cyber-attacks ~~our~~on ~~Trust Account. We have no obligation to return funds to investors prior to~~ the ~~date~~world ofeconomy ~~our~~and ~~redemption or liquidation unless~~markets, ~~prior~~further disruptions ~~thereto,~~to weglobal ~~consummate~~supply ~~our~~chains ~~initial business combination or amend certain provisions of our amended~~ and ~~restated~~potential ~~memorandum~~shipping ~~and articles of association~~delays, ~~and only then in cases where investors~~ have ~~sought~~contributed to ~~redeem~~increased ~~their~~market ~~Class A~~volatility ~~ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination~~ and douncertainty, ~~not~~which could ~~amend~~have ~~certain~~an ~~provisions~~adverse ofimpact ~~our~~on ~~amended~~macroeconomic ~~and~~factors ~~restated memorandum and articles of association. Our amended and restated memorandum and articles of association provide~~ that, ifaffect ~~we wind up for any other reason prior to the consummation of~~ our ~~initial~~ability ~~business combination, we will follow the foregoing procedures with respect~~ to ~~the~~consummate ~~liquidation~~a ~~of the Trust Account as promptly as reasonably possible but not more than ten~~ business ~~days thereafter, subject to applicable Cayman Islands law~~combination.

~~Our~~In ~~shareholders~~addition, ~~may~~in beOctober ~~held~~2023, ~~liable~~Hamas ~~for~~militants infiltrated ~~claims~~Israel’s bysouthern ~~third~~border ~~parties~~from ~~against~~the usGaza toStrip ~~the~~and ~~extent~~carried out a series of ~~distributions~~attacks ~~received~~on bycivilian ~~them~~and ~~upon~~military ~~redemption~~targets. ofAdditionally, Hamas ~~their~~launched ~~shares~~extensive rocket assaults on Israeli population centers and industrial areas along Israel’s border with the Gaza Strip, as well as in other regions within the State of Israel. Subsequently, Israel’s security cabinet declared war against Hamas, and a large-scale military campaign against these terrorist organizations began.

IfCertain wemembers ~~are~~of ~~forced~~our tomanagement ~~enter~~team, ~~into~~board of ~~an insolvent liquidation~~directors, ~~any~~and ~~distributions~~staff ~~received~~are bylocated ~~shareholders~~in ~~could~~Israel. beAlthough ~~viewed~~we ashave anno ~~unlawful~~geographical ~~payment~~restrictions ifon ~~it was proved that immediately following~~ the ~~date~~targets onwe ~~which~~can ~~the~~pursue ~~distribution~~for ~~was~~our ~~made~~Business Combination, we ~~were~~had ~~unable~~previously toexpressed ~~pay~~ our ~~debts~~intention asto ~~they~~give ~~fall~~priority ~~due~~to inIsrael ~~the~~as ~~ordinary~~one ~~course~~ of ~~business.~~our Asgeographic afocuses. ~~result,~~While awe ~~liquidator~~do ~~could~~not ~~seek~~currently anticipate tothat ~~recover~~the ~~some~~recent orconflict ~~all~~between ~~amounts~~Israel ~~received~~and byHamas ~~our~~will ~~shareholders.~~impact ~~Furthermore,~~ our ~~directors~~ability ~~may be viewed as having breached their fiduciary duties~~ to usidentify ora ~~our~~suitable ~~creditors~~target ~~and/or~~company ~~may~~for ~~have acted in bad faith, thereby exposing themselves and~~ our ~~company to claims~~Business Combination, bythere ~~paying~~can ~~public~~be ~~shareholders~~no ~~from~~assurance ~~the~~that ~~Trust~~a ~~Account~~further ~~prior~~escalation toof ~~addressing~~ the ~~claims~~conflict ofor ~~creditors.~~unforeseen Weevents ~~cannot assure you that claims~~ will not beaffect ~~brought~~our ~~against~~ability usto ~~for~~complete a ~~these~~Business ~~reasons~~Combination. WeAny ~~and~~armed ~~our~~conflicts, ~~directors~~acts ~~and~~of ~~officers~~terrorism, ~~who knowingly and willfully authorized~~ or ~~permitted~~political ~~any~~instability ~~distribution~~involving toIsrael becould ~~paid~~potentially ~~out~~have ofadverse implications for our ~~share~~ability ~~premium account while we were unable~~ to ~~pay~~successfully ~~our~~conclude ~~debts~~a asbusiness ~~they~~combination ~~fall~~within ~~due in~~ the ~~ordinary~~prescribed ~~course~~deadline ofspecified ~~business~~in ~~would~~our beArticles, or ~~guilty of an offence and may be liable for a fine of $18~~potentially,~~292.68~~ ~~and~~at ~~imprisonment for five years in the Cayman Islands~~all.

~~Holders~~Our ofability ~~Class A~~to ~~ordinary~~consummate ~~shares~~a ~~are~~business ~~not~~combination may ~~entitled~~also tobe ~~vote~~dependent on the ability to raise equity (including, for example, under one or more forward purchase agreements that we may enter into) and debt financing, which may be impacted by any ~~appointment~~of the events described above, including as a result of ~~directors~~increased wemarket volatility ~~hold~~and ~~prior~~decreased market liquidity, and third-party financing being unavailable on terms acceptable to ~~our~~us ~~initial~~or ~~business~~at ~~combination~~all.

~~Prior to our initial business combination~~Finally, ~~only~~any ~~holders~~ of ~~our founder shares have~~ the ~~right~~events todescribed ~~vote~~above, on including the ~~appointment~~ongoing ofimpact ~~directors. Holders~~ of ~~our~~the ~~public~~recent ~~shares~~conflict ~~are~~between ~~not~~Israel ~~entitled~~and toHamas ~~vote~~and on the ~~appointment~~Russia-Ukraine ~~of directors during such time. In addition~~war, ~~prior~~may toalso ~~our~~have ~~initial~~the ~~business~~effect ~~combination, holders~~ of aheightening many ~~majority~~ of ~~our founder shares may remove a member of~~ the ~~board~~other ofrisks ~~directors~~described ~~for~~in ~~any~~this ~~reason.~~“Risk ~~Accordingly~~Factors” section, ~~you~~such ~~may~~as ~~not~~those ~~have~~related ~~any~~to ~~say in~~ the ~~management~~market offor our ~~company~~securities ~~prior~~and cross-border ~~to the consummation of an initial business combination~~transactions.

~~You are not permitted to exercise your warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.~~ 25

IfRisks ~~the~~Relating ~~shares~~To ~~issuable~~Our ~~upon exercise of the warrants are not registered under the~~ Securities Act, we are required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be

22If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

~~Table~~We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of ~~Contents~~the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed. See “Item 1. Business — Effecting Our Initial Business Combination — Tendering Share Certificates in Connection with a Tender Offer or Redemption Rights.”

~~required~~You todo ~~file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is~~ not ~~available. Exercising the warrants on a cashless basis could~~ have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. In no event will we be required to net cash settle any ~~warrant,~~rights or ~~issue~~interests ~~securities or other compensation~~ in ~~exchange~~funds ~~for~~from the ~~warrants~~Trust Account, inexcept ~~the event that we are unable to register or qualify the shares underlying the warrants~~ under ~~applicable~~certain ~~state~~limited ~~securities laws and no exemption is available~~circumstances. ~~If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification~~Therefore, ~~the holder of such warrant shall not be entitled~~ to ~~exercise~~liquidate ~~such~~your ~~warrant and such warrant may have no value and expire worthless. In such event~~investment, ~~holders~~you ~~who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There~~ may be aforced ~~circumstance where an exemption from registration exists for holders of our private placement warrants~~ to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in our IPO. In such an instance, our Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell ~~the~~your ~~ordinary shares underlying their warrants while holders of our~~ public ~~warrants would not be able to exercise their warrants and sell the underlying ordinary~~ shares. or ~~If and when the~~ warrants ~~become redeemable by us~~, wepotentially ~~may~~at ~~exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As~~ a ~~result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants~~loss.

~~The~~Our ~~warrants~~public ~~may~~shareholders ~~become~~are ~~exercisable~~entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and ~~redeemable~~then only ~~for~~in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with a ~~security~~shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within the deadline prescribed in our Articles, or (B) with respect to any other ~~than~~provision relating to the rights of holders of our Class A ordinary shares, and ~~you~~(iii) the ~~will~~redemption of our public shares if we have not consummated an initial business within the deadline prescribed in our Articles, subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination or liquidation if we have ~~any~~not ~~information~~consummated ~~regarding~~an initial business combination within the deadline prescribed in our Articles, with respect to such Class A ordinary shares so redeemed. In no other ~~security~~circumstances ata ~~this~~public ~~time~~shareholder has any right or interest of any kind in the Trust Account. Holders of warrants do not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

InUnder ~~certain~~the ~~situations,~~previous ~~including~~Nasdaq ifrules, wea ~~are~~SPAC not ~~the surviving entity~~ in ~~our~~compliance ~~initial business combination,~~ with the ~~warrants~~Nasdaq ~~may~~Listing ~~become~~Rule ~~exercisable~~IM-5101-2 ~~for a security other than~~ (the ~~Class A~~“36-Month ~~ordinary~~Rule”) ~~shares.~~could Asrequest a ~~result,~~hearing ifbefore ~~the~~a ~~surviving~~Nasdaq ~~company~~Hearing ~~redeems~~Panel, ~~your~~which ~~warrants~~would have ~~for securities pursuant to~~ the ~~warrant~~effect ~~agreement,~~of ~~you~~staying ~~may~~any ~~receive~~potential adelisting. ~~security~~However, in arules ~~company~~that ofbecame ~~which~~effective ~~you~~on doOctober ~~not~~7, ~~have~~2024 ~~information~~(the at“Current ~~this~~Nasdaq Rules”), ~~time.~~the ~~Pursuant~~stay relating to the ~~warrant~~36-Month ~~agreement,~~Rule ~~the~~has ~~surviving~~been ~~company~~removed ~~will~~and behas ~~required~~resulted toin ~~use~~our ~~commercially~~units ~~reasonable~~and ~~efforts~~shares tobeing ~~register~~suspended ~~the~~Any ~~issuance~~ delisting of ~~the~~our ~~security~~securities ~~underlying~~from ~~the~~trading ~~warrants~~could ~~within~~limit ~~twenty~~investors’ ~~business~~ability ~~days~~to ofmake ~~the~~transactions ~~closing~~in ofour ansecurities ~~initial~~and ~~business~~subject ~~combination~~us to additional trading restrictions.

~~The~~On ~~grant~~December 10, 2024, we received a notice from the staff of ~~registration~~the ~~rights~~Listing toQualifications ~~our~~Department ~~Sponsor~~of ~~may~~The ~~make~~Nasdaq itStock ~~more~~Market ~~difficult~~(“Nasdaq”) stating that Nasdaq has determined to ~~complete~~delist our ~~initial~~securities ~~business~~on ~~combination,~~The Nasdaq Global Market and suspended the ~~future~~trading ~~exercise~~in the Company’s securities effective as of ~~such~~the ~~rights~~opening of ~~may~~business ~~adversely~~on ~~affect~~December 17, 2024, due to the ~~market~~Company’s ~~price~~non-compliance with Nasdaq IM-5101-2, which requires that a special purpose acquisition company complete one or more business combinations within 36 months of ~~our~~the ~~Class A~~effectiveness ~~ordinary~~of ~~shares.~~its IPO registration statement.

~~Pursuant~~Following tothe asuspension ~~registration~~of ~~rights~~trading ~~agreement~~on ~~that~~The weNasdaq Global ~~entered~~Market, ~~into~~the ~~concurrently~~Company’s ~~with our IPO~~Units, ~~our~~shares ~~Sponsor and its permitted transferees can demand that we register the resale~~ of ~~the~~ Class A ~~ordinary~~common ~~shares~~stock ~~into which founder shares are convertible~~ and ~~the~~redeemable ~~private placement~~ warrants ~~and~~will ~~the~~be ~~Class A~~eligible ~~ordinary~~to ~~shares~~trade ~~issuable~~on ~~upon~~the ~~exercise~~OTC under of the ~~private~~symbols ~~placement warrants~~“TGAUF,” ~~and~~“TGAAF” ~~warrants that may be issued upon conversion of working capital~~ and ~~extension~~“TGAWF” ~~loans and the Class A ordinary shares issuable upon conversion of such warrants~~respectively. ~~The~~On ~~registration~~December ~~and~~3, ~~availability~~2024, ~~of such a significant number of securities for trading in~~ the ~~public~~Company ~~market~~filed an ~~may~~application to have anits ~~adverse~~securities ~~effect~~quoted on the ~~market~~OTCQX ~~price of our Class A ordinary shares~~Marketplace. InNasdaq ~~addition,~~will ~~the~~complete ~~existence of~~ the ~~registration~~delisting ~~rights~~by ~~may~~filing ~~make~~a ~~our~~Notification ~~initial~~of Removal ~~business~~from ~~combination~~Listing ~~more costly~~ and/or ~~difficult~~Registration tounder ~~conclude.~~Section ~~This~~12(b) isof ~~because~~ the ~~shareholders~~Securities ofand ~~the~~Exchange ~~target~~Act ~~business~~of ~~may~~1934, ~~increase~~as ~~the~~amended, ~~equity~~on ~~stake~~Form ~~they~~25 ~~seek~~with in the U.S. ~~combined~~Securities ~~entity~~and orExchange ~~ask~~Commission. ~~for~~However, ~~more~~as ~~cash~~of ~~consideration to offset~~ the ~~negative~~date ~~impact on the market price~~ of ~~our~~this ~~securities~~Report, ~~that is expected when~~ the ~~securities~~Form ~~owned~~25-NSE byhas ~~our~~not ~~Sponsor~~yet orbeen ~~its~~filed ~~permitted~~to ~~transferees~~delist ~~are~~our securities ~~registered~~from ~~for resale~~Nasdaq.

~~Because~~Under wethe ~~are~~previous ~~neither~~Nasdaq ~~limited~~rules, ~~to evaluating~~ a ~~target~~SPAC ~~business~~not in compliance with the 36-Month Rule could request a ~~particular~~hearing ~~industry~~before ~~sector~~the ~~nor~~Nasdaq Hearing Panel, which would have wethe ~~selected~~effect of staying any potential ~~specific~~delisting. ~~target~~However, ~~businesses~~in ~~with~~rules ~~which~~that became effective on October 7, 2024 (the “Current Nasdaq Rules”), the stay relating to ~~pursue~~the ~~our~~36-Month ~~initial~~Rule ~~business~~has ~~combination~~been removed. Under the Current Nasdaq Rules, ~~you~~a SPAC’s Nasdaq-listed securities will be ~~unable~~immediately tosuspended from ~~ascertain~~trading through the ~~merits~~pendency orof ~~risks~~the Nasdaq Hearing Panel’s review. In addition, the scope of ~~any~~the ~~particular~~Nasdaq ~~target~~Hearing ~~business~~Panel’s review ~~operations~~is limited, as the Nasdaq Hearing Panel may only reverse a delisting determination by the staff of the Listing Qualifications Department of Nasdaq (a “Staff Delisting Determination”) where it determines that the Staff Delisting Determination was made in error and that the SPAC never failed to satisfy the 36-Month Rule. In such cases, the Nasdaq Hearing Panel is no longer able to consider facts indicating that the SPAC had regained compliance since the date of the Staff Delisting Determination, nor may the Nasdaq Hearing Panel grant an exception allowing the SPAC additional time to regain compliance. If a SPAC completes a business combination after receiving a Staff Delisting Determination and/or demonstrates compliance with all applicable initial listing requirements, the combined company will apply to list its securities on Nasdaq pursuant to the normal application review process. The New Nasdaq Rules contained a list of deficiencies that would immediately result in a Staff Delisting Determination, which includes noncompliance with the 36-Month Rule.

We may pursue business combination opportunities in any sector, except that we are not, under our amended and restated memorandum and articles of association, permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to our investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value. 26

23Since our securities are currently quoted on an over-the-counter market. we could face significant material adverse consequences, including:

~~Table~~● ofappearing ~~Contents~~to be less attractive to potential target companies than an exchange listed SPAC;

We● ~~may~~a ~~seek~~limited ~~acquisition~~availability ~~opportunities~~of inmarket ~~industries~~quotations orfor ~~sectors which may or may not be outside of~~ our ~~management’s area of expertise.~~ securities;

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

We● ~~may~~a ~~seek~~determination ~~acquisition~~that ~~opportunities~~our ~~with~~Class anA ~~early-stage~~ordinary ~~company,~~shares is a ~~financially~~“penny ~~unstable~~stock,” ~~business~~which orwill anrequire ~~entity~~brokers ~~lacking~~trading anin ~~established~~our ~~record~~Class A ordinary shares to adhere to more stringent rules and possibly result in a reduced level of ~~revenue~~trading oractivity ~~earnings.~~in the secondary trading market for our securities;

To● ~~the extent we effect our initial business combination with~~ a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous risks inherent in such company or business. These risks include investing in a business without a proven business model and with limited ~~historical~~amount financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors. Furthermore, some of ~~these~~news ~~risks may be outside of our control~~ and ~~leave~~analyst uscoverage; ~~with no ability to control or reduce the chances that those risks will adversely impact a target business.~~ and

~~Although~~● wea ~~have~~decreased ~~identified~~ability ~~general~~to ~~criteria~~issue ~~and~~additional ~~guidelines~~securities ~~that~~or weobtain ~~believe~~additional ~~are~~financing ~~important~~ in ~~evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result,~~ the ~~target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines~~future.

~~Although~~In ~~we have identified general criteria and guidelines for evaluating prospective target businesses~~addition, itif ~~is possible that a target business with which we enter into~~ our ~~initial~~securities ~~business~~are ~~combination~~delisted ~~will~~from ~~not~~Nasdaq, ~~have~~trading ~~all of these positive attributes. If we complete~~ in our ~~initial business combination with a target that does not meet some or all of these guidelines~~securities, ~~such combination may not be as successful as a combination with a business that does meet all of our general criteria~~ and ~~guidelines.~~offers ~~In addition, if we announce a prospective business combination with a target that does not meet our general criteria~~ and ~~guidelines,~~sales ~~a greater number~~ of ~~shareholders~~our ~~may~~securities ~~exercise~~by ~~their redemption rights, which may make it difficult for~~ us ~~to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition~~, ~~if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it~~ may be ~~more~~subject ~~difficult for us~~ to ~~attain~~state ~~shareholder~~securities ~~approval~~regulation ~~of our initial business combination if the target business does not meet our general criteria~~ and ~~guidelines.~~additional ~~If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $11~~compliance costs.~~20 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.~~

WeThe ~~are~~National ~~not~~Securities ~~required~~Markets toImprovement Act ~~obtain~~of an1996, ~~opinion~~which ~~from~~is ana ~~independent~~federal ~~accounting~~statute, prevents or ~~investment~~preempts ~~banking~~the ~~firm,~~states ~~and~~from ~~consequently,~~regulating ~~you~~the ~~may~~sale ~~have~~of nocertain ~~assurance~~securities, ~~from~~which anare referred ~~independent~~to ~~source~~as ~~that~~“covered ~~the~~securities ~~price~~Since we are ~~paying~~no ~~for~~longer listed on Nasdaq, our securities would not qualify as covered securities under the ~~business~~statute isand ~~fair~~we would be subject to ~~our~~regulation ~~shareholders~~in ~~from~~each astate ~~financial~~in ~~point~~which ofwe ~~view.~~offer our securities.

~~Unless~~You ~~we complete our initial business combination with an affiliated entity, we~~ are not ~~required~~entitled to ~~obtain~~protections annormally ~~opinion~~afforded ~~from an independent investment banking firm that is a member of FINRA or another independent firm that commonly renders valuation opinions for the type of company we are seeking~~ to ~~acquire or an independent accounting firm that the price we are paying is fair to our shareholders from a financial point~~ investors of ~~view.~~many Ifother noblank ~~opinion~~check ~~is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community~~companies. ~~Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable, related to our initial business combination.~~

24Since the net proceeds from our IPO and the sale of the private placement warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors are not afforded the benefits or protections of those rules. Among other things, this means our units have become immediately tradable after our IPO and we have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if our IPO was subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of an initial business combination.

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

WeIf ~~may~~we ~~issue~~seek ~~additional~~shareholder ~~Class A~~approval ~~ordinary~~of ~~shares~~our orinitial business ~~preference~~combination ~~shares~~and towe ~~complete~~do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an ~~employee~~aggregate ~~incentive~~of ~~plan~~15% ~~after~~of ~~completion~~the shares sold in our IPO, which we refer to as the “Excess Shares,” without our prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your Weinability ~~may~~to ~~also~~redeem ~~issue~~the ~~Class A~~Excess ~~ordinary~~Shares ~~shares~~will ~~upon~~reduce ~~the~~your ~~conversion~~influence ofover ~~the~~our ~~founder~~ability ~~shares~~to atcomplete our initial business combination and you could suffer a ~~ratio~~material ~~greater~~loss ~~than~~on ~~one-to-one~~your atinvestment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the ~~time~~Excess ofShares if we complete our initial business combination. And as a result, you ofwill ~~the~~continue ~~anti-dilution~~to ~~provisions~~hold ~~contained~~that innumber ~~our~~of ~~amended~~shares ~~and~~exceeding ~~restated~~15% ~~memorandum~~ and, ~~articles~~in oforder ~~association.~~to ~~Any~~dispose of such ~~issuances~~shares, would ~~dilute~~be ~~the~~required ~~interest~~to ofsell ~~our~~your shares ~~shareholders~~in ~~and~~open ~~likely~~market ~~present~~transactions, ~~other~~potentially ~~risks.~~at a loss.

Our amended and restated memorandum and articles of association authorized the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per share. Taking into account the partial exercise of the over-allotment option by the underwriters, the conversion of 5,347,415 Class B ordinary shares held by our initial shareholders into an equal number of Class A ordinary shares on July 11, 2023 and the redemptions of Class A ordinary shares in the context of our June 2, 2023 extraordinary shareholder meeting and our December 15, 2023 extraordinary shareholder meeting, respectively, we have 490,718,365 and 49,975,000 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account or shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares will automatically convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or be entitled to liquidating distributions from the Trust Account if we fail to consummate an initial business combination) at the time of our initial business combination or earlier at the option of the holders thereof as described herein and in our amended and restated memorandum and articles of association. We currently do not have any preference shares issued and outstanding. 27

WeBecause ~~may issue a substantial number~~ of ~~additional~~our ~~Class A~~limited ~~ordinary~~resources ~~shares~~and orthe ~~preference~~significant ~~shares~~competition for ~~to complete our initial~~ business combination oropportunities, ~~under~~it anmay ~~employee~~be ~~incentive~~more ~~plan~~difficult ~~after~~for ~~completion~~us ofto complete our initial business combination. WeIf ~~may~~we ~~also~~have ~~issue~~not ~~Class A ordinary shares in connection with~~ consummated our ~~redeeming the warrants or upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time of our~~ initial business combination aswithin ~~a result of~~ the ~~anti-dilution~~required ~~provisions~~time ~~as set forth herein. However~~period, our ~~amended~~public ~~and~~shareholders ~~restated~~may ~~memorandum~~receive ~~and~~only ~~articles~~approximately of$11.64 ~~association~~per ~~provide~~public share, ~~among other things, that prior to~~ or less in ~~connection~~certain ~~with our initial business combination~~circumstances, ~~we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote~~ on ~~any initial business combination or on any other proposal presented to shareholders prior to or in connection with~~ the ~~completion~~liquidation of ~~an initial business combination. These provisions of~~ our ~~amended~~Trust ~~and~~Account ~~restated memorandum~~ and ~~articles of association, like all provisions of~~ our ~~amended~~warrants ~~and~~will ~~restated~~expire ~~memorandum and articles of association, may be amended with a shareholder vote~~worthless. ~~The issuance of additional ordinary or preference shares:~~

•We expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may ~~significantly~~be ~~dilute~~individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the ~~equity~~types ~~interest~~of businesses we intend to acquire. Many of ~~investors~~these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do, and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses, we could potentially acquire with the net proceeds of our IPO and the sale of the private placement warrants, ~~which~~our ability ~~dilution~~to ~~would~~compete ~~increase~~with ifrespect to the ~~anti-dilution~~acquisition ~~provisions~~of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the ~~Class~~acquisition Bof ~~ordinary~~certain target businesses. Furthermore, we are obligated to offer holders of our public shares ~~resulted~~the right to redeem their shares for cash at the time of our initial business combination in conjunction with a shareholder vote or via a tender offer. Potential target companies will be aware that this may reduce the ~~issuance~~resources available to us for our initial business combination. Any of ~~Class~~these obligations Amay ~~ordinary~~place ~~shares~~us onat a ~~greater~~competitive ~~than~~disadvantage ~~one-to-one~~in ~~basis~~successfully ~~upon~~negotiating ~~conversion~~a business combination. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $11.64 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. See “-If third parties bring claims against us, the ~~Class~~proceeds Bheld ~~ordinary~~in ~~shares;~~the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $11.64 per public share” and other risk factors herein.

•We ~~may~~employ ~~subordinate~~a ~~the~~mail ~~rights~~forwarding ofservice, ~~holders~~which may ofdelay ~~Class~~or Adisrupt ~~ordinary~~our ~~shares~~ability ~~if preference shares are issued with rights senior~~ to ~~those~~receive ~~afforded~~mail ~~our~~in ~~Class~~a Atimely ~~ordinary shares;~~manner.

•Mail ~~could~~addressed ~~cause~~to athe ~~change~~Company and inreceived ~~control~~at ifits aregistered ~~substantial~~office ~~number~~will ofbe ~~Class~~forwarded Aunopened ~~ordinary~~to ~~shares~~the ~~are~~forwarding ~~issued,~~address ~~which~~supplied ~~may~~by ~~affect,~~us. ~~among~~None ~~other~~of ~~things~~the Company, ~~our~~its ~~ability~~directors, officers, toadvisors ~~use~~or ~~our~~service ~~net~~providers ~~operating~~(including ~~loss~~the ~~carry~~organization ~~forwards,~~which ifprovides registered office services in the Cayman Islands) will bear any, ~~and~~responsibility ~~could~~for ~~result~~any delay howsoever caused in mail reaching the ~~resignation~~forwarding oraddress, ~~removal~~which ofmay ~~our~~impair ~~present~~your ~~officers~~ability ~~and~~to ~~directors;~~communicate with us.

•Economic ~~may~~substance ~~have~~legislation ~~the effect~~ of ~~delaying~~the orCayman Islands ~~preventing~~may aadversely ~~change~~impact ~~of control of~~ us ~~by diluting the share ownership~~ or ~~voting~~our ~~rights of a person seeking to obtain control of us;~~operations.

•The ~~may~~Cayman ~~adversely~~Islands, ~~affect~~together ~~prevailing~~with several ~~market~~other ~~prices~~non-European Union jurisdictions, have introduced legislation aimed at addressing concerns raised by the Organisation for Economic Co-operation and Development’s (OECD) Base Erosion and Profit Shifting (BEPS) initiative as to offshore structures engaged in certain activities which attract profits without real economic activity. The International Tax Co-operation (Economic Substance) Act, (As Revised) (the “Economic Substance Act”) contains economic substance requirements for in-scope Cayman Islands entities which are engaged in certain “relevant activities”. As we are a Cayman Islands company, our ~~units~~compliance obligations will include filing an annual notification, ~~Class~~which Aneed ~~ordinary~~to ~~shares~~state whether we are carrying out any relevant activities and/ if so, whether we have satisfied economic substance tests to the extent required under the Economic Substance Act. If the Cayman Islands Tax Information Authority determines that the Company or ~~warrants;~~any of its Cayman Islands subsidiaries has failed to meet the requirements imposed by the Economic Substance Act the Company may face significant financial penalties, restriction on the regulation of its business activities and/or may be struck off as a registered entity in the Cayman Islands.

•As it is still a relatively new regime, it is anticipated that the Economic Substance Act and associated guidance will evolve and may ~~not~~be ~~result~~subject to further clarification and amendments. We may need to allocate additional resources to keep updated with these developments and may have to make changes to our operations in ~~adjustment~~order to comply with all requirements under the ~~exercise~~Economic ~~price~~Substance ofAct. ~~our~~Failure ~~warrants~~to satisfy these requirements may subject us to penalties under the Economic Substance Act.

~~Trust~~Anti-money ~~Account~~laundering legislation, regulations and guidance and sanctions legislation may require us to adopt and maintain costly compliance procedures and may adversely impact us or our financial results.

25In order to comply with legislation, regulations and guidance aimed at the prevention of money laundering, terrorist financing and proliferation financing, and sanctions legislation the Company may be required to adopt and maintain anti-money laundering procedures, and may require subscribers and their beneficial owners, controllers or authorized persons (where applicable) (“Related Persons”) to provide evidence to verify their identity. Where permitted, and subject to certain conditions, the Company may also rely on, or delegate to, a suitable person the maintenance of our anti-money laundering procedures (including the acquisition of due diligence information).

~~Table~~The Company reserves the right to request such information as is necessary to verify the identity of ~~Contents~~a subscriber or their Related Persons. In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited.

~~Resources~~The ~~could~~Company bealso ~~wasted~~reserves inthe right ~~researching~~to ~~business~~refuse ~~combinations~~to ~~that~~make ~~are~~any ~~not~~redemption ~~completed,~~payment ~~which~~to ~~could~~a ~~materially~~shareholder ~~adversely~~if ~~affect~~directors ~~subsequent~~or ~~attempts~~officers tosuspect ~~locate and acquire~~ or ~~merge~~are ~~with~~advised ~~another~~that ~~business.~~the Ifpayment weof ~~have~~redemption proceeds ~~not~~to ~~consummated~~such ~~our~~shareholder ~~initial~~might ~~business~~result ~~combination~~in ~~within~~a ~~the~~breach ~~required~~of ~~time~~applicable ~~period~~anti-money laundering, ~~our~~sanctions ~~public~~or ~~shareholders~~other ~~may~~laws ~~receive~~or ~~only~~regulations ~~approximately~~by ~~$11.20~~any person ~~per~~in ~~public~~any ~~share~~relevant jurisdiction, or ~~less~~if insuch ~~certain~~refusal ~~circumstances,~~is onconsidered ~~the~~necessary ~~liquidation~~or ofappropriate ~~our~~to ~~Trust~~ensure ~~Account~~compliance ~~and~~with ~~our~~any ~~warrants~~such ~~will~~laws or ~~expire~~regulations ~~worthless.~~in any applicable jurisdiction.

We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately $11.20 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. 28

WeIf ~~believe~~any person in the Cayman Islands knows or suspects, or has reasonable grounds for knowing or suspecting that weanother ~~were~~person ais ~~passive~~engaged ~~foreign~~in ~~investment~~criminal ~~company~~conduct or money laundering, or is involved with terrorism or ~~“PFIC~~terrorist financing and property,” and the information for ~~our~~that ~~2021,~~knowledge ~~2022~~or ~~and~~suspicion ~~2023~~came ~~taxable~~to ~~years~~their attention in the course of business in the regulated sector, ~~and~~or weother ~~may~~trade, ~~also~~profession, business or employment, the person will be required to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands (“FRA”), pursuant to the Proceeds of Crime Act (As Revised) of the Cayman Islands, if the disclosure relates to criminal conduct or money laundering, or (ii) a ~~PFIC~~police ~~for~~officer ~~our~~of ~~current~~the ~~taxable~~rank ~~year~~of constable or higher, ~~which~~or ~~could~~the ~~result~~FRA, inpursuant ~~adverse~~to ~~U.S.~~the ~~federal~~Terrorism ~~income~~Act ~~tax~~(As ~~consequences~~Revised) of the Cayman Islands, if the disclosure relates to ~~U.S.~~involvement ~~investors.~~with terrorism or terrorist financing and property.

IfWe wehave ~~are~~identified a ~~PFIC~~material ~~for~~weakness ~~any taxable year (or portion thereof) that is included~~ in ~~the holding period of a U.S. investor in~~ our ~~Class A~~internal ~~ordinary~~control over ~~shares~~financial ~~or warrants, the U.S. investor may be subject to adverse U.S. federal income tax consequences and additional~~ reporting ~~requirements~~. WeIf ~~believe that we did not qualify for the PFIC “start-up exception” (as described in~~ our ~~IPO~~remediation ~~prospectus~~of ~~under~~such ~~the~~material ~~caption~~weaknesses ~~“Taxation~~is –not ~~United States Federal Income Tax Considerations – Passive Foreign Investment Company Rules”) for our taxable year ended December 31~~effective, ~~2021.~~or ~~Therefore, we believe that we were a PFIC for our taxable years ended December 31, 2021, December 31, 2022 and December 31, 2023. In addition, even~~ if ~~our business combination is completed during our current taxable year, it is possible that~~ we ~~will~~identify beadditional amaterial ~~PFIC~~weaknesses in ~~for our current taxable year depending on~~ the ~~timing~~future ~~and~~or ~~structure~~otherwise offail ~~the~~to ~~business~~develop ~~combination~~ and ~~the~~maintain ~~nature~~effective ~~and~~internal ~~value~~control ofover ~~the~~financial ~~income and assets of the company with which we combine~~reporting, ~~the details of which are currently unknown. If we are a PFIC during any taxable year during which a U.S. investor owns~~ our ~~Class A~~ability ~~ordinary shares or warrants, we generally will continue~~ to beproduce ~~treated~~timely and asaccurate afinancial ~~PFIC~~statements ~~with respect to such U.S. investor’s Class A ordinary shares~~ or ~~warrants~~comply ~~even~~with ifapplicable welaws ~~are~~and ~~not~~regulations acould ~~PFIC~~be ~~for any subsequent taxable year, unless the U~~impaired.~~S. investor makes a “deemed sale” election.~~

AWe ~~U.S.~~identified ~~shareholder~~a ~~(but~~material ~~not~~weakness ~~warrant~~in ~~holder)~~our ~~that~~internal ~~made~~control aover ~~timely~~financial reporting, ~~“qualified~~as ~~electing~~defined ~~fund,”~~in orthe ~~“QEF,”~~SEC ~~election~~guidelines ~~with~~for ~~respect~~public tocompanies ~~our~~at ~~Class A~~September ~~ordinary~~30, ~~shares~~2024 ~~may~~which beremained ~~able~~not toremediated ~~mitigate~~as ~~the~~of ~~adverse~~December U31, 2024.S. ~~federal~~The ~~income~~material ~~tax~~weakness ~~consequences~~identified ~~under~~relates to disclosure controls and procedures regarding the ~~PFIC~~completeness ~~rules~~of byoperating expenses and accruals, including inlegal ~~its~~fees, ~~income~~as well as the Ucompleteness and accuracy of transactions with related parties.S. ~~shareholder’s~~A ~~pro~~material ~~rata~~weakness is ~~share~~a deficiency, or a combination of ~~our~~deficiencies, ~~earnings~~in oninternal control over financial reporting such that there is a ~~current~~reasonable ~~basis,~~possibility that ~~whether~~a material misstatement of our annual or interim financial statements will not ~~they~~be ~~are~~prevented, ~~distributed.~~or Wedetected ~~prepared~~and corrected on a ~~PFIC~~timely basis. ~~Annual~~Effective ~~Information~~internal ~~Statement~~controls inare ~~order~~necessary for us to ~~enable~~provide ~~our~~reliable Ufinancial reports and prevent fraud.S. ~~shareholders~~We continue to ~~make~~evaluate steps ~~and~~to ~~maintain~~remediate ~~QEF~~the ~~elections~~material ~~with~~weakness. ~~respect~~These toremediation ~~our~~measures ~~2021~~may ~~taxable~~be ~~year~~time consuming and ~~2022~~costly ~~taxable~~and ~~year~~there ~~and~~is weno assurance that these initiatives will ~~endeavor~~ultimately ~~provide~~have the intended effects. If we identify any new material weaknesses in the future, any such ~~statement~~newly ~~with~~identified material ~~respect~~weakness could limit our ability to prevent or detect a misstatement of our ~~2023~~accounts ~~taxable~~or ~~year~~disclosures ~~upon~~that ~~request~~could result in a material misstatement of our annual or interim financial statements. ~~However~~In such case, ~~there~~we ~~can~~may be nounable ~~assurance~~to ~~that~~maintain wecompliance ~~will~~with securities law requirements regarding timely ~~provide~~filing ~~the~~of ~~required~~periodic ~~information~~reports in addition to ~~make~~applicable astock ~~QEF~~exchange ~~election~~listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a ~~QEF~~result. ~~election~~We ~~would~~cannot beassure ~~unavailable~~you ~~with~~that ~~respect~~the measures we have taken to ~~our~~date, ~~warrants~~or any measures we may take in ~~all~~the ~~cases.~~future, will be sufficient to avoid potential future material weaknesses.

WeRisks ~~urge~~Relating ~~U.S.~~To ~~investors~~Our toManagement ~~consult~~Team their tax advisers regarding the application of the PFIC rules and the availability, advisability and consequences of making any election that may be available under the PFIC rules (including the possible combination of a “deemed sale” and QEF election with respect to our Class A ordinary shares, if a timely QEF election had not been made previously). For a more detailed explanation of these and other elections, as well as other aspects of the PFIC rules, see the description in our IPO prospectus under the caption “Taxation – United States Federal Income Tax Considerations – Passive Foreign Investment Company Rules.”

AnPast ~~investment~~performance inby our ~~securities~~Sponsors’ owners, and by our directors and management, or their respective affiliates, may ~~result~~not inbe ~~uncertain~~indicative ~~U.S.~~of ~~federal~~future ~~income~~performance ~~tax~~of ~~consequences~~an investment in us.

AnInformation ~~investment~~regarding inperformance is presented for informational purposes only. Any past experience or performance of our ~~securities~~Sponsors’ ~~may~~owners, ~~result~~our indirectors ~~uncertain~~or ~~U.S.~~management, ~~federal~~and ~~income~~their respective ~~tax~~affiliates ~~consequences.~~is ~~See~~not ~~the~~a ~~discussion~~guarantee inof either (i) our ~~IPO~~ability ~~prospectus~~to ~~under~~successfully ~~the~~identify ~~caption~~and ~~“Taxation~~execute –a ~~United~~transaction ~~States~~or ~~Federal~~(ii) success with ~~Income~~respect ~~Tax~~to ~~Considerations”~~any ~~for~~business acombination ~~summary~~that ofwe ~~material~~may Uconsummate.S. ~~federal~~You ~~income~~should ~~tax~~not ~~considerations~~rely ofon anthe ~~investment~~historical inrecord of our ~~securities.~~Sponsors’ ~~U.S.~~owners, our ~~investors~~directors ~~should~~or ~~consult~~management, or their ~~tax~~respective ~~advisers~~affiliates ~~with~~as ~~respect~~indicative toof the ~~tax~~future ~~consequences~~performance of ~~owning~~an ~~and~~investment ~~disposing~~in ofus ~~our~~or ~~securities~~the returns we will, or are likely to, generate going forward. Our management has no experience in operating special purpose acquisition companies.

~~Our~~Members ~~initial~~of ~~business~~our ~~combination~~management team and board of directors have significant experience as board members, officers or ~~transactions~~executives ~~relating~~of ~~thereto~~other ~~may~~companies. As a result, certain of those persons have been, may be, or may become, involved in ~~taxes~~proceedings, ~~imposed~~investigations and litigation relating to the business affairs of the companies with which they were, are, or may in the future be, affiliated. This may have an adverse effect on us, ~~and~~which may impede our ~~shareholders~~ability orto ~~warrant~~consummate ~~holders.~~an initial business combination.

WeDuring ~~may,~~the incourse ~~connection~~of ~~with~~their ~~our~~careers, ~~initial~~members ~~business~~of ~~combination~~our management team and ~~subject~~board toof ~~requisite~~directors ~~shareholder~~have ~~approval~~had bysignificant ~~special~~experience ~~resolution~~as ~~under~~board ~~the Companies Act~~members, ~~merge~~officers or ~~otherwise~~executives ~~combine~~of ~~with~~other ~~another~~companies. ~~company,~~As ora ~~reincorporate~~result inof ~~the~~their involvement ~~jurisdiction~~and positions in ~~which~~these ~~the~~companies, ~~target~~certain ~~company~~persons ~~or business is located or another jurisdiction. Tax structuring considerations are complex~~were, ~~the relevant facts and law~~ are ~~uncertain and may change~~now, ~~and~~or we may ~~prioritize~~in ~~commercial~~the ~~and~~future ~~other~~become, ~~considerations~~involved ~~over~~in ~~tax~~litigation, ~~considerations. A shareholder~~ investigations or ~~warrant~~other ~~holder~~proceedings ~~may~~relating ~~be required~~ to ~~recognize~~the ~~taxable~~business ~~income~~affairs ~~with~~of ~~respect~~such tocompanies ~~our business combination~~ or transactions ~~relating~~entered ~~thereto~~into inby ~~the~~such ~~jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity~~companies. InAny ~~the~~such ~~event~~litigation, investigations ~~of a reincorporation~~ or ~~merger,~~other ~~any~~proceedings ~~tax liability~~ may ~~attach~~divert ~~prior to any consummation of redemptions of~~ our ~~Class A~~management ~~ordinary~~team’s ~~shares.~~and Weboard’s doattention ~~not~~and ~~intend~~resources toaway ~~make~~from ~~any~~identifying and ~~cash~~selecting ~~distributions~~a totarget ~~shareholders~~business or ~~warrant~~businesses ~~holders~~for ~~to pay taxes in connection with~~ our initial business combination ~~or thereafter. Shareholders~~ and ~~warrant holders~~ may benegatively ~~subject~~affect ~~to withholding taxes or other taxes with respect to their ownership of us after~~ our ~~business combination. In addition~~reputation, ~~we could be treated as tax resident in the jurisdiction in~~ which ~~the~~may impede ~~target company or business is located, which could result in adverse tax consequences to us (e.g., taxation on~~ our ~~worldwide~~ability ~~income in such jurisdiction) and~~ to ~~our~~complete ~~shareholders~~an orinitial ~~warrant~~business ~~holders (e~~combination.~~g., withholding taxes on dividends and taxation of disposition gains).~~

26Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.

~~Table~~In recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed. Fewer insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally increased and the terms of ~~Contents~~such policies have generally become less favorable. There can be no assurance that these trends will not continue.

WeThe ~~may~~increased ~~effect~~cost aand ~~business~~decreased ~~combination~~availability of ~~with~~directors aand ~~target~~officers ~~company~~liability ~~that~~insurance ~~has~~could ~~business~~make ~~operations~~it inmore ~~multiple~~difficult ~~jurisdictions.~~and Ifmore weexpensive ~~effect~~for ~~such~~us ato ~~business~~negotiate ~~combination,~~an weinitial ~~could~~business combination. beIn ~~subject~~order to ~~significant~~obtain ~~income,~~directors ~~withholding~~ and ~~other~~officers ~~tax~~liability ~~obligations~~insurance inor amodify ~~number~~its ofcoverage ~~jurisdictions~~as ~~with~~a ~~respect~~result toof ~~income,~~becoming ~~operations~~a ~~and~~public ~~subsidiaries~~company, the ~~related~~post-business tocombination ~~those~~entity ~~jurisdictions.~~might ~~Due~~need to ~~the~~incur ~~complexity~~greater ~~of tax obligations and filings in other jurisdictions~~expense, weaccept ~~may~~less ~~have~~favorable aterms ~~heightened risk related to audits~~ or ~~examinations~~both. byAny ~~taxing~~failure ~~authorities.~~to ~~This~~obtain ~~additional~~adequate directors ~~complexity~~ and ~~risk~~officers liability insurance could have an adverse ~~effect~~impact on ~~our~~the ~~after~~post-~~tax~~business ~~profitability~~combination’s ability to attract and retain ~~financial~~qualified ~~condition.~~officers and directors.

AIn ~~majority~~addition, ofeven after we were to complete an initial business combination, our directors and ~~officer~~officers ~~live~~could ~~outside~~still ~~the~~be ~~United~~subject ~~States,~~to ~~and~~potential ~~after~~liability ~~our~~from claims arising from conduct alleged to have occurred prior to the initial business combination,. itAs isa ~~possible~~result, ~~that~~in aorder ~~majority~~to ofprotect our directors and officers, ~~will~~the ~~live~~post-business combination ~~outside~~entity ~~the~~may ~~United~~need ~~States~~to ~~and~~purchase ~~all~~additional ofinsurance ~~our~~with ~~assets~~respect ~~will~~to any such claims (“run-off insurance”). The need for run-off insurance would be ~~located~~an ~~outside~~added expense for the ~~United~~post-business ~~States;~~combination ~~therefore~~entity, ~~investors~~and ~~may~~could ~~not~~interfere bewith ~~able~~or frustrate our ability to ~~enforce~~consummate ~~federal~~an ~~securities~~initial ~~laws~~business orcombination ~~their~~on ~~other~~terms ~~legal~~favorable ~~rights.~~to our investors.

A majority of our directors and officers live outside of the United States, and it is possible that after our initial business combination, a majority of our directors and officers will reside outside of the United States and all of our assets will be located outside of the United States. As a result, it may be difficult, or in some cases not possible, for investors in the United States to enforce their legal rights, to effect service of process upon all of our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties on our directors and officers under United States laws. 29

WeIf the net proceeds from our IPO and the sale of the private placement warrants not being held in the Trust Account are ~~dependent~~insufficient ~~upon~~to allow us to operate until the end of the Business Combination deadline prescribed in our ~~executive~~Articles, ~~officers~~it could limit the amount available to fund our search for a target business or businesses and ~~directors~~our ability to complete our initial business combination, and ~~their~~we ~~loss~~will ~~could~~depend ~~adversely~~on ~~affect~~loans from our ~~ability~~Sponsors, its affiliates or members of our management team to ~~operate~~fund our search and to complete our initial business combination.

~~Our~~The ~~operations~~funds ~~are~~available ~~dependent~~to ~~upon~~us aoutside ~~relatively~~of ~~small~~the ~~group~~Trust Account ofmay ~~individuals~~not ~~and,~~be sufficient to allow us to operate until the Business Combination deadline prescribed in ~~particular~~our Articles, assuming that our ~~executive~~initial ~~officers~~business ~~and~~combination ~~directors.~~is Wenot ~~believe~~completed during that ~~our~~time. ~~success~~We ~~depends~~expect onto ~~the~~incur ~~continued~~significant ~~service~~costs in pursuit of our ~~officers~~acquisition plans. ~~and~~Management’s ~~directors,~~plans atto ~~least~~address ~~until~~this weneed ~~have~~for ~~completed~~capital through our ~~initial~~IPO ~~business~~and ~~combination.~~potential Inloans ~~addition,~~from ~~our~~certain ~~executive~~of ~~officers~~our ~~and~~affiliates ~~directors~~ are discussed ~~not~~in ~~required~~the tosection ~~commit~~of ~~any~~this ~~specified~~Annual ~~amount~~Report oftitled ~~time~~“Item to7. ~~our~~Management’s ~~affairs~~Discussion and, ~~accordingly,~~Analysis ~~will~~of ~~have~~Financial ~~conflicts~~Condition and Results of ~~interest~~Operations.” inHowever, ~~allocating~~our ~~their~~affiliates ~~time~~are ~~among~~not ~~various~~obligated ~~business~~to ~~activities,~~make ~~including~~loans ~~identifying~~to ~~potential~~us ~~business~~in ~~combinations~~the future, and ~~monitoring~~we ~~the~~may ~~related~~not ~~due~~be ~~diligence.~~able to Weraise doadditional ~~not~~financing ~~have~~from anunaffiliated ~~employment~~parties ~~agreement~~necessary ~~with,~~to orfund ~~key-man~~our ~~insurance~~expenses. onAny such event in the ~~life~~future ~~of,~~may ~~any~~negatively ofimpact the analysis regarding our ~~directors~~ability orto ~~executive~~continue ~~officers.~~as a going concern at such time.

~~The~~Of ~~unexpected~~the ~~loss~~net proceeds from our IPO and the sale of the private placement warrants, only approximately $1,400,000 was initially available to us outside the ~~services~~Trust Account to fund our working capital requirements. We believe that the funds available to us outside of ~~one~~the Trust Account, together with funds available from loans from our Sponsors, its affiliates or ~~more~~members of our ~~directors~~management team are sufficient to allow us to operate until the Business Combination deadline prescribed in our Articles; however, we cannot assure you that our estimate is accurate, and our Sponsors, its affiliates or members ~~executive~~of ~~officers~~our management team are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we could ~~have~~use a ~~detrimental~~portion ~~effect~~of onthe funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

~~Our~~In ~~ability~~the event that our offering expenses exceed our estimate of $600,000, we may fund such excess with funds not to ~~successfully~~be ~~effect~~held in the Trust Account. In such case, unless funded by the proceeds of loans available from our ~~initial~~Sponsors, ~~business~~its ~~combination~~affiliates ~~and~~or members of our management team the amount of funds we intend to be ~~successful~~held ~~thereafter~~outside the ~~depends~~Trust ~~upon~~Account would decrease by a corresponding amount. Conversely, in the ~~efforts~~event that the offering expenses are less than our estimate of $600,000, the amount of funds we hold outside the Trust Account would increase by a corresponding amount. The amount held in the Trust Account will not be impacted as a result of such increase or decrease. If we are required to seek additional capital, we would need to borrow funds from our ~~key~~Sponsors, ~~personnel~~its affiliates, ~~some~~members of ~~whom~~our management team or other third parties to operate or may ~~join~~be forced to liquidate. Neither our Sponsors, members of our management team nor their affiliates is under any obligation to us ~~following~~in such circumstances. Any such advances may be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination entity at a price of $1.50 per warrant at the option of the lender. The ~~loss~~warrants would be identical to the private placement warrants. Prior to the completion of our ~~key~~initial ~~personnel~~business ~~could~~combination, ~~negatively~~we ~~impact~~do not expect to seek loans from parties other than our Sponsors, its affiliates or members of our management team as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we have not consummated our initial business combination within the deadline prescribed in our Articles because we do not have sufficient funds available to us, we will be forced to cease operations and ~~profitability~~liquidate the Trust Account. Consequently, our public shareholders may only receive an estimated $11.64 per public share, or possibly less, on our redemption of our ~~post~~public shares, and our warrants will expire worthless. See “-~~combination~~ ~~business~~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 $11.64 per public share” and other risk factors herein.

Our ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management, director or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements. 30

InRisks ~~addition,~~Relating ~~the~~To ~~directors and officers of a business combination candidate may resign upon completion of our initial business combination.~~ The ~~departure of a business combination target’s key personnel could negatively impact the operations and profitability of our post~~Post-~~combination~~Business ~~business.~~Combination ~~Although~~Company we contemplate that certain members of a business combination candidate’s management team will remain associated with the business combination candidate following our initial business combination, it is possible that members of the management of a business combination candidate will not wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

~~Our~~Subsequent ~~key~~to ~~personnel~~our ~~may~~completion ~~negotiate~~of ~~employment~~our orinitial ~~consulting agreements with a target~~ business ~~in connection with a particular business~~ combination, we ~~and a particular business combination~~ may be ~~conditioned~~required onto ~~the~~take ~~retention~~write-downs or ~~resignation~~write-offs, ofrestructuring ~~such~~and ~~key~~impairment ~~personnel.~~or ~~These~~other ~~agreements~~charges ~~may~~that ~~provide~~could ~~for~~have ~~them~~a tosignificant ~~receive~~negative effect ~~compensation~~on ~~following~~ our ~~initial~~financial ~~business combination and as a result~~condition, ~~may~~results ~~cause~~of ~~them~~operations toand ~~have~~the ~~conflicts~~price of ~~interest~~our insecurities, ~~determining~~which ~~whether~~could acause ~~particular~~you ~~business~~to ~~combination~~lose issome ~~the~~or ~~most~~all ~~advantageous~~of your investment.

~~Our~~Even ~~key~~if ~~personnel~~we ~~may~~conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues with a particular target business, that it would be ~~able~~possible to ~~remain~~uncover ~~with~~all ~~our~~material ~~company~~issues ~~after~~through a customary amount of due diligence, or that factors outside of the ~~completion~~target business and outside of our ~~initial~~control ~~business~~will ~~combination~~not ~~only~~later ifarise. ~~they~~As ~~are~~a ~~able~~result of these factors, we may be forced to ~~negotiate~~later write-down ~~employment~~or write-off assets, restructure our operations, or ~~consulting~~incur ~~agreements~~impairment or other charges that could result in ~~connection~~our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with ~~the~~our ~~business~~preliminary ~~combination~~risk analysis. ~~Such~~Even ~~negotiations~~though ~~would~~these ~~take~~charges ~~place~~may ~~simultaneously~~be ~~with~~non-cash items and not have an immediate impact on our liquidity, the ~~negotiation~~fact that we report charges of ~~the~~this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination ~~and~~debt ~~could~~financing. ~~provide~~Accordingly, ~~for~~any holders ~~such~~who ~~individuals~~choose to ~~receive~~retain ~~compensation~~their securities following the business combination could suffer a reduction in the ~~form~~value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

27If 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 $11.64 per public share.

~~Table~~Our placing of ~~Contents~~funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders, such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third-party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be significantly more beneficial to us than any alternative.

~~cash~~Examples ~~payments~~of ~~and/or~~possible ~~our~~instances ~~securities~~where ~~for~~we ~~services~~may ~~they~~engage a ~~would~~third-party ~~render~~that refuses to usexecute ~~after~~a waiver include the ~~completion~~engagement of ~~the~~a ~~business~~third-party ~~combination.~~consultant ~~Such~~whose ~~negotiations~~particular ~~also~~expertise ~~could~~or ~~make~~skills are ~~such~~believed ~~key~~by ~~personnel’s~~management ~~retention~~to be significantly superior to those of other consultants that would agree to execute a waiver or ~~resignation~~in cases where management is unable to find a ~~condition~~service provider willing to ~~any~~execute ~~such~~a ~~agreement~~waiver. ~~The~~In ~~personal~~addition, ~~and~~there ~~financial~~is ~~interests~~no ofguarantee that such ~~individuals~~entities will ~~may~~agree ~~influence~~to ~~their~~waive ~~motivation~~any claims they may have in ~~identifying~~the ~~and~~future ~~selecting~~as a ~~target~~result ~~business.~~of, Inor ~~addition~~arising out of, ~~pursuant~~any tonegotiations, ancontracts ~~agreement~~or ~~entered~~agreements with ~~into~~us ~~prior~~and towill not seek recourse against the ~~closing~~Trust Account for any reason. Upon redemption of our ~~IPO~~public shares, if we have not consummated an initial business combination within the deadline prescribed by our ~~Sponsor~~Articles, or upon ~~and~~the ~~following~~exercise ~~consummation~~ of ana redemption right in connection with our initial business combination, we will be ~~entitled~~required to ~~nominate~~provide ~~three~~for ~~individuals~~payment ~~for~~of ~~election~~claims toof ~~our~~creditors ~~board~~that ofwere ~~directors~~not waived that may be brought against us within the ten years following redemption. Accordingly, asthe ~~long~~per-share asredemption amount received by public shareholders could be less than the $11.64 per public share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter agreement we entered into concurrently with our IPO, our Original Sponsor ~~holds~~has ~~any~~agreed ~~securities~~that ~~covered~~it bywill ~~the~~be ~~registration~~liable to us if and ~~shareholder~~to ~~rights~~the ~~agreement~~extent any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which iswe ~~described~~have ~~under~~discussed entering into a transaction agreement, reduce the ~~section~~amounts in the Trust Account to below the lesser of ~~this~~(i) ~~Annual~~$11.64 ~~Report~~per ~~entitled~~public ~~“Item~~share 12and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $11.64 ~~Security~~per ~~Ownership~~public share due to reductions in the value of ~~Certain~~the ~~Beneficial~~trust ~~Owners~~assets, in ~~and~~each ~~Management~~case ~~and~~net ~~Related~~of ~~Stockholder~~the ~~Matters~~interest –that ~~Registration~~may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third-party or prospective target business that executed a waiver of any and ~~Shareholder~~all ~~Rights~~rights to seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of our IPO 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 Original Sponsor will not be responsible to the extent of any liability for such third-party claims.

We may have a limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company. 31

~~When~~However, ~~evaluating~~we ~~the~~have ~~desirability~~not ofasked ~~effecting~~ our ~~initial~~Original ~~business~~Sponsor to ~~combination~~reserve ~~with~~for asuch ~~prospective~~indemnification ~~target business~~obligations, ~~our~~nor ~~ability~~have towe ~~assess~~independently ~~the~~verified ~~target~~whether ~~business’s~~our ~~management~~Original ~~may~~Sponsor behas ~~limited~~sufficient ~~due~~ funds to asatisfy ~~lack~~its ofindemnity ~~time,~~obligations ~~resources~~and orwe ~~information.~~believe ~~Our~~that ~~assessment~~our ofOriginal ~~the~~Sponsor’s ~~capabilities~~only ofassets ~~the~~are ~~target~~our ~~business’s~~securities ~~management,~~of ~~therefore~~our company. Therefore, we ~~may~~cannot ~~prove~~assure toyou bethat ~~incorrect~~our ~~and~~Original ~~such~~Sponsor ~~management~~would ~~may~~be ~~lack~~able ~~the~~to ~~skills,~~satisfy ~~qualifications~~those orobligations. ~~abilities~~As wea ~~suspected.~~result, ~~Should~~if ~~the~~any ~~target~~such ~~business’s~~claims ~~management~~were ~~not~~successfully made ~~possess~~against the ~~skills~~Trust Account, ~~qualifications~~the orfunds ~~abilities~~available ~~necessary~~for toour ~~manage~~initial abusiness ~~public~~combination ~~company,~~and ~~the~~redemptions ~~operations~~could ~~and~~be ~~profitability~~reduced ofto ~~the~~less ~~post-combination~~than $11.64 ~~business~~per ~~may~~public beshare. ~~negatively~~In ~~impacted.~~such ~~Accordingly~~event, ~~any~~we ~~holders~~may ~~who~~not ~~choose~~be able to ~~retain~~complete ~~their~~our ~~securities~~initial ~~following the~~ business combination, ~~could~~and ~~suffer~~you awould ~~reduction~~receive such lesser amount per share in ~~the~~connection ~~value~~with any redemption of ~~their~~your ~~securities~~public shares. ~~Such~~None ~~holders~~of ~~are~~our ~~unlikely~~officers toor ~~have~~directors awill ~~remedy~~indemnify us for ~~such~~claims by ~~reduction~~third inparties ~~value.~~including, without limitation, claims by vendors and prospective target businesses.

~~The~~Our ~~officers and~~ directors ofmay andecide ~~acquisition~~not ~~candidate~~to ~~may~~enforce ~~resign~~the ~~upon~~indemnification ~~completion~~ obligations of our ~~initial~~Original ~~business~~Sponsor, ~~combination.~~resulting ~~The~~in ~~loss of~~ a ~~business~~reduction ~~combination~~in ~~target’s~~the ~~key~~amount ~~personnel~~of ~~could~~funds ~~negatively~~in ~~impact~~ the ~~operations~~Trust ~~and~~Account ~~profitability~~available offor ~~our~~distribution ~~post-combination~~to ~~business~~our public shareholders.

~~The~~In ~~role~~the event that the proceeds in the Trust Account are reduced below the lesser of an(i) ~~acquisition~~$11.64 ~~candidate’s~~per ~~key~~public ~~personnel~~share ~~upon~~and (ii) the ~~completion~~actual amount per public share held in the Trust Account as of ~~our~~the ~~initial~~date ~~business~~of ~~combination~~the ~~cannot~~liquidation of the Trust Account if less than $11.64 per public share due to reductions in the value of the trust assets, in each case net of the interest that may be ~~ascertained~~withdrawn atto ~~this~~pay ~~time~~our tax obligations, and our Original Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Original Sponsor to enforce its indemnification obligations. ~~Although~~While we ~~contemplate~~currently expect that ~~certain~~our ~~members~~independent ofdirectors anwould ~~acquisition~~take ~~candidate’s~~legal ~~management~~action ~~team~~on ~~will~~our ~~remain~~behalf ~~associated~~against ~~with~~our ~~the~~Original ~~acquisition~~Sponsor ~~candidate~~to ~~following~~enforce ~~our~~its ~~initial~~indemnification obligations ~~business~~to ~~combination~~us, it is possible that ~~members~~our ofindependent ~~the~~directors ~~management~~in ofexercising antheir ~~acquisition~~business ~~candidate~~judgment ~~will~~and subject to their fiduciary duties may choose not ~~wish~~to do so in any particular instance. If our independent directors choose not to ~~remain~~enforce these indemnification obligations, the amount of funds in ~~place~~the Trust Account available for distribution to our public shareholders may be reduced below $11.64 per public share.

~~Our~~We ~~executive~~may ~~officers~~not ~~and~~have ~~directors~~sufficient ~~will~~funds ~~allocate their time~~ to ~~other~~satisfy ~~businesses~~indemnification ~~thereby causing conflicts~~ claims of ~~interest in their determination as to how much time to devote to~~ our ~~affairs.~~directors ~~This~~and ~~conflict~~executive ~~of interest could have a negative impact on our ability to complete our initial business combination~~officers.

~~Our~~We ~~executive~~have ~~officers~~agreed ~~and~~to ~~directors~~indemnify ~~are~~our ~~not~~officers ~~required~~and directors to, ~~and~~the ~~will~~fullest ~~not,~~extent ~~commit~~permitted ~~their~~by ~~full~~law. ~~time~~However, to our ~~affairs,~~officers ~~which~~and ~~may~~directors ~~result~~have inagreed ato ~~conflict~~waive ofany right, title, interest inor ~~allocating~~claim ~~their~~of ~~time~~any ~~between~~kind ~~our~~in ~~operations~~or ~~and~~to ~~our~~any ~~search~~monies ~~for~~in athe ~~business~~Trust ~~combination~~Account and ~~their~~to ~~other~~not ~~businesses.~~seek Werecourse doagainst ~~not~~the ~~intend~~Trust toAccount ~~have~~for any reason ~~full-time~~whatsoever ~~employees~~(except ~~prior~~ to the ~~completion~~extent ofthey ~~our~~are ~~initial~~entitled ~~business~~to ~~combination.~~funds ~~Each~~from ofthe ~~our~~Trust ~~executive~~Account ~~officers~~due isto ~~engaged~~their inownership ~~several~~of ~~other~~public ~~business~~shares). Accordingly, ~~endeavors~~any ~~for~~indemnification ~~which~~provided hewill ~~may~~ be ~~entitled~~able to ~~substantial~~be ~~compensation,~~satisfied ~~and~~by ~~our~~us ~~executive~~only ~~officers~~if ~~are~~(i) we ~~not~~have ~~obligated~~sufficient tofunds ~~contribute~~outside ~~any~~of the ~~specific~~Trust ~~number~~Account ofor ~~hours~~(ii) we ~~per~~consummate ~~week~~an toinitial ~~our~~business ~~affairs~~combination. Our ~~independent~~obligation ~~directors~~to ~~also~~indemnify ~~serve~~our as officers and ~~board~~directors may ~~members~~discourage ~~for~~shareholders ~~other~~from ~~entities.~~bringing Ifa ~~our~~lawsuit ~~executive~~against our officers’ ~~and~~or directors’ ~~other~~for ~~business~~breach ~~affairs~~of ~~require~~their fiduciary ~~them~~duty. toThese ~~devote~~provisions ~~substantial~~also ~~amounts~~may ofhave ~~time~~the toeffect ~~such~~of ~~affairs~~reducing inthe ~~excess~~likelihood of ~~their~~derivative ~~current~~litigation ~~commitment~~against ~~levels~~our officers and directors, iteven ~~could~~though ~~limit~~such ~~their~~an ~~ability~~action, toif ~~devote~~successful, ~~time~~might tootherwise ~~our~~benefit ~~affairs~~us ~~which~~and ~~may~~our ~~have~~shareholders. Furthermore, a shareholder’s ~~negative~~investment ~~impact~~may onbe ~~our~~adversely ~~ability~~affected to ~~complete~~the ~~our~~extent ~~initial~~we ~~business~~pay ~~combination.~~the ~~For~~costs aof ~~complete~~settlement ~~discussion~~and ofdamage ~~our~~awards ~~executive~~against our officers’ and directors’ ~~other~~pursuant ~~business~~to ~~affairs,~~these ~~please~~indemnification ~~see “Item 10~~provisions. ~~Directors, Executive Officers and Corporate Governance – Directors and Executive Officers.”~~

Our officers and directors presently have, and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including another blank check company, and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. 32

~~Until we consummate our initial business combination~~If, after we ~~intend~~distribute tothe ~~engage~~proceeds in the ~~business~~Trust ofAccount ~~identifying~~to our ~~and~~public ~~combining~~shareholders, ~~with~~we ~~one~~file ora ~~more~~bankruptcy ~~businesses~~ or ~~entities.~~winding-up ~~Each~~petition ofor ~~our~~an ~~officers~~involuntary ~~and~~bankruptcy ~~directors~~or ~~presently~~winding-up ~~has,~~petition ~~and~~is ~~any~~filed ofagainst us ~~them~~that inis ~~the~~not ~~future may have~~dismissed, ~~additional~~a ~~fiduciary~~bankruptcy or ~~contractual~~insolvency ~~obligations~~court tomay ~~other~~seek ~~entities pursuant~~ to ~~which~~recover such ~~officer~~proceeds, orand ~~director~~the ismembers orof ~~will~~our beboard ~~required~~of todirectors may ~~present~~be aviewed ~~business~~as ~~combination~~having ~~opportunity~~breached totheir ~~such entity, subject to his or her~~ fiduciary duties ~~under~~to ~~Cayman~~our ~~Islands law. Accordingly~~creditors, ~~they~~thereby ~~may~~exposing ~~have~~the ~~conflicts~~members of ~~interest~~our inboard ~~determining~~of todirectors ~~which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor~~ and ~~a potential target business may be presented to another entity prior to its presentation to~~ us~~, subject~~ to ~~their~~claims ~~fiduciary~~of ~~duties~~punitive ~~under Cayman Islands law~~damages.

~~In addition~~If, ~~our~~after ~~founders,~~we ~~Sponsor,~~distribute ~~officers~~the ~~and~~proceeds ~~directors may~~ in the ~~future~~Trust Account ~~become~~to ~~affiliated~~our ~~with~~public ~~other~~shareholders, ~~blank~~we ~~check~~file ~~companies~~a ~~that~~bankruptcy ~~may~~or ~~have~~winding-up ~~acquisition~~petition ~~objectives~~or ~~that~~an ~~are~~involuntary ~~similar~~bankruptcy toor ~~ours.~~winding-up ~~Accordingly,~~petition ~~they~~is filed ~~may~~against ~~have~~us ~~conflicts~~that ofis ~~interest~~not indismissed, ~~determining~~any todistributions ~~which~~received ~~entity~~by ashareholders ~~particular~~could ~~business opportunity should~~ be ~~presented.~~viewed ~~These~~under ~~conflicts~~applicable ~~may~~debtor/creditor ~~not~~and/or bankruptcy beor ~~resolved~~insolvency inlaws ~~our~~as ~~favor~~either ~~and~~ a ~~potential~~“preferential ~~target~~transfer” ~~business~~or ~~may~~a be“fraudulent ~~presented~~conveyance.” toAs ~~such~~a ~~other~~result, ~~blank~~a bankruptcy ~~check~~or ~~companies~~insolvency ~~prior~~court tocould ~~its~~seek ~~presentation~~ to ~~us,~~recover ~~subject~~some toor ~~our~~all ~~officers’~~amounts ~~and~~received ~~directors’~~by ~~fiduciary~~our ~~duties under Cayman Islands law~~shareholders. ~~Our~~In ~~amended~~addition, ~~and~~our ~~restated~~board ~~memorandum and articles~~ of ~~association~~directors may ~~provide~~be ~~that~~viewed weas ~~renounce~~having ~~our~~breached ~~interest~~its infiduciary ~~any~~duty ~~business combination opportunity offered~~ to ~~any~~our ~~director~~creditors and/or ~~officer~~having ~~unless~~acted ~~such opportunity is expressly offered to such person solely~~ in ~~his~~bad orfaith, ~~her~~thereby ~~capacity~~exposing asitself aand ~~director~~us to orclaims ~~officer~~ of ~~the~~punitive ~~company~~damages, ~~and~~by itpaying ispublic anshareholders ~~opportunity~~from ~~that~~the weTrust ~~are~~Account ~~able~~prior to ~~complete~~addressing onthe aclaims ~~reasonable~~of ~~basis~~creditors.

28If, before distributing the proceeds in the Trust Account to our public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

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

~~For~~If awe ~~complete~~are ~~discussion~~deemed ofto ~~our~~be ~~executive~~an ~~officers’~~investment ~~and~~company ~~directors’~~under ~~business affiliations and~~ the ~~potential~~Investment Company ~~conflicts~~Act, ofwe ~~interest~~may ~~that you should~~ be ~~aware~~required ~~of,~~to ~~please~~institute ~~see~~burdensome ~~“Item~~compliance ~~10.~~requirements ~~Directors, Executive Officers~~ and ~~Corporate~~our ~~Governance~~activities –may ~~Directors~~be ~~and Executive Officers~~restricted,” ~~“Item~~which ~~10.~~may ~~Directors,~~make ~~Executive~~it difficult ~~Officers~~for ~~and~~us ~~Corporate~~to ~~Governance~~complete –our ~~Conflicts~~initial ofbusiness ~~Interest” and “Item 13~~combination. ~~Certain Relationships and Related Party Transactions, and Director Independence.”~~

~~Our~~If ~~executive~~we ~~officers,~~are ~~directors,~~deemed ~~security~~to ~~holders~~be ~~and~~an ~~their~~investment ~~respective~~company ~~affiliates~~under the ~~may~~Investment ~~have~~Company ~~competitive~~Act, ~~pecuniary~~our ~~interests~~activities ~~that~~may ~~conflict~~be ~~with~~restricted, ~~our interests.~~ including:

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

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

WeIn ~~may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after our IPO~~addition, ~~which~~we may ~~include~~have ~~acting~~imposed as financial advisor in connection with an initial business combination or as placement agent in connection with a related financing transaction. Unless expressly waived, UBS is entitled to receive a deferred underwriting commission that will be released from the Trust Account only upon ~~a completion of an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such additional services to~~ us ~~after our IPO~~burdensome requirements, including~~, for example, in connection with the sourcing and consummation of an initial business combination.~~ :

We● ~~may~~registration engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after our IPO, including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing transactions. We may pay such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined at that time in an ~~arm’s~~investment ~~length~~company negotiation. UBS is also entitled to receive a deferred underwriting commission that is conditioned on the completion of an initial business combination, unless expressly waived by UBS. UBS’s or its affiliates’ financial interests tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such additional services to us, including potential conflicts of interest in connection with the ~~sourcing and consummation of an initial business combination.~~ SEC;

We● ~~may~~adoption ~~engage our Sponsor or an affiliate~~ of ~~our~~a ~~Sponsor~~specific asform ~~an advisor or otherwise with respect to our business combinations and certain other transactions. Any salary or fee in connection with such engagement may be conditioned upon the completion~~ of ~~such~~corporate ~~transactions.~~structure; ~~This financial interest in the completion of such transactions may influence the advice such entity provides.~~ and

We● ~~may~~reporting, ~~engage~~record ~~our~~keeping, ~~Sponsor~~voting, orproxy anand ~~affiliate~~disclosure ofrequirements ~~our Sponsor as an advisor or otherwise in connection with our initial business combination~~ and ~~certain~~ other ~~transactions~~rules and ~~pay~~regulations ~~such person or entity a salary or fee in an amount~~ that ~~constitutes~~we aare ~~market~~currently ~~standard~~not ~~for~~subject ~~comparable transactions. Pursuant~~ to ~~any such engagement, such person or entity may earn its salary or fee upon closing of the initial business combination~~. The payment of such salary or fee would likely be conditioned upon the completion of the initial business combination. Therefore, such persons or entities may have additional financial interests in the completion of the initial business combination. These financial interests may influence the advice such entity provides us, which advice would contribute to our decision on whether to pursue a business combination with any particular target.

29In order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading of securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business is to identify and complete a business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

~~Table of Contents~~33

We ~~may~~do ~~engage~~not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, since November 24, 2023, we maintain the funds in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our Business Combination or the liquidation of our Company. By holding the funds in cash, and by having a business ~~combination~~plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our Business Combination; (ii) the redemption of any public shares properly tendered in connection with ~~one~~a shareholder vote to amend our Articles (A) to modify the substance or ~~more~~timing ~~target~~of ~~businesses~~our ~~that~~obligation to provide holders of our Class A ordinary shares the right to have ~~relationships~~their shares redeemed in connection with ~~entities~~our ~~that~~Business ~~may~~Combination beor ~~affiliated~~to ~~with~~redeem 100% of our ~~Sponsor,~~public ~~executive~~shares ~~officers~~if we do not complete our Business Combination within the deadline prescribed in our Articles, ~~directors~~or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares; or ~~initial~~(iii) absent our completing a Business Combination within the deadline prescribed in our Articles, our return of the funds held in the Trust Account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may ~~raise~~hinder ~~potential~~our ability ~~conflicts~~to ofcomplete ~~interest~~a Business Combination. If we have not consummated our Business Combination within the required time period, our public shareholders may receive only approximately $11.64 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

InEarlier ~~light~~this ofyear, the ~~involvement~~SEC provided guidance that the determination of ~~our~~whether ~~Sponsor~~a SPAC, ~~executive~~like ~~officers~~us, ~~and~~is ~~directors~~an ~~with~~“investment ~~other~~company” ~~entities,~~under wethe ~~may~~Investment ~~decide~~Company toAct ~~acquire~~is ~~one~~a orfacts ~~more~~and ~~businesses~~circumstances determination ~~affiliated~~requiring ~~with~~individualized ~~our~~analysis ~~Sponsor~~and depends on a variety of factors, ~~executive~~including ~~officers~~a SPAC’s duration, ~~directors~~asset orcomposition, business ~~initial~~purpose ~~shareholders~~and activities. ~~Our~~When ~~directors~~applying ~~also~~these ~~serve~~factors asto ~~officers~~us ~~and~~we ~~board~~do ~~members~~not ~~for~~believe ~~other~~that ~~entities,~~our ~~including,~~principal ~~without~~activities ~~limitation,~~will ~~those~~subject ~~described~~us ~~under~~to the ~~“Item~~Investment 10Company Act. ~~Directors,~~To ~~Executive~~this ~~Officers~~end, ~~and~~TGAA ~~Corporate~~was ~~Governance~~formed –for ~~Conflicts~~the purpose of ~~Interest.”~~completing ~~Our~~an ~~founders,~~initial ~~Sponsor,~~business ~~officers~~combination ~~and~~with ~~directors~~one ~~may~~or ~~Sponsor~~more businesses, ~~form~~such oras ~~participate~~the inproposed ~~other~~Business ~~blank~~Combination ~~check~~with ~~companies~~VenHub. ~~similar~~Since our inception, our business has been and will continue to ~~ours~~be focused ~~during~~on ~~the~~identifying ~~period~~and incompleting ~~which~~the weBusiness ~~are~~Combination ~~seeking~~with anVenHub, or another initial business combination., ~~Such~~and ~~entities~~thereafter, ~~may~~operating the ~~compete~~post-transaction ~~with~~business usor assets for ~~business~~the ~~combination~~long ~~opportunities~~term. ~~Our founders~~Further, ~~Sponsor,~~we ~~officers~~do not plan to buy businesses or assets with a view to resale or profit from their resale and ~~directors~~we ~~are~~do not ~~currently~~plan ~~aware~~to ofbuy ~~any~~unrelated ~~specific~~businesses ~~opportunities~~or ~~for~~assets usor to ~~complete~~be ~~our~~a ~~initial~~passive ~~business~~investor. ~~combination~~In ~~with~~addition, ~~any~~the ~~entities~~proceeds held ~~with~~in ~~which~~the ~~they~~Trust ~~are~~Account ~~affiliated,~~were ~~and~~invested ~~there~~in ~~have~~United States ~~been~~“government nosecurities” ~~substantive~~within ~~discussions~~the ~~concerning~~meaning of Section 2(a)(16) of the ~~business~~Investment ~~combination~~Company ~~with~~Act ~~any~~having ~~such~~a ~~entity~~maturity of 185 days or ~~entities.~~less ~~Although~~or wein ~~will~~money ~~not~~market befunds ~~specifically~~meeting ~~focusing~~certain ~~on,~~conditions orunder ~~targeting,~~Rule 2a-7 promulgated ~~any~~under ~~transaction~~the ~~with~~Investment ~~any~~Company ~~affiliated~~Act ~~entities,~~which weinvest ~~would~~only ~~pursue~~in ~~such~~direct aU.S. government ~~transaction~~treasury ifobligations. weBy ~~determined~~restricting ~~that~~the investment ~~such~~of ~~affiliated~~the ~~entity~~proceeds ~~met~~in this manner, and by focusing our ~~criteria~~directors’ and ~~guidelines~~officers’ ~~for~~time atoward, and operating our business for ~~combination~~the aspurpose ~~set~~of, ~~forth~~acquiring inand ~~“Item~~growing 1.businesses ~~Business~~for –the ~~Effecting~~long ~~Our~~term ~~Initial~~(rather ~~Business~~than ~~Combination~~buying –and ~~Evaluation~~selling businesses in the manner of a ~~Target~~merchant bank ~~Business~~or ~~and~~private ~~Structuring~~equity offund ~~Our~~or ~~Initial~~investing ~~Business~~in ~~Combination”~~assets ~~and~~for the purpose of achieving investment returns on such ~~transaction~~assets), ~~was~~we ~~approved~~intend byto aavoid being ~~majority~~deemed ofan ~~our~~“investment ~~independent~~company” ~~and~~within ~~disinterested~~the ~~directors~~meaning of the Investment Company Act. ~~Despite~~Further, investing in our ~~agreement~~securities is tonot ~~obtain~~intended anfor ~~opinion~~persons ~~from~~who anare ~~independent~~seeking a return on investments in government securities or investment ~~banking~~securities. ~~firm~~Instead, ~~that~~the Trust Account is intended as a ~~member~~holding ofplace ~~FINRA~~for orfunds ~~another~~pending ~~independent~~the ~~firm~~earliest ~~that~~to ~~commonly~~occur ~~renders~~of ~~valuation~~either: ~~opinions~~(i) the ~~for~~completion of our initial business combination; (ii) the ~~type~~redemption of ~~company~~any wePublic ~~are~~Shares ~~seeking~~properly tosubmitted ~~acquire~~in orconnection anwith ~~independent~~a ~~accounting~~shareholder ~~firm~~vote ~~regarding~~to amend the ~~fairness~~Cayman Constitutional Documents (A) to modify the substance or timing of our ~~company~~obligation ~~from~~to aallow ~~financial~~redemption ~~point~~in ofconnection ~~view~~with our initial business combination or to redeem 100% of aour Public Shares if we do not complete our initial business combination ~~with~~within ~~one~~the completion window or ~~more~~(B) with ~~domestic~~respect orto ~~international~~any ~~businesses~~other ~~affiliated~~material ~~with~~provisions ~~our~~relating ~~Sponsor,~~to ~~executive~~shareholders’ ~~officers,~~rights ~~directors~~or pre-initial business combination activity; or (iii) absent an initial ~~shareholders~~business combination within the completion window, ~~potential~~our ~~conflicts~~return of ~~interest~~the ~~still~~funds ~~may~~held ~~exist~~in ~~and,~~the Trust Account to our Public Shareholders as apart ~~result,~~of ~~the~~our ~~terms~~redemption of the ~~business~~Public ~~combination~~Shares. ~~may~~If we do not beinvest asthe ~~advantageous~~proceeds toas ~~our~~described ~~public~~above, we ~~shareholders~~may asbe ~~they~~deemed ~~would~~to be ~~absent~~subject ~~any~~to ~~conflicts~~the ofInvestment ~~interest.~~Company Act.

WeIf ~~may~~we ~~not~~were deemed to be ~~able~~an investment company for purposes of the Investment Company Act, we would need to register as such under the Investment Company Act and compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete anthe Business Combination or any other initial business combination. ~~with~~We amay ~~U.S.~~also ~~target~~be ~~company~~forced ifto ~~such~~abandon our efforts to complete an initial business combination and isinstead ~~subject~~be required to Uliquidate the Trust Account.S. ~~foreign~~In ~~investment~~which ~~regulations~~case, orour ~~review~~investors bywould not be able to realize the potential benefits of owning shares in a ~~U.S.~~successor ~~government~~operating ~~entity~~business, ~~such~~including asthe potential appreciation in the ~~Committee~~value onof ~~Foreign~~our ~~Investment~~securities following such a transaction, and our Warrants would expire worthless. For illustrative purposes, in connection with the ~~United~~liquidation ~~States~~of our Trust Account, our public shareholders may receive only approximately $11.64 per Public Share (as of December 31, 2024), or less in certain circumstances, and our warrants may expire worthless. Further, under the subjective test of a “~~CFIUS~~investment company” pursuant to Section 3(a).(1)(A) of the Investment Company Act, even if the funds deposited in the Trust Account were invested in the assets discussed above, there is a risk that we could be deemed an investment company and subject to the Investment Company Act based on the length of time such funds are invested in such assets.

~~Our~~Changes ~~Sponsor is controlled by, and has substantial ties with, non-U.S. persons domiciled principally~~ in ~~Israel~~laws ~~and the United Kingdom. Acquisitions and investments by non-U.S. Persons in certain U.S. business may be subject to rules~~ or regulations ~~that limit foreign ownership. In addition~~, ~~CFIUS~~or ~~is an interagency committee authorized to review certain transactions involving investments by foreign persons in U.S. businesses that have~~ a ~~nexus~~failure to, ~~amongst~~comply ~~other~~with ~~things,~~any laws ~~critical technologies, critical infrastructure~~ and~~/or~~ sensitive personal data in order to determine the effect of such transactions on the national security of the United States. For so long as our Sponsor retains a material ownership interest in us, we may be deemed a “foreign person” under such rules and regulations, ~~any proposed business combination between us and a U.S. business engaged in a regulated industry or which~~ may adversely affect ~~national security could be subject to such foreign ownership restrictions, CFIUS review and/or mandatory filings. If~~ our ~~potential initial~~ business ~~combination with a U.S. business falls within the scope of foreign ownership restrictions~~, weincluding ~~may be unable to consummate an initial business combination with such business. In addition, if~~ our ~~potential~~ability ~~business combination falls within CFIUS’s jurisdiction, we may be required~~ to ~~make~~negotiate ~~a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination without notifying CFIUS~~ and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business combination or order us to divest all or a portion of any U.S. business of the combined company if we proceed without first obtaining CFIUS clearance. These potential limitations and risks may limit the attractiveness of a transaction with us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in competing with other special purpose acquisition companies which do not have similar foreign ownership issues. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time-period may require us to liquidate. If we liquidate, our public shareholders may only receive their pro rata share of amounts held in the Trust Account, and ~~our~~results ~~warrants will expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance~~ of ~~realizing future gains on your investment through any price appreciation in the combined company~~operations.

~~Since~~We ~~our~~are ~~Sponsor,~~subject ~~executive~~to ~~officers~~laws and ~~directors~~regulations ~~will~~enacted by ~~lose~~national, ~~their~~regional ~~entire~~and ~~investment~~local ingovernments. usIn ifparticular, ~~our~~we ~~initial~~are ~~business~~required ~~combination~~to iscomply ~~not~~with ~~completed~~certain (SEC and other ~~than~~legal requirements. Compliance with, ~~respect~~and tomonitoring ~~public~~of, ~~shares~~applicable ~~they~~laws ~~acquired~~and ~~during~~regulations ormay be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may ~~acquire~~also ~~after~~change from time to time and those changes could have a material adverse effect on our ~~IPO)~~business, investments aand ~~conflict~~results of ~~interest~~operations. ~~may~~In ~~arise~~addition, ina ~~determining~~failure ~~whether~~to comply with applicable laws or regulations, as interpreted and applied, could have a ~~particular~~material adverse effect on our business, ~~combination~~including ~~target~~our isability ~~appropriate~~to ~~for~~negotiate and complete our initial business combination., and results of operations.

On ~~February 2,~~January ~~2021~~24, ~~an affiliate of our Sponsor paid $25~~2024,~~000,~~ orthe ~~approximately~~SEC ~~$0.003~~issued ~~per~~final ~~share,~~rules to(the ~~cover~~“2024 ~~certain of our expenses in consideration of 7~~SPAC Rules”),~~187,500~~ ~~Class B~~which ~~ordinary~~became ~~shares,~~effective ~~par~~on ~~value~~July ~~$0.0001. On November 8~~1, ~~2021~~2024, ~~1,437,500~~that ~~Class B~~formally ~~ordinary~~adopted ~~shares~~some ~~were~~of ~~cancelled by~~ the ~~Company~~SEC’s ~~resulting~~proposed inrules afor ~~decrease~~SPACs inthat ~~the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. Such shares~~ were released ~~subsequently~~on ~~transferred~~March ~~to our Sponsor in exchange for $25~~30,~~000,~~ ~~or approximately $0~~2022.~~004~~ ~~per~~The ~~share.~~2024 InSPAC ~~March 2021~~Rules, ~~our~~among ~~Sponsor~~other ~~transferred 25~~items,~~000~~ ~~Class B~~impose ~~ordinary~~additional ~~shares~~disclosure torequirements ~~each~~in ofinitial ~~our~~public ~~independent~~offerings by ~~directors~~SPACs and ~~100,000~~business ~~Class B~~combination ~~ordinary~~transactions ~~shares~~involving toSPACs ~~each of our CEO Shmuel Chafets~~ and ~~our~~private ~~Chairman~~operating ~~Dr. Gerhard~~companies; ~~Cromme.~~amend Inthe ~~addition,~~financial instatement ~~November~~requirements applicable ~~2021, our Sponsor transferred 25,000 Class B ordinary shares~~ to ~~our~~business ~~CFO~~combination ~~Heiko~~transactions ~~Dimmerling.~~involving Onsuch ~~July 11,~~companies; ~~2023,~~update weand ~~issued~~expand anguidance ~~aggregate~~regarding ~~of 5,347,415 Class A ordinary shares to~~ the ~~initial~~general ~~shareholders~~use ~~upon the conversion~~ of anprojections in ~~equal~~SEC ~~number~~filings, ofas ~~the~~well ~~Company’s~~as ~~Class B~~when ~~ordinary~~projections ~~shares~~are ~~held~~disclosed byin ~~such~~connection ~~initial~~with ~~shareholders.~~proposed ~~Prior~~business tocombination ~~the~~transactions; ~~initial~~increase ~~investment in~~ the potential ~~company~~liability of ~~$25,000~~certain byparticipants ~~the~~in ~~Sponsor,~~proposed ~~the~~business ~~company~~combination ~~had~~transactions; noand ~~assets,~~could ~~tangible~~impact ~~or intangible. The per share price of~~ the ~~founder~~extent ~~shares~~to ~~was~~which ~~determined~~SPACs could bybecome ~~dividing~~subject ~~the~~to ~~amount~~regulation ~~contributed~~under to the Investment Company byAct ~~the number~~ of ~~founder shares issued~~1940. The ~~founder~~2024 ~~shares~~SPAC ~~will~~Rules bemay ~~worthless~~materially ifadversely weaffect doour ~~not complete an initial~~ business ~~combination. In addition~~, including our ~~Sponsor~~ability ~~purchased an aggregate of 6,666,667 private placement warrants, each exercisable~~ to ~~purchase~~negotiate ~~one~~and ~~Class A ordinary share at $11.50 per share~~complete, atand ~~a price of $1.50 per warrant, or $10,000,000 in~~ the ~~aggregate,~~costs inassociated ~~a private placement that closed simultaneously~~ with ~~the closing of our IPO. In connection with the exercise of the over-allotment option on December 29~~, ~~2021,~~ our ~~Sponsor~~initial ~~purchased~~business ~~an additional aggregate amount of 397~~combination,~~242~~ ~~private~~and ~~placement~~results ~~warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price~~ of $1operations.~~50 per warrant, or $595,863 in the aggregate, in a private placement.~~

30 34

~~Table~~If ofwe ~~Contents~~have not consummated an initial business combination within the deadline prescribed in our Articles, our public shareholders may be forced to wait beyond such period before redemption from our Trust Account.

If we dohave not ~~consummate~~consummated an initial business combination within the deadline prescribed in our Articles, the ~~private~~proceeds ~~placement~~then ~~warrants~~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, will ~~expire~~be ~~worthless~~used to fund the redemption of our public shares, as further described herein. ~~The~~Any ~~personal~~redemption ~~and~~of ~~financial~~public ~~interests~~shareholders from the Trust Account will be effected automatically by function of our ~~executive~~amended ~~officers~~and restated memorandum and ~~directors~~articles ~~may~~of ~~influence~~association ~~their~~prior ~~motivation~~to inany ~~identifying~~voluntary winding up. If we are required to wind up, liquidate the Trust Account and ~~selecting~~distribute asuch ~~target~~amount ~~business~~therein, ~~combination~~pro rata, ~~completing~~to anour ~~initial~~public ~~business~~shareholders, ~~combination~~as part of any liquidation process, such winding up, liquidation and ~~influencing~~distribution ~~the~~must ~~operation~~comply ofwith the ~~business~~applicable ~~following~~provisions of the ~~initial~~Companies ~~business combination~~Act. ~~This~~In ~~risk~~that case, investors may ~~become~~be ~~more~~forced ~~acute~~to aswait beyond the ~~end~~expiration of the deadline prescribed in our Articles ~~nears~~before the redemption proceeds of our Trust Account become available to them, ~~which~~and isthey receive the ~~deadline~~return ~~for~~of their pro rata portion of the proceeds from our ~~consummation~~Trust Account. We have no obligation to return funds to investors prior to the date of anour 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 Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend certain provisions of our 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.

WeOur shareholders may ~~issue~~be ~~notes~~held orliable ~~other~~for ~~debt~~claims ~~securities,~~by orthird ~~otherwise~~parties against ~~incur~~us ~~substantial debt,~~ to ~~complete~~the aextent ~~business~~of ~~combination,~~distributions ~~which~~received ~~may~~by ~~adversely~~them ~~affect~~upon ~~our~~redemption ~~leverage and financial condition and thus negatively impact the value~~ of ~~our~~their ~~shareholders’ investment in us~~shares.

~~Although~~If we ~~have~~are noforced ~~commitments~~to asenter ofinto ~~the~~an ~~date~~insolvent ofliquidation, any ~~this~~distributions ~~Annual~~received ~~Report~~by toshareholders ~~issue~~could ~~any~~be ~~notes~~viewed oras ~~other~~an ~~debt~~unlawful ~~securities,~~payment orif toit ~~otherwise~~was ~~incur~~proved ~~outstanding~~that ~~debt~~immediately following ~~our~~the ~~IPO~~date on which the distribution was made, we ~~may~~were ~~choose~~unable to ~~incur~~pay ~~substantial~~our ~~debt~~debts toas ~~complete~~they ~~our~~fall ~~initial~~due ~~business~~in ~~combination~~the ordinary course of business. WeAs ~~and~~a ~~our~~result, a ~~officers~~liquidator ~~have~~could ~~agreed~~seek ~~that~~to werecover ~~will~~some ~~not~~or ~~incur~~all ~~any~~amounts ~~indebtedness~~received ~~unless~~by weour ~~have~~shareholders. ~~obtained~~Furthermore, ~~from~~our ~~the~~directors ~~lender~~may abe ~~waiver~~viewed ofas ~~any~~having breached ~~right,~~their ~~title,~~fiduciary ~~interest~~duties to us or ~~claim~~our ofcreditors ~~any~~and/or ~~kind~~may have acted in orbad faith, thereby exposing themselves and our company to ~~the~~claims, ~~monies~~by ~~held~~paying inpublic shareholders from the Trust Account. Asprior ~~such,~~to noaddressing ~~issuance~~the claims of ~~debt~~creditors. We cannot assure you that claims will ~~affect~~not ~~the~~be ~~per-share~~brought ~~amount~~against ~~available~~us for ~~redemption~~these ~~from~~reasons. ~~the~~We ~~Trust~~and ~~Account.~~our ~~Nevertheless,~~directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ~~incurrence~~ordinary course of ~~debt~~business ~~could~~would ~~have~~be guilty of an offence and may be liable for a ~~variety~~fine of ~~negative effects~~$18,292.68 ~~including:~~and imprisonment for five years in the Cayman Islands.

•Holders ~~default~~of ~~and~~Class A ~~foreclosure~~ordinary onshares ~~our~~are ~~assets~~not ifentitled ~~our~~to ~~operating~~vote on ~~revenues~~any ~~after~~appointment anof ~~initial~~directors ~~business~~we ~~combination~~hold ~~are~~prior ~~insufficient~~ to ~~repay~~ our ~~debt~~initial ~~obligations;~~business combination.

•Prior ~~acceleration~~to our initial business combination, only holders of our ~~obligations~~founder shares have the right to ~~repay~~vote on the ~~indebtedness~~appointment ~~even~~of ifdirectors. weHolders ~~make~~of ~~all~~our ~~principal~~public ~~and~~shares ~~interest~~are ~~payments~~not ~~when~~entitled ~~due~~to vote ifon wethe ~~breach~~appointment ~~certain~~of ~~covenants~~directors ~~that~~during ~~require~~such ~~the~~time. ~~maintenance~~In addition, prior to our initial business combination, holders of ~~certain~~a ~~financial~~majority ~~ratios~~of our orfounder ~~reserves~~shares ~~without~~may remove a ~~waiver~~member orof ~~renegotiation~~the board of ~~that~~directors ~~covenant;~~for any reason. Accordingly, you may not have any say in the management of our company prior to the consummation of an initial business combination.

~~• our immediate payment of all principal and accrued interest, if any, if the debt is payable on demand;~~35

•You ~~our~~are ~~inability~~not permitted to ~~obtain~~exercise ~~necessary~~your ~~additional~~warrants ~~financing~~unless ifwe ~~the~~register and ~~debt~~qualify ~~contains~~the ~~covenants~~underlying ~~restricting~~Class A ~~our~~ordinary ~~ability~~shares toor ~~obtain~~certain ~~such~~exemptions ~~financing~~are ~~while~~available. ~~the debt is outstanding;~~

•If the shares issuable upon exercise of the warrants are not registered under the Securities Act, we are required to permit holders to exercise their warrants on a cashless basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our ~~inability~~Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to ~~pay~~do ~~dividends~~so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Exercising the warrants on a cashless basis could have the effect of reducing the potential “upside” of the holder’s investment in our company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares; included in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public warrants included as part of units sold in our IPO. In such an instance, our Sponsors and its permitted transferees (which may include our directors and executive officers) would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

•The ~~using~~warrants amay ~~substantial~~become ~~portion~~exercisable ~~of our cash flow to pay principal~~ and ~~interest~~redeemable onfor ~~our~~a ~~debt,~~security other ~~which~~than ~~will reduce~~ the ~~funds available for dividends on our~~ Class A ordinary shares, ifand ~~declared,~~you ~~expenses,~~will ~~capital~~not ~~expenditures,~~have ~~acquisitions~~any ~~and~~information regarding such other ~~general~~security ~~corporate~~at ~~purposes;~~this time.

•In ~~limitations~~certain onsituations, ~~our~~including ~~flexibility~~if we are not the surviving entity in ~~planning~~our initial business combination, the warrants may become exercisable for ~~and~~a ~~reacting~~security other than the Class A ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to ~~changes~~the warrant agreement, you may receive a security in ~~our~~a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within twenty business ~~and~~days inof the ~~industry~~closing inof ~~which~~an weinitial ~~operate;~~business combination.

•The ~~increased~~grant ~~vulnerability~~of registration rights to ~~adverse~~our ~~changes~~Sponsors inmay ~~general~~make ~~economic,~~it more ~~industry~~difficult ~~and~~to ~~competitive~~complete ~~conditions~~our initial business combination, and ~~adverse~~the ~~changes~~future inexercise ~~government~~of ~~regulation;~~such ~~and~~rights may adversely affect the market price of our Class A ordinary shares.

•Pursuant ~~limitations~~to ona registration rights agreement that we entered into concurrently with our ~~ability~~IPO, toour ~~borrow~~Original ~~additional~~Sponsor ~~amounts~~and ~~for~~its ~~expenses~~permitted transferees can demand that we register the resale of the Class A ordinary shares into which founder shares are convertible and the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of working capital ~~expenditures,~~and extension ~~acquisitions~~loans and the Class A ordinary shares issuable upon conversion of such warrants. The registration and availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of our Class A ordinary shares. In connection with the Assignment Agreement, ~~debt~~the ~~service~~Sponsor ~~requirements~~entered into a joinder to the registration rights agreement. In addition, ~~execution~~the existence of the registration rights may make our ~~strategy~~initial ~~and~~business ~~other~~combination ~~purposes~~more ~~and~~costly ~~other~~or ~~disadvantages~~difficult ~~compared~~to conclude. This is because the shareholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact on the market price of our ~~competitors~~securities ~~who~~that ~~have~~is ~~less~~expected ~~debt~~when the securities owned by our Sponsors or its permitted transferees are registered for resale.

We may only be able to complete one business combination with the proceeds of our IPO and the sale of the private placement warrants, which will cause us to be solely dependent on a single business, which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability. 36

~~After~~Because ~~the~~we ~~redemptions~~are ofneither ~~Class A~~limited ~~ordinary~~to ~~shares~~evaluating ~~executed~~a target business in ~~the~~a ~~context~~particular ofindustry ~~our~~sector ~~June 2,~~nor ~~2023~~have ~~extraordinary shareholder meeting and our December 15, 2023 extraordinary shareholder meeting, respectively, as of the date of this Annual Report,~~ we ~~have~~selected ~~approximately~~any ~~$44,081,143.21~~specific intarget ~~the~~businesses ~~Trust~~with ~~Account~~which ~~that we may use~~ to ~~complete~~pursue our initial business combination ~~(after taking into account the $3~~,~~760,690~~ you ofwill ~~the~~be ~~deferred~~unable ~~underwriting~~to ~~commission,~~ascertain ~~being held in~~ the ~~Trust~~merits ~~Account~~or ~~and~~risks ~~due~~of toany ~~UBS~~particular iftarget webusiness’s ~~complete a Business Combination, unless UBS expressly waives such commission)~~operations.

We may ~~effectuate~~pursue business combination opportunities in any sector, except that we are not, under our amended and restated memorandum and articles of association, permitted to effectuate our initial business combination solely with aanother ~~single-target~~blank ~~business~~check company or ~~multiple-target~~similar ~~businesses~~company ~~simultaneously~~with nominal operations. Because we have not yet selected or ~~within~~approached any specific target business with respect to a ~~short~~business ~~period~~combination, there is no basis to evaluate the possible merits or risks of ~~time.~~any ~~However~~particular target business’s operations, weresults ~~may~~of ~~not~~operations, becash ~~able~~flows, toliquidity, ~~effectuate~~financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with ~~more~~which ~~than~~we ~~one~~combine. ~~target~~For example, if we combine with a financially unstable business ~~because~~or an entity lacking an established record of ~~various~~sales ~~factors~~or earnings, ~~including~~we may be affected by the ~~existence~~risks ofinherent ~~complex~~in ~~accounting~~the ~~issues~~business and ~~the~~operations ~~requirement~~of ~~that~~a wefinancially ~~prepare~~unstable ~~and~~or ~~file~~a ~~pro~~development stage ~~forma~~entity. ~~financial~~These ~~statements~~risks ~~with~~include ~~the~~volatile ~~SEC~~revenues ~~that~~or ~~present~~earnings ~~operating~~and ~~results~~difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the ~~financial~~risks ~~condition~~inherent ofin ~~several~~a particular target ~~businesses~~business, aswe ifcannot ~~they~~assure ~~had~~you ~~been~~that ~~operated~~we onwill properly aascertain ~~combined~~or ~~basis.~~assess Byall ~~completing~~of ~~our~~the ~~initial~~significant ~~business~~risk ~~combination~~factors ~~with~~or ~~only~~that awe ~~single~~will ~~entity,~~have ~~our~~adequate ~~lack~~time to complete due diligence. Furthermore, some of ~~diversification~~these risks may ~~subject~~be outside of our control and leave us with no ability to ~~numerous~~control ~~economic,~~or ~~competitive~~reduce ~~and~~the ~~regulatory~~chances ~~developments~~that those risks will adversely impact a target business. ~~Further,~~We wealso ~~would~~cannot ~~not~~assure beyou ~~able~~that toan ~~diversify~~investment in our ~~operations~~units orwill ~~benefit~~ultimately ~~from~~prove ~~the~~to ~~possible~~be ~~spreading~~more offavorable to ~~risks~~our orinvestors ~~offsetting~~than ofa ~~losses~~direct investment, ~~unlike~~if ~~other~~such ~~entities~~opportunity ~~which~~were ~~may~~available, ~~have~~in ~~the~~a ~~resources~~business combination target. Accordingly, any holders who choose to ~~complete~~retain ~~several~~their securities following the business ~~combinations~~combination incould ~~different~~suffer ~~industries~~a orreduction ~~different~~in ~~areas~~the value of their securities. Such holders are unlikely to have a ~~single~~remedy ~~industry.~~for such reduction in value.

31We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.

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

•We ~~Accordingly,~~may ~~the~~seek ~~prospects~~acquisition ~~for~~opportunities ~~our~~with ~~success~~an ~~may~~early-stage becompany, a ~~solely~~financially ~~dependent~~unstable ~~upon~~business ~~the~~or ~~performance~~an ofentity alacking ~~single~~an ~~business,~~established ~~property~~record orof ~~asset;~~revenue or earnings.

•To ~~dependent~~the ~~upon~~extent ~~the~~we ~~development~~effect our initial business combination with a company or ~~market~~business ~~acceptance~~that may be financially unstable or in its early stages of adevelopment ~~single~~or growth, we may be affected by numerous risks inherent in such company or business. These risks include investing in a business without a proven business model and with limited historical ~~number~~financial ofdata, ~~products~~volatile revenues or earnings, ~~processes~~intense competition and difficulties in obtaining and retaining key personnel. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or ~~services~~assess all significant risk factors. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

This lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination. 37

WeAlthough ~~may~~we ~~attempt~~have toidentified ~~simultaneously~~general ~~complete~~criteria ~~business~~and ~~combinations~~guidelines ~~with~~that we ~~multiple~~believe ~~prospective~~are ~~targets,~~important ~~which~~in ~~may~~evaluating ~~hinder~~prospective ~~our~~target ~~ability~~businesses, towe ~~complete~~may enter into our initial business combination ~~and~~with ~~give~~a ~~rise~~target that todoes ~~increased~~not ~~costs~~meet such criteria and ~~risks~~guidelines, ~~that~~and ~~could~~as ~~negatively~~a ~~impact~~result, the target business with which we enter into our ~~operations~~initial business combination may not have attributes entirely consistent with our general criteria and ~~profitability~~guidelines.

IfAlthough we ~~determine~~have toidentified ~~simultaneously~~general ~~acquire~~criteria ~~several~~and guidelines for evaluating prospective target businesses, it is possible that ~~are~~a ~~owned~~target bybusiness ~~different~~with ~~sellers,~~which we enter into our initial business combination will ~~need~~not ~~for~~have ~~each~~all of ~~such~~these ~~sellers~~positive toattributes. ~~agree~~If ~~that~~we complete our ~~purchase~~initial ofbusiness ~~its~~combination ~~business~~with isa ~~contingent~~target onthat ~~the~~does ~~simultaneous~~not meet ~~closings~~some ofor ~~the~~all ~~other~~of ~~business~~these ~~combinations~~guidelines, ~~which~~such combination may ~~make~~not itbe ~~more~~as ~~difficult~~successful ~~for~~as ~~us,~~a ~~and~~combination ~~delay~~with a business that does meet all of our ~~ability~~general criteria and guidelines. In addition, toif ~~complete~~we ~~our~~announce ~~initial~~a prospective business combination. ~~With~~with ~~multiple~~a ~~business~~target ~~combinations~~that does not meet our general criteria and guidelines, wea ~~could~~greater ~~also~~number ~~face~~of ~~additional~~shareholders ~~risks~~may exercise their redemption rights, ~~including~~which ~~additional~~may ~~burdens~~make ~~and~~it ~~costs~~difficult for us to meet any closing condition with ~~respect~~a totarget ~~possible~~business ~~multiple~~that ~~negotiations~~requires ~~and~~us ~~due~~to ~~diligence~~have ~~(if~~a ~~there~~minimum ~~are~~net ~~multiple~~worth ~~sellers)~~or ~~and~~a ~~the~~certain ~~additional~~amount ~~risks~~of ~~associated~~cash. ~~with~~In ~~the~~addition, if ~~subsequent~~shareholder ~~assimilation~~approval of the ~~operations~~transaction ~~and~~is ~~services~~required by applicable law or ~~products~~stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the ~~acquired~~target ~~companies~~business indoes anot ~~single~~meet ~~operating~~our ~~business~~general criteria and guidelines. If we ~~are~~have ~~unable~~not toconsummated ~~adequately~~our ~~address~~initial ~~these~~business combination ~~risks~~within the required time period, itour ~~could~~public ~~negatively~~shareholders ~~impact~~may receive only approximately $11.64 per public share, or less in certain circumstances, on the liquidation of our ~~profitability~~Trust Account and ~~results~~our ofwarrants ~~operations.~~will expire worthless.

We ~~may~~are ~~attempt~~not required to ~~complete~~obtain ~~our~~an ~~initial~~opinion ~~business~~from ~~combination~~an ~~with~~independent accounting aor ~~private~~investment ~~company~~banking ~~about~~firm, ~~which~~and ~~little~~consequently, ~~information~~you ismay ~~available,~~have ~~which~~no ~~may~~assurance ~~result~~from inan aindependent ~~business~~source ~~combination~~that ~~with~~the aprice ~~company~~we ~~that~~are paying for the business is ~~not~~fair asto ~~profitable~~our asshareholders wefrom ~~suspected,~~a iffinancial atpoint ~~all~~of view.

InUnless ~~pursuing~~we complete our initial business combination with ~~strategy~~an affiliated entity, we ~~may~~are ~~seek~~not required to ~~effectuate~~obtain ~~our~~an ~~initial~~opinion ~~business~~from ~~combination~~an ~~with~~independent investment banking firm that is a ~~privately~~member ~~held~~of ~~company.~~FINRA or ~~Very~~another ~~little~~independent ~~public~~firm ~~information~~that ~~generally~~commonly ~~exists~~renders ~~about~~valuation ~~private~~opinions ~~companies,~~for ~~and~~the wetype ~~could~~of becompany ~~required~~we are seeking to ~~make~~acquire ~~our~~or ~~decision~~an onindependent accounting ~~whether~~firm that the price we are paying is fair to ~~pursue~~our shareholders from a ~~potential~~financial ~~initial~~point ~~business~~of ~~combination~~view. If no opinion is obtained, our shareholders will be relying on the ~~basis~~judgment of ~~limited~~our ~~information~~board of directors, ~~which~~who ~~may~~will ~~result~~determine infair amarket ~~business~~value ~~combination~~based ~~with~~on astandards ~~company~~generally accepted ~~that~~by isthe ~~not~~financial ascommunity. ~~profitable~~Such asstandards weused ~~suspected~~will be disclosed in our proxy solicitation or tender offer materials, ifas atapplicable, related ~~all.~~to our initial business combination.

~~Our~~We ~~management~~ may ~~not~~issue beadditional ~~able~~Class A toordinary ~~maintain~~shares ~~control~~or ofpreference shares ato ~~target~~complete our initial business combination or under an employee incentive plan after completion of our initial business combination. We ~~Upon~~may also issue Class A ordinary shares upon the ~~loss~~conversion of ~~control~~the offounder shares at a ~~target~~ratio greater than one-to-one at the time of our initial business, ~~new~~combination ~~management~~as ~~may~~a ~~not~~result ~~possess~~of the ~~skills,~~anti-dilution ~~qualifications~~provisions orcontained ~~abilities~~in ~~necessary~~our toamended ~~profitably~~and ~~operate~~restated memorandum and articles of association. Any such ~~business~~issuances would dilute the interest of our shareholders and likely present other risks.

WeOur ~~may~~amended ~~structure~~and ~~our~~restated ~~initial~~memorandum ~~business~~and ~~combination~~articles of soassociation ~~that~~authorized the ~~post-business~~issuance ~~combination~~of ~~company~~up into ~~which~~500,000,000 ~~our~~Class A ~~public~~ordinary ~~shareholders own~~ shares, ~~will~~par ~~own~~value ~~less~~$0.0001 ~~than~~per ~~100%~~share, of50,000,000 ~~the~~Class B ordinary ~~equity~~shares, ~~interests~~par orvalue ~~assets~~$0.0001 ofper ashare, ~~target~~and ~~business~~5,000,000 ~~but~~preference weshares, ~~will~~par ~~only~~value ~~complete~~$0.0001 ~~such~~per ~~business~~share. ~~combination~~Taking ifinto account the ~~post-business~~partial exercise ~~combination company owns or acquires 50% or more~~ of the ~~outstanding~~over-allotment ~~voting~~option ~~securities~~by of the ~~target~~underwriters, ~~or otherwise acquires a controlling interest in~~ the ~~target~~conversion ~~business~~of ~~sufficient~~5,347,415 ~~for~~Class B usordinary ~~not~~shares toheld beby ~~required~~our toinitial shareholders ~~register~~into as an ~~investment~~equal ~~company~~number ~~under~~of ~~the~~Class A ~~Investment~~ordinary ~~Company~~shares ~~Act.~~on WeJuly 11, ~~will~~2023 ~~not~~and ~~consider any transaction that does not meet such criteria. Even if~~ the ~~post-business~~redemptions ~~combination~~of ~~company~~Class A ~~owns~~ordinary ~~50%~~shares in ~~or more of~~ the

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