~~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~~

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

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

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

~~For~~☐ TRANSITION ~~the~~REPORT ~~fiscal~~PURSUANT ~~year~~TO ~~ended~~SECTION 13 ~~December~~OR ~~31,~~15(d) OF ~~2022~~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~~001-40017

~~001-40017~~CROWN PROPTECH ACQUISITIONS

~~CROWN~~(Exact Name ~~PROPTECH~~of ~~ACQUISITIONS~~Registrant as Specified in Its Charter)

Cayman Islands N/A (~~Exact~~State ~~Name~~or Other Jurisdiction of ~~Registrant~~Incorporation asor ~~Specified~~Organization) in(I.R.S. ~~Its~~Employer ~~Charter)~~Identification Number)

~~Cayman~~40 West ~~Islands~~57th ~~N/A~~Street, ~~(State~~29th ~~or Other Jurisdiction ofIncorporation or Organization) (I.R.S. EmployerIdentification Number)~~Floor

thNew York, New York 10019

~~New~~(Address of ~~York,~~Principal ~~New~~Executive ~~York~~Offices, ~~10010~~Zip Code)

(~~Address of Principal Executive Offices, Zip Code~~212) 796-4796

~~563-6400~~(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(~~Registrant’s~~b) of ~~telephone~~the ~~number,~~Securities ~~including~~Exchange ~~area~~Act ~~code)~~of 1934:

~~Securities~~Title ~~registered~~of ~~pursuant~~Each toClass ~~Section 12~~Trading Symbol(bs) of ~~the~~Name ~~Securities~~of Each Exchange ~~Act~~on ofWhich ~~1934:~~Registered Redeemable warrants CPTKW N/A

Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant	CPTK.U	The New York Stock Exchange
Class A ordinary shares	CPTK	The New York Stock Exchange

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

Indicate by check mark if the registrant is anot ~~well-known~~required ~~seasoned~~to ~~issuer,~~file asreports ~~defined~~pursuant into ~~Rule~~Section 13 ~~405~~or Section 15(d) of the ~~Securities~~ Act. Yes ☐ No ☒ ☒

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

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~every Interactive Data File required to be ~~filed~~submitted bypursuant ~~Section 13~~to ~~or 15(d)~~Rule 405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§232.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit such ~~reports~~files),. ~~and~~Yes ~~(2) has~~☐ ~~been subject to such filing requirements for the past 90 days. Yes ☒~~ No ☐ ☒

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

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

~~Rule~~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 ~~12b-2~~13(a) of the Exchange Act. ☐

~~Large~~Indicate by ~~accelerated~~check ~~filer~~mark ☐whether ~~Accelerated~~the ~~filer~~registrant ☐has ~~Non-accelerated~~filed ~~filer~~a ☒report ~~Smaller~~on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting ~~company~~under ☒Section 404(b) ~~Emerging~~of ~~growth~~the ~~company~~Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒

~~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 period for complying with any new or revised financial accounting standards provided pursuant to Section~~Rule ~~13(a)~~ 12b-2 of the Exchange Act). ☐ ☒

~~Indicate~~If securities byare ~~check~~registered ~~mark~~pursuant ~~whether the registrant has filed a report on and attestation~~ to ~~its~~Section 12(b) ~~management’s assessment~~ of the ~~effectiveness~~Act, ofindicate ~~its~~by ~~internal~~check ~~control~~mark ~~over~~whether the financial ~~reporting~~statements ~~under Section 404(b)~~ of the ~~Sarbanes-Oxley~~registrant included ~~Act~~in ~~(15~~the ~~U.S.C.~~filing ~~7262(b))~~reflect by the ~~registered~~correction ~~public~~of ~~accounting~~an ~~firm~~error ~~that~~to ~~prepared~~previously or issued ~~its~~financial ~~audit report~~statements. ~~Yes ☐ No ☒~~ ☐

~~Rule 12b~~Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-2based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

IfAs of ~~securities~~June ~~are~~30, ~~registered~~2023, ~~pursuant~~the toaggregate ~~Section 12(b)~~market value of the ~~Act,~~ordinary ~~indicate~~shares held by ~~check~~non-affiliates ~~mark whether the financial statements~~ of the registrant ~~included~~was inapproximately ~~the~~$42,930,042 (based ~~filing~~on ~~reflect~~ the ~~correction~~closing ofsales anprice ~~error~~of tothe ~~previously~~ordinary ~~issued~~shares ~~financial~~of ~~statements~~$10. ☐ 23).

~~§240~~As of September 11, 2025, 491,806 shares of Class A ordinary shares, par value $0.~~10D-1(b)~~0001 per share, and 6,900,000 shares of Class B ordinary shares, par value $0. ☐0001 per share, were issued and outstanding, respectively.

~~non-affiliates~~Documents Incorporated by Reference: None.

AsCROWN PROPTECH of March 31, 2023, 4,196,485 shares of Class A ordinary shares, par value $0.0001 per share, and 6,900,000 shares of Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively. ACQUISITIONS

~~Documents~~ANNUAL REPORT ~~Incorporated~~ON byFORM ~~Reference: None.~~ 10-K

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

CROWN PROPTECH ACQUISITIONS

		Page
Part I
Item 1.	Business	1
Item 1A.	Risk Factors	25
Item 1B.	Unresolved Staff Comments	68
Item 1C.	Cybersecurity	68
Item 2.	Properties	68
Item 3.	Legal Proceedings	68
Item 4.	Reserved	68

Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	69
Item 6.	Reserved	70
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	70
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	87
Item 8.	Financial Statements and Supplementary Data	87
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	87
Item 9A.	Controls and Procedures	87
Item 9B.	Other Information	88
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections	88

Part III
Item 10.	Directors, Executive Officers And Corporate Governance	89
Item 11.	Executive Compensation	98
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	98
Item 13.	Certain Relationships and Related Transactions and Director Independence	100
Item 14.	Principal Accounting Fees and Services	102

Part IV
Item 15.	Exhibits, Financial Statement Schedules	103
Item 16.	Form 10-K Summary	105

~~ANNUAL REPORT ON FORM 10-K~~ i

~~TABLE~~CAUTIONARY NOTE REGARDING OFFORWARD-LOOKING ~~CONTENTS~~ STATEMENTS

		Page
Part I
Item 1.	Business		1
Item 1A.	Risk Factors		24
Item 1B.	Unresolved Staff Comments		66
Item 2.	Properties		66
Item 3.	Legal Proceedings		66
Item 4.	Mine Safety Disclosures		66
Part II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		67
Item 6.	[Reserved]		68
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		68
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk		75
Item 8.	Financial Statements and Supplementary Data		75
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure		75
Item 9A.	Controls and Procedures		75
Item 9B.	Other Information		77
Item 9C.	Disclosure Regarding Foreign Jurisdictions That Prevent Inspections		77
Part III
Item 10.	Directors, Executive Officers And Corporate Governance		78
Item 11.	Executive Compensation		87
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		87
Item 13.	Certain Relationships and Related Transactions and Director Independence		89
Item 14.	Principal Accounting Fees and Services		91
Part IV
Item 15.	Exhibits, Financial Statement Schedules		F-1
Item 16.	Form 10-K Summary		94

Some of the statements contained in this Annual Report on Form 10-K may constitute “forward-looking statements.” Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Form 10-K may include, for example, statements about:

i● our ability to complete our initial business combination, including the Business Combination Agreement (defined below);

~~Table~~● our expectations around the performance of ~~Contents~~a prospective target business or businesses, such as Mkango;

~~CAUTIONARY~~● ~~NOTE REGARDING~~our ~~FORWARD-LOOKING~~success ~~STATEMENTS~~in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

~~Some~~● ~~of the statements contained in this Annual Report on Form 10-K may constitute “forward-looking statements.” Our forward-looking statements include, but are not limited to, statements regarding~~ our orofficers ~~our~~and ~~management~~directors ~~team’s~~allocating ~~expectations,~~their ~~hopes,~~time ~~beliefs, intentions or strategies regarding the future. In addition, any statements that refer~~ to ~~projections, forecasts or~~ other ~~characterizations~~businesses of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and ~~similar~~potentially ~~expressions~~having ~~may~~conflicts ~~identify forward-looking statements, but the absence~~ of ~~these~~interest ~~words~~with ~~does~~our ~~not~~business ~~mean~~or ~~that a statement is not forward-looking. Forward-looking statements~~ in ~~this~~approving ~~Form 10-K~~our ~~may~~initial ~~include,~~business ~~for example, statements about:~~ combination;

•● our potential ability to ~~consummate~~obtain anadditional ~~initial~~financing ~~business combination due~~ to ~~the~~complete ~~uncertainty~~our ~~resulting~~initial ~~from~~business the COVID-19 pandemic, as well as from the emergence of variant strains of COVID-19, including the efficacy and adoption of recently developed vaccines with respect to COVID-19 and variant strains thereofcombination;

•● our ~~ability~~pool ~~to consummate an initial business combination due to the invasion~~ of ~~Ukraine~~prospective bytarget ~~Russia and resulting sanctions, and other events (such as terrorist attacks or geopolitical unrest)~~businesses;

•● ~~our~~the ability of our officers and directors to ~~select~~generate ana ~~appropriate~~number ~~target~~of potential business orcombination ~~businesses~~opportunities;

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

•● ~~our expectations around~~ the ~~performance~~lack of a ~~prospective~~market ~~target~~for ~~business~~our ~~or businesses~~securities;

•● ~~our~~the ~~success~~use inof ~~retaining~~proceeds ornot ~~recruiting,~~held orin ~~changes~~the ~~required~~trust ~~in,~~account ~~our~~or ~~officers,~~available ~~key~~to ~~employees~~us orfrom ~~directors~~interest ~~following~~income ~~our~~on ~~initial~~the ~~business~~trust ~~combination~~account balance;

•● ~~our~~the ~~officers~~trust ~~and~~account ~~directors~~not ~~allocating~~being ~~their~~subject ~~time~~ to ~~other~~claims ~~businesses and potentially having conflicts~~ of ~~interest~~third ~~with~~parties; ~~our business~~ or ~~in approving our initial business combination;~~

•● our ~~potential~~financial ~~ability to obtain additional financing to complete our initial business combination;~~performance.

•The forward-looking statements contained in this Annual Report on Form 10-K are based on our ~~pool~~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 ~~prospective~~risks, ~~target~~uncertainties ~~businesses;~~(some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

~~• the ability of our officers and directors to generate a number of potential business combination opportunities;~~ii

~~• our public securities’ potential liquidity and trading;~~PART I

~~• the lack of a market for our securities;~~Item 1. Business

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

•Crown PropTech Acquisitions (“Crown,” “us,” “we” or the ~~trust~~“Company”) ~~account~~is a blank check company incorporated as a Cayman Islands exempted company on September 24, 2020. The Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “business combination”). The Company is not ~~being~~limited to a particular industry or sector for purposes of consummating a business combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to ~~claims~~all of ~~third~~the ~~parties;~~risks associated orwith early stage and emerging growth companies.

•As of ~~our~~December 31, ~~financial~~2023, ~~performance~~the Company had not commenced any operations. All activity for the year ended December 31, 2023 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), and since closing of the Initial Public Offering, the search for a prospective initial business combination. The Company will not generate any operating revenues until after the completion of a business combination, at the earliest. The Company generates non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company’s ~~forward-looking~~sponsors ~~statements~~are ~~contained~~Crown inPropTech ~~this~~Sponsor, ~~Annual~~LLC ~~Report~~(“Crown onPropTech ~~Form 10-K~~Sponsor”), ~~are~~a ~~based~~Delaware onlimited ~~our~~liability ~~current expectations~~ company and ~~beliefs~~CIIG ~~concerning~~Management ~~future~~III ~~developments~~LLC ~~and~~(“CIIG”), ~~their~~a ~~potential~~Delaware ~~effects~~limited onliability ~~us.~~company, ~~There~~(each, ~~can~~a be“sponsor” noand ~~assurance~~together, the ~~that~~“sponsors”). ~~future~~The ~~developments~~registration ~~affecting~~statement usfor ~~will~~the beCompany’s ~~those~~Initial ~~that~~Public weOffering ~~have~~was ~~anticipated.~~declared ~~These~~effective ~~forward-looking~~on ~~statements~~February 8, 2021. On ~~involve~~February 11, ~~a number of risks~~2021, ~~uncertainties~~the ~~(some~~Company ofconsummated ~~which~~its ~~are~~Initial ~~beyond~~Public ~~our~~Offering ~~control)~~of or27,600,000 ~~other~~units ~~assumptions~~(including ~~that~~3,600,000 ~~may~~units ~~cause~~purchased by ~~actual~~the ~~results~~underwriters orpursuant ~~performance~~ to betheir ~~materially~~over-allotment ~~different~~option) ~~from~~(the ~~those~~“Units” ~~expressed~~and, orwith ~~implied~~respect byto ~~these~~the ~~forward-looking~~Class A ~~statements.~~ordinary shares ~~These~~included ~~risks~~in ~~and~~the ~~uncertainties~~Units ~~include,~~that ~~but~~were ~~are not limited to~~offered, ~~those factors described under~~ the ~~heading~~ “~~Risk~~Public ~~Factors.~~Shares”), ~~Should~~at ~~one~~$10.00 orper ~~more~~Unit, ofgenerating ~~these~~gross ~~risks~~proceeds orof ~~uncertainties materialize~~$276,000,000, and orincurring ~~should~~offering ~~any~~costs of ~~our~~approximately ~~assumptions prove incorrect~~$15,710,090, ~~actual~~inclusive ~~results~~of ~~may~~$5,520,000 ~~vary~~ in ~~material~~underwriting ~~respects~~commissions, ~~from~~approximately ~~those projected~~ $9,660,000 in ~~these~~deferred ~~forward-looking~~underwriting ~~statements.~~commissions We(Note ~~undertake~~6), noand ~~obligation~~$530,090 toof ~~update~~other oroffering ~~revise~~costs. ~~any~~As ~~forward-looking~~discussed ~~statements~~below, ~~whether~~in asDecember ~~a result of new information~~2022, ~~future~~the ~~events~~underwriters elected orto ~~otherwise,~~waive ~~except~~their asright ~~may~~to bereceive ~~required~~any ~~under~~deferred ~~applicable~~underwriting ~~securities laws~~commissions.

iiSimultaneously with the consummation of the Initial Public Offering, the Company consummated a private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $7,520,000. The Private Placement Warrants were sold to Crown PropTech Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”). The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees.

~~Table~~Upon the closing of ~~Contents~~the Initial Public Offering and the Private Placement, $276,000,000 ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“trust account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of the initial business combination, (b) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Company’s fifth amended and restated memorandum and articles of association, and (c) the redemption of the Company’s Public Shares if the Company is unable to complete the initial business combination by March 11, 2026 (or within any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our fifth amended and restated memorandum and articles of association), subject to applicable law. The Company obtained shareholders approval to extend the date by which we must consummate an initial business combination from May 11, 2025 to March 11, 2026, and funds were released from the trust account to redeem certain Public Shares in connection therewith. The proceeds deposited in the trust account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the Company’s public shareholders.

~~PART I~~ 1

~~Item~~On December 114, 2022, RBC Capital Markets, LLC (“RBC”), representative of the underwriters to our Initial Public Offering, delivered a waiver letter to Crown waiving any entitlement to the payment of any deferred underwriting commissions (in an aggregate amount of $9,660,000) in connection with its role as underwriter in the Initial Public Offering (the “Underwriter Waiver”). ~~Business~~Such deferred underwriting commissions were agreed between Crown and the underwriters in the underwriting agreement executed in connection with our Initial Public Offering and was to be payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes an initial business combination. As a result of the Underwriter Waiver, the transaction fees that would have been payable by Crown at the completion of an initial business combination were reduced by approximately $9.66 million.

~~Business~~On January 17, 2023, CIIG entered into a Securities Assignment Agreement (the “Assignment Agreement”), by and among the Crown PropTech Sponsor, CIIG and Richard Chera, whereby Crown PropTech Sponsor sold, transferred and assigned 5,662,000 Class B ordinary shares of the Company and 250,667 Private Placement Warrants to purchase Class A ordinary shares of the Company to CIIG. In connection with entry into the Assignment Agreement, CIIG (i) entered into a letter agreement with the Company and (ii) entered into a joinder agreement to the registration rights agreement among Crown, Crown PropTech Sponsor and the Anchor Investor dated February 8, 2021 (“Registration Rights Agreement”) entered into in connection with the Company’s Initial Public Offering. As a result of the above transactions, as of January 17, 2023, CIIG became co-sponsor with Crown PropTech Sponsor.

~~Crown~~Beginning on ~~PropTech Acquisitions (“Crown~~January 31,” ~~“us~~2023,” ~~“we”~~and orcontinuing until the “Company”)’s isFebruary 9, a2023 ~~blank~~extraordinary ~~check~~general ~~company~~meeting ~~incorporated~~of asshareholders (“Extraordinary aGeneral ~~Cayman~~Meeting”), ~~Islands~~the ~~exempted~~Company ~~company~~and onCIIG ~~September 24,~~entered ~~2020.~~into ~~The~~certain ~~Company~~non-redemption ~~was~~agreements ~~incorporated~~and ~~for~~assignments ~~the~~of economic ~~purpose~~interests of(the ~~effecting~~“Non-Redemption aAgreements”) ~~merger,~~with ~~share~~certain ~~exchange,~~investors ~~asset~~(the ~~acquisition,~~“Non-Redeeming ~~share~~Investors”). The ~~purchase,~~Non-Redemption ~~reorganization~~Agreements orprovide ~~similar~~for ~~business~~the ~~combination~~assignment ~~with~~of ~~one~~economic orinterest ~~more~~of ~~businesses~~an (aaggregate ~~“business~~of ~~combination”).~~1,500,000 ~~The~~Class B ~~Company~~ordinary isshares held ~~not~~by ~~limited~~CIIG to athe ~~particular~~Non-Redeeming ~~industry~~Investors orin ~~sector~~exchange for ~~purposes~~such ofNon-Redeeming ~~consummating~~Investors aagreeing ~~business~~to ~~combination.~~hold ~~The~~and ~~Company~~not isredeem an ~~early~~aggregate of ~~stage~~4,000,000 ~~and~~Public ~~emerging~~Shares ~~growth~~at ~~company~~the ~~and,~~Extraordinary asGeneral ~~such,~~Meeting. Pursuant to the ~~Company~~Non-Redemption isAgreements, ~~subject~~CIIG has agreed to ~~all~~transfer to such Non-Redeeming Investors an aggregate of ~~the~~1,500,000 ~~risks~~ordinary ~~associated~~shares in connection with ~~early~~the ~~stage~~consummation ~~and~~of ~~emerging~~an ~~growth~~initial ~~companies~~business combination.

~~As of December~~On February 319, ~~2022~~2023, the Company ~~had~~held ~~not~~its ~~commenced~~Extraordinary ~~any~~General ~~operations.~~Meeting ~~All~~to ~~activity~~vote ~~for~~on the ~~year~~ ~~ended~~proposal ~~December 31, 2022 relates~~ to amend the Company’s ~~formation~~first amended and ~~the~~restated ~~initial~~memorandum ~~public~~and ~~offering~~articles ~~(“Initial~~of ~~Public~~association ~~Offering”),~~to ~~and~~extend ~~since closing of~~ the ~~Initial~~date ~~Public~~by ~~Offering,~~which the ~~search~~Company ~~for~~must aconsummate ~~prospective~~an initial business combination. ~~The~~from ~~Company~~February 11, ~~will~~2023 ~~not~~(which ~~generate~~is ~~any~~24 ~~operating~~months ~~revenues~~from ~~until~~the ~~after~~closing of the ~~completion~~Initial ofPublic aOffering) ~~business~~to ~~combination~~February 11, at 2024 (the ~~earliest.~~“2023 ~~The~~Extension ~~Company~~Proposal”). ~~generates~~At ~~non-operating income in~~ the ~~form~~Extraordinary ofGeneral ~~interest~~Meeting, ~~income~~our ~~from~~shareholders ~~the~~approved ~~proceeds derived from~~ the ~~Initial~~Extension ~~Public Offering~~Proposal.

~~The~~In connection ~~Company’s~~with ~~sponsors~~the ~~are~~vote ~~Crown~~to ~~PropTech~~approve ~~Sponsor,~~the ~~LLC~~Extension ~~(“Crown PropTech Sponsor”)~~Proposal, ashareholders ~~Delaware~~holding ~~limited~~an ~~liability~~aggregate ~~company~~of ~~and CIIG Management III LLC (“CIIG”)~~23, ~~a Delaware limited liability company~~403,515 ~~(each,~~shares aof ~~“sponsor” and together,~~ the ~~“sponsors”).~~Company’s Class A ~~The~~ordinary ~~registration~~shares ~~statement~~exercised ~~for~~their ~~the~~right ~~Company’s~~to ~~Initial~~redeem ~~Public~~their ~~Offering~~shares ~~was~~for ~~declared~~a ~~effective~~pro onrata ~~February 9, 2021.~~portion Onof ~~February 11, 2021,~~ the ~~Company~~funds ~~consummated~~in ~~its~~the ~~Initial~~trust ~~Public~~account. ~~Offering~~As a ofresult, 27$238,~~600~~305,~~000~~063.72 ~~units~~ (~~including~~approximately ~~3,600,000~~$10.18 ~~units~~per ~~purchased~~share) bywas deducted from the ~~underwriters~~trust ~~pursuant~~account to ~~their~~pay ~~over-allotment~~such ~~option)~~holders. ~~(the~~As ~~“Units”~~of ~~and~~February 9, 2023, ~~with~~following ~~respect to~~ the ~~Class A~~redemption ~~ordinary~~of ~~shares included in~~ the ~~Units that were offered, the “~~Public Shares~~”),~~ atdescribed ~~$10.00 per Unit~~above, ~~generating~~approximately ~~gross proceeds of~~ $~~276~~42,~~000~~730,~~000,~~488.52 ~~and~~remained ~~incurring~~in ~~offering~~the ~~costs~~trust ofaccount. ~~approximately~~Following the ~~$15~~redemptions,~~710,090,~~ ~~inclusive~~there ofwere $54,~~520~~196,~~000~~485 inClass A ~~underwriting~~Ordinary ~~commissions,~~Shares ~~approximately~~issued ~~$9,660,000~~and inoutstanding ~~deferred~~and ~~underwriting~~the ~~commissions (Note~~ 6), ~~and $530~~900,~~090~~000 ofFounder ~~other~~Shares ~~offering~~(as ~~costs.~~defined below) Asthat ~~discussed~~remained ~~below,~~outstanding inrepresented ~~December~~62.2% ~~2022,~~of the ~~underwriters~~Company’s ~~elected~~issued toand ~~waive~~outstanding ~~their~~ordinary ~~right to receive any deferred underwriting commissions~~shares.

Simultaneously with the consummation of the Initial Public Offering, the Company consummated a private placement (“Private Placement”) of 5,013,333 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant, generating gross proceeds of $7,520,000. The Private Placement Warrants were sold to Crown PropTech Sponsor and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”). The Private Placement Warrants are identical to the warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. 2

~~Upon the closing of the Initial Public Offering and the Private Placement~~On February 9, ~~$276~~2024,~~000,000~~ ~~($10.00 per Unit) of~~ the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement were placed in a trust account (“trust account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company’s ~~Act~~shareholders ofapproved ~~1940,~~an asamendment ~~amended~~to ~~(the~~amend ~~“Investment Company Act”), with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries~~ and ~~meeting~~restate ~~certain conditions under Rule 2a-7 of~~ the ~~Investment~~ Company Act, as determined by the Company, until the earliest of: (i) the completion of the initial business combination, (b) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the Company’s ~~second~~Second ~~amended~~ Amended and ~~restated~~Restated ~~memorandum~~Memorandum and ~~articles~~Articles of ~~association,~~Association ~~and~~to ~~(c) the~~extend ~~redemption of~~ the ~~Company’s~~date ~~Public~~by ~~Shares~~which if the Company ismust ~~unable~~consummate toan ~~complete the~~ initial ~~business~~Business ~~combination~~Combination from by February 11, 2024 ~~(or~~to ~~within~~August ~~any~~11, ~~extended~~2024 ~~period~~(the of“February ~~time~~2024 ~~that~~Extension ~~we may have to consummate an~~ Proposal”).

1In connection with the vote to approve the February 2024 Extension Proposal, shareholders holding an aggregate of 2,195,847 shares of the Company’s Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below). As a result, $23,724,846 (approximately $10.80 per share) was withdrawn from the Trust Account to redeem such shares. Following the redemptions, there were 2,000,638 Class A ordinary shares issued and outstanding.

~~Table~~Associated with the February 9, 2024 Extraordinary General Meeting, the Company and CIIG entered into non-redemption agreements (the “February 2024 Non-Redemption Agreements”) with certain investors pursuant to which, if such investors do not redeem (or validly rescind any redemption requests on) their Class A ordinary shares of ~~Contents~~the Company (the “February 2024 Non-Redeemed Shares”) in connection with the February 9, 2024 Extraordinary General Meeting, CIIG will agree to transfer to such investors Class B ordinary shares held by CIIG immediately following the consummation of an initial Business Combination if they continue to hold such February 2024 Non-Redeemed Shares through the February 9, 2024 Extraordinary General Meeting.

The ~~initial~~February ~~business~~2024 ~~combination~~Non-Redemption asAgreements aprovide ~~result~~for ofthe anassignment ~~amendment~~of up to ~~our~~464,414 ~~second~~Class ~~amended~~B ~~and~~ordinary ~~restated memorandum and articles of association)~~shares, ~~subject~~par tovalue ~~applicable law~~$0.0001 ~~The~~per ~~Company~~share, held ~~obtained~~by ~~shareholder~~CIIG ~~approval~~ to ~~extend~~ the ~~date~~investors byin ~~which~~exchange wefor ~~must~~such ~~consummate~~Investors anagreeing ~~initial business combination from February 11, 2023~~ to ~~February 11,~~hold ~~2024,~~ and ~~funds~~not ~~were released from the trust account to~~ redeem certain ~~Public~~public ~~Shares~~shares inat ~~connection therewith. The proceeds deposited in~~ the ~~trust~~February ~~account could become subject to the claims of the Company’s creditors~~9, 2024 ifExtraordinary ~~any,~~General ~~which could have priority over the claims of the Company’s public stockholders~~Meeting.

On August ~~December 14~~9, ~~2022~~2024, ~~RBC Capital Markets, LLC (“RBC”), representative of~~ the ~~underwriters~~Company’s toshareholders ~~our~~approved ~~Initial~~an ~~Public~~amendment ~~Offering, delivered a waiver letter~~ to ~~Crown~~amend ~~waiving~~and ~~any~~restate ~~entitlement to~~ the ~~payment~~Company’s ofThird ~~any~~Amended deferred underwriting commissions (in an aggregate amount of $9,660,000) in connection with its role as underwriter in the Initial Public Offering (the “Underwriter Waiver”). Such deferred underwriting commissions were agreed between Crown and ~~the~~Restated Memorandum ~~underwriters in the underwriting agreement executed in connection with our Initial Public Offering~~ and ~~was~~Articles toof beAssociation ~~payable~~ to ~~the~~extend ~~underwriters from~~ the ~~amounts~~date ~~held~~by inwhich the ~~trust account solely in the event that the~~ Company ~~completes~~must consummate an initial ~~business~~Business ~~combination.~~Combination Asfrom aAugust 11, 2024 ~~result~~to ofMay ~~the Underwriter Waiver~~11, ~~the~~2025 ~~transaction fees that would have been payable by Crown at~~ (the ~~completion~~“August of2024 anExtension ~~initial business combination will be reduced by approximately $9~~Proposal”).~~66 million.~~

OnIn connection ~~January 17,~~with ~~2023, CIIG entered into a Securities Assignment Agreement (~~the ~~“Assignment~~vote ~~Agreement”),~~to byapprove ~~and among~~ the ~~Crown~~August ~~PropTech~~2024 ~~Sponsor,~~Extension ~~CIIG and Richard Chera~~Proposal, ~~whereby~~shareholders ~~Crown~~holding ~~PropTech~~an ~~Sponsor~~aggregate ~~sold,~~of ~~transferred and assigned 5~~1,~~662~~487,~~000~~025 ~~Class B ordinary~~ shares of the Company’s ~~and 250,667 Private Placement Warrants to purchase~~ Class A ordinary shares ofexercised ~~the~~their ~~Company~~right to ~~CIIG.~~redeem Intheir ~~connection~~shares ~~with~~for ~~entry~~a ~~into~~pro ~~the~~rata ~~Assignment~~portion ~~Agreement,~~of ~~CIIG~~the ~~(i) entered~~funds ~~into~~in ~~a letter agreement with~~ the Trust ~~Company~~Account ~~and~~ (iias defined below) ~~entered~~. ~~into~~As a ~~joinder agreement to the registration rights agreement among Crown~~result, ~~Crown PropTech Sponsor and the Anchor Investor dated February~~ 8$16,484,256 ~~2021~~ (~~“Registration~~approximately ~~Rights~~$11.09 ~~Agreement”~~per share) ~~entered~~was ~~into~~withdrawn infrom ~~connection with~~ the ~~Company’s~~Trust ~~Initial~~Account to ~~Public~~redeem ~~Offering~~such shares. AsFollowing ~~a result of~~ the ~~above transactions~~redemptions, asthere ofwere ~~January 17~~513,613 ~~2023,~~Class A ~~CIIG~~ordinary ~~became~~shares ~~co-sponsor~~issued ~~with~~and ~~Crown PropTech Sponsor~~outstanding.

~~Beginning~~Associated with ~~on January 31, 2023, and continuing until~~ the ~~Company’s~~August ~~February~~ 9, ~~2023~~2024 ~~extraordinary general meeting of shareholders (“~~Extraordinary General Meeting”), the Company and CIIG entered into ~~certain~~ non-redemption agreements ~~and assignments of economic interests~~ (the “August 2024 Non-Redemption Agreements”) with certain investors ~~(the~~pursuant ~~“Non-Redeeming~~to ~~Investors”).~~which, ~~The~~if ~~Non-Redemption~~such ~~Agreements~~investors ~~provide~~do ~~for~~not ~~the~~redeem ~~assignment~~(or ofvalidly ~~economic~~rescind any ~~interest~~redemption ofrequests anon) ~~aggregate~~their ~~of 1,500,000~~ Class B A ordinary shares ~~held~~of bythe ~~CIIG~~Company to (the “August 2024 Non-~~Redeeming~~Redeemed ~~Investors~~Shares”) in ~~exchange~~connection with ~~for~~the ~~such~~August ~~Non-Redeeming~~9, ~~Investors~~2024 ~~agreeing~~Extraordinary toGeneral ~~hold~~Meeting, ~~and~~CIIG ~~not~~will ~~redeem~~agree anto ~~aggregate~~transfer ofto ~~4,000,000~~such ~~Public~~investors ~~Shares~~Class atB ~~the~~ordinary ~~Extraordinary~~shares ~~General~~held ~~Meeting.~~by CIIG ~~Pursuant~~immediately tofollowing the ~~Non-Redemption~~consummation ~~Agreements,~~of ~~CIIG~~an ~~has~~initial ~~agreed~~Business toCombination ~~transfer~~if tothey ~~such~~continue ~~Non-Redeeming~~to ~~Investors~~hold ansuch ~~aggregate~~August of2024 ~~1,500,000~~Non-Redeemed Shares ~~ordinary~~through ~~shares in connection with~~ the ~~consummation~~August of9, an2024 ~~initial~~Extraordinary ~~business~~General ~~combination~~Meeting.

OnThe August ~~February 9,~~2024 ~~2023,~~Non-Redemption ~~the~~Agreements ~~Company~~provide ~~held~~for ~~its~~the ~~Extraordinary~~assignment ~~General~~of ~~Meeting~~up to ~~vote~~115,287 onClass ~~the~~B ~~proposal~~ordinary toshares, ~~amend~~par ~~the~~value ~~Company’s~~$0.0001 ~~first~~per ~~amended~~share, held ~~and~~by ~~restated~~CIIG ~~memorandum and articles of association~~ to ~~extend~~ the ~~date~~investors byin ~~which~~exchange ~~the~~for ~~Company~~such ~~must~~Investors ~~consummate~~agreeing anto ~~initial~~hold ~~business~~and ~~combination~~not ~~from~~redeem ~~February 11,~~certain ~~2023~~public ~~(which~~shares isat ~~24 months from~~ the ~~closing~~August ~~of the Initial Public Offering) to February 11~~9, 2024 ~~(the “Extension Proposal”). At the~~ Extraordinary General Meeting~~, our shareholders approved the Extension Proposal~~.

InOn May ~~connection~~9, ~~with~~2025, the ~~vote~~Company’s ~~to approve the Extension Proposal,~~ shareholders ~~holding~~approved an ~~aggregate~~amendment ofto ~~23,403,515~~amend ~~shares~~and ofrestate the Company’s ~~Class A~~Fourth ~~ordinary~~Amended ~~shares~~and ~~exercised~~Restated Memorandum ~~their~~and ~~right~~Articles ~~to redeem their shares for a pro rata portion~~ of ~~the~~Association ~~funds~~to inextend the ~~trust~~date ~~account.~~by Aswhich athe ~~result,~~Company ~~$238,305,063.72~~must ~~(approximately~~consummate ~~$10.18~~an ~~per~~initial ~~share)~~Business ~~was~~Combination ~~deducted~~ from ~~the~~May 11, ~~trust~~2025 ~~account~~ to ~~pay~~March ~~such holders. As of February 9~~11, ~~2023,~~2026 ~~following~~ (the ~~redemption~~“May of2025 ~~the~~Extension Public Shares described above, approximately $42,730,488.52 remained in the trust account. Following the redemptions, there were 4,196,485 Class A Ordinary Shares issued and outstanding and the 6,900,000 Founder Shares (as defined belowProposal”) ~~that remained outstanding represented 62~~.~~2% of the Company’s issued and outstanding ordinary shares.~~

2In connection with the vote to approve the May 2025 Extension Proposal, shareholders holding an aggregate of 21,807 shares of the Company’s Class A ordinary shares exercised their right to redeem their shares for a pro rata portion of the funds in the Trust Account (as defined below). As a result approximately, $0.25 million (approximately $11.47 per share) was withdrawn from the Trust Account to redeem such shares. Following the redemptions, there were 491,806 Class A ordinary shares issued and outstanding.

~~Table of Contents~~3

~~Consistent~~ Associated with ~~our~~the ~~industry~~May ~~focus~~9, we2025 ~~target~~Extraordinary ~~businesses~~General ~~that~~Meeting, ~~provide technological innovation to~~ the ~~broader~~Company ~~real~~and ~~estate~~CIIG ~~ecosystem.~~entered Asinto ~~the~~non-redemption ~~largest~~agreements ~~asset class in~~ (the ~~United~~“May ~~States,~~2025 Non-Redemption ~~the~~Agreements”) ~~real~~with ~~estate~~certain ~~industry~~investors ispursuant ~~vast~~to ~~and includes~~which, ~~but~~if issuch ~~not~~investors ~~limited~~do ~~to:~~not redeem (~~i) commercial~~or ~~real~~validly ~~estate~~rescind ~~such~~any asredemption requests ~~office~~on) ~~and~~their ~~industrial~~Class ~~buildings,~~A ~~retail~~ordinary ~~centers,~~shares ~~stadiums~~of ~~and~~the ~~entertainment~~Company ~~venues,~~(the ~~cultural~~“May ~~facilities,~~2025 ~~manufacturing, hospitality, self~~Non-~~storage~~Redeemed ~~facilities, medical and life sciences, student housing and senior housing; (ii~~Shares”) ~~residential~~ ~~real~~in ~~estate~~connection ~~such~~with asthe ~~single family homes~~May 9, ~~multi-family~~2025 ~~rental~~Extraordinary ~~buildings~~General ~~and~~Meeting, ~~for-sale~~CIIG ~~condominiums;~~will ~~and~~agree ~~(iii) assets~~to ~~and~~transfer ~~services~~to such asinvestors ~~infrastructure~~Class ~~and~~B ~~utilities,~~ordinary ~~defense~~shares ~~and~~held ~~security~~by ~~services,~~CIIG ~~fiber~~immediately following ~~networks,~~the ~~data~~consummation ~~centers,~~of ~~cell~~an ~~towers~~initial ~~and~~Business ~~greenspace.~~Combination Weif ~~focus~~they oncontinue ~~businesses~~to ~~that~~hold ~~provide~~such ~~technological~~May ~~solutions~~2025 ~~that~~Non-Redeemed ~~make~~Shares through the May ~~built environment more accessible~~9, ~~connected,~~2025 ~~dynamic,~~Extraordinary ~~efficient,~~General ~~experiential and sustainable~~Meeting.

~~From~~The May ~~the~~2025 ~~lens of environmental, equitable and societal accountability, we seek to acquire a business that offers innovative software, hardware, products, operations or services that are technology~~Non-~~driven~~Redemption ~~and~~Agreements ~~enhance~~provided ~~the~~for ~~value of~~ the ~~infrastructure~~assignment ~~or property ownership. This type~~ of ~~business,~~up ~~therefore~~115,287 ~~has~~Class aB ~~large~~ordinary ~~market~~shares, ~~audience~~par ~~and~~value ~~many~~$0.0001 ~~different~~per ~~customers~~share, ~~including~~held by ~~landlords,~~CIIG ~~tenants,~~to ~~developers,~~the ~~operators, managers, brokers,~~ investors, ~~lenders,~~in ~~architects,~~exchange ~~engineers,~~for ~~general~~such ~~contractors,~~Investors ~~urban~~agreeing ~~planners,~~to ~~government~~hold ~~agencies~~ and ~~farmers.~~not Weredeem ~~ensure~~certain ~~that~~public ~~the~~shares ~~target~~at ~~company’s~~the ~~vision~~May ~~includes environmental~~9, ~~equitable~~2025 ~~and~~Extraordinary General ~~societal considerations or that it embraces these principles in its business operations~~Meeting. ~~A thorough set of acquisition criteria underpinned by key market opportunity metrics guides our acquisition process.~~

~~New~~Business Combination demand drivers are emerging across the real estate industry, which has traditionally been one of the most illiquid, opaque, fragmented and low-technology asset classes of the economy. We believe these trends are digitally transforming and enhancing the outdated technology and operating models of real estate, prompting entrepreneurs to create technologies and companies to capitalize on the opportunity to revolutionize the industry. The sharing economy catalyzed space-as-a-service operating models, such as collaborative workspace and co-living, which are transforming the office, industrial and residential sectors. The growing concerns about greenhouse gas emissions reduction is shifting real estate investors to consider green building and sustainability initiatives such as zero energy buildings, energy efficient solutions and other carbon-neutral initiatives. Modular technology is reshaping property design, construction and operations. The proliferation of data is allowing for the application of financial technology solutions to real estate and data-driven property management, investment and asset management tools. Smart cities are leveraging modern data collection techniques to optimize distribution of resources, enhance citizen and government engagement and reduce the environmental footprint. Agreement

~~While~~On July ~~many~~2, ~~businesses~~2025, ~~provide~~Crown ~~standalone~~PropTech ~~offerings~~Acquisitions, wean ~~seek~~exempted tocompany ~~select~~limited aby ~~business~~shares ~~target~~incorporated ~~that~~under ~~will~~the ~~have~~laws of the ~~ability~~Cayman toIslands ~~intersect~~(“SPAC”), (ii) ~~with~~Mkango ~~other~~(Cayman) ~~industry~~Limited, ~~verticals~~an ~~beyond~~exempted ~~real~~company ~~estate.~~limited Weby ~~believe~~shares ~~this~~incorporated ~~intersection~~under ~~will~~the ~~give~~laws of the ~~business~~Cayman Islands and a ~~competitive~~direct ~~position~~wholly owned ~~for~~Subsidiary ~~larger~~of ~~emerging~~Lancaster ~~ecosystem~~(as ~~opportunities~~defined below) (“Merger Sub”), (iii) Lancaster Exploration Limited, a company organized under the laws of the British Virgin Islands (“Lancaster”, and ~~result~~from inand after the Closing, “PubCo”), and a ~~larger~~direct, wholly ~~total~~owned ~~addressable~~subsidiary ~~market~~of Mkango Resources Ltd., Asa ~~communities~~company ~~demand~~organized ~~more~~under ~~cutting-edge~~the ~~technology~~laws ~~solutions,~~of weBritish ~~expect~~Columbia, Canada (the ~~overlap~~“Selling Shareholder”), ~~between~~(iv) Mkango Polska s.p. Z.o.o., a company organized under the ~~built~~laws ~~environment~~of Poland and ~~technology~~a todirect, ~~become~~wholly ~~increasingly~~owned ~~important.~~subsidiary of WeSelling ~~believe~~Shareholder ~~that~~(“MKA ~~traditionally~~Poland”), ~~brick-~~(v) Mkango ServiceCo UK Limited, a company organized under the laws of England and~~-mortar~~ a ~~industries~~direct, ~~such~~wholly asowned ~~real~~subsidiary ~~estate~~of Selling Shareholder (“Mkango ServiceCo”), ~~are~~and ~~poised~~(vi) toMKA ~~exponentially~~Exploration ~~advance~~Ltd., ~~their~~a ~~technological~~company ~~integration~~organized under tothe ~~meet~~laws of the ~~demands~~British Virgin Islands and a direct, wholly owned subsidiary of ~~society~~Selling ~~while~~Shareholder ~~upholding~~(“MKA ~~equitable~~BVI”, ~~principles~~and together ~~that~~with ~~are~~Lancaster, ~~key~~MKA toPoland ~~future~~and Mkango ServiceCo, the “Companies” and, each, a “Company”) entered into a business ~~success~~combination agreement (the “Business Combination Agreement”). Capitalized terms used herein but not defined shall have the meanings as set forth in the Business Combination Agreement.

~~We seek~~ Pursuant to ~~acquire~~the aBusiness ~~business~~Combination ~~that~~Agreement, wethe ~~believe~~parties isthereto ~~poised~~will ~~for~~enter ~~growth~~into ~~with~~ a ~~strong~~business ~~and~~combination ~~capable~~transaction ~~management~~by ~~team~~which, ~~and~~among ~~proven~~other ~~unit economics~~things, Merger ~~but~~Sub ~~potentially~~will inbe ~~need~~merged ofwith ~~financial,~~and ~~operational~~into SPAC, ~~strategic~~with orSPAC ~~managerial~~being ~~enhancement~~the tosurviving ~~maximize~~entity ~~value.~~of Wethe ~~also~~Merger ~~believe~~and ~~that~~becoming a ~~company~~wholly-owned ~~with~~subsidiary of ~~environmental,~~PubCo. ~~equitable~~Concurrently ~~and~~therewith, ~~societal~~PubCo ~~principles~~will ~~embedded~~become ina ~~its~~publicly ~~vision~~traded ~~and~~company, ~~business~~expected ~~operations~~to ~~will~~operate beunder ~~best-positioned~~the ~~for~~name ~~long-term~~“Mkango ~~premium~~Rare Earths ~~valuations~~Limited,” and ~~growth~~its ~~opportunities.~~ordinary shares are expected to trade on Nasdaq.

The proposed Merger and the other transactions contemplated by the Business ~~Strategy~~Combination Agreement (collectively, the “Transactions”) are expected to be consummated after the required approval by the shareholders of SPAC and the satisfaction of certain other conditions summarized below.

~~Our~~Business Combination business strategy is to identify and complete our initial business combination with a company that can benefit from the managerial and operational experience of our officers and directors. We believe that the wide networks of our management team will deliver access to a broad spectrum of opportunities across the Fintech Agreement

3Share Split and Conversion of Securities

~~Table~~Pursuant to the terms of ~~Contents~~the Business Combination Agreement, in connection with and immediately prior to the effective time of the Merger, Lancaster will effect a share split under which each ordinary share of Lancaster (“Lancaster Share”) that is issued and outstanding will be split into a number of PubCo Ordinary Shares determined by multiplying such Lancaster Share by the Exchange Ratio.

Further, ~~landscape.~~each Inoutstanding ~~addition,~~ordinary weshare ~~believe the relatively smaller number~~ of ~~our~~SPAC ~~founder~~will ~~shares,~~be ~~6,900,000~~canceled ~~Class B~~in ~~ordinary~~exchange ~~shares~~for ~~purchased~~the ~~prior~~right to ~~our~~receive ~~Initial~~one ~~Public~~PubCo ~~Offering~~Ordinary ~~by Crown PropTech Sponsor in consideration of $25~~Share,~~000~~ ~~(the “Founder Shares”),~~ and ~~the~~each ~~election~~outstanding SPAC ofwarrant ~~the underwriters to waive their entitlement to any amount of deferred underwriting commissions (in the aggregate amount of $9,660,000),~~ will ~~make~~become usexercisable ~~an attractive candidate~~ for aone ~~business~~PubCo ~~combination~~Ordinary ~~target~~Share ason wethe ~~will~~same ~~offer~~terms anand ~~overall lower cost of capital compared to other special purpose acquisition companies~~conditions.

We utilize our diverse management team’s vast network (including our global board of directors and advisors) to source and identify potential targets as well as utilize our deep understanding of global markets and corporate strategy to execute our initial business combination. Through our management team, board of directors and advisors, we have exposure to a network of venture-backed companies, private equity sponsors, family offices and founders of various companies as well as strong relationships with investment bankers, management teams, lawyers and consultants who we believe provide us with a robust opportunity pipeline. 4

~~Our management team has broad experience in:~~ Registration Statement

•As promptly ~~investing~~as inreasonably ~~and~~practicable ~~growing~~after ~~real~~the ~~estate~~date ~~and~~of ~~technology~~the ~~companies~~Business Combination Agreement, ~~both~~the ~~organically~~parties will prepare and ~~through~~file ~~strategic~~with ~~transactions~~the Securities and Exchange Commission (the “SEC”) a registration statement on Form F-4 (the “Registration Statement”), which will include a prospectus with respect to PubCo’s securities to be issued in connection with the Business Combination Agreement and ~~expanding~~a ~~strategy~~proxy statement to be distributed to SPAC’s public shareholders in connection with SPAC’s solicitation of proxies for the vote by SPAC’s shareholders with respect to the proposed business combination and ~~product~~other ~~development;~~matters to be described in the Registration Statement.

~~• operating companies~~ Representations and ~~teams in the real estate, technology and financial industries during periods of market growth, and disruption and through major world events;~~Warranties

•The Business ~~identifying~~Combination Agreement contains customary representations and warranties of the parties, ~~structuring~~in each case relating to, ~~acquiring~~among other things, their ability to enter into the Business Combination Agreement and ~~selling~~their ~~businesses~~outstanding incapitalization. ~~domestic~~The representations and warranties ~~foreign~~will ~~markets;~~not survive the Closing, and the Business Combination Agreement does not provide for indemnification with respect to any of the representations and warranties of the parties thereto.

~~• building and maintaining strong relationships with entrepreneurs, management teams and capital providers; and~~Covenants

•The Business ~~enhancing~~Combination ~~company~~Agreement ~~operations~~contains customary covenants of the parties, including, among others, covenants requiring (i) the parties to conduct their respective businesses in the ordinary course through the Closing Date, (ii) the parties not to solicit, initiate, submit, facilitate, discuss or negotiate with ~~innovative~~third ~~technological~~parties ~~solutions~~regarding alternative transactions and comply with certain related restrictions, (iii) the parties to prepare, and PubCo to file, the Registration Statement with the SEC and (iv) SPAC and the Companies using commercially reasonable efforts to execute financing agreements raising $25.75 million or more in aggregate gross proceeds prior to or at the Closing.

When combined, we believe that our management team’s individual experiences across real estate, technology and finance are a key differentiator in conducting the sourcing and execution of our initial business combination. We expect our management team to be able to leverage its experiences to identify multiple value creation factors beneficial to our stakeholders and the operational efficiency of our combined business, as well as position us to identify an attractive target company and subsequently close an initial business combination. Our management team dedicates time, resources, knowledge and network while conducting the due diligence process in an effort to execute our initial business combination in the most effective manner. Governance

~~Our~~ The Business Combination ~~Criteria~~Agreement provides that, immediately following the Closing, the board of directors of PubCo (i) will consist of one (1) director designated in writing by SPAC, reasonably acceptable to Lancaster and qualifying as an independent director, and up to six (6) other directors designated in writing by Lancaster, after consultation with SPAC, and (ii) will be divided into three (3) classes of directors with staggered terms. The management team of PubCo immediately following the Closing will consist solely of Lancaster’s current management team.

~~Consistent~~Closing; Conditions with our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses. We are using these criteria and guidelines in evaluating initial business combination opportunities, but we may decide to enter into our initial business combination with a target business that does not meet all of these criteria and guidelines. We are seeking to identify and acquire high-quality companies that have the following characteristics: Closing

•The Closing ~~Large and Growing Real Estate Technology Market: We~~ will ~~seek~~occur towithin ~~invest~~three in(3) aBusiness ~~business~~Days ~~that~~following ~~provides~~the ~~technology~~satisfaction or ~~technology-enabled~~waiver ~~solutions~~of ~~for~~all ~~individuals,~~of ~~government or commercial entities participating in~~ the ~~real~~closing ~~estate ecosystem. The real estate technology sector is poised for long-term sustainable growth and provides numerous~~conditions, ~~large~~or ~~market~~at ~~opportunities.~~such Byother time ~~leveraging~~or ~~our~~in ~~deep~~such ~~and~~other ~~extensive~~manner ~~network~~as ~~and~~agreed ~~insights~~upon weby ~~have~~SPAC ~~established across our real estate, technology~~ and ~~entrepreneurial endeavors, we believe we can identify a target that has~~ the ~~potential~~Companies ~~to capture meaningful market share~~ in ~~an attractive market segment~~writing.

•The obligations ~~Sustainable~~of ~~and~~the ~~Equitable~~parties ~~Business~~to ~~Principles:~~consummate Wethe ~~will~~Transactions ~~seek~~are subject to ~~invest~~the insatisfaction aor ~~business~~waiver ~~that~~of ~~has~~the afollowing ~~vision~~closing ~~guided~~conditions: (i) byeach ~~environmental~~of the SPAC Shareholders’ Approval, ~~equitable~~the Selling Shareholder’s Approval and ~~societal~~the ~~principles~~Merger Sub Shareholder’s Approval shall have been obtained; (ii) the Registration Statement having become effective under the Securities Act; (iii) PubCo’s initial listing application with Nasdaq will have been conditionally approved and, immediately following the Closing, PubCo will satisfy any applicable listing requirements of Nasdaq; (iv) no governmental authority will have enacted, issued, promulgated, enforced, or entered any law or governmental order that itmakes ~~embraces~~the ~~these~~Closing ~~values~~illegal or otherwise prevents the Closing; (v) the gross amount of cash available in ~~its~~SPAC’s ~~business~~trust ~~operations.~~account Wefollowing ~~believe~~redemptions ~~these~~of ~~principles~~SPAC public shares, less certain transaction expense amounts and plus the aggregate gross amount of Permitted Financing proceeds that have been (or will be) ~~important~~funded, towill ~~capture~~be not less than $5.0 million; (vi) certain corporate actions, including a ~~premium~~reorganization ~~valuation~~of inthe Companies, having been completed, and (vii) receipt of any required regulatory approvals (including of the ~~long-term~~TSX ~~for~~Venture ~~our~~Exchange ~~investors~~(“TSX-V”)), and (viii) other customary closing conditions set forth in the ~~company~~Business Combination Agreement.

4 5

~~Table of Contents~~Termination

•The Business ~~Cross~~Combination ~~Industry~~Agreement ~~Vertical~~may ~~Platform:~~be Weterminated ~~will~~and ~~seek~~the toTransactions ~~acquire~~may abe ~~company~~abandoned ~~that~~at isany ~~well-positioned~~time prior to ~~expand~~the ~~into~~effective ~~multiple~~time ~~industry~~of ~~verticals based on~~ the Merger, ~~fundamentals~~as ~~that the technology platform offers. We believe this will best position us for significant long-term growth opportunities beyond serving a niche market.~~follows:

•● ~~Attractive,~~by ~~Stable~~mutual ~~Business~~written ~~Model~~consent ~~with Underlying Growth Drivers: We intend to invest in a company that has established growing revenue streams, and that has clearly demonstrated economies~~ of ~~scale.~~SPAC ~~A successful growth story with demonstrated resiliency can generate meaningful value creation~~ and ~~a winning business proposition.~~Lancaster;

•● ~~Best-in-class~~by ~~and~~either ~~Defensible~~Lancaster ~~Products and/~~or ~~Solution:~~SPAC Weif ~~will~~the ~~seek~~Closing ahas ~~company~~not ~~with~~occurred anby ~~established~~March ~~and~~11, ~~growing~~2026 ~~customer~~(and ~~base~~no ~~that~~material ~~has~~breach ~~products~~of orthe ~~solutions~~Business ~~that~~Combination ~~are~~Agreement ~~superior~~by tothe ~~its~~party ~~competitors.~~seeking Weto ~~seek~~terminate ~~opportunities~~primarily ~~that~~caused ~~have~~or aresulted ~~highly~~in ~~defensible,~~the ~~well-tested~~failure ~~solution.~~of Wethe ~~believe~~Transactions ~~that a company with these high barriers~~ to ~~entry~~be ~~against~~consummated ~~new~~by ~~potential~~such ~~market entrants will position us favorably in the long-term.~~time);

•● ~~Strong Business Fundamentals Underpinned~~ by ~~Attractive~~either ~~Key~~Lancaster ~~Metrics:~~or WeSPAC ~~will~~if ~~review~~any ~~and~~governmental ~~determine~~authority ~~key~~has ~~operating metrics such as recurring revenues~~enacted, ~~product life cycle~~issued, ~~cohort growth~~promulgated, ~~retention rates~~enforced, ~~unit~~or ~~economics,~~entered ~~cross-sell~~any ~~and~~governmental ~~up-sell~~order ~~success~~which orhas ~~customer~~become ~~acquisition~~final toand ~~focus~~nonappealable onand ~~businesses~~has ~~whose~~the ~~products~~effect orof ~~services~~making ~~are~~consummation ~~differentiated~~of orthe ~~where~~Transactions weillegal ~~see~~or anotherwise ~~opportunity~~preventing toor ~~create~~prohibiting ~~value~~consummation byof ~~implementing~~the ~~best practices.~~Transactions;

•● ~~Experienced~~by ~~Management~~either ~~Team with a Successful Track Record: We will seek a company that has a world-class management team that can operate under~~ the ~~public~~Lancaster ~~domain~~or ~~with~~SPAC ~~robust~~if ~~corporate governance and reporting policies in place. We will seek a management team that has relevant experience with~~ the ~~ability~~SPAC toshareholders ~~use~~do ~~their~~not ~~public~~approve ~~profile to drive growth, long-term profitability and value creation to drive further optimism into~~ the ~~future.~~Transactions;

•● ~~Benefit~~by ~~from~~SPAC ~~Being~~if ~~a Public Company: We will seek to invest in a company that will benefit from being public and can effectively utilize~~ the ~~broader~~Selling ~~access~~Shareholder todoes ~~capital~~not toapprove ~~pursue accretive acquisitions, high-return capital projects and manage~~ the ~~balance sheet with a disciplined, capital efficient approach.~~Transactions;

•● ~~Unlock~~by ~~Hidden~~SPAC orif ~~Unrealized~~the ~~Value:~~Companies Wefail ~~will~~to ~~seek~~deliver aeither ~~company~~of ~~that~~the ~~has~~Technical ~~unrecognized~~Report ~~value~~Summary or ~~other~~Lancaster’s ~~attributes~~2024 ~~that have been under-evaluated by the market based on our company-specific analysis~~ and ~~due~~2023 ~~diligence~~audited ~~review.~~financial Westatements ~~believe that this will represent upside in public markets. We see an opportunity to unlock value based~~ on ~~our~~or ~~deep~~before ~~industry~~August ~~knowledge~~31, ~~and expertise.~~2025;

•● ~~Clear~~by ~~Path~~SPAC ~~for Expansion Opportunities and Operational Improvements~~if: We(i) ~~intend~~any toCompany ~~seek a company that has significant embedded~~ or ~~underexploited~~any ~~expansion~~of ~~opportunities~~their ~~that~~subsidiaries ~~would~~enters ~~benefit~~into ~~from~~bankruptcy, ~~our~~receivership, ~~ability to drive improvements in the company’s processes~~administration, ~~strategy~~restructuring, ~~product~~corporate rescue or ~~service~~other ~~offering~~similar ~~and~~proceedings ~~geographical~~or ~~presence.~~(ii) ~~This can also be accomplished through~~ a ~~combination~~liquidator, ofadministrator, ~~accelerating~~restructuring ~~organic~~officer, ~~growth~~ or ~~finding~~similar ~~attractive~~person ~~add-on~~is ~~acquisition~~appointed ~~targets~~on ~~for~~behalf ~~operational~~of ~~improvements.~~a ~~We believe we can drive meaningful operational improvements and efficiency gains to further differentiate our market positioning.~~Company;

~~These~~● ~~criteria~~by ~~are~~either ~~not~~the ~~intended~~Companies toor beSPAC ~~exhaustive.~~upon ~~Any~~a ~~evaluation~~material ~~relating~~breach ~~to the merits~~ of aany ~~particular~~representation, ~~initial business combination may be based~~warranty, ~~to the extent relevant~~covenant, onor ~~these~~agreement ~~general guidelines as well as~~ on ~~other considerations, factors and criteria that our management may deem relevant. In~~ the ~~event~~part ~~that~~of ~~we decide to enter into our initial business combination with a target business that does not meet~~ the ~~above~~other ~~criteria~~in ~~and guidelines, we will disclose that~~ the ~~target~~Business ~~business~~Combination ~~does~~Agreement ~~not~~or ~~meet the above criteria~~ in ~~our~~any ~~stockholder~~other ~~communications~~agreements ~~related~~relating to ~~our~~the ~~initial~~Transactions ~~business~~and ~~combination,~~such ~~which,~~breach asis ~~discussed~~not incured ~~this~~within ~~report,~~thirty ~~would~~(30) bedays infollowing ~~the~~receipt ~~form~~ of ~~tender~~a ~~offer~~written ~~documents~~notice orof ~~proxy~~such ~~solicitation~~breach; ~~materials that we would file with the Securities and Exchange Commission (“SEC”).~~ or

~~Initial~~● ~~Business~~by ~~Combination~~written notice from Lancaster to SPAC if the closing of a convertible note transaction between Lancaster and CIIG Management III LLC, a Delaware limited liability company and an existing sponsor of SPAC (“CIIG III”), which is conditioned on the public filing of the Registration Statement, is not consummated in accordance with the terms of the convertible note.

SoIf the ~~long~~Business asCombination ~~our~~Agreement ~~securities~~is ~~are~~terminated, ~~then~~the ~~listed~~Business Combination Agreement will become void and have no effect, without any liability on the ~~New~~part ~~York~~of ~~Stock~~any ~~Exchange~~party ~~(“NYSE”)~~thereto or its respective affiliates, ~~our~~officers, ~~initial~~directors, ~~business~~or ~~combination~~shareholders, ~~must~~other ~~occur~~than ~~with~~liability ~~one~~of the Companies or ~~more~~SPAC, ~~target~~as ~~businesses~~the ~~that~~case ~~together~~may ~~have~~be, anfor ~~aggregate~~fraud ~~fair~~or ~~market~~for ~~value~~any willful and material breach of the Business Combination Agreement occurring prior to such termination.

5Shareholder Support Agreement

~~Table~~Concurrently with the execution and delivery of ~~Contents~~the Business Combination Agreement, the Selling Shareholder, SPAC, and the Companies entered into a Shareholder Support Agreement (the “Shareholder Support Agreement”), pursuant to which, among other things, and subject to the terms and conditions set forth therein, the Selling Shareholder agreed to, among other things:

ata) ~~least~~vote ~~80%~~all ofshares ~~the net assets held~~ in the ~~trust~~Companies ~~account~~held ~~(excluding~~directly ~~any~~or ~~deferred~~indirectly ~~underwriting~~by ~~commissions and taxes payable on~~ the ~~interest~~Selling ~~earned~~Shareholder ~~on the trust account) at the time of signing a definitive agreement~~ in ~~connection~~favor ~~with our initial business combination. While we consider it unlikely that our board will not be able to make an independent determination~~ of the ~~fair~~Business ~~market~~Combination ~~value of a target business or businesses~~Agreement, ~~it may be unable to do so if~~ the ~~board~~Transactions, isand ~~less~~any ~~familiar~~related oractions, ~~experienced~~and ~~with~~against ~~the~~any ~~target~~other ~~company’s~~transaction ~~business~~ or ifproposal ~~there~~intended, ~~is a significant amount of uncertainty as to the value of the target company’s assets~~ or ~~prospects.~~that Ifwould ~~our~~reasonably ~~board~~be ofexpected, ~~directors is not able~~ to ~~independently~~prevent, ~~determine~~impede, ~~the~~interfere ~~fair market value of our initial business combination (including~~ with, ~~the assistance of financial advisors)~~delay, wepostpone ~~will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority (“FINRA”)~~ or aadversely ~~valuation~~affect ~~or appraisal firm with respect to~~ the ~~satisfaction~~Transactions ofin ~~such criteria. Since~~ any ~~opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes~~ material ~~information~~respect ~~regarding~~or ~~the~~result ~~valuation~~in ~~of a target business or~~ the ~~consideration~~failure to besatisfy ~~provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law,~~ any ~~proxy~~closing ~~statement~~condition ~~that~~set weforth ~~deliver~~in ~~to shareholders and file with~~ the ~~SEC~~Business inCombination ~~connection with a proposed transaction will include such opinion.~~ Agreement;

~~We anticipate structuring our initial business combination so that the post-business combination company in which our holders of the Public Shares (“Public Shareholders”~~b) ~~own~~take shares will own or acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that the post-transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the initial business combination may collectively own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all ofactions ~~the~~reasonably ~~outstanding~~necessary capital stock, shares or other equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders, immediately prior to ~~our~~consummate ~~initial business combination, could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of~~ the ~~equity~~Transactions; interests or assets of a target business or businesses are owned or acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable. In addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsors.

Wec) ~~are~~ not ~~prohibited~~transfer ~~from~~any ~~pursuing~~shares anin ~~initial~~any ~~business~~Company ~~combination~~held ~~with~~directly ~~a company that is affiliated with our sponsors, officers~~ or ~~directors,~~indirectly orby ~~completing~~ the ~~business~~Selling ~~combination through a joint venture or other form of shared ownership with our sponsors~~Shareholder, ~~officers~~subject ~~or directors. In the event we seek~~ to ~~complete~~certain an initial business combination with a target that is affiliated with our sponsors, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of viewexceptions.

Members of our management team and our independent directors will directly or indirectly own Founder Shares and/or Private Placement Warrants following this offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with 6

6The Selling Shareholder also agreed not to commence, join in, facilitate, assist, or encourage any claim against SPAC, Merger Sub, PubCo, the Companies, or any of their respective successors or directors challenging the validity of, or seeking to enjoin the operation of, any provision of the Shareholder Support Agreement or alleging a breach of any fiduciary duty in connection with the evaluation, negotiation, or entry into the Business Combination Agreement or any other agreement in connection with the Transactions.

~~Table~~This Shareholder Support Agreement shall terminate upon the earliest to occur of ~~Contents~~(a) the Expiration Time (as defined in the Shareholder Support Agreement) and (b) the mutual written agreement of SPAC, the Companies, and the Selling Shareholder.

Sponsor ~~respect~~Support to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. Agreement

~~Each~~CIIG III, ofthe ~~our~~Companies, ~~officers and directors presently has~~SPAC, and ~~any~~certain ofinvestors ~~them~~ in ~~the~~SPAC ~~future~~named ~~may~~therein have, ~~additional~~executed ~~fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be required to present~~ a ~~business~~Sponsor ~~combination~~Support ~~opportunity~~Agreement to(the ~~such~~“Sponsor ~~entity. Accordingly~~Support Agreement”), ~~they~~pursuant ~~may have conflicts of interest in determining~~ to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us, ~~subject~~among toother ~~their fiduciary duties under Cayman Islands law. Our second amended and restated memorandum and articles of association provide that~~things, ~~to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except~~ and tosubject ~~the extent expressly assumed by contract,~~ to ~~refrain from engaging directly or indirectly in~~ the ~~same~~terms ~~or similar business activities or lines of business as us;~~ and ~~(ii) we~~conditions ~~renounce~~set ~~any~~forth ~~interest or expectancy in~~therein, orCIIG inIII ~~being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand,~~ and ~~us, on the~~ certain other. Weinvestors doin ~~not~~SPAC ~~believe,~~have ~~however,~~agreed ~~that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability~~ to ~~complete our initial business combination.~~ :

Ina) ~~addition,~~vote ~~our~~all ~~sponsors,~~of ~~Anchor~~their ~~Investor~~shares ~~and~~of ~~our~~SPAC’s ~~officers~~Founder ~~and~~Shares ~~directors~~in ~~may~~favor ~~sponsor~~of orthe ~~form~~Business ~~other~~Combination ~~special~~Agreement, ~~purpose~~the ~~acquisition~~Transactions, ~~companies~~and ~~similar~~any torelated ~~ours~~actions, orand ~~may~~against ~~pursue~~any other ~~business~~transaction or ~~investment~~proposal ~~ventures~~that ~~during~~would ~~the~~reasonably ~~period~~be inexpected, ~~which~~to weimpede, ~~are~~interfere ~~seeking~~with, anmaterially ~~initial business combination. Any such companies~~delay, ~~businesses~~postpone or ~~investments~~adversely ~~may~~affect ~~present~~the ~~additional~~Transactions ~~conflicts of interest~~ in ~~pursuing~~any anmaterial ~~initial~~respect ~~business~~or ~~combination.~~result ~~However,~~in wethe dofailure ~~not~~to ~~believe~~satisfy ~~that~~ any ~~such~~closing ~~potential~~conditions ~~conflicts~~set ~~would~~forth ~~materially~~in ~~affect~~the ~~our~~Business ~~ability~~Combination ~~to complete our initial business combination.~~ Agreement;

~~Corporate~~b) ~~Information~~take all actions reasonably necessary to consummate the Transactions, and

~~Our executive offices are located at 28 West 25th Street, Floor 6, New York, New York 10010 and our telephone number is (212~~c) ~~563-6400.~~not ~~Our~~transfer ~~corporate~~or ~~website~~redeem ~~address~~any isshares ~~www.crownproptech.com.~~of ~~Our~~SPAC’s ~~website~~Founder ~~and~~Shares ~~the information contained on,~~ or ~~that~~SPAC ~~can~~warrants beheld ~~accessed~~by ~~through,~~them ~~the~~prior ~~website is not deemed~~ to ~~be incorporated by reference in~~Closing, ~~and~~subject isto ~~not~~certain ~~considered part of, this Annual Report~~exceptions.

~~Emerging~~CIIG III ~~Growth~~also ~~Company~~agreed to waive certain rights under SPAC’s organizational documents related to the adjustment of the Initial Conversion Ratio (as defined in the Sponsor Support Agreement) in connection with the Transactions. Additionally, CIIG III committed to not demand redemption of its Founder Shares or commence any claims against SPAC or the Companies related to the negotiation or execution of the Business Combination Agreement.

WeA portion ~~are an “emerging growth company,” as defined in Section 2(a)~~ of the ~~Securities~~PubCo ~~Act~~Ordinary ofShares ~~1933,~~issued asto ~~amended~~CIIG ~~(the~~III ~~“Securities~~with ~~Act”),~~respect asto ~~modified by~~ the ~~Jumpstart~~SPAC ~~Our~~Founder ~~Business~~Shares ~~Startups~~held ~~Act~~by ofCIIG ~~2012~~III ~~(the~~may ~~“JOBS~~be ~~Act”).~~placed Asinto ~~such,~~escrow at weClosing ~~are~~based ~~eligible~~on tothe ~~take~~amount ~~advantage~~ of ~~certain~~Available ~~exemptions~~Gross ~~from~~SPAC ~~various~~Cash ~~reporting~~(as ~~requirements~~defined ~~that~~in ~~are~~the ~~applicable~~Business toCombination ~~other~~Agreement). ~~public~~Such ~~companies~~shares ~~that~~ are ~~not “emerging growth companies” including, but not limited~~ subject to, ~~not~~release ~~being~~upon ~~required~~achieving tocertain ~~comply~~share ~~with~~price ~~the~~thresholds ~~auditor~~during ~~attestation requirements of Section 404 of~~ the ~~Sarbanes-Oxley~~Sponsor ~~Act~~Earnout ofPeriod ~~2002,~~(as ordefined ~~the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation~~ in ~~our~~the ~~periodic~~Sponsor ~~reports~~Support ~~and~~Agreement). In ~~proxy statements, and exemptions from~~ the ~~requirements~~event of ~~holding~~ a ~~non-binding~~change ~~advisory vote on executive compensation and shareholder approval~~ of ~~any~~control ~~golden~~during ~~parachute~~the ~~payments~~Sponsor ~~not~~Earnout ~~previously~~Period, ~~approved.~~the Ifvesting ~~some~~requirements ~~investors~~will ~~find~~be ~~our~~deemed ~~securities less attractive as a result~~satisfied, ~~there may be a less active trading market for our securities~~ and ~~the~~any ~~prices~~remaining CIIG ofIII ~~our~~escrow ~~securities~~shares ~~may~~will be ~~more volatile~~released.

InThis Sponsor ~~addition,~~Support ~~Section 107~~Agreement ofshall ~~the~~automatically ~~JOBS~~terminate ~~Act~~upon ~~also~~the ~~provides~~earliest ~~that an “emerging growth company” can take advantage~~ of the ~~extended~~valid ~~transition~~termination ~~period provided in Section 7(a)(2)(B)~~ of the ~~Securities~~Business ~~Act~~Combination ~~for complying with new~~ Agreement or ~~revised~~mutual ~~accounting~~written ~~standards.~~agreement Inof ~~other~~the ~~words~~parties, anprovided ~~“emerging~~that ~~growth~~such ~~company”~~termination ~~can~~does ~~delay~~not ~~the~~relieve ~~adoption~~liability offor ~~certain~~pre-termination ~~accounting standards until those standards would otherwise apply to private companies~~breaches. ~~We intend to take advantage of the benefits of this extended transition period.~~

We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which we have total 7

7Registration Rights and Lock-Up Agreement

~~Table~~In connection and concurrently with the Closing, PubCo, CIIG III, Crown PropTech Sponsor, LLC (together with CIIG III, the “Sponsors”), SPAC, and certain shareholders of ~~Contents~~the SPAC and the Company (such SPAC and Company shareholders, together with the Sponsors, the “Holders”) will enter into a Registration Rights and Lock-Up Agreement substantially in the form attached as Exhibit A to the Business Combination Agreement (the “Registration Rights and Lock-Up Agreement”). Pursuant to the terms of the Registration Rights and Lock-Up Agreement, PubCo will grant the Holders certain registration rights with respect to their securities.

Effective ~~annual~~upon ~~gross~~the ~~revenue of at least $1.235 billion~~Closing, orPubCo ~~(c) in~~will ~~which~~file wea ~~are~~registration ~~deemed~~statement towith bethe aSEC ~~large~~within ~~accelerated~~15 ~~filer,~~business ~~which~~days ~~means~~to register the ~~market~~resale ~~value~~ of ~~our~~all ~~Class A~~Holders’ Registrable ~~ordinary~~Securities ~~shares~~on ~~that~~a ~~are~~continuous ~~held~~basis byand ~~non-affiliates~~will ~~equals~~use orits ~~exceeds~~reasonable ~~$700 million~~best asefforts ofto ~~the~~have ~~prior June 30, and (2)~~ the ~~date~~Registration onStatement ~~which~~declared weeffective as ~~have~~soon ~~issued~~as ~~more~~reasonably ~~than $1~~practicable.0 ~~billion~~Holders inwill ~~non-convertible~~also ~~debt~~be ~~securities~~entitled ~~during the prior three-year period. References herein~~ to ~~“emerging~~customary ~~growth~~demand ~~company”~~and ~~will~~piggyback ~~have~~registration ~~the~~rights, ~~meaning~~subject ~~associated~~to ~~with it in the JOBS Act~~certain limitations.

~~Additionally,~~The Registration weRights ~~are~~and ~~a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S~~Lock-K.Up ~~Smaller~~Agreement ~~reporting~~also ~~companies~~imposes ~~may~~transfer ~~take~~restrictions ~~advantage~~on of80% ~~certain reduced disclosure obligations, including, among other things, providing only two years~~ of ~~audited~~each ~~financial~~Holder’s ~~statements.~~securities ~~We will remain a smaller reporting company until~~ (the ~~last~~“Lock-Up Shares”) ~~day~~during ~~of any fiscal year for so long as either (1)~~ the ~~market value of our ordinary shares held by non~~Lock-~~affiliates~~Up ~~did~~Period ~~not exceed $250 million~~ (as ofdefined ~~the prior June 30~~below), orsubject ~~(2) our~~to ~~annual~~certain ~~revenues~~adjustments. ~~did~~The ~~not exceed $100 million during such completed fiscal year and the market value of our ordinary shares held by non~~“Lock-~~affiliates~~Up ~~did~~Period” ~~not~~is ~~exceed $700 million~~ defined as of the ~~prior June 30.~~ following:

~~Financial~~Sponsors and ~~Position~~SPAC shareholders:

~~With~~● ~~funds~~33% ~~available~~released ~~for~~three amonths ~~business combination in the amount of approximately $42,730,488.52 as of February 9, 2023,~~ after ~~payment of an aggregate redemption amount of approximately $238,305,063.72 as a result of~~ the ~~approval~~Closing of the Extension Proposal, we offer a target business a variety of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratioDate. Because we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

~~Effecting~~● ~~Our~~33% ~~Initial~~released ~~Business~~six ~~Combination~~months after the Closing Date.

~~General~~● 34% released nine months after the Closing Date.

We are not presently engaged in, and we will not engage in, any operations other than pursuing and reviewing potential opportunities for the initial business combination. We intend to effectuate our initial business combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of the sale of our shares in connection with our initial business combination (pursuant to forward purchase agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to a bank or other lenders or the owners of the target, or a combination of the foregoing. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. Company shareholders:

If● ~~our~~33% ~~initial business combination is paid for using equity or debt securities, or not all of the funds~~ released ~~from~~twelve ~~the~~months ~~trust~~after ~~account are used for payment of~~ the ~~consideration~~Closing in connection with our initial business combination or used for redemptions of our Public Shares, we may use the balance of the cash released to us from the trust account following the closing for general corporate purposes, including the maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capitalDate.

On● ~~November 10,~~33% ~~2021~~released weeighteen ~~entered~~months ~~into~~after ~~a business combination agreement (~~the ~~“Business~~Closing ~~Combination Agreement” and the transactions contemplated therein the “Brivo Business Combination), by and among the Company, Crown PropTech Merger Sub I Corp~~Date.~~, a Delaware corporation and wholly owned subsidiary of the Company, Crown PropTech Merger Sub II LLC, a Delaware limited liability company and wholly owned~~

8● 34% released twenty-four months after the Closing Date.

~~Table~~Exceptions to ofthe ~~Contents~~lock-up include transfers to immediate family members, affiliates, or entities controlled by the Holder, among other specified permitted transferees (provided these transferees agree to be bound by the same lock-up restrictions).

Assignment, ~~subsidiary~~Assumption ~~of the Company~~ and ~~Brivo,~~Amendment Inc., a Nevada corporation (“Brivo”). On August 10, 2022, the Company received a notice of election from Brivo, notifying the Company that Brivo had elected to terminate the Brivo Business Combination. As a result of such election, the Brivo Business Combination was immediately terminated and each of the following agreements entered into in connection with the Brivo Business Combination was automatically terminated with no further force or effect: (i) the Brivo Business Combination Agreement, (ii) the Amended and Restated Registration Rights Agreement (as defined below), (iii) the subscription agreements by and among the Company and certain investors in connection with the Brivo Business Combination and (iv) the Support Agreement (including any amendments thereto) (as defined in the Business Combination Agreement). Accordingly, the registration statement on Form S-4 filed in connection with the Brivo Business Combination (File No. 333-261857) was withdrawn and the parties are no longer actively engaged in discussions regarding the potential initial business combination.

WeIn connection ~~have~~and ~~not~~concurrently ~~selected~~with ~~another~~the ~~specific~~Closing, ~~initial~~PubCo, ~~business~~SPAC, ~~combination~~and ~~target.~~Continental ~~While~~Stock weTransfer ~~may~~& ~~pursue~~Trust anCompany ~~initial~~(the ~~business~~“Warrant ~~combination~~Agent”) will ~~target~~enter ininto ~~any~~an ~~industry~~assignment, weassumption ~~intend~~and amendment agreement to ~~concentrate~~the ~~our~~existing ~~efforts~~warrant inagreement, ~~identifying~~dated ~~businesses~~February ~~that~~8, ~~provide~~2021, ~~technological~~between SPAC ~~innovation~~and Warrant Agent to provide holders of the ~~real~~SPAC’s ~~estate~~warrants ~~industry~~with orwarrants ~~real~~to ~~estate~~purchase ~~technology.~~Pubco ordinary shares.

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. 8

We may seek to raise additional funds through a private offering of equity or debt securities in connection with the completion of our initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds of the Initial Business ~~Public~~Combination offering and the sale of the Private Placement Warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by Public Shareholders, we may be required to obtain additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we will complete such financing only simultaneously with the completion of our initial business combination. Our proxy materials, disclosing the initial business combination, will disclose the terms of the financing and, only if required by law, will we seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may enter into following consummation of the Initial Public offering. None of our sponsors, officers, directors or shareholders are required to provide any financing to us in connection with or after our initial business combination.

~~Sources~~So 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 ~~Target~~at ~~Businesses~~least 80% of the net assets held in the trust account (excluding any deferred underwriting commissions and taxes payable on the interest earned on the trust account) at the time of signing a definitive agreement in connection with our initial business combination. While we consider it unlikely that our board will not be able to make an independent determination of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with the target company’s business or if there is a significant amount of uncertainty as to the value of the target company’s assets or prospects. If our board of directors is not able to independently determine the fair market value of our initial business combination (including with the assistance of financial advisors), we will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority (“FINRA”) or a valuation or appraisal firm with respect to the satisfaction of such criteria. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of net assets threshold, unless such opinion includes material information regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will include such opinion.

~~Target~~We anticipate structuring our initial business ~~candidates~~combination ~~are~~so ~~brought~~that tothe post-business combination company in which our ~~attention~~holders ~~from~~of ~~various~~the ~~unaffiliated~~Public Shares ~~sources,~~(“Public ~~including~~Shareholders”) ~~investment~~own ~~bankers~~shares ~~and~~will ~~private~~own ~~investment~~or ~~funds.~~acquire ~~Target~~100% ~~businesses~~of ~~may~~the ~~continue~~equity tointerests beor ~~brought~~assets toof the target business or businesses. We may, however, structure our ~~attention~~initial bybusiness combination such ~~unaffiliated~~that ~~sources~~the aspost-transaction acompany ~~result~~owns ofor ~~being~~acquires ~~solicited~~less than by100% usof ~~through~~such ~~calls~~interests or ~~mailings.~~assets ~~These~~of ~~sources~~the ~~may~~target ~~also~~business ~~introduce~~in usorder to meet certain objectives of the target ~~businesses~~management inteam ~~which~~or ~~they~~shareholders or ~~think~~for other reasons, but we ~~may~~will beonly ~~interested~~complete onsuch anbusiness ~~unsolicited~~combination ~~basis,~~if ~~since~~the ~~many~~post-transaction company owns or acquires 50% or more of ~~these~~the ~~sources~~outstanding ~~will~~voting ~~have~~securities ~~read~~of the ~~prospectus~~target ~~and~~or ~~know~~otherwise ~~what~~acquires ~~types~~a ofcontrolling ~~businesses~~interest wein ~~are~~the ~~targeting.~~target ~~Our~~sufficient ~~officers~~for ~~and~~it ~~directors,~~not asto be ~~well~~required to register as ~~their~~an ~~affiliates,~~investment ~~may~~company ~~also~~under ~~bring~~the toInvestment ~~our~~Company ~~attention~~Act. ~~target~~Even if the post-business ~~candidates~~combination company owns or acquires 50% or more of ~~which~~the ~~they~~voting ~~become~~securities ~~aware~~of ~~through~~the ~~their~~target, our shareholders prior to the initial business ~~contacts~~combination asmay collectively own a ~~result~~minority ofinterest ~~formal~~in orthe ~~informal~~post-business ~~inquiries~~combination orcompany, ~~discussions~~depending ~~they~~on ~~may~~valuations ~~have,~~ascribed asto ~~well~~the astarget ~~attending~~and ~~trade~~us ~~shows~~in orthe ~~conventions~~initial business combination. InFor ~~addition~~example, we ~~may~~could ~~receive~~pursue a transaction in which we issue a substantial number of ~~proprietary~~new ~~deal~~shares ~~flow~~in ~~opportunities~~exchange ~~that~~for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would ~~not~~acquire ~~otherwise~~a ~~necessarily~~100% becontrolling interest ~~available~~in tothe ustarget. However, as a result of the ~~track~~issuance ~~record~~of ~~and~~a substantial number of new shares, our shareholders, immediately prior to our initial business ~~relationships~~combination, could own less than a majority of our ~~officers~~outstanding ~~and~~shares ~~directors.~~subsequent ~~While~~to weour doinitial ~~not~~business ~~anticipate~~combination. If ~~engaging~~less than 100% of the ~~services~~equity interests or assets of ~~professional~~a ~~firms~~target business or ~~other~~businesses ~~individuals~~are ~~that~~owned ~~specialize~~or inacquired by the post-business ~~acquisitions~~combination company, onthe ~~any~~portion ~~formal~~of ~~basis,~~such webusiness ~~may~~or ~~engage~~businesses ~~these~~that ~~firms~~is owned or ~~other~~acquired ~~individuals~~is inwhat will be valued for purposes of the ~~future~~80% of net assets test. If the business combination involves more than one target business, inthe ~~which~~80% ~~event~~of net assets test will be based on the aggregate value of all of the target businesses and we ~~may~~will ~~pay~~treat the target businesses together as the initial business combination for purposes of a ~~finder’s~~tender ~~fee~~offer or for seeking shareholder approval, ~~consulting~~as ~~fee~~applicable. orIn addition, we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsors.

9We are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsors, officers or directors, or completing the business combination through a joint venture or other form of shared ownership with our sponsors, officers or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsors, officers or directors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking firm that is a member of FINRA or a valuation or appraisal firm that such an initial business combination is fair to our company from a financial point of view.

~~Table~~Members of our management team and our independent directors will directly or indirectly own Founder Shares and/or Private Placement Warrants following this offering and, accordingly, may have a conflict of ~~Contents~~interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

other compensation to be determined in an arm’s-length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsors or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). On February 8, 2021, we agreed to pay Crown PropTech Sponsor or an affiliate thereof up to $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team (the “Administrative Support Payments”). Pursuant to a letter agreement, dated as of January 17, 2023, by and between the Company and Crown PropTech Sponsor, Crown PropTech Sponsor is no longer entitled to receive any Administrative Support Payments and the Company is no longer required to pay any such payments. As of the date of this Annual Report, we have not paid any Administrative Support Payments and do not expect to incur any related expenses in the near future. In the event we enter into another agreement for similar services, any such payments prior to our initial business combination will be made from funds held outside the trust account. Other than the foregoing, there will be no finder’s fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our sponsors, officers or directors, or any affiliate of our sponsors or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is). 9

WeEach of ~~are~~our ~~not~~officers ~~prohibited~~and ~~from~~directors ~~pursuing~~presently anhas, ~~initial~~and ~~business~~any ~~combination~~of ~~with~~them ain ~~business~~the ~~combination~~future ~~target~~may ~~that~~have, isadditional ~~affiliated~~fiduciary ~~with~~or ~~our~~contractual ~~sponsors,~~obligations to ~~officers~~other entities pursuant to which such officer or ~~directors,~~director is or ~~from~~will ~~completing~~be ~~the~~required to present a business combination ~~through~~opportunity ato such ~~joint~~entity. ~~venture~~Accordingly, orthey ~~other~~may ~~form~~have conflicts of ~~shared~~interest ~~ownership~~in ~~with~~determining ~~our~~to ~~sponsors,~~which ~~officers~~entity ora ~~directors~~particular business opportunity should be presented. InThese ~~the~~conflicts ~~event~~may wenot ~~seek~~be toresolved ~~complete~~in our ~~initial~~favor ~~business~~and ~~combination~~a ~~with~~potential atarget business ~~combination~~may ~~target~~be ~~that~~presented isto ~~affiliated~~another ~~with~~entity ~~our~~prior to ~~sponsors,~~its ~~officers~~presentation orto ~~directors~~us, ~~we,~~subject orto atheir ~~committee~~fiduciary duties under Cayman Islands law. Our fifth amended and restated memorandum and articles of ~~independent~~association ~~directors~~provide that, ~~would~~to ~~obtain~~the fullest extent permitted by applicable law: (i) no individual serving as a director or an ~~opinion~~officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from anengaging ~~independent~~directly ~~investment~~or ~~banking~~indirectly in ~~firm~~the ~~which~~same isor asimilar ~~member~~business activities or lines of ~~FINRA~~business oras aus; ~~valuation~~and (ii) we renounce any interest or ~~appraisal~~expectancy ~~firm~~in, ~~that~~or ~~such~~in being offered an ~~initial~~opportunity ~~business~~to ~~combination~~participate isin, ~~fair~~any topotential ~~our~~transaction ~~company~~or ~~from~~matter which may be a ~~financial~~corporate ~~point~~opportunity offor ~~view~~any director or officer, on the one hand, and us, on the other. We ~~are~~do not ~~required~~believe, tohowever, ~~obtain~~that ~~such~~the anfiduciary ~~opinion~~duties inor ~~any~~contractual ~~other~~obligations ~~context.~~of our officers or directors will materially affect our ability to complete our initial business combination.

~~Evaluation~~In addition, ofour asponsors, ~~Target~~Anchor ~~Business~~Investor and ~~Structuring~~our officers and directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional conflicts of ~~Our~~interest ~~Initial~~in ~~Business~~pursuing ~~Combination~~an initial business combination. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial business combination.

InCorporate Information evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

~~The~~Our executive ~~time~~offices ~~required~~are tolocated ~~select~~at ~~and~~40 ~~evaluate~~West a57th ~~target~~Street, ~~business~~29th ~~and to structure and complete our initial business combination~~Floor, ~~and~~New ~~the costs associated with this process~~York, ~~are~~New ~~not~~York ~~currently~~10019 ~~ascertainable~~and ~~with~~our ~~any~~telephone ~~degree~~number ofis ~~certainty~~(212) 796-4796. ~~Any~~Our ~~costs~~corporate ~~incurred~~website ~~with~~address ~~respect~~is towww.crownproptech.com. ~~the~~Our ~~identification~~website and ~~evaluation~~the ~~of,~~information ~~and~~contained ~~negotiation with~~on, aor ~~prospective~~that ~~target~~can ~~business~~be ~~with~~accessed through, ~~which~~the ~~our~~website ~~initial business combination~~ is not ~~ultimately~~deemed ~~completed~~to ~~will~~be ~~result~~incorporated inby ~~our~~reference ~~incurring~~in, ~~losses~~ and ~~will~~is ~~reduce the funds we can use to complete another business combination. The Company will~~ not ~~pay~~considered ~~any~~part ~~consulting fees to members~~ of ~~our management team~~, orthis ~~any~~Annual ~~of their respective affiliates, for services rendered to or in connection with our initial business combination~~Report.

~~Lack~~Emerging Growth ofCompany ~~Business Diversification~~

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

10In 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.

~~Table~~We will remain an emerging growth company until the earlier of ~~Contents~~(1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

Additionally, ~~the~~we ~~resources~~are toa ~~complete~~“smaller ~~business~~reporting ~~combinations~~company” ~~with~~as ~~multiple~~defined ~~entities~~ in ~~one~~Item 10(f)(1) of orRegulation ~~several~~S-K. ~~industries~~Smaller reporting companies may take advantage of certain reduced disclosure obligations, itincluding, isamong ~~probable~~other ~~that~~things, weproviding only two years of audited financial statements. We will ~~not~~remain ~~have~~a smaller reporting company until the ~~resources~~last today ~~diversify~~of ~~our~~any ~~operations~~fiscal year ~~and~~for ~~mitigate~~so long as either (1) the market ~~risks~~value of ~~being~~our inordinary ashares ~~single~~held ~~line~~by non-affiliates did not exceed $250 million as of ~~business.~~the Byprior ~~completing~~June 30, or (2) our annual ~~initial~~revenues ~~business~~did ~~combination~~not ~~with~~exceed ~~only~~$100 million aduring ~~single~~such ~~entity,~~completed fiscal year and the market value of our ~~lack~~ordinary shares held by non-affiliates did not exceed $700 million as of ~~diversification~~the ~~may:~~prior June 30.

• subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination; and10

•Effecting Our ~~cause~~Initial usBusiness toCombination ~~depend on the marketing and sale of a single product or limited number of products or services.~~

~~Limited Ability to Evaluate the Target’s Management Team~~ General

~~Although~~We are wenot ~~intend~~presently toengaged ~~closely~~in, ~~scrutinize~~and ~~the~~we ~~management~~will ofnot aengage ~~prospective~~in, ~~target~~any ~~business~~operations ~~when~~other ~~evaluating~~than ~~the~~pursuing ~~desirability~~and ofreviewing ~~effecting~~potential ~~our~~opportunities for the initial business combination. ~~with~~We ~~that~~intend ~~business,~~to effectuate our ~~assessment~~initial ~~of the target~~ business’s ~~management~~combination ~~may~~using ~~not~~cash ~~prove~~from tothe beproceeds ~~correct.~~of ~~In addition,~~ the ~~future~~Initial Public ~~management~~Offering ~~may~~and ~~not have~~ the ~~necessary~~Private ~~skills~~Placement, ~~qualifications~~the orproceeds ~~abilities~~of ~~to manage a public company. Furthermore,~~ the ~~future~~sale ~~role~~ of ~~members of~~ our ~~management~~shares ~~team, if any,~~ in ~~the~~connection ~~target business cannot presently be stated~~ with ~~any~~our ~~certainty.~~initial ~~The~~business ~~determination~~combination (pursuant as to ~~whether~~forward ~~any~~purchase ofagreements ~~the~~or ~~members~~backstop ofagreements ~~our~~we ~~management~~may ~~team~~enter ~~will~~into), ~~remain~~shares ~~with~~issued ~~the~~to ~~combined company will be made at~~ the ~~time~~owners of ~~our~~the ~~initial~~target, ~~business~~debt ~~combination.~~issued to ~~While~~a itbank isor ~~possible~~other ~~that~~lenders ~~one~~ or ~~more~~the owners of ~~our~~the ~~directors~~target, ~~will~~or ~~remain~~a ~~associated in some capacity with us following our initial business~~ combination, ~~it is unlikely that any~~ of ~~them~~the ~~will~~foregoing. ~~devote~~We ~~their~~may ~~full~~seek ~~efforts~~ to ~~our~~complete ~~affairs subsequent to~~ our initial business combination. ~~Moreover,~~with wea ~~cannot~~company ~~assure~~or ~~you~~business that ~~members~~may ofbe ~~our~~financially ~~management~~unstable ~~team~~or ~~will~~in ~~have~~its ~~significant~~early ~~experience~~stages of development or ~~knowledge~~growth, ~~relating~~which would subject us to the ~~operations~~numerous ofrisks ~~the~~inherent ~~particular~~in ~~target~~such ~~business.~~companies and businesses.

WeIf our ~~cannot~~initial ~~assure~~business ~~you~~combination ~~that~~is ~~any~~paid for using equity or debt securities, or not all of ~~our~~the ~~key~~funds ~~personnel~~released ~~will~~from ~~remain~~the trust account are used for payment of the consideration in ~~senior~~connection ~~management~~with our initial business combination or ~~advisory~~used ~~positions~~for ~~with~~redemptions of our Public Shares, we may use the ~~combined~~balance ~~company.~~of ~~The~~the ~~determination~~cash asreleased to ~~whether~~us ~~any~~from ofthe ~~our~~trust ~~key~~account ~~personnel~~following ~~will~~the ~~remain~~closing ~~with~~for general corporate purposes, including the ~~combined~~maintenance ~~company~~or ~~will~~expansion beof ~~made~~operations atof the ~~time~~post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination., to fund the purchase of other companies or for working capital.

~~Following~~ Although our ~~initial~~management ~~business~~will ~~combination,~~assess wethe ~~may~~risks ~~seek~~inherent toin ~~recruit~~a ~~additional~~particular ~~managers~~target tobusiness ~~supplement~~with ~~the~~which ~~incumbent~~we ~~management~~may ofcombine, ~~the~~we ~~target business. We~~ cannot assure you that wethis assessment will ~~have~~result ~~the~~in ~~ability~~our toidentifying ~~recruit~~all ~~additional~~risks ~~managers~~that a target business may encounter. Furthermore, orsome ~~that~~of ~~additional~~those ~~managers~~risks ~~will~~may ~~have~~be ~~the~~outside of ~~requisite~~our ~~skills~~control, ~~knowledge~~meaning orthat ~~experience~~we ~~necessary~~can do nothing to ~~enhance~~control or reduce the ~~incumbent~~chances ~~management.~~that those risks will adversely affect a target business.

~~Shareholders~~On July ~~May Not~~2, ~~Have~~2025 we entered into the ~~Ability~~Business toCombination ~~Approve~~Agreement. ~~Our~~For ~~Initial~~more information on the Business Combination Agreement, please see the Business Combination Agreement above.

We may ~~conduct~~seek ~~redemptions~~to ~~without~~raise additional funds through a ~~shareholder~~private ~~vote~~offering ~~pursuant~~of toequity or debt securities in connection with the ~~tender~~completion ~~offer~~of ~~rules~~ our initial business combination and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts ~~SEC~~held ~~subject~~in the trust account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the ~~provisions~~net proceeds of ~~our~~the ~~second~~Initial ~~amended~~Public offering and ~~restated~~the ~~memorandum~~sale of the Private Placement Warrants, and, ~~articles~~as a result, if the cash portion of ~~association~~the purchase price exceeds the amount available from the trust account, net of amounts needed to satisfy any redemptions by Public Shareholders, we may be required to obtain additional financing to complete such proposed initial business combination. ~~However~~Subject to compliance with applicable securities laws, we will complete such financing only simultaneously with the completion of our initial business combination. Our proxy materials, disclosing the initial business combination, will disclose the terms of the financing and, only if required by law, will we seek shareholder approval ifof itsuch financing. There is ~~required~~no bylimitation ~~applicable~~on ~~law~~our ability to raise funds through the issuance of equity or ~~stock~~equity-linked ~~exchange~~securities ~~listing~~or ~~requirement~~through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop agreements we may ~~decide~~enter into following consummation of the Initial Public offering. None of our sponsors, officers, directors or shareholders are required to ~~seek~~provide ~~shareholder~~any ~~approval~~financing ~~for~~to ~~business~~us in connection with or ~~other~~after ~~reasons.~~our initial business combination.

~~Under the NYSE’s listing rules, shareholder approval would typically be required for our initial business combination if, for example:~~ 11

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

•Target business ~~any~~candidates ofare brought to our ~~directors~~attention from various unaffiliated sources, ~~officers~~including orinvestment ~~substantial~~bankers ~~shareholder~~and (private investment funds. Target businesses may continue to be brought to our attention by such unaffiliated sources as ~~defined~~a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources will have read the ~~NYSE~~prospectus ~~rules)~~and ~~has~~know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business contacts as a 5%result of formal or ~~greater~~informal ~~interest~~inquiries (or ~~such~~discussions ~~persons~~they ~~collectively~~may have, aas ~~10%~~well as attending trade shows or conventions. ~~greater~~In ~~interest)~~addition, ~~directly~~we may receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and directors. While we do not anticipate engaging the services of professional firms or ~~indirectly~~other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or other individuals in the ~~target~~future, ~~business~~in which event we may pay a finder’s fee, consulting fee or ~~assets~~other compensation to be determined ~~acquired~~in an arm’s-length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in ~~the~~our ~~consideration~~best interest to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsors or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder’s fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is). On February 8, 2021, we agreed to pay Crown PropTech Sponsor or an affiliate thereof up to $15,000 per month for office space, utilities, secretarial and administrative support services provided to members of our management team (the ~~present~~“Administrative Support orPayments”). ~~potential~~Pursuant ~~issuance~~to a letter agreement, dated as of ~~ordinary~~January 17, ~~shares~~2023, ~~could~~by ~~result~~and between the Company and Crown PropTech Sponsor, Crown PropTech Sponsor is no longer entitled to receive any Administrative Support Payments and the Company is no longer required to pay any such payments. As of the date of this Annual Report, we have not paid any Administrative Support Payments and do not expect to incur any related expenses in anthe ~~increase~~near future. In the event we enter into another agreement for similar services, any such payments prior to our initial business combination will be made from funds held outside the trust account. Other than the foregoing, there will be no finder’s fees, reimbursement, consulting fee, monies in ~~issued~~respect ~~and~~of ~~outstanding~~any ~~ordinary~~payment ~~shares~~of a loan or ~~voting~~other ~~power~~compensation paid by us to our sponsors, officers or directors, or any affiliate of 5%our sponsors or ~~more;~~officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).

•We are not prohibited from pursuing an initial business combination with a business combination target that is affiliated with our sponsors, officers or directors, or from completing the ~~issuance~~business combination through a joint venture or ~~potential~~other ~~issuance~~form of ~~ordinary~~shared ~~shares~~ownership ~~will~~with ~~result~~our sponsors, inofficers or directors. In the event we seek to complete our ~~undergoing~~initial business combination with a ~~change~~business combination target that is affiliated with our sponsors, officers or directors, we, or a committee of ~~control~~independent directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal firm, that such an initial business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context.

11Evaluation of a Target Business and Structuring of Our Initial Business Combination

~~Table~~In evaluating a prospective target business, we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of ~~Contents~~customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information which will be made available to us. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business combination transaction.

The time ~~decision~~required as to ~~whether~~select weand ~~will~~evaluate ~~seek~~a ~~shareholder~~target ~~approval~~business ofand ato ~~proposed~~structure and complete our initial business combination, inand ~~those~~the ~~instances~~costs associated inwith ~~which~~this ~~shareholder~~process, ~~approval~~are is not ~~required~~currently byascertainable ~~law~~with ~~will~~any bedegree ~~made~~of bycertainty. usAny costs incurred with respect to the identification and evaluation of, ~~solely~~and negotiation with, a prospective target business with which our initial business combination is not ultimately completed will result in our ~~discretion,~~incurring losses and will bereduce ~~based~~the onfunds we can use to complete another business ~~and~~combination. ~~reasons,~~The ~~which~~Company will ~~include~~not apay ~~variety~~any consulting fees to members of ~~factors~~our management team, ~~including~~or any of their respective affiliates, ~~but~~for ~~not~~services ~~limited~~rendered to: or in connection with our initial business combination.

• the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;12

~~• the expected cost~~ Lack of ~~holding~~Business aDiversification ~~shareholder vote;~~

•For an indefinite period of time after the ~~risk~~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 ~~shareholders~~resources ~~would~~to ~~fail~~complete business combinations with multiple entities in one or several industries, it is probable that we will not have the resources to ~~approve~~diversify our operations and mitigate the ~~proposed~~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:

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

•● ~~additional~~cause ~~legal~~us ~~complexities~~to ofdepend aon ~~proposed~~the ~~business~~marketing ~~combination~~and ~~that~~sale ~~would~~of bea ~~time-consuming~~single ~~and~~product ~~burdensome~~or tolimited ~~present~~number toof ~~shareholders~~products or services.

~~Other~~Limited Ability ~~Transactions~~to ~~with~~Evaluate ~~Respect~~the toTarget’s ~~Our~~Management ~~Securities~~Team

AtAlthough we ~~any~~intend ~~time~~to atclosely orscrutinize ~~prior~~the tomanagement of a prospective target business when evaluating the desirability of effecting our initial business combination with that business, ~~subject~~our assessment of the target business’s management may not prove to ~~applicable~~be ~~securities~~correct. ~~laws~~In addition, the ~~our~~future ~~sponsors~~management may not have the necessary skills, ~~directors~~qualifications or abilities to manage a public company. Furthermore, ~~executive~~the ~~officers~~future role of members of our management team, ~~advisors~~if orany, ~~their~~in ~~affiliates~~the ~~may~~target ~~enter~~business ~~into~~cannot ~~transactions~~presently be stated with ~~institutional~~any orcertainty. ~~other~~The ~~investors~~determination as to ~~provide~~whether ~~them~~any of the members of our management team will remain with ~~incentives~~the tocombined ~~vote~~company ~~their~~will ~~Public~~be ~~Shares~~made inat ~~favor~~the time of our initial business combination. While it is possible that one or ~~not~~more ~~redeem~~of ~~their~~our ~~Public~~directors ~~Shares.~~will ~~However,~~remain ~~they~~associated ~~have~~in nosome ~~current~~capacity ~~commitments~~with us following our initial business combination, ~~plans~~it oris ~~intentions~~unlikely that any of them will devote their full efforts to ~~engage~~our inaffairs ~~such~~subsequent ~~transactions~~to ~~and~~our ~~have~~initial business ~~not~~combination. ~~formulated~~Moreover, ~~any~~we ~~terms~~cannot assure you that members of our management team will have significant experience or ~~conditions~~knowledge relating ~~for~~to ~~any~~the ~~such~~operations ~~transactions.~~of the particular target business.

~~The~~We cannot ~~purpose~~assure ofyou that any ~~such~~of ~~transaction~~our ~~would~~key bepersonnel towill ~~(i) increase~~remain ~~the~~in ~~likelihood~~senior ofmanagement ~~obtaining~~or ~~shareholder~~advisory ~~approval~~positions ofwith the ~~business~~combined ~~combination,~~company. ~~(ii) incentivize~~The determination ~~voting~~as ~~such~~to ~~warrants~~whether on any ~~matters~~of ~~submitted to the warrant holders for approval in connection with~~ our ~~initial~~key ~~business~~personnel ~~combination~~will orremain ~~(iii) satisfy a closing condition in an agreement~~ with athe ~~target~~combined ~~that~~company ~~requires~~will usbe tomade ~~have a minimum net worth or a certain amount of cash~~ at the ~~closing~~time of our initial business combination~~, where it appears that such requirement would otherwise not be met~~.

~~Redemption~~Following our ~~Rights~~initial ~~for~~business ~~Public~~combination, ~~Shareholders~~we ~~upon~~may ~~Completion~~seek to recruit additional managers to supplement the incumbent management of ~~Our~~the ~~Initial~~target ~~Business~~business. We ~~Combination~~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.

~~We will provide our Public~~ Shareholders ~~with the opportunity to redeem all or a portion of their Class~~ May ANot ~~ordinary~~Have ~~shares upon~~ the ~~completion~~Ability ~~of our initial business combination at a per-share price, payable in cash, equal~~ to ~~the~~Approve 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 but net of taxes, if any, divided by the number of then-outstanding Public Shares, subject to the limitations described herein. The amount in the trust account as of the completion of the initial public offering was $10.00 per Public Share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by any deferred underwriting commission. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, we will not proceed with redeeming our Public Shares, even if a Public Shareholder has properly elected to redeem its shares, if a business combination does not close. Our ~~sponsors~~Initial ~~and~~Business ~~each~~Combination member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by February 11, 2024 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

12We may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our fifth 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.

~~Table~~Under the ofNasdaq ~~Contents~~listing rules, shareholder approval would typically be required for our initial business combination if, for example:

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

~~Our~~● ~~second~~any ~~amended and restated memorandum and articles~~ of ~~association provide that in no event will we redeem~~ our ~~Public~~directors, ~~Shares~~officers inor ansubstantial ~~amount~~shareholder ~~that would cause our net tangible assets to be less than $5,000,001~~ (soas ~~that~~defined weby ~~do not then become subject to~~ the ~~SEC’s~~Nasdaq ~~“penny stock”~~ rules). ~~However,~~has ~~the~~a ~~proposed~~5% ~~initial~~or ~~business~~greater ~~combination~~interest ~~may require:~~ (~~i) cash~~or ~~consideration~~such topersons becollectively ~~paid~~have toa ~~the~~10% ~~target~~ or ~~its~~greater ~~owners; (ii~~interest) ~~cash~~, todirectly beor ~~transferred~~indirectly, toin the target ~~for~~business ~~working capital~~ or ~~other~~assets ~~general~~to ~~corporate~~be ~~purposes;~~acquired or ~~(iii) the retention of cash to satisfy other conditions~~ in ~~accordance with~~ the ~~terms of the proposed initial business combination. In the event the aggregate cash~~ consideration weto ~~would~~ be ~~required~~paid toin ~~pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to~~ the ~~terms~~transaction ofand the ~~proposed~~present ~~initial~~or ~~business~~potential ~~combination~~issuance ~~exceed the aggregate amount~~ of ~~cash~~ordinary ~~available~~shares tocould ~~us,~~result wein ~~will~~an ~~not~~increase ~~complete~~in ~~the~~issued ~~business combination or redeem any shares,~~ and ~~all~~outstanding ~~Class A~~ ordinary shares ~~submitted~~or ~~for~~voting ~~redemption~~power ~~will~~of be5% ~~returned~~or tomore; ~~the holders thereof.~~ or

~~Manner~~● the issuance or potential issuance of ~~Conducting~~ordinary ~~Redemptions~~shares will result in our undergoing a change of control.

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 either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct 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 require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our second amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on the NYSE, we will be required to comply with NYSE’s shareholder approval rules. 13

The decision ~~requirement~~as ~~that we provide our Public Shareholders with the opportunity~~ to ~~redeem~~whether ~~their~~we ~~Public~~will ~~Shares~~seek byshareholder ~~one~~approval of ~~the~~a ~~two~~proposed ~~methods~~business ~~listed~~combination ~~above~~in isthose ~~contained~~instances in ~~provisions~~which ofshareholder ~~our~~approval is ~~second~~not ~~amended~~required ~~and~~by ~~restated~~law ~~memorandum and articles of association and~~ will ~~apply~~be ~~whether~~made orby ~~not~~us, wesolely ~~maintain~~in our ~~registration under the Securities Exchange Act of 1934~~discretion, asand ~~amended,~~will ~~(the~~be ~~“Exchange~~based ~~Act”) or our listing~~ on ~~the~~business ~~NYSE.~~and ~~Such~~reasons, ~~provisions~~which ~~may~~include bea ~~amended if approved by holders~~ variety of ~~two-thirds~~factors, ~~of our ordinary shares entitled to vote thereon~~including, sobut ~~long~~not aslimited ~~we offer redemption in connection with such amendment.~~ to:

If● wethe ~~provide~~timing ~~our~~of ~~Public~~the ~~Shareholders~~transaction, ~~with~~including in the ~~opportunity~~event towe ~~redeem~~determine ~~their~~shareholder ~~Public~~approval ~~Shares~~would inrequire ~~connection~~additional ~~with~~time aand ~~general~~there ~~meeting,~~is weeither ~~will,~~not ~~pursuant~~enough time to ~~our~~seek ~~second~~shareholder ~~amended~~approval ~~and~~or ~~restated~~doing ~~memorandum~~so ~~and~~would ~~articles~~place ofthe ~~association:~~company at a disadvantage in the transaction or result in other additional burdens on the company;

•● ~~conduct~~ the ~~redemptions~~expected incost ~~conjunction~~of ~~with~~holding a ~~proxy~~shareholder ~~solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules~~vote; ~~and~~

•● ~~file~~the ~~proxy~~risk ~~materials~~that ~~with~~the shareholders would fail to approve the ~~SEC.~~proposed business combination;

In● ~~the~~other ~~event~~time ~~that we seek shareholder approval of our initial business combination, we will distribute proxy materials~~ and, inbudget ~~connection~~constraints ~~therewith, provide our Public Shareholders with the redemption rights described above upon completion~~ of the ~~initial~~company; ~~business combination.~~ and

If● weadditional ~~seek~~legal ~~shareholder~~complexities ~~approval,~~of wea ~~will~~proposed ~~complete our initial~~ business combination ~~only~~that ifwould webe ~~receive~~time-consuming anand ~~ordinary~~burdensome ~~resolution~~to ~~under~~present ~~Cayman~~to ~~Islands law, which requires the affirmative vote of a majority of the~~ shareholders.

13Other Transactions with Respect to Our Securities

~~Table~~At any time at or prior to our initial business combination, subject to applicable securities laws, our sponsors, directors, executive officers, advisors or their affiliates may enter into transactions with institutional or other investors to provide them with incentives to vote their Public Shares in favor of ~~Contents~~our initial business combination or not redeem their Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.

The ~~shareholders~~purpose ~~who attend and vote at a general meeting~~ of ~~the~~any ~~company. A quorum for~~ such ~~meeting~~transaction ~~will~~would be ~~present~~to if(i) increase the ~~holders~~likelihood of aobtaining ~~majority~~shareholder approval of ~~issued and outstanding shares entitled to vote at~~ the ~~meeting~~business ~~are represented in person or by proxy. Our sponsors~~combination, ~~officers and directors~~ (~~collectively, along with their permitted transferees, the “Initial Shareholders”~~ii) incentivize ~~will~~voting ~~count~~such ~~toward~~warrants ~~this~~on ~~quorum~~any ~~and,~~matters ~~pursuant~~submitted to the ~~letter~~warrant ~~agreement,~~holders ~~our~~for ~~Initial~~approval ~~Shareholders, officers and directors have agreed to vote their Founder Shares, private placement shares and any Public Shares~~ in ~~favor~~connection ofwith our initial business combination. Weor ~~expect~~(iii) satisfy ~~that~~a atclosing ~~the~~condition ~~time~~in ofan ~~any~~agreement ~~shareholder~~with ~~vote~~a ~~relating~~target tothat ~~our~~requires ~~initial~~us ~~business combination, our Initial Shareholders will own at least 20% of our issued and outstanding ordinary shares entitled~~ to ~~vote thereon. For purposes of seeking approval of an ordinary resolution, non-votes will~~ have ~~no effect on the approval of our initial business combination once~~ a ~~quorum~~minimum isnet ~~obtained.~~worth or As a ~~result,~~certain ~~our~~amount ~~Initial~~of ~~Shareholders’~~cash ~~Founder~~at ~~Shares, would fulfill~~ the ~~majority~~closing ~~vote~~of ~~needed to have~~ our initial business combination ~~approved. These quorum and voting thresholds~~, ~~the~~where ~~voting agreement of our sponsors, officers and directors may make~~ it ~~more~~appears ~~likely~~ that wesuch ~~will~~requirement ~~consummate~~would ~~our~~otherwise not ~~initial~~be ~~business combination~~met. Each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, may redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction.

IfRedemption Rights afor ~~shareholder~~Public ~~vote~~Shareholders isupon ~~not~~Completion ~~required~~of ~~and~~Our weInitial doBusiness ~~not~~Combination ~~decide to hold a shareholder vote for business or other legal reasons, we will:~~

•We will ~~conduct~~provide our Public Shareholders with the ~~redemptions~~opportunity ~~pursuant~~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 ~~Rule~~the ~~13e~~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 but net of taxes, if any, divided by the number of then-4outstanding ~~and~~Public ~~Regulation~~Shares, ~~14E~~subject to the limitations described herein. The amount in the trust account as of the ~~Exchange~~completion ~~Act~~of the initial public offering was $10.00 per Public Share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by any deferred underwriting commission. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Further, ~~which~~we ~~regulate~~will ~~issuer~~not ~~tender~~proceed ~~offers~~with redeeming our Public Shares, even if a Public Shareholder has properly elected to redeem its shares, if a business combination does not close. Our sponsors and each member of our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by March 11, 2026 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares.

• 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.14

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

~~Upon~~Our fifth ~~the~~amended ~~public~~and ~~announcement~~restated memorandum and articles of association provide that in no event will we redeem our ~~initial~~Public ~~business~~Shares ~~combination~~in an amount that would cause our net tangible assets to be less than $5,000,001 if(so that we ~~elect~~do tonot ~~conduct~~then ~~redemption~~become ~~pursuant~~subject to the ~~tender~~SEC’s ~~offer~~“penny stock” rules). However, wethe proposed initial business combination may require: (i) cash consideration to be paid to the target or ~~our~~its ~~sponsors~~owners; ~~will~~(ii) cash ~~terminate~~to ~~any~~be ~~plan~~transferred ~~established~~to the target for working capital or other general corporate purposes; or (iii) the retention of cash to satisfy other conditions in accordance with ~~Rule 10b5-1~~the terms of the proposed initial business combination. In the event the aggregate cash consideration we would be required to ~~purchase~~pay ~~our~~for all Class A ordinary shares inthat are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the ~~open~~terms ~~market,~~of inthe ~~order~~proposed initial business combination exceed the aggregate amount of cash available to ~~comply~~us, ~~with~~we ~~Rule~~will not complete the business combination or redeem any shares, and all Class ~~14e-5~~A ~~under~~ordinary shares submitted for redemption will be returned to the ~~Exchange~~holders ~~Act~~thereof.

We intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case Manner of ~~proxy~~Conducting ~~materials,~~Redemptions this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in connection with our initial business combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming Public Shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial business

14We 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 either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct 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 require us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding ordinary shares or seek to amend our fifth amended and restated memorandum and articles of association would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

~~Table~~The requirement that we provide our Public Shareholders with the opportunity to redeem their Public Shares by one of ~~Contents~~the two methods listed above is contained in provisions of our fifth amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) or our listing on Nasdaq. Such provisions may be amended if approved by holders of two-thirds of our ordinary shares entitled to vote thereon, so long as we offer redemption in connection with such amendment.

If ~~combination~~we isprovide ~~not~~our ~~approved~~Public ~~and~~Shareholders wewith ~~continue~~the opportunity to ~~search~~redeem ~~for~~their aPublic ~~target~~Shares ~~company,~~in weconnection ~~will~~with ~~promptly~~a ~~return~~general ~~any~~meeting, ~~certificates~~we orwill, pursuant ~~shares~~to ~~delivered~~our byfifth ~~Public~~amended ~~Shareholders~~and ~~who~~restated ~~elected~~memorandum toand ~~redeem~~articles ~~their~~of ~~shares.~~ association:

~~Our~~● ~~second~~conduct ~~amended~~the ~~and~~redemptions ~~restated memorandum and articles of association provide that~~ in noconjunction ~~event~~with ~~will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination may impose~~ a ~~minimum~~proxy ~~cash~~solicitation ~~requirement~~pursuant ~~for (i) cash consideration~~ to beRegulation ~~paid~~14A ~~to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention~~ of ~~cash to satisfy other conditions. In~~ the ~~event~~Exchange ~~that the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for redemption~~Act, ~~plus~~which ~~any~~regulates ~~amount required to satisfy cash conditions pursuant to~~ the ~~terms~~solicitation of ~~the proposed initial business combination~~proxies, ~~exceeds~~and ~~the aggregate amount of cash available to us, we will~~ not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to ~~forward purchase agreements or backstop arrangements we may enter into following consummation of~~ the ~~Initial~~tender ~~Public~~offer ~~Offering,~~rules; ~~in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.~~ and

~~Limitation~~● onfile ~~Redemption~~proxy ~~upon~~materials ~~Completion~~with ofthe ~~Our Initial Business Combination if We Seek Shareholder Approval~~ SEC.

IfIn the event that we seek shareholder approval of our initial business combination, ~~and~~ we dowill ~~not~~distribute ~~conduct~~proxy ~~redemptions~~materials ~~in connection with our initial business combination pursuant to the tender offer rules, our second 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)~~connection therewith, ~~will~~provide ~~be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the Initial Public Offering, which we refer to as “Excess Shares,” without~~ our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public ~~Shareholder~~Shareholders ~~holding~~with ~~more than an aggregate of 15% of~~ the ~~shares sold in the Initial Public Offering could threaten to exercise its~~ redemption rights ifdescribed ~~such~~above ~~holder’s~~upon ~~shares~~completion ~~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 the Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our~~ initial business combination~~, particularly in connection with a business combination having a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash~~.

~~However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.~~ 15

~~Delivering~~If we ~~Share~~seek ~~Certificates~~shareholder approval, we will complete our initial business combination only if we receive 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. A quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in ~~Connection~~person or by proxy. Our sponsors, officers and directors (collectively, along with their permitted transferees, the ~~Exercise~~“Initial Shareholders”) will count toward this quorum and, pursuant to the letter agreement, our Initial Shareholders, officers and directors have agreed to vote their Founder Shares, private placement shares and any Public Shares in favor of ~~Redemption~~our ~~Rights~~initial business combination. We expect that at the time of any shareholder vote relating to our initial business combination, our Initial Shareholders will own at least 20% of our issued and outstanding ordinary shares entitled to vote thereon. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. As a result, our Initial Shareholders’ Founder Shares, would fulfill the majority vote needed to have our initial business combination approved. These quorum and voting thresholds, the voting agreement of our sponsors, officers and directors may make it more likely that we will consummate our initial business combination. Each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote, may redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or whether they were a Public Shareholder on the record date for the general meeting held to approve the proposed transaction.

~~Public~~If a ~~shareholders~~shareholder ~~seeking~~vote tois ~~exercise~~not ~~their redemption rights, whether they are record holders or hold their shares in “street name,” will be~~ required toand ~~either~~we ~~tender~~do ~~their~~not ~~certificates~~decide ~~(if any)~~ to ~~our~~hold ~~transfer~~a ~~agent~~shareholder prior to the date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote tofor ~~approve the initial~~ business ~~combination. The proxy solicitation~~ or ~~tender~~other ~~offer~~legal ~~materials~~reasons, ~~as applicable, that~~ we will ~~furnish to holders of our Public Shares in connection with our initial~~ :

15● conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

~~Table~~● 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 ~~Contents~~the Exchange Act, which regulates the solicitation of proxies.

In ~~business combination will indicate~~ the ~~applicable~~event ~~delivery~~we ~~requirements,~~conduct ~~which~~redemptions ~~will~~pursuant ~~include~~to the ~~requirement~~tender ~~that~~offer arules, ~~beneficial~~our ~~holder~~offer ~~must~~to ~~identify~~redeem ~~itself~~will inremain ~~order~~open tofor ~~validly~~at ~~redeem~~least ~~its~~20 ~~shares. Accordingly~~business days, in accordance with Rule 14e-1(a) under ~~Public~~the ~~Shareholder~~Exchange ~~would~~Act, ~~have~~and ~~from~~we ~~the~~will ~~time~~not webe ~~send~~permitted ~~out~~to complete our ~~tender~~initial ~~offer~~business ~~materials~~ combination until the ~~close~~expiration of the tender offer period,. orIn upaddition, tothe ~~two~~tender ~~business days~~offer ~~prior~~will tobe ~~the~~conditioned ~~initially scheduled vote~~ on ~~the~~Public ~~proposal~~Shareholders tonot ~~approve~~tendering more than the ~~business~~number ~~combination~~of ifPublic Shares we ~~distribute~~are ~~proxy~~permitted ~~materials,~~to asredeem. ~~applicable,~~If toPublic Shareholders tender ~~its~~more shares ifthan itwe ~~wishes~~have tooffered ~~seek~~ to ~~exercise~~purchase, we ~~its~~will ~~redemption~~withdraw ~~rights. Given~~ the ~~relatively~~tender ~~short~~offer ~~period~~and innot ~~which~~complete tothe ~~exercise~~initial ~~redemption~~business ~~rights, it is advisable for shareholders to use electronic delivery of their Public Shares~~combination.

~~There is a nominal cost associated with~~ Upon the ~~above-referenced~~public ~~tendering~~announcement ~~process and the act~~ of ~~certificating~~our ~~the~~initial ~~shares~~business orcombination, ~~delivering~~if ~~them~~we ~~through~~elect ~~the DWAC System. The transfer agent will typically charge the tendering broker a fee of approximately $80.00 and it would be up~~ to ~~the~~conduct ~~broker~~redemption ~~whether~~pursuant ~~or not~~ to ~~pass this cost on to~~ the ~~redeeming~~tender ~~holder.~~offer ~~However~~rules, ~~this~~we or ~~fee~~our ~~would~~sponsors bewill ~~incurred~~terminate ~~regardless~~any ofplan ~~whether~~established orin ~~not~~accordance wewith ~~require~~Rule 10b5-1 ~~holders seeking~~ to ~~exercise~~purchase ~~redemption~~our ~~rights~~Class A toordinary ~~tender their~~ shares. in ~~The~~the ~~need~~open tomarket, ~~deliver~~in ~~shares~~order isto acomply ~~requirement~~with ofRule 14e-5 ~~exercising~~under ~~redemption rights regardless of~~ the ~~timing~~Exchange ~~of when such delivery must be effectuated~~Act.

~~The~~We intend ~~foregoing~~to isrequire ~~different~~our ~~from~~Public ~~the~~Shareholders ~~procedures~~seeking ~~used~~to byexercise ~~many~~their ~~blank~~redemption ~~check~~rights, ~~companies.~~whether Inthey ~~order~~are torecord ~~perfect~~holders ~~redemption~~or ~~rights~~hold their shares in ~~connection~~“street ~~with~~name,” ~~their~~to, ~~business~~at ~~combinations~~the holder’s option, ~~many~~either ~~blank~~deliver ~~check~~their ~~companies~~share ~~would~~certificates ~~distribute~~to ~~proxy~~our ~~materials~~transfer ~~for~~agent or deliver their shares to our transfer agent electronically using the ~~shareholders’~~Depository ~~vote~~Trust onCompany’s anDWAC ~~initial~~(Deposit/Withdrawal ~~business~~At ~~combination~~Custodian) system, ~~and~~prior ato ~~holder~~the ~~could~~date ~~simply~~set ~~vote~~forth ~~against~~in athe ~~proposed~~proxy ~~business~~materials ~~combination~~or ~~and~~tender ~~check~~offer adocuments, ~~box~~as onapplicable. In the case of proxy ~~card~~materials, this ~~indicating~~date ~~such~~may ~~holder~~be ~~was~~up ~~seeking~~to two business days prior to ~~exercise~~the ~~his~~scheduled orvote ~~her~~on ~~redemption~~the ~~rights.~~proposal ~~After~~to approve the initial business combination. In ~~was approved~~addition, ~~the~~if ~~company~~we ~~would~~conduct ~~contact~~redemptions ~~such~~in ~~shareholder~~connection towith ~~arrange~~a ~~for~~shareholder ~~him~~vote, orwe ~~her~~intend to ~~deliver~~require ~~his~~a orPublic ~~her~~Shareholder ~~certificate~~seeking toredemption of ~~verify~~its ~~ownership.~~Public AsShares ato ~~result,~~also ~~the~~submit ~~shareholder~~a ~~would~~written ~~then~~request ~~have~~for anredemption ~~“option~~to ~~window”~~our ~~after~~transfer ~~the~~agent ~~completion~~two ~~of the~~ business days ~~combination~~prior ~~during~~to ~~which~~the hescheduled vote orin ~~she~~which ~~could monitor~~ the ~~price~~name of the ~~company’s~~beneficial ~~shares~~owner inof ~~the~~such ~~market~~shares is included. IfThe ~~the~~proxy ~~price~~materials ~~rose~~or ~~above~~tender ~~the~~offer ~~redemption~~documents, ~~price~~as applicable, that hewe orwill ~~she~~furnish ~~could~~to ~~sell~~holders ~~his~~of orour ~~her~~Public ~~shares~~Shares in ~~the~~connection ~~open~~with ~~market~~our ~~before~~initial ~~actually~~business ~~delivering~~combination ~~his~~will orindicate ~~her~~whether ~~shares~~we are requiring Public Shareholders to ~~the~~satisfy ~~company~~such ~~for~~delivery ~~cancellation~~requirements. AsWe abelieve ~~result,~~that ~~the~~this ~~redemption~~will ~~rights,~~allow our transfer agent to ~~which~~efficiently process ~~shareholders~~any ~~were~~redemptions ~~aware~~without ~~they~~the ~~needed~~need tofor ~~commit~~further ~~before~~communication ~~the~~or ~~general~~action ~~meeting,~~from ~~would~~the ~~become~~redeeming ~~“option”~~Public ~~rights~~Shareholders, ~~surviving~~which ~~past~~could ~~the~~delay redemptions ~~completion~~and ofresult ~~the~~in ~~business~~additional ~~combination~~administrative ~~until~~cost. If the ~~redeeming~~proposed ~~holder~~initial ~~delivered~~business ~~its~~combination ~~certificate.~~is ~~The~~not ~~requirement~~approved ~~for~~and ~~physical~~we orcontinue to ~~electronic~~search ~~delivery~~for ~~prior~~a totarget ~~the~~company, ~~meeting~~we ~~ensures~~will ~~that~~promptly areturn ~~redeeming~~any ~~shareholder’s~~certificates ~~election~~or toshares ~~redeem~~delivered isby ~~irrevocable~~Public ~~once~~Shareholders ~~the~~who ~~business~~elected ~~combination~~to isredeem their ~~approved~~shares.

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

IfOur fifth amended and restated memorandum and articles of association provide that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001. In addition, our proposed initial business combination ismay ~~not~~impose a ~~approved~~minimum orcash ~~completed~~requirement for ~~any~~(i) cash ~~reason~~consideration to be paid to the target or its owners, ~~then~~(ii) cash ~~our~~for ~~Public~~working ~~Shareholders~~capital or ~~who~~other ~~elected~~general corporate purposes or (iii) the retention of cash to ~~exercise~~satisfy ~~their~~other ~~redemption~~conditions. ~~rights~~In ~~would~~the ~~not~~event that the aggregate cash consideration we would be ~~entitled~~required to ~~redeem~~pay ~~their~~for all Class A ordinary shares that are validly submitted for ~~the~~redemption, ~~applicable~~plus ~~pro~~any amount ~~rata~~required ~~share~~to satisfy cash conditions pursuant to the terms of the ~~trust~~proposed ~~account.~~initial Inbusiness ~~such~~combination, ~~case~~exceeds the aggregate amount of cash available to us, we will ~~promptly~~not ~~return~~complete the initial business combination or redeem any ~~certificates~~shares, ~~delivered~~and byall ~~public~~Class A ~~holders~~ordinary shares ~~who~~submitted ~~elected~~for redemption will be returned to ~~redeem~~the ~~their~~holders ~~shares~~thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into following consummation of the Initial Public Offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

IfLimitation on ~~our~~Redemption ~~initial~~upon ~~proposed~~Completion ~~business~~of ~~combination~~Our isInitial ~~not~~Business ~~completed,~~Combination weif ~~may~~We ~~continue~~Seek toShareholder ~~try~~Approval ~~to complete a business combination with a different target until 36 months from the closing of the Initial Public Offering.~~

~~Redemption~~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 fifth 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 aggregate of 15% of the shares sold in the Initial Public Offering, which we refer to as “Excess Shares,” without our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and ~~Liquidation~~subsequent attempts Ifby Nosuch holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the shares sold in the Initial ~~Business~~Public ~~Combination~~Offering could threaten to exercise its redemption rights if such holder’s 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 the Initial Public Offering without our prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination having a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash.

~~At the Extraordinary General Meeting~~However, we ~~held~~would onnot ~~February 9,~~be ~~2023,~~restricting our shareholders’ ~~approved~~ability ~~the Extension Proposal~~ to ~~amend~~vote ~~the~~all ~~Company’s first amended and restated memorandum and articles~~ of ~~association~~their toshares ~~extend~~(including ~~the~~Excess ~~date~~Shares) byfor ~~which~~or ~~the~~against ~~Company must consummate an~~ our initial business combination ~~from February 11, 2023 to February 11, 2024~~.

16Delivering Share Certificates in Connection with the Exercise of Redemption Rights

~~Table~~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 date set forth in the proxy solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/ Withdrawal At Custodian) System, at the holder’s option, in each case up to two business days prior to the initially scheduled vote to approve the initial business combination. The proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of ~~Contents~~our Public Shares in connection with our initial business combination will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. Accordingly, a Public Shareholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery of their Public Shares.

Our second amended and restated memorandum and articles of association provides that we have only until February 11, 2024 to consummate an initial business combination. If we have not consummated an initial business combination by February 11, 2024, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the 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 but net of 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 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, in the case of clauses (ii) and (iii), subject 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 by February 11, 2024. Our second amended and restated memorandum and articles of association will 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. 17

~~Our~~There is ~~sponsors~~a nominal cost associated with the above-referenced tendering process and ~~each~~the ~~member~~act of ~~our~~certificating ~~management~~the ~~team~~shares ~~have~~or ~~entered~~delivering ~~into~~them anthrough the ~~agreement~~DWAC ~~with~~System. ~~us,~~The ~~pursuant~~transfer toagent ~~which~~will ~~they~~typically ~~have~~charge ~~agreed~~the totendering ~~waive~~broker ~~their~~a ~~rights~~fee toof ~~liquidating~~approximately ~~distributions~~$80.00 ~~from~~and ~~the~~it ~~trust~~would ~~account~~be ~~with~~up ~~respect~~ to ~~any~~the broker ~~Founder~~whether ~~Shares~~or ~~they~~not ~~hold~~to ifpass wethis ~~fail~~cost on to ~~consummate~~the anredeeming ~~initial~~holder. ~~business~~However, ~~combination~~this byfee ~~February 11,~~would ~~2024~~be ~~(although~~incurred ~~they~~regardless ~~will~~of bewhether ~~entitled~~or not we require holders seeking to ~~liquidating~~exercise ~~distributions~~redemption ~~from~~rights ~~the~~to ~~trust~~tender ~~account~~their ~~with~~shares. ~~respect~~The need to ~~any~~deliver ~~Public~~shares ~~Shares~~is ~~they~~a ~~hold~~requirement ifof weexercising redemption ~~fail~~rights toregardless ~~complete~~of ~~our~~the ~~initial~~timing ~~business~~of ~~combination~~when ~~within~~such ~~the~~delivery ~~prescribed~~must ~~time~~be ~~frame)~~effectuated.

~~Our~~The foregoing ~~sponsors,~~is ~~executive~~different ~~officers~~from ~~and~~the ~~directors~~procedures ~~have~~used ~~agreed,~~by ~~pursuant~~many toblank acheck ~~written~~companies. ~~agreement~~In ~~with~~order ~~us, that they will not propose any amendment~~ to ~~our~~perfect ~~second~~redemption ~~amended~~rights ~~and~~in ~~restated~~connection ~~memorandum~~with their ~~and~~business ~~articles~~combinations, ofmany ~~association~~blank ~~(A) that~~check companies would ~~modify~~distribute ~~the~~proxy ~~substance~~materials orfor ~~timing of our obligation to provide holders of our Class A ordinary shares~~ the ~~right~~shareholders’ tovote ~~have~~on ~~their~~an ~~shares redeemed in connection with our~~ initial business combination, orand toa ~~redeem~~holder ~~100%~~could ofsimply ~~our~~vote ~~Public~~against ~~Shares~~a ifproposed webusiness docombination ~~not~~and ~~complete~~check ~~our~~a ~~initial~~box ~~business~~on ~~combination~~the byproxy ~~February 11,~~card ~~2024~~indicating such orholder ~~(B) with~~was ~~respect~~seeking to ~~any~~exercise ~~other~~his ~~provision~~or ~~relating~~her toredemption ~~the~~ rights. ofAfter ~~holders~~the ofbusiness ~~our~~combination ~~Class A~~was ~~ordinary shares~~approved, ~~unless~~the wecompany ~~provide~~would ~~our~~contact such ~~Public~~shareholder ~~Shareholders~~to ~~with~~arrange ~~the~~for ~~opportunity~~him toor ~~redeem~~her ~~their~~to ~~Public~~deliver ~~Shares~~his ~~upon~~or ~~approval~~her ofcertificate ~~any~~to ~~such~~verify ~~amendment~~ownership. atAs a ~~per-share price~~result, ~~payable in cash, equal to~~ the ~~aggregate~~shareholder ~~amount~~ would then onhave ~~deposit~~an in“option ~~the~~window” ~~trust~~after ~~account, including interest earned on~~ the ~~funds~~completion ~~held~~of in the ~~trust~~business ~~account~~combination ~~but~~during ~~net~~which ofhe ~~taxes,~~or ifshe ~~any,~~could ~~divided~~monitor by the ~~number~~ price of the ~~then-outstanding~~company’s ~~Public~~shares ~~Shares.~~in ~~However,~~the wemarket. ~~may~~If ~~not~~the ~~redeem~~price ~~our~~rose ~~Public~~above ~~Shares~~the inredemption anprice, ~~amount~~he ~~that~~or ~~would~~she ~~cause~~could ~~our~~sell ~~net~~his ~~tangible~~or ~~assets~~her toshares bein the ~~less~~open ~~than~~market ~~$5,000,001~~before ~~(so~~actually ~~that~~delivering wehis door ~~not~~her ~~then~~shares ~~become subject~~ to the ~~SEC’s~~company ~~“penny~~for ~~stock” rules)~~cancellation. IfAs ~~this~~a ~~optional~~result, the redemption ~~right~~rights, ~~is exercised with respect~~ to which anshareholders ~~excessive~~were ~~number~~aware ofthey ~~Public~~needed ~~Shares~~to ~~such~~commit ~~that~~before ~~we cannot satisfy~~ the ~~net~~general ~~tangible asset requirement~~meeting, we would ~~not~~become ~~proceed~~“option” ~~with~~rights surviving past the ~~amendment~~completion orof the ~~related~~business ~~redemption~~combination ofuntil ~~our~~the ~~Public~~redeeming ~~Shares~~holder atdelivered ~~such~~its ~~time~~certificate. ~~This~~The ~~redemption~~requirement ~~right~~for ~~shall~~physical ~~apply~~or inelectronic delivery ~~the~~prior ~~event~~to of the ~~approval~~meeting ofensures ~~any~~that ~~such~~a ~~amendment,~~redeeming ~~whether~~shareholder’s ~~proposed~~election byto ~~our~~redeem ~~sponsors,~~is ~~any~~irrevocable ~~executive~~once ~~officer,~~the ~~director~~business orcombination is ~~director nominee, or any other person~~approved.

~~All~~Any request ~~costs~~to ~~and~~redeem ~~expenses~~such ~~associated~~shares, ~~with~~once ~~implementing~~made, ~~our~~may ~~plan~~be ofwithdrawn ~~dissolution,~~at asany ~~well~~time asup ~~payments~~to two business days prior to ~~any~~the ~~creditors~~initially scheduled vote on the proposal to approve the business combination, ~~will~~unless beotherwise ~~funded~~agreed ~~from~~to ~~amounts~~by ~~remaining~~us. ~~out~~Furthermore, if a holder of ~~the~~a ~~funds~~Public ~~held~~Share delivers ~~outside~~its certificate in connection with an election of redemption rights and subsequently decides prior to the ~~trust~~applicable ~~account~~date ~~plus~~not to upelect to ~~$100~~exercise such rights,~~000~~ ofsuch ~~funds~~holder ~~from~~may simply request that the ~~trust~~transfer ~~account~~agent ~~available~~return the certificate (physically or electronically). It is anticipated that the funds to usbe distributed to ~~pay~~holders ~~dissolution~~of ~~expenses,~~our ~~although~~Public weShares ~~cannot~~electing ~~assure~~to ~~you~~redeem ~~that~~their ~~there~~shares will be ~~sufficient~~distributed promptly ~~funds~~after ~~for~~the ~~such~~completion ~~purpose.~~of our initial business combination.

If our weinitial ~~were~~business tocombination ~~expend~~is ~~all~~not ofapproved ~~the~~or ~~net~~completed ~~proceeds~~for ofany ~~the Initial Public Offering and the sale of the Private Placement Warrants~~reason, ~~other~~then ~~than~~our ~~the~~Public ~~proceeds~~Shareholders ~~deposited~~who inelected ~~the~~to ~~trust~~exercise ~~account,~~their redemption ~~and~~rights ~~without~~would ~~taking~~not ~~into~~be ~~account~~entitled ~~interest,~~to ifredeem ~~any,~~their ~~earned~~shares onfor the ~~trust~~applicable ~~account,~~pro ~~the~~rata ~~per-~~share ~~redemption~~of ~~amount received by shareholders upon our dissolution would be $10.00. 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~~. WeIn ~~cannot~~such ~~assure~~case, we ~~you~~will ~~that~~promptly ~~the~~return ~~actual~~any ~~per-share~~certificates ~~redemption~~delivered ~~amount received~~ by ~~shareholders~~public ~~will~~holders ~~not~~who beelected ~~less~~to ~~than~~redeem ~~$10.00.~~their shares.

17If our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different target until March 11, 2026.

~~Table~~ Redemption of ~~Contents~~Public Shares and Liquidation If No Initial Business Combination

At ~~While~~the weExtraordinary ~~intend~~General toMeeting, ~~pay~~held ~~such~~on ~~amounts~~May 9, ~~if any~~2025, weshareholders ~~cannot~~approved ~~assure~~the ~~you~~Extension ~~that~~Proposal weto ~~will~~amend ~~have~~the ~~funds~~Company’s ~~sufficient~~Fourth amended and restated memorandum and articles of association to ~~pay~~extend orthe ~~provide~~date ~~for~~by ~~all~~which ~~creditors’~~the ~~claims.~~Company must consummate an initial business combination from May 11, 2025 to March 11, 2026.

Although we have sought and continue to seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our Public Shareholders, 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. Seeking such waivers from third parties, including prospective business combination targets, may deter such parties from entering into agreements with us. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. 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, Crown PropTech Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, Crown PropTech Sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked Crown PropTech Sponsor to reserve for such indemnification obligations, nor have we independently verified whether Crown PropTech Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that Crown PropTech Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that Crown PropTech 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. 18

InOur fifth ~~the~~amended ~~event~~and restated memorandum and articles of association provides that ~~the~~we ~~proceeds~~have inonly ~~the~~until ~~trust~~March ~~account~~11, ~~are~~2026 ~~reduced~~to ~~below~~consummate ~~the~~an ~~lesser~~initial business ofcombination. If we have not consummated an initial business combination by March 11, 2026, we will: (i) ~~$10.00~~cease ~~per~~all ~~Public~~operations except ~~Share~~for ~~and~~the purpose of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the ~~actual~~shares ~~amount~~at a per-share ~~Public~~price, ~~Share~~payable ~~held~~ in cash, equal to the ~~trust~~aggregate ~~account~~amount asthen ofon deposit in the ~~date~~trust ofaccount, including interest earned on the ~~liquidation~~funds ofheld in the trust account but net of taxes, if any (less ~~than~~up to $~~10.00~~100,000 ~~per~~of ~~Public~~interest ~~Share~~to ~~due~~pay todissolution ~~reductions~~expenses) divided inby the ~~value~~number of the ~~trust~~then-outstanding ~~assets~~Public Shares, inwhich ~~each~~redemption ~~case~~will ~~net~~completely ofextinguish ~~the~~Public ~~amount~~Shareholders’ ofrights as ~~interest~~shareholders ~~which~~(including ~~may~~the beright ~~withdrawn~~ to ~~pay~~receive ~~our~~further ~~income~~liquidation ~~tax obligations~~distributions, if any); and ~~Crown~~(iii) as ~~PropTech~~promptly ~~Sponsor~~as ~~asserts~~reasonably possible ~~that~~following itsuch isredemption, ~~unable~~subject to ~~satisfy~~the ~~its~~approval ~~indemnification~~of ~~obligations~~our orremaining ~~that~~shareholders itand ~~has~~our noboard ~~indemnification~~of ~~obligations~~directors, ~~related~~liquidate toand adissolve, in ~~particular~~the ~~claim~~case of clauses (ii) and (iii), subject to our ~~independent~~obligations ~~directors~~under ~~would~~Cayman ~~determine~~Islands ~~whether~~law to ~~take~~provide ~~legal~~for ~~action~~claims ~~against~~of ~~Crown~~creditors ~~PropTech~~and the ~~Sponsor~~requirements toof ~~enforce~~other ~~its~~applicable ~~indemnification obligations~~law. ~~While~~There wewill ~~currently~~be ~~expect~~no ~~that~~redemption ~~our~~rights ~~independent~~or ~~directors~~liquidating ~~would~~distributions ~~take~~with ~~legal~~respect ~~action~~to on our ~~behalf~~warrants, which ~~against~~will ~~Crown~~expire ~~PropTech~~worthless ~~Sponsor~~if we fail to ~~enforce~~consummate ~~its~~an ~~indemnification~~initial ~~obligations~~business tocombination ~~us,~~by itMarch is11, ~~possible~~2026. ~~that~~Our ~~our~~fifth ~~independent~~amended ~~directors~~and inrestated memorandum ~~exercising~~and ~~their~~articles ~~business~~of ~~judgment~~association ~~may~~will ~~choose~~provide ~~not~~that, toif dowe sowind inup for any ~~particular~~other ~~instance.~~reason ~~Accordingly,~~prior weto ~~cannot~~the ~~assure~~consummation ~~you~~of ~~that~~our ~~due~~initial business tocombination, ~~claims~~we ofwill ~~creditors~~follow the ~~actual~~foregoing ~~value~~procedures with respect to the liquidation of the ~~per-share~~trust ~~redemption~~account ~~price~~as ~~will~~promptly ~~not~~as bereasonably possible ~~less~~but not more than ~~$10.00~~ten ~~per~~business days ~~Public~~thereafter, ~~Share.~~subject to applicable Cayman Islands law.

18Our sponsors and each member of 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 by March 11, 2026 (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).

~~Table~~Our sponsors, executive officers and directors have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our fifth amended and restated memorandum and articles of ~~Contents~~association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by March 11, 2026 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 but net of taxes, if any, 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 sponsors, any executive officer, director or director nominee, or any other person.

WeAll costs ~~will~~and ~~seek~~expenses toassociated ~~reduce~~with ~~the~~implementing ~~possibility~~our ~~that~~plan ~~Crown~~of ~~PropTech~~dissolution, ~~Sponsor~~as ~~will~~well ~~have~~as topayments ~~indemnify the trust account due~~ to ~~claims~~any of creditors ~~by endeavoring to have all vendors~~, ~~service~~will ~~providers~~be ~~(other~~funded ~~than~~from ~~our~~amounts remaining ~~independent~~out ~~registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim~~ of ~~any~~the ~~kind~~funds ~~in or to monies~~ held inoutside the trust account. ~~Crown~~plus ~~PropTech~~up ~~Sponsor will also not be liable as~~ to ~~any~~$100,000 ~~claims~~of ~~under~~funds ~~our~~from ~~indemnity of~~ the ~~underwriters~~trust ofaccount ~~the~~available ~~Initial~~to ~~Public~~us ~~Offering~~to ~~against~~pay dissolution ~~certain liabilities~~expenses, ~~including~~although ~~liabilities under the Securities Act. In the event that~~ we ~~liquidate,~~cannot ~~and~~assure ityou ~~is subsequently determined~~ that ~~the~~there ~~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~~sufficient ~~than the amount of~~ funds ~~from~~for ~~our trust account received by any~~ such ~~shareholder~~purpose.

If we ~~file~~were ato ~~bankruptcy~~expend orall ~~winding-up~~of ~~petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,~~ the net proceeds ~~held~~of in the ~~trust~~Initial ~~account~~Public ~~could~~Offering ~~be subject to applicable bankruptcy or insolvency law~~ and ~~may be included in our bankruptcy estate and subject to~~ the ~~claims~~sale of ~~third parties with priority over~~ the ~~claims~~Private ofPlacement ~~our~~Warrants, ~~shareholders.~~other Tothan the proceeds ~~extent~~deposited ~~any~~in ~~bankruptcy claims deplete~~ the trust account, weand ~~cannot~~without ~~assure~~taking ~~you~~into weaccount ~~will be able to return $10.00 per Public Share to our Public Shareholders. Additionally~~interest, if weany, ~~file~~earned aon ~~bankruptcy~~the ortrust ~~winding-up~~account, ~~petition~~the ~~or an involuntary bankruptcy or winding~~per-upshare redemption ~~petition~~amount ~~is filed against us that is not dismissed, any distributions~~ received by shareholders ~~could~~upon beour ~~viewed~~dissolution ~~under~~would ~~applicable~~be ~~debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance~~$10.”00. AsThe aproceeds ~~result,~~deposited ain ~~bankruptcy~~the ortrust ~~insolvency~~account ~~court~~ could, ~~seek to recover some~~however, become orsubject ~~all~~to ~~amounts~~the ~~received~~claims ~~by our shareholders. Furthermore, our board~~ of ~~directors may be viewed as having breached its fiduciary duty to~~ our creditors ~~and/or~~which ~~may~~would have ~~acted~~higher inpriority ~~bad~~than ~~faith,~~the ~~and thereby exposing itself and our company to~~ claims of ~~punitive~~our ~~damages, by paying~~ Public Shareholders. ~~from~~We ~~the~~cannot assure ~~trust~~you ~~account~~that ~~prior to addressing~~ the ~~claims~~actual ofper-share ~~creditors.~~redemption Weamount ~~cannot~~received ~~assure~~by ~~you~~shareholders ~~that claims~~ will not be ~~brought~~less ~~against~~than ~~us for these reasons~~$10. 00.

Our 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 by February 11, 2024, (ii) in connection with a shareholder vote to amend our second amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the 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 by February 11, 2024 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 by February 11, 2024, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions of our second amended and restated memorandum and articles of association, like all provisions of our second amended and restated memorandum and articles of association, may be amended with a shareholder vote. 19

19While 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.

~~Table~~Although we have sought and continue to seek to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of ~~Contents~~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. Seeking such waivers from third parties, including prospective business combination targets, may deter such parties from entering into agreements with us. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. 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, Crown PropTech Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (other than our independent registered public accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, Crown PropTech Sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked Crown PropTech Sponsor to reserve for such indemnification obligations, nor have we independently verified whether Crown PropTech Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that Crown PropTech Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that Crown PropTech 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.

~~Comparison~~In the event that the proceeds in the trust account are reduced below the lesser of ~~Redemption~~(i) $10.00 orper ~~Purchase~~Public ~~Prices~~Share and (ii) the actual amount per Public Share held in ~~Connection~~the ~~with~~trust ~~Our~~account ~~Initial~~as ~~Business~~of ~~Combination~~the date of the liquidation of the trust account if less than $10.00 per Public Share due to reductions in the value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, and IfCrown WePropTech ~~Fail~~Sponsor asserts that it is unable to ~~Complete~~satisfy ~~Our~~its ~~Initial~~indemnification ~~Business~~obligations ~~Combination~~or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Crown PropTech Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against Crown PropTech 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 $10.00 per Public Share.

The following table compares the redemptions and other permitted purchases of Public Shares that may take place in connection with the completion of our initial business combination and if we have not consummated an initial business combination by February 11, 2024: 20

		Redemptions in Connection withOur Initial Business Combination		Other Permitted Purchases ofPublic Shares by Our Affiliates		Redemptions if We Fail toComplete an Initial BusinessCombination
Calculation of redemption price		Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our Public Shareholders may redeem their Public Shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.		If we seek shareholder approval of our initial business combination, our Anchor Investor, Initial Shareholders, directors, officers, advisors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsors, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions; they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. 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.		If we have not consummated an initial business combination by February 11, 2024, we will redeem all Public Shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest income to pay dissolution expenses) divided by the number of then outstanding Public Shares.

We will seek to reduce the possibility that Crown PropTech Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Crown PropTech Sponsor will also not be liable as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. 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 than the amount of funds from our trust account received by any such shareholder.

20If we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy or insolvency law and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.00 per Public Share to our Public Shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some, or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying Public Shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

~~Table~~Our Public Shareholders will be entitled to receive funds from the trust account only (i) in the event of ~~Contents~~the redemption of our Public Shares if we do not complete our initial business combination by March 11, 2026, (ii) in connection with a shareholder vote to amend our fifth 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 by March 11, 2026 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 by March 11, 2026, 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 fifth amended and restated memorandum and articles of association, like all provisions of our fifth amended and restated memorandum and articles of association, may be amended with a shareholder vote.

Redemptions in Connection withOur Initial Business Combination Other Permitted Purchases ofPublic Shares by Our Affiliates Redemptions if We Fail toComplete an Initial BusinessCombination Impact to remaining shareholders The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the taxes payable. If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. The redemption of our Public Shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsors, who will be our only remaining shareholders after such redemptions.21

~~Competition~~Comparison of Redemption or Purchase Prices in Connection with Our Initial Business Combination and If We Fail to Complete Our Initial Business Combination.

InThe following ~~identifying,~~table ~~evaluating~~compares ~~and~~the ~~selecting~~redemptions a target business for our initial business combination, we may encounter competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other ~~resources~~permitted ~~than~~purchases ~~us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition~~ of aPublic ~~target~~Shares ~~business.~~that ~~Furthermore,~~may ~~our~~take ~~obligation~~place ~~to pay cash~~ in connection with ~~our Public Shareholders who exercise their redemption rights may reduce~~ the ~~resources~~completion of ~~available to us for~~ our initial business combination and ~~our~~if ~~outstanding~~we ~~warrants,~~have ~~and the future dilution they potentially represent, may~~ not beconsummated ~~viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating~~ an initial business combination. by March 11, 2026:

Facilities

		Redemptions in Connection with Our Initial Business Combination		Other Permitted Purchases of Public Shares by Our Affiliates		Redemptions if We Fail to Complete an Initial Business Combination
Calculation of redemption price		Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our Public Shareholders may redeem their Public Shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares, subject to the limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including, but not limited, to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.		If we seek shareholder approval of our initial business combination, our Anchor Investor, Initial Shareholders, directors, officers, advisors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination. There is no limit to the prices that our sponsors, directors, officers, advisors or their affiliates may pay in these transactions. If they engage in such transactions; they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. 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.		If we have not consummated an initial business combination by March 11, 2026, we will redeem all Public Shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.00 per share), including interest earned on the funds held in the trust account and not previously released to us (less taxes payable and up to $100,000 of interest income to pay dissolution expenses) divided by the number of then outstanding Public Shares.

~~We currently maintain our executive offices at 28 West 25th Street, Floor 6, New York, New York 10010. We consider our current office space adequate for our current operations.~~ 22

~~Employees~~Redemptions in Connection with Our Initial Business Combination Other Permitted Purchases of Public Shares by Our Affiliates Redemptions if We Fail to Complete an Initial Business Combination Impact to remaining shareholders The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the taxes payable. If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us. The redemption of our Public Shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our sponsors, who will be our only remaining shareholders after such redemptions.

We currently have two 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. Competition

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

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

We currently ~~will~~maintain ~~provide~~our ~~shareholders~~executive ~~with~~offices ~~audited~~at ~~financial~~40 ~~statements~~West of57th ~~the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood~~Street, ~~these~~29th ~~financial statements will need to be prepared in accordance with~~Floor, orNew ~~reconciled to~~York, ~~generally~~New ~~accepted~~York ~~accounting~~10019. ~~principles~~We inconsider ~~the~~our ~~United~~current office ~~States~~space ~~(“GAAP”)~~adequate orfor ~~International~~our ~~Financial~~current operations.

21 Employees

~~Table~~We currently have one executive officer. This individual is not obligated to devote any specific number of ~~Contents~~hours to our matters, but he intends to devote as much of his time as he deems necessary to our affairs until we have completed our initial business combination. The amount of time he 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.

Periodic Reporting ~~Standards, depending on the circumstances,~~ and ~~the~~Financial ~~historical~~Information financial statements may be required to be audited in accordance with the standards of the United States Public Company Accounting Oversight Board (“PCAOB”). These financial statement requirements may limit the pool of potential target businesses we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

We have ~~are~~registered ~~required to evaluate~~ our ~~internal~~units ~~control~~and ~~procedures for the fiscal year ending December~~Class ~~31,~~A ~~2022~~ordinary asshares ~~required~~under by the ~~Sarbanes-Oxley~~Exchange Act. ~~Only~~and inhave ~~the~~reporting ~~event we are deemed to be a large accelerated filer or an accelerated filer~~obligations, ~~and~~including nothe ~~longer~~requirement that ~~qualify~~we asfile ~~an emerging growth company~~annual, ~~will~~quarterly weand becurrent ~~required~~reports towith ~~have~~the ~~our internal control procedures audited~~SEC. AIn ~~target~~accordance ~~business may not be in compliance~~ with the ~~provisions~~requirements of the ~~Sarbanes-~~Exchange ~~Oxley~~ Act, ~~regarding~~our ~~adequacy~~annual reports ofwill ~~their~~contain ~~internal~~financial ~~controls.~~statements ~~The~~audited ~~development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time~~ and ~~costs~~reported ~~necessary~~on toby ~~complete~~our ~~any~~independent ~~such~~registered ~~business~~public ~~combination~~accountants.

We will ~~have~~provide ~~filed~~shareholders awith ~~registration~~audited ~~statement~~financial onstatements ~~Form~~of ~~8-A~~the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled to, generally accepted accounting principles in the ~~SEC~~United States (“GAAP”) or International Financial Reporting Standards, depending on the circumstances, and the historical financial statements may be required to ~~voluntarily~~be ~~register~~audited ~~our~~in ~~securities~~accordance ~~under~~with ~~Section 12~~the standards of the ~~Exchange~~United ~~Act~~States Public Company Accounting Oversight Board (“PCAOB”). These Asfinancial astatement ~~result,~~requirements may limit the pool of potential target businesses we ~~are~~may ~~subject~~conduct an initial business combination with because some targets may be unable to ~~the~~provide such statements in time for us to disclose such statements in accordance with federal proxy rules and ~~regulations~~complete ~~promulgated~~our ~~under~~initial business combination within the ~~Exchange~~prescribed ~~Act~~time frame. We ~~have~~cannot noassure ~~current~~you ~~intention~~that ofany ~~filing~~particular target business identified by us as a ~~Form~~potential 15business tocombination ~~suspend~~candidate ~~our~~will ~~reporting~~have orfinancial ~~other~~statements ~~obligations~~prepared ~~under~~in accordance with the ~~Exchange~~requirements ~~Act~~outlined ~~prior~~above, or ~~subsequent~~that the potential target business will be able to prepare its financial statements in accordance with the ~~consummation~~requirements ofoutlined ~~our~~above. ~~initial~~To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool of potential business combination. candidates, we do not believe that this limitation will be material.

We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Amended) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, 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) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us. 23

We are anrequired ~~“emerging~~to ~~growth~~evaluate ~~company,”~~our asinternal ~~defined~~control inprocedures ~~Section 2(a)~~for of the ~~Securities~~fiscal ~~Act~~year ending December 31, 2023 as ~~modified~~required by the ~~JOBS~~ Sarbanes-Oxley Act. AsOnly ~~such,~~in the event we are ~~eligible~~deemed to ~~take~~be ~~advantage~~a oflarge ~~certain~~accelerated ~~exemptions~~filer ~~from~~or ~~various~~an ~~reporting~~accelerated ~~requirements~~filer, ~~that~~and ~~are~~no ~~applicable~~longer toqualify ~~other~~as ~~public~~an ~~companies~~emerging ~~that~~growth company, ~~are~~will ~~not~~we ~~“emerging~~be ~~growth~~required ~~companies”~~to ~~including,~~have ~~but~~our ~~not~~internal ~~limited~~control ~~to,~~procedures ~~not~~audited. ~~being~~A ~~required~~target tobusiness ~~comply~~may ~~with~~not ~~the~~be ~~auditor~~in ~~attestation~~compliance ~~requirements~~with ofthe ~~Section 404~~ provisions of the Sarbanes- Oxley Act, ~~reduced disclosure obligations~~ regarding ~~executive~~adequacy ~~compensation~~of intheir ~~our~~internal ~~periodic~~controls. ~~reports~~The ~~and~~development ~~proxy~~of ~~statements, and exemptions from~~ the ~~requirements~~internal ofcontrols ~~holding a non-binding advisory vote on executive compensation and shareholder approval~~ of any ~~golden~~such ~~parachute~~entity to ~~payments~~achieve ~~not~~compliance ~~previously~~with ~~approved.~~the IfSarbanes-Oxley ~~some~~Act ~~investors find our securities less attractive as a result, there~~ may beincrease athe ~~less~~time ~~active trading market for our securities~~ and ~~the~~costs ~~prices~~necessary ofto ~~our~~complete ~~securities~~any ~~may~~such bebusiness ~~more volatile~~combination.

InWe have ~~addition,~~filed ~~Section 107~~a ofregistration ~~the~~statement ~~JOBS~~on ~~Act~~Form ~~also~~8-A ~~provides~~with ~~that~~the anSEC ~~“emerging~~to ~~growth~~voluntarily ~~company”~~register ~~can~~our ~~take~~securities ~~advantage~~under ~~of the extended transition period provided in~~ Section ~~7(a)(2)(B)~~12 of the ~~Securities~~ Exchange Act. ~~for~~As ~~complying~~a ~~with~~result, ~~new~~we orare ~~revised~~subject ~~accounting~~to ~~standards.~~the Inrules ~~other~~and ~~words,~~regulations anpromulgated ~~“emerging~~under ~~growth~~the ~~company”~~Exchange ~~can~~Act. ~~delay~~We ~~the~~have ~~adoption~~no current intention of ~~certain~~filing a ~~accounting~~Form ~~standards~~15 ~~until~~to ~~those~~suspend ~~standards~~our ~~would~~reporting ~~otherwise~~or ~~apply~~other toobligations ~~private~~under ~~companies.~~the WeExchange ~~intend~~Act toprior ~~take~~or ~~advantage~~subsequent ofto the ~~benefits~~consummation of ~~this~~our ~~extended~~initial business ~~transition period~~combination.

22We are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions Act (As Amended) of the Cayman Islands, for a period of 20 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, 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) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation of us.

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

WeIn addition, ~~will~~Section 107 ~~remain~~of the JOBS Act also provides that an “emerging growth company” ~~until~~can ~~the~~take ~~earlier~~advantage of ~~(1)~~ the ~~last~~extended transition ~~day~~period ofprovided ~~the~~in ~~fiscal year~~ Section 7(a) ~~following~~(2)(B) ~~the fifth anniversary~~ of the ~~completion~~Securities ofAct ~~this~~for ~~offering,~~complying ~~(b) in~~with ~~which~~new weor ~~have~~revised ~~total~~accounting ~~annual~~standards. ~~gross~~In other ~~revenue of at least $1.235 billion~~words, oran ~~(c) in~~“emerging ~~which~~growth wecompany” ~~are~~can ~~deemed~~delay ~~to be a large accelerated filer, which means~~ the ~~market~~adoption ~~value~~ of ~~our~~certain ~~Class A~~accounting ~~ordinary~~standards ~~shares~~until ~~that~~those ~~are~~standards ~~held~~would otherwise byapply ~~non-affiliates~~to ~~equal~~private orcompanies. ~~exceeds~~We ~~$700 million~~intend asto oftake ~~the~~advantage ~~prior~~of ~~June 30, and (2)~~ the ~~date~~benefits onof ~~which~~this weextended ~~have~~transition ~~issued more than $1.0 billion in non-convertible debt during the prior three-year~~ period.

23We will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market value of our Class A ordinary shares that are held by non-affiliates equal or exceeds $700 million as of the prior June 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

~~Table of Contents~~24

Item 1A. Risk Factors

Our business, financial condition, financial results, and future growth prospects are subject to a number of risks and uncertainties, including those set forth below. The occurrence of any of the following risks could have a material adverse effect on our business, financial condition, financial results, and future growth prospects. Additional risks and uncertainties that are not currently known to us or that we do not currently believe to be material may also negatively affect our business, financial condition, financial results, and future growth prospects.

Summary Risk Factors

The following is a summary of the more significant risks relating to the Company.

Risks Related to Our Business

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

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

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

•● If we seek shareholder approval of our initial business combination, our Initial Shareholders and management team have agreed to vote in favor of such initial business combination, regardless of how our Public Shareholders vote.

•● ~~Our~~We ~~search~~may ~~for~~not abe able to complete our initial business combination, ~~and~~within ~~any~~the ~~partner~~time ~~business~~period ~~with~~prescribed in our Articles, in which case we ~~ultimately~~would ~~complete~~cease aall ~~business~~operations ~~combination,~~except ~~may~~for bethe ~~materially~~purpose ~~adversely~~of ~~affected~~winding byup ~~the~~and ~~COVID-19~~we ~~pandemic~~would redeem our Public Shares and liquidate, in which case our Public Shareholders may receive only $11.61 per share (based on the ~~status~~Trust Account balance as of ~~debt~~August 28, 2025), or less than such amount in certain circumstances, and ~~equity~~our ~~markets~~warrants will expire worthless.

•● WeOur ~~may~~search ~~not~~for bean ~~able to complete our~~ initial business combination, ~~within~~and 36any ~~months~~target ~~after~~business ~~the~~with ~~closing~~which ofwe ~~the~~ultimately ~~Initial~~consummate ~~Public~~an ~~Offering~~initial business combination, inmay ~~which~~be ~~case~~materially weadversely ~~would~~affected ~~cease~~by ~~all~~any ~~operations~~negative ~~except~~impact ~~for~~on the ~~purpose~~global ofeconomy ~~winding up~~ and wecapital ~~would~~markets ~~redeem~~resulting ~~our~~from ~~Public~~the ~~Shares~~conflict ~~and liquidate,~~ in ~~which~~Ukraine ~~case our Public Shareholders may receive only $10.00 per share,~~ or ~~less~~any ~~than~~other ~~such~~geopolitical ~~amount in certain circumstances, and our warrants will expire worthless~~tensions.

•● ~~Our~~You ~~search~~will ~~for~~not anhave ~~initial business combination, and~~ any ~~target~~rights ~~business~~or ~~with~~interests ~~which~~in wefunds ~~ultimately~~from ~~consummate~~the antrust ~~initial business combination~~account, ~~may~~except beunder ~~materially~~certain ~~adversely~~limited ~~affected~~circumstances. byTherefore, ~~any~~to ~~negative~~liquidate ~~impact~~your oninvestment, ~~the~~you ~~global~~may ~~economy~~be ~~and~~forced ~~capital~~to ~~markets~~sell ~~resulting~~your ~~from~~Public ~~the~~Shares ~~conflict in Ukraine~~ or ~~any~~warrants, ~~other~~potentially ~~geopolitical~~at ~~tensions~~a loss.

•● ~~You~~We ~~will~~cannot ~~not~~assure ~~have~~you ~~any~~that ~~rights~~our ordiligence ~~interests~~review inhas ~~funds~~identified ~~from~~all ~~the~~material ~~trust~~risks ~~account,~~associated ~~except~~with ~~under~~the ~~certain~~announced ~~limited~~Business ~~circumstances.~~Combination ~~Therefore~~Agreement, toand ~~liquidate your investment,~~ you may be ~~forced~~less toprotected ~~sell~~as ~~your~~an ~~Public~~investor ~~Shares~~from orany ~~warrants,~~material ~~potentially~~issues atwith arespect ~~loss~~to the acquired business.

~~Risks~~● ~~Related~~If the announced Business Combination Agreement is consummated you will experience dilution due to ~~Our~~the ~~Securities~~issuance of new shares of common stock and securities convertible into common stock to the existing stockholders of the acquired business as consideration.

•Risks Related ~~NYSE may delist our securities from trading on its exchange, which could limit investors’ ability~~ to ~~make~~Our ~~transactions~~Securities ~~in our securities and subject us to additional trading restrictions.~~

•● ~~You~~NYSE ~~will~~has ~~not~~delisted beour ~~entitled~~securities tofrom ~~protections~~trading ~~normally~~on ~~afforded~~its toexchange, which limits investors’ ofability ~~many~~to ~~other~~make ~~blank~~transactions ~~check~~in ~~companies~~our securities and subjects us to additional trading restrictions.

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

~~Table of Contents~~25

•● If the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination, and we will depend on loans from our sponsors or management team to fund our search and to complete our initial business combination.

Risks Related to Our Trust Account

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

•● Our directors may decide not to enforce the indemnification obligations of Crown PropTech Sponsor, resulting in a reduction in the amount of funds in the trust account available for distribution to our Public Shareholders.

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

Risks Related to Our Operations

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

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

Risks Related to Our Corporate Structure

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

•● Holders of Class A ordinary shares will not be permitted to exercise their warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.

Risks Related to Our Search for a Business Combination

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

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

•● Since our sponsors, Anchor Investor, officers and directors will lose their entire investment in us if our initial business combination is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination.

•● The SEC has recently issued proposed rules to regulate special purpose acquisition companies. Certain of the procedures that we, a potential business combination target, or others may determine to undertake in connection with such proposals may increase our costs and the time needed to complete our initial business combination and may constrain the circumstances under which we could complete a business combination.

25 26

~~Table~~Risks Related ofto ~~Contents~~Our Organizational Documents and Structure

~~Risks~~● ~~Related~~In order to ~~Our~~effectuate ~~Organizational~~an ~~Documents~~initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and ~~Structure~~other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our fifth amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.

•Risks Related ~~In order~~ to ~~effectuate~~Our an initial business combination, special purpose acquisition companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their warrant agreements. We cannot assure you that we will not seek to amend our second amended and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our initial business combination that our shareholders may not support.Warrants

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

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

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

•● WeRecent ~~are~~increases anin ~~emerging~~inflation ~~growth company~~ and ainterest ~~smaller~~rates ~~reporting~~in ~~company within~~ the ~~meaning~~United ofStates ~~the Securities Act,~~ and ifelsewhere ~~we take advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this~~ could make ~~our securities less attractive to investors and may make~~ it more difficult tofor ~~compare~~us ~~our~~to ~~performance~~consummate ~~with~~an ~~other~~initial ~~public~~business ~~companies~~combination.

•● ~~Recent~~We ~~increases~~have inidentified ~~inflation~~a ~~and~~material ~~interest~~weakness ~~rates~~ in ~~the~~our ~~United~~internal ~~States~~control ~~and~~over ~~elsewhere~~financial reporting. This material weakness could ~~make~~continue itto ~~more~~adversely ~~difficult~~affect ~~for~~our usability to ~~consummate~~report anour ~~initial~~results ~~business~~of ~~combination~~operations and financial condition accurately and in a timely manner.

•Risks Associated Wewith ~~have~~Acquiring ~~identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely affect our ability to report our results of operations~~ and ~~financial~~Operating ~~condition~~a ~~accurately~~Business ~~and~~ in aForeign ~~timely~~Countries ~~manner.~~

~~Risks~~● ~~Associated~~If we effect our initial business combination with ~~Acquiring~~a ~~and~~company ~~Operating~~located outside of the United States, we would be subject to a ~~Business~~variety inof ~~Foreign~~additional ~~Countries~~risks that may adversely affect us.

•Risks Related ~~If we effect our initial business combination with a company located outside of the United States, we would be subject~~ to aOur ~~variety~~Business ~~of additional risks that may adversely affect us.~~

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

We are a blank check company incorporated under the laws of the Cayman Islands with nooperations ~~operating~~limited ~~history~~to pursuing and noreviewing ~~revenues,~~potential opportunities ~~and~~for the initial business combination since the Initial Public Offering. Because we lack an operating history, you have no basis onupon which to evaluate our ability to achieve our business objective of completing our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

WeOur Public ~~are~~Shareholders amay ~~blank~~not ~~check~~be ~~company~~afforded ~~incorporated~~an ~~under~~opportunity ~~the laws of the Cayman Islands with operations limited~~ to ~~pursuing~~vote ~~and~~on ~~reviewing~~our ~~potential~~proposed ~~opportunities for the~~ initial business combination, ~~since~~and ~~the~~even ~~Initial~~if ~~Public Offering. Because~~ we ~~lack~~hold ana ~~operating history~~vote, holders ~~you~~of ~~have~~our noFounder ~~basis~~Shares ~~upon~~will ~~which~~participate toin ~~evaluate~~such ~~our~~vote, ~~ability~~which tomeans ~~achieve~~we ~~our~~may ~~business~~complete ~~objective of completing~~ our initial business combination. Ifeven wethough a ~~fail~~majority toof ~~complete~~ our ~~initial~~Public ~~business~~Shareholders ~~combination,~~do wenot ~~will~~support ~~never~~such ~~generate~~a ~~any operating revenues~~combination.

~~Our~~We may ~~Public~~choose ~~Shareholders~~not ~~may~~to ~~not~~hold bea ~~afforded~~shareholder anvote ~~opportunity~~to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to ~~vote~~whether onwe ~~our~~will ~~proposed~~seek ~~initial~~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 ~~even~~will be based on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Even if we ~~hold~~seek ashareholder ~~vote~~approval, the holders of our Founder Shares will participate in ~~such~~the vote, ~~which~~on ~~means~~such approval. Accordingly, we may complete our initial business combination even ~~though~~if holders of a majority of our ~~Public~~ordinary ~~Shareholders~~shares do not ~~support~~approve ~~such~~of athe business combination. we complete.

We may choose not to hold a shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business 27

26Your only opportunity to effect your investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.

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

If ~~combination~~we orseek ~~will~~shareholder ~~allow~~approval ~~shareholders~~of toour ~~sell~~initial ~~their~~business ~~shares to us in a tender offer will be made by us~~combination, ~~solely in~~ our ~~discretion,~~Initial ~~and~~Shareholders ~~will be based on a variety of factors, such as the timing of the transaction~~ and ~~whether~~management ~~the~~team ~~terms~~have ofagreed ~~the transaction would otherwise require us~~ to ~~seek~~vote ~~shareholder~~in favor ~~approval. Even if we seek shareholder approval, the holders~~ of ~~our Founder Shares will participate in the vote on~~ such ~~approval. Accordingly, we may complete our~~ initial business combination, ~~even~~regardless ~~if holders~~ of ahow ~~majority of~~ our ~~ordinary~~Public ~~shares~~Shareholders ~~do not approve of the business combination we complete~~vote.

~~Your~~Our Initial ~~only~~Shareholders ~~opportunity~~own 93.3% of our issued and outstanding ordinary shares since the completion of Initial Public Offering. Our Initial Shareholders and management team also may from time to ~~effect~~time ~~your~~purchase ~~investment~~Class A ~~decision~~ordinary ~~regarding~~shares aprior ~~potential~~to our initial business combination. Our ~~may~~fifth amended and restated memorandum and articles of association provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be ~~limited~~approved toif we receive an ordinary resolution under Cayman Islands law, which requires the ~~exercise~~affirmative vote of ~~your~~a ~~right~~majority toof ~~redeem~~the ~~your~~shareholders ~~shares~~who ~~from~~attend usand ~~for~~vote ~~cash~~at a general meeting of the company, including the Founder Shares. As a result, our Initial Shareholders’ Founder Shares, would fulfill the majority vote needed to have our initial business combination approved.

AtThe ability ~~the time~~ of ~~your~~our ~~investment~~Public inShareholders ~~us, you will not be provided with an opportunity~~ to ~~evaluate~~redeem ~~the~~their ~~specific~~shares ~~merits~~for orcash ~~risks~~may ofmake our ~~initial~~financial ~~business~~condition ~~combination.~~unattractive ~~Since~~to ~~our~~potential ~~board of directors may complete such~~ business combination ~~without seeking shareholder approval~~targets, ~~and~~which ~~then Public Shareholders~~ may ~~not~~make ~~have~~it ~~the~~difficult ~~right~~for orus ~~opportunity~~ to ~~vote~~enter oninto ~~the~~a business combination, ~~unless~~with wea ~~seek such shareholder vote~~target. Accordingly, your only opportunity to effect your investment decision regarding our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least 20 business days) set forth in our tender offer documents mailed to our Public Shareholders in which we describe our initial business combination.

We may seek to enter into a business combination transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many Public Shareholders exercise their redemption rights, we ~~seek~~would ~~shareholder~~not ~~approval~~be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon completion of our initial business combination, or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our ~~Initial~~initial ~~Shareholders~~business combination. ~~and~~Consequently, ~~management~~if ~~team~~accepting ~~have~~all ~~agreed~~properly submitted redemption requests would cause our net tangible assets, to ~~vote~~be inless ~~favor~~than $5,000,001 upon completion of ~~such~~our initial business combination or less than such greater amount necessary to satisfy a closing condition as described above, ~~regardless~~we ofwould ~~how~~not proceed with such redemption of our Public ~~Shareholders~~Shares ~~vote~~and the related business combination, and we may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. If we are able to consummate an initial business combination, the per-share value of shares held by non-redeeming shareholders will not reflect an obligation to pay deferred underwriting commissions, which have been waived by the underwriters.

Our Initial Shareholders own 55.1% of our issued and outstanding ordinary shares since the completion of Initial Public Offering. Our Initial Shareholders and management team also may from time to time purchase Class A ordinary shares prior to our initial business combination. Our second amended and restated memorandum and articles of association provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive 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, including the Founder Shares. As a result, our Initial Shareholders’ Founder Shares, would fulfill the majority vote needed to have our initial business combination approved. 28

The ability of our Public Shareholders to ~~redeem~~exercise ~~their~~redemption ~~shares~~rights ~~for~~with ~~cash~~respect ~~may make our financial condition unattractive~~ to ~~potential~~a ~~business~~large ~~combination~~number ~~targets,~~of ~~which~~our shares may ~~make~~not itallow ~~difficult for~~ us to ~~enter~~complete the ~~into~~most adesirable business combination ~~with~~or aoptimize ~~target~~our capital structure.

WeAt the ~~may~~time ~~seek~~we to enter into aan ~~business~~agreement ~~combination~~for ~~transaction~~our ~~agreement~~initial ~~with~~business acombination, ~~minimum~~we ~~cash~~will ~~requirement~~not ~~for~~know ~~(i) cash~~how ~~consideration~~many toshareholders bemay ~~paid~~exercise totheir ~~the~~redemption rights, ~~target~~and ortherefore ~~its~~will ~~owners,~~need ~~(ii) cash~~to ~~for~~structure ~~working~~the ~~capital~~transaction orbased ~~other~~on ~~general~~our ~~corporate~~expectations ~~purposes~~as orto ~~(iii)~~ the ~~retention~~number of ~~cash~~shares tothat ~~satisfy~~will ~~other~~be ~~conditions~~submitted for redemption. If ~~too~~our ~~many~~initial ~~Public~~business ~~Shareholders~~combination ~~exercise~~agreement ~~their~~requires ~~redemption~~us ~~rights,~~to weuse ~~would~~a ~~not~~portion beof ~~able~~the tocash ~~meet~~in ~~such~~the ~~closing~~trust ~~condition~~account ~~and,~~to aspay athe purchase ~~result~~price, ~~would~~or ~~not~~requires beus ~~able~~ to ~~proceed~~have ~~with~~a ~~the~~minimum ~~business~~amount ~~combination.~~of ~~Furthermore,~~cash inat noclosing, ~~event~~we will weneed ~~redeem~~to ~~our~~reserve ~~Public~~a ~~Shares~~portion inof anthe ~~amount~~cash ~~that~~in ~~would~~the ~~cause~~trust account ~~our~~to ~~net~~meet ~~tangible~~such ~~assets~~requirements, toor bearrange ~~less~~for ~~than~~third ~~$5,000,001~~party ~~upon~~financing. ~~completion~~In ofaddition, ~~our~~if ~~initial~~a ~~business~~larger ~~combination,~~number orof ~~any~~shares ~~greater~~are ~~net~~submitted ~~tangible~~for redemption ~~asset~~than orwe ~~cash~~initially ~~requirement~~expected, ~~that~~we may beneed ~~contained~~to inrestructure the ~~agreement~~transaction ~~relating~~ to ~~our~~reserve ~~initial~~a ~~business~~greater ~~combination.~~portion ~~Consequently,~~of ifthe ~~accepting~~cash ~~all~~in ~~properly~~the ~~submitted~~trust account ~~redemption~~or ~~requests~~arrange ~~would~~for ~~cause~~third ~~our~~party ~~net~~financing. ~~tangible~~Raising ~~assets,~~additional tothird beparty ~~less~~financing ~~than~~may ~~$5,000,001~~involve ~~upon~~dilutive ~~completion~~equity ofissuances ~~our~~or ~~initial~~the ~~business~~incurrence of ~~combination~~indebtedness orat ~~less~~higher than ~~such~~desirable ~~greater~~levels. ~~amount~~Furthermore, ~~necessary~~this todilution ~~satisfy~~would aincrease ~~closing~~to ~~condition~~the asextent ~~described~~that ~~above,~~the weanti-dilution ~~would~~provision of ~~not~~the ~~proceed~~Class B ~~with~~ordinary ~~such~~shares ~~redemption~~results ofin ~~our~~the ~~Public~~issuance ~~Shares~~of ~~and~~Class A ~~the~~ordinary ~~related~~shares ~~business~~on ~~combination,~~a ~~and~~greater wethan ~~may~~one-to-one ~~instead~~basis ~~search~~upon ~~for~~conversion of anthe ~~alternate~~Class B ~~business~~ordinary ~~combination.~~shares ~~Prospective~~at ~~targets~~the ~~will~~time ~~be aware~~ of ~~these~~our ~~risks~~initial ~~and,~~business ~~thus,~~combination. ~~may~~The beper-share ~~reluctant~~amount towe ~~enter~~will ~~into~~distribute ato ~~business~~shareholders who ~~combination~~properly ~~transaction~~exercise ~~with~~their ~~us.~~redemption Ifrights wewill ~~are~~not ~~able~~be toreduced ~~consummate~~by andeferred ~~initial~~underwriting ~~business combination~~commissions, ~~the~~which ~~per-share~~have ~~value~~been ofwaived. ~~shares~~The ~~held~~above considerations bymay ~~non-redeeming~~limit ~~shareholders~~our ~~will~~ability ~~not~~to ~~reflect~~complete anthe ~~obligation~~most todesirable ~~pay~~business ~~deferred~~combination ~~underwriting~~available ~~commissions,~~to ~~which~~us ~~have~~or ~~been~~optimize ~~waived~~our bycapital ~~the underwriters~~structure.

27The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares.

~~Table~~If our initial business combination agreement requires us to use a portion of ~~Contents~~the cash in the trust account to pay the purchase price, or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful, you would not receive your pro rata portion of the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we liquidate or you are able to sell your shares in the open market.

The requirement ~~ability~~that ofwe complete our ~~Public~~initial ~~Shareholders~~business tocombination ~~exercise~~within ~~redemption~~the ~~rights~~time ~~with~~period ~~respect~~prescribed toin aour ~~large~~Articles ~~number~~may ofgive ~~our~~potential ~~shares~~target businesses leverage over us in negotiating a business combination and may ~~not~~limit ~~allow~~the ustime we have in which to ~~complete~~conduct ~~the~~due ~~most~~diligence ~~desirable~~on potential business combination ortargets, ~~optimize~~in particular as we approach our ~~capital~~dissolution ~~structure~~deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.

AtAny potential ~~the~~target ~~time~~business with which we enter into annegotiations ~~agreement~~concerning ~~for~~a ~~our initial~~ business combination, we will ~~not~~be ~~know~~aware ~~how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares~~ that ~~will~~we bemust ~~submitted for redemption. If~~ complete our initial business combination ~~agreement~~within ~~requires~~the ustime toperiod ~~use~~prescribed ~~a portion of the cash~~ in ~~the~~our ~~trust~~Articles. ~~account~~Consequently, tosuch ~~pay~~target ~~the~~business ~~purchase~~may ~~price,~~obtain orleverage over ~~requires~~ us ~~to have a minimum amount of cash at closing, we will need to reserve a portion of the cash~~ in ~~the~~negotiating ~~trust~~an ~~account~~initial tobusiness ~~meet such requirements~~combination, orknowing ~~arrange~~that ~~for third party financing. In addition,~~ if awe ~~larger~~do ~~number~~not ofcomplete ~~shares~~our ~~are~~initial ~~submitted~~business ~~for~~combination ~~redemption~~with ~~than~~that particular wetarget ~~initially expected~~business, we may ~~need~~be tounable ~~restructure the transaction~~ to ~~reserve~~complete aour ~~greater~~initial ~~portion~~business ofcombination ~~the~~with ~~cash~~any intarget ~~the trust account or arrange for third party financing~~business. ~~Raising~~This ~~additional~~risk ~~third~~will ~~party~~increase as ~~financing~~we ~~may~~get ~~involve~~closer ~~dilutive~~to ~~equity issuances or~~ the ~~incurrence~~timeframe ofdescribed ~~indebtedness at higher than desirable levels~~above. ~~Furthermore~~In addition, ~~this~~we ~~dilution~~may ~~would~~have ~~increase~~limited totime ~~the extent that the anti-dilution provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-~~to~~-one~~ ~~basis~~conduct ~~upon~~due ~~conversion~~diligence ofand ~~the~~may ~~Class B~~enter ~~ordinary shares at the time of~~ into our initial business combination. ~~The~~on ~~per-share~~terms ~~amount~~that we ~~will~~would ~~distribute to shareholders who properly exercise their redemption rights will not be reduced by deferred underwriting commissions, which~~ have ~~been~~rejected ~~waived.~~upon ~~The~~a ~~above~~more ~~considerations~~comprehensive ~~may limit our ability to complete the most desirable business combination available to us or optimize our capital structure~~investigation.

The ability of our Public Shareholders to exercise redemption rights with respect to a large number of our shares could increase the probability that our initial business combination would be unsuccessful and that you would have to wait for liquidation in order to redeem your shares. 29

IfWe may ~~our~~not ~~initial~~be ~~business~~able ~~combination agreement requires us~~ to ~~use~~complete ~~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~~within bethe ~~unsuccessful~~time isperiod ~~increased.~~prescribed Ifin our ~~initial~~Articles, ~~business~~in ~~combination~~which iscase ~~unsuccessful,~~we ~~you~~ would cease ~~not~~all ~~receive~~operations ~~your~~except ~~pro~~for ~~rata~~the ~~portion~~purpose of ~~the~~winding ~~trust~~up ~~account~~and ~~until~~ we ~~liquidate~~would ~~the~~redeem ~~trust~~our ~~account.~~Public IfShares ~~you~~and ~~are in need of immediate liquidity~~liquidate, ~~you could attempt to sell your shares~~ in ~~the~~which ~~open~~case ~~market; however, at such time~~ our ~~shares~~Public Shareholders may ~~trade~~receive atonly a$11.61 ~~discount to the pro rata amount~~ per share in(based ~~the trust account. In either situation, you may suffer a material loss~~ on ~~your investment or lose~~ the ~~benefit~~Trust ofAccount ~~funds~~balance ~~expected~~as ~~in connection with your exercise~~ of ~~redemption~~August ~~rights~~28, ~~until~~2025), ~~we liquidate~~ or ~~you~~less ~~are~~than ~~able~~such toamount ~~sell~~in certain ~~your~~circumstances, ~~shares~~and inour ~~the~~warrants ~~open~~will ~~market~~expire worthless.

~~The~~We may ~~requirement~~not ~~that~~be weable to find a suitable target business and complete our initial business combination ~~within~~by ~~36 months~~March ~~after~~11, ~~the~~2026. ~~closing~~Our ofability ~~the~~to ~~Initial~~complete our ~~Public~~initial ~~Offering~~business combination may ~~give~~be ~~potential~~negatively ~~target~~impacted ~~businesses~~by ~~leverage~~general ~~over~~market usconditions, volatility in ~~negotiating~~the acapital ~~business~~and ~~combination~~debt markets and the other risks described herein, including as a result of terrorist attacks, natural disasters or a significant outbreak of infectious diseases. Additionally, terrorist attacks, natural disasters or a significant outbreak of infectious diseases may ~~limit~~negatively ~~the~~impact ~~time~~businesses we may seek to acquire. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in ~~which~~cash, equal to ~~conduct~~the ~~due~~aggregate ~~diligence~~amount then on ~~potential~~deposit ~~business~~in ~~combination~~the ~~targets~~trust account, including interest earned on the funds held in ~~particular~~the astrust weaccount ~~approach~~(less ~~our~~taxes payable and up to $100,000 of interest income to pay dissolution ~~deadline~~expenses), divided by the number of then outstanding Public Shares, which ~~could~~redemption ~~undermine~~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 ~~ability~~remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to ~~complete~~our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In such case, our ~~initial~~Public ~~business~~Shareholders ~~combination~~may receive only $11.61 per share (based on ~~terms~~the ~~that~~Trust ~~would~~Account ~~produce~~balance ~~value~~as ~~for~~of August 28, 2025), or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless. See “—If third parties bring claims against us, the funds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $11.61 per share (based on the Trust Account balance as of August 28, 2025)” and other risk factors herein.

~~Any potential target business with which we enter into negotiations concerning~~ If a ~~business~~shareholder ~~combination~~fails ~~will~~to bereceive ~~aware~~notice ~~that~~of ~~we must complete~~ our ~~initial~~offer ~~business~~to ~~combination~~redeem ~~within~~our ~~36 months from the closing of the Initial~~ Public ~~Offering.~~Shares ~~Consequently, such target business may obtain leverage over us~~ in ~~negotiating~~connection anwith ~~initial business combination, knowing that if we do not complete~~ our initial business combination ~~with that particular target business~~, weor fails ~~may be unable~~ to ~~complete~~comply ~~our initial business combination~~ with ~~any~~the ~~target~~procedures ~~business.~~for ~~This~~submitting ~~risk~~or ~~will~~tendering ~~increase~~its ~~as we get closer to the timeframe described above. In addition~~shares, wesuch ~~may~~shares ~~have limited time to conduct due diligence and~~ may ~~enter~~not ~~into~~be ~~our initial business combination on terms that we would have rejected upon a more comprehensive investigation~~redeemed.

28We will comply with the proxy rules or tender offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will furnish to holders of our Public Shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or submit Public Shares for redemption. For example, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.

~~Table of Contents~~30

~~Our~~You will ~~search~~not ~~for~~have aany ~~business~~rights ~~combination,~~or ~~and~~interests ~~any~~in ~~partner~~funds ~~business~~from ~~with~~the ~~which~~trust weaccount, ~~ultimately~~except ~~complete~~under acertain ~~business~~limited ~~combination~~circumstances. Therefore, ~~may~~to beliquidate your ~~materially~~investment, ~~adversely~~you ~~affected~~may bybe ~~the~~forced ~~COVID-19~~to ~~pandemic~~sell ~~and~~your ~~the~~Public ~~status~~Shares ofor ~~debt~~warrants, ~~and~~potentially ~~equity~~at ~~markets~~a loss.

~~The~~Our Public ~~COVID-19~~Shareholders ~~outbreak~~will ~~has~~be ~~resulted,~~entitled ~~and~~to areceive ~~significant~~funds ~~outbreak~~from ofthe ~~other~~trust ~~infectious~~account ~~diseases~~only ~~could~~upon ~~result, in a widespread health crisis that adversely affects~~ the ~~economies~~earliest ~~and~~to ~~financial~~occur ~~markets~~of: ~~worldwide,~~(i) our ~~and the business~~ completion of ~~any~~an ~~potential~~initial ~~target~~ business ~~with which we consummate a business~~ combination, ~~could be materially~~ and ~~adversely~~then ~~affected.~~only Wein ~~may~~connection bewith ~~unable~~those toClass A ~~complete~~ordinary ashares ~~business~~that ~~combination~~such ifshareholder ~~concerns~~properly elected ~~relating~~ to ~~COVID-19 continue to restrict travel~~redeem, ~~limit~~subject ~~the ability~~ to ~~have meetings with potential investors or~~ the ~~partner~~limitations ~~business’s personnel~~ and ~~vendors~~on ~~and services providers are unavailable to negotiate and complete a transaction in a timely manner. While many of~~ the ~~initial~~conditions ~~restrictions~~described ~~have been lifted~~herein, (ii) the ~~risk~~redemption of ~~future~~any ~~COVID-19~~Public ~~outbreaks~~Shares ~~remains~~properly submitted ~~and~~in ~~restrictions~~connection ~~have~~with ~~been~~a orshareholder ~~may~~vote ~~continue~~ to beamend ~~reimposed~~our tofifth ~~mitigate~~amended ~~risks~~and torestated ~~public~~memorandum ~~health both in the United States~~ and ~~globally.~~articles ~~Moreover,~~of ~~even~~association ~~where~~(A) to modify ~~restrictions~~the ~~are~~substance ~~and~~or ~~remain~~timing ~~lifted, certain groups~~ of ~~people~~our ~~may~~obligation ~~continue~~ to ~~self-isolate~~allow ~~and~~redemption ~~not participate~~ in ~~the~~connection ~~economy~~with atour ~~pre-pandemic~~initial ~~levels~~business ~~for~~combination aor ~~prolonged~~to ~~period~~redeem 100% of ~~time,~~our ~~potentially~~Public ~~further~~Shares ~~delaying~~if ~~global~~we ~~economic~~do ~~recovery.~~not ~~The~~complete ~~extent to which COVID-19 impacts~~ our ~~search~~initial ~~for a~~ business combination ~~will~~by ~~depend~~March ~~on future developments~~11, ~~which~~2026 ~~are~~or ~~highly~~(B) with ~~uncertain~~respect ~~and~~to ~~cannot~~any beother material ~~predicted,~~provisions ~~including~~relating ~~new~~to ~~information~~shareholders’ ~~which~~rights ~~may~~or ~~emerge~~pre-initial ~~concerning~~business ~~the~~combination ~~severity~~activity, ~~of COVID-19~~ and (iii) the ~~actions~~redemption of toour ~~contain~~Public ~~COVID-19~~Shares orif ~~treat~~we ~~its~~have ~~impact,~~not ~~among~~completed ~~others.~~an ~~While~~initial ~~vaccines~~business ~~for~~combination ~~COVID-19~~by ~~are~~March ~~being~~11, ~~and have been developed~~2026, ~~there~~subject isto noapplicable ~~guarantee~~law ~~that any such vaccine will be durable~~ and ~~effective~~as ~~consistent~~further described ~~with current expectations~~herein. In ~~addition,~~no ifother ~~any~~circumstances ~~treatment~~will ofa ~~vaccine~~Public ~~for~~Shareholder ~~COVID-19~~have isany ~~ineffective~~right or ~~underutilized,~~interest of any ~~impact~~kind onin ~~our~~the ~~business~~trust ~~may be prolonged~~account. ~~If the disruptions posed by COVID-19 or other matters~~ Holders of ~~global~~warrants ~~concern~~will ~~continue~~not ~~for~~have anany ~~extensive~~right ~~period of time, our ability~~ to ~~complete~~the afunds ~~business~~held ~~combination,~~in or the ~~operations~~trust ~~of a partner business with which we ultimately complete a business combination, may be materially adversely affected~~account. ~~In addition~~Accordingly, ~~our ability~~ to ~~complete~~liquidate ayour ~~transaction~~investment, you may be ~~dependent on the ability~~ forced to ~~raise~~sell ~~equity~~your ~~and~~Public ~~debt~~Shares ~~financing~~or ~~which may be impacted by COVID-19 and other events~~warrants, ~~including~~potentially asat a ~~result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all~~loss.

WeRisks Related ~~may not be able~~ to ~~complete~~Our ~~our~~Securities initial business combination within 36 months after the closing of the Initial Public Offering, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our Public Shareholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.

WeNYSE delisted ~~may not be able to find a suitable target business and complete~~ our ~~initial~~securities ~~business~~from ~~combination~~trading by February 11, 2024. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including as a result of terrorist attacks, natural disasters or a significant outbreak of infectious diseases. For example, the COVID-19 pandemic continues to grow both in the U.S. and globally and, while the extent of the impact of the pandemic on usits ~~will depend on future developments~~exchange, itwhich ~~could~~limits ~~limit~~investors’ ~~our~~ ability to ~~complete~~make ~~our~~transactions initial business combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. Additionally, the COVID-19 pandemic and other events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire. If we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our ~~remaining~~securities ~~shareholders~~ and ~~our board of directors, liquidate and dissolve,~~ subject inus ~~the case of clauses (ii) and (iii),~~ to ~~our~~additional ~~obligations~~trading ~~under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law~~restrictions. ~~In such case, our Public Shareholders may receive~~

29On April 18, 2023, the Company received a notice from the New York Stock Exchange (the “NYSE”) indicating that the Company is not in compliance with Section 802.01E of the NYSE Listed Company Manual as a result of its failure to timely file its Annual Report on Form 10-K for the year ended December 31, 2022 (the “Form 10-K”) with the Securities and Exchange Commission (the “SEC”).

~~Table~~The NYSE ofinformed ~~Contents~~the Company that, under NYSE rules, the Company would have six months from April 17, 2023 to file the Form 10-K with the SEC. The Company can regain compliance with the NYSE listing standards at any time prior to that date by filing its Form 10-K.

On ~~only~~May ~~$10.00 per share~~2, ~~or less than $10.00 per share~~2023, on the ~~redemption~~Company offiled ~~their~~its ~~shares,~~Form ~~and~~10-K ~~our~~with ~~warrants will expire worthless. See “—If third parties bring claims against us,~~ the ~~funds~~SEC ~~held~~and inregained ~~the~~compliance ~~trust~~with ~~account could be reduced and~~ the ~~per-share redemption amount received by shareholders may be less than $10~~NYSE.~~00 per share” and other risk factors herein.~~

WeOn May ~~are~~23, ~~currently~~2023, ~~operating~~the ~~in a period of economic uncertainty and capital markets disruption~~Company, ~~which~~received ~~has~~a ~~been~~notice ~~significantly~~from ~~impacted~~the byNYSE ~~geopolitical~~indicating ~~instability~~that ~~due to~~ the ~~ongoing~~Company ~~military~~is ~~conflict~~not ~~between~~in ~~Russia~~compliance ~~and~~with ~~Ukraine~~Section 802.01E of ~~Our~~the ~~search~~NYSE ~~for~~Listed anCompany ~~initial~~Manual ~~business~~as ~~combination,~~a ~~and~~result ~~any~~of ~~target~~its ~~business~~failure ~~with~~to ~~which~~timely wefile ~~ultimately~~its ~~consummate~~Quarterly anReport ~~initial~~on ~~business~~Form 10-Q for ~~combination,~~the ~~may~~quarter ended beMarch 31, ~~materially~~2023 ~~adversely~~(the ~~affected~~“Form 10-Q”) with ~~by any negative impact on~~ the ~~global~~Securities ~~economy~~ and ~~capital~~Exchange ~~markets~~Commission ~~resulting from~~ (the ~~conflict in Ukraine or any other geopolitical tensions~~“SEC”).

~~U.S.~~The NYSE ~~and~~informed ~~global markets are experiencing volatility and disruption following~~ the ~~escalation~~Company ~~of geopolitical tensions and the start of the military conflict between Russia and Ukraine. On February 24~~that, ~~2022,~~under aNYSE ~~full-scale military invasion of Ukraine by Russian troops was reported. Although the length and impact of the ongoing military conflict is highly unpredictable~~rules, the ~~conflict~~Company inwould Ukraine could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Additionally, Russia’s prior annexation of Crimea, recent recognition of two separatist republics in the Donetsk and Luhansk regions of Ukraine and subsequent military interventions in Ukraine have ~~led~~six tomonths sanctions and other penalties being levied by the United States, European Union and other countries against Russia, Belarus, the Crimea Region of Ukraine, the so-called Donetsk People’s Republic, and the so-called Luhansk People’s Republic, including agreement to remove certain Russian financial institutions from ~~the Society for Worldwide Interbank Financial Telecommunication payment system~~May 22, ~~expansive~~2023 ~~ban on imports and exports of products~~ to ~~and~~file from Russia and ban on exportation of U.S. denominated banknotes to Russia or persons locates there. Additional potential sanctions and penalties have also been proposed and/or threatened. Russian military actions and the ~~resulting sanctions could adversely affect~~ Form 10-Q with the global economy and financial markets and lead to instability and lack of liquidity in capital markets, potentially making it more difficult for us to obtain additional funds and/or ability to search for and find a target business with which to complete an initial business combinationSEC. The ~~extent~~Company ~~and~~can ~~duration~~regain ofcompliance with the ~~military~~NYSE ~~action,~~listing ~~sanctions~~standards ~~and~~at ~~resulting~~any ~~market~~time ~~disruptions~~prior ~~are impossible~~ to ~~predict,~~that ~~but~~date ~~could~~by befiling ~~substantial.~~its ~~Any such disruptions may also magnify the impact of other risks described in this Annual Report~~Form 10-Q.

IfOn June a2, ~~shareholder~~2023, ~~fails~~the toCompany ~~receive~~filed ~~notice~~its ofForm ~~our~~10-Q ~~offer~~for tothe ~~redeem~~quarter ~~our~~ended ~~Public~~March ~~Shares~~31, in2023 ~~connection~~ with ~~our~~the ~~initial~~SEC ~~business~~and ~~combination,~~regained orcompliance ~~fails to comply~~ with the ~~procedures for submitting or tendering its shares, such shares may not be redeemed~~NYSE.

WeOn November ~~will comply with the proxy rules or tender offer rules~~21, ~~as applicable~~2023, ~~when~~the ~~conducting redemptions in connection with our initial business combination. Despite our compliance with these rules~~Company, ifreceived a ~~shareholder~~notice ~~fails~~from ~~to receive our proxy materials or tender offer documents, as applicable, such shareholder may not become aware of~~ the ~~opportunity~~NYSE toindicating ~~redeem its shares. In addition, proxy materials or tender offer documents, as applicable,~~ that wethe ~~will~~Company ~~furnish~~is tonot ~~holders of our Public Shares~~ in ~~connection~~compliance with ~~our~~Section ~~initial business combination will describe the various procedures that must be complied with in order to validly tender or submit Public Shares for redemption~~802.01E of ~~For example, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to, at~~ the ~~holder’s~~NYSE ~~option,~~Listed ~~either~~Company ~~deliver~~Manual ~~their share certificates to our transfer agent, or to deliver their shares to our transfer agent electronically prior to the date set forth in the proxy materials or tender offer documents,~~ as ~~applicable.~~a Inresult ~~the case~~ of ~~proxy~~its ~~materials,~~failure ~~this date may be up~~ to ~~two~~timely ~~business days~~file ~~prior~~its toQuarterly ~~the~~Report ~~scheduled vote~~ on ~~the~~Form ~~proposal~~10-Q tofor ~~approve~~ the ~~initial~~quarter ~~business~~ended ~~combination. In addition~~September 30, if2023 we(the ~~conduct~~“Form ~~redemptions~~10-Q”) ~~in connection~~ with ~~a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior to~~ the ~~scheduled~~Securities ~~vote~~and inExchange ~~which~~Commission (the ~~name of the beneficial owner of such shares is included~~“SEC”). ~~In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed.~~

30The NYSE informed the Company that, under NYSE rules, the Company would have six months from November 20, 2023 to file the Form 10-Q with the SEC. The Company can regain compliance with the NYSE listing standards at any time prior to that date by filing its Form 10-Q. If the Company fails to file the Form 10-Q before the NYSE’s compliance deadline, the NYSE may grant, at its sole discretion, an extension of up to six additional months for the Company to regain compliance, depending on the specific circumstances. The notice from the NYSE also notes that the NYSE may nevertheless commence delisting proceedings at any time if it deems that the circumstances warrant.

~~Table~~On February 12, 2024, the New York Stock Exchange (the “NYSE”) determined that the Company was not in compliance with Section 802.01B and 102.06e of ~~Contents~~the NYSE Listed Company Manual (the “LCM”) because the Company failed to consummate a Business Combination within the shorter of (i) the time period specified by its constitutive documents or by contract or (ii) three years. As such, the NYSE had determined to commence proceedings to delist from the NYSE the Company’s Class A ordinary shares and Units.

~~You~~Trading of ~~will~~the ~~not~~Company’s ~~have~~securities ~~any~~was ~~rights~~suspended oron ~~interests~~February in12, ~~funds~~2024. ~~from~~The ~~the~~NYSE ~~trust~~applied ~~account,~~to ~~except~~the ~~under~~SEC ~~certain~~to ~~limited~~delist ~~circumstances.~~the ~~Therefore,~~Company’s tosecurities upon ~~liquidate~~completion ~~your~~of ~~investment,~~all ~~you~~applicable ~~may~~procedures. beThe ~~forced~~Company todid ~~sell~~not ~~your~~appeal ~~Public~~the ~~Shares~~staff’s ordetermination ~~warrants~~and, ~~potentially~~accordingly, atthe aCompany’s securities ~~loss.~~were delisted from the NYSE.

Our Public Shareholders will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) our completion of an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations and on the conditions described herein, (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our second amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by February 11, 2024 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity, and (iii) the redemption of our Public Shares if we have not completed an initial business combination by February 11, 2024, subject to applicable law and as further described herein. In no other circumstances will a Public Shareholder have any right or interest of any kind in the trust account. Holders of warrants will not have any right to the funds held in the trust account. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares or warrants, potentially at a loss. 31

~~Risks~~Since our ~~Related~~securities towere ~~Our~~delisted, ~~Securities~~we could face significant material adverse consequences, including:

~~NYSE~~● ~~may~~a ~~delist~~limited ~~our~~availability ~~securities~~of ~~from~~market ~~trading~~quotations onfor ~~its exchange, which could limit investors’ ability to make transactions in~~ our securities ~~and subject us to additional trading restrictions.~~ ;

On● ~~November 18,~~reduced ~~2022,~~liquidity ~~the~~for ~~NYSE notified us that it determined that~~ our public warrants should be suspended from trading because the NYSE determined the public warrants were no longer suitable for listing based on “abnormally low” price levels, pursuant to Section 802.01D of the NYSE Listed Company Manual. On the same day, the Company was notified and a press release regarding the proposed delisting was issued and posted on the NYSE’s website. Trading in the public warrants was immediately suspended on November 18, 2022. On December 7, 2022, the NYSE filed Form 25, pursuant to Rule 12d2-2(b), notifying the SEC of its intention to remove the entire class of public warrants from listing and registration on the NYSE on December 19, 2022. securities;

~~Our~~● a determination that our Class A ordinary shares ~~and units~~ are ~~listed~~a ~~separately~~“penny onstock” ~~the~~as ~~NYSE.~~defined Wein ~~cannot~~applicable ~~assure~~SEC ~~you~~rules ~~that~~which ~~our securities~~ will ~~continue~~require tobrokers betrading ~~listed on the NYSE~~ in ~~the future or prior to~~ our ~~initial~~Class ~~business~~A ~~combination.~~ordinary Inshares ~~order~~ to ~~continue~~adhere ~~listing our securities on the NYSE prior~~ to ~~our~~more ~~initial~~stringent ~~business~~rules ~~combination, we must maintain certain financial, distribution~~ and ~~share~~possibly ~~price~~result ~~levels.~~in ~~Generally, we must maintain~~ a ~~minimum~~reduced ~~number~~level of ~~holders~~trading ofactivity ~~our securities (generally 300 public holders). Additionally,~~ in connection with our initial business combination, we will be required to demonstrate compliance with NYSE’s initial listing requirements, which are more rigorous than NYSE’s continued listing requirements, in order to continue to maintain the ~~listing~~secondary oftrading ~~our~~market ~~securities~~for ~~on the NYSE. For instance,~~ our share price would generally be required to be at least $4.00 per share and our global market capitalization would generally be required to be at least $200 million, the aggregate market value of publicly-held shares would be required to be at least $100 million and we would be required to have at least 400 round-lot holders. We cannot assure you that we will be able to meet those initial listing requirements at that time. securities;

If● ~~NYSE~~a ~~delists~~limited ~~our~~amount ~~securities~~of ~~from~~news ~~trading on its exchange~~ and weanalyst ~~are~~coverage; not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: and

•● a ~~limited~~decreased ~~availability~~ability ofto ~~market~~issue ~~quotations~~additional ~~for~~securities ~~our~~or ~~securities;~~obtain additional financing in the future.

•The National ~~reduced~~Securities ~~liquidity~~Markets ~~for~~Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Since we are no longer listed on the NYSE, 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 will anot ~~determination~~be ~~that~~entitled ~~our~~to ~~Class~~protections Anormally ~~ordinary~~afforded ~~shares~~to ~~are~~investors aof ~~“penny~~many ~~stock”~~other asblank ~~defined~~check incompanies. ~~applicable SEC rules which will require brokers trading in our Class A ordinary shares to adhere to more stringent~~

31Since the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants are intended to be used to complete an initial business combination with a target business that has not been selected, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,000 and have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among other things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial business combination than do companies subject to Rule 419. Moreover, if we are 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 will lose the ability to redeem all such shares in excess of 15% of our Class A ordinary shares.

If we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our fifth amended and ~~possibly~~restated ~~result~~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 ~~reduced~~“group” ~~level~~(as defined under Section 13 of ~~trading~~the ~~activity~~Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares sold in the ~~secondary~~Initial ~~trading~~Public ~~market~~Offering without our prior consent, which we refer to as the “Excess Shares.” However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our ~~securities;~~initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

~~• a limited amount of news and analyst coverage; and~~32

•Because of aour ~~decreased~~limited ~~ability~~resources and the significant competition for business combination opportunities, it may be more difficult for us to ~~issue~~complete our ~~additional~~initial ~~securities~~business orcombination. ~~obtain~~If ~~additional~~we ~~financing~~are unable to complete our initial business combination, our Public Shareholders may receive only their pro rata portion of the funds in the ~~future~~trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless.

~~The~~We expect ~~National~~to ~~Securities~~encounter ~~Markets~~competition ~~Improvement~~from ~~Act~~other ofentities ~~1996~~having a business objective similar to ours, including private investors (which ismay be aindividuals ~~federal~~or ~~statute~~investment partnerships), ~~prevents~~other orblank ~~preempts~~check ~~the~~companies ~~states~~and ~~from~~other ~~regulating~~entities, domestic and international, competing for the ~~sale~~types of ~~certain~~businesses ~~securities,~~we ~~which~~intend ~~are~~to ~~referred~~acquire. toMany asof ~~“covered~~these ~~securities.”~~individuals ~~Because~~and weentities ~~expect~~are ~~that~~well-established ~~our~~and ~~Units~~have extensive experience in identifying and ~~eventually~~effecting, ~~our~~directly ~~Class A~~or ~~ordinary~~indirectly, ~~shares~~acquisitions ~~and~~of ~~warrants~~companies ~~will~~operating bein ~~listed~~or onproviding ~~the~~services ~~NYSE,~~to ~~our~~various ~~Units,~~industries. Many ~~Class A~~of ~~ordinary~~these ~~shares~~competitors possess similar or greater technical, human and ~~warrants~~other ~~will~~resources ~~qualify~~to asours ~~covered~~or ~~securities~~more ~~under~~local ~~the~~industry ~~statute.~~knowledge ~~Although~~than we ~~the~~do ~~states~~and ~~are~~our ~~preempted~~financial ~~from~~resources ~~regulating~~will ~~the~~be ~~sale~~relatively limited when contrasted with those of ~~our~~many ~~securities,~~of ~~the~~these ~~federal~~competitors. ~~statute~~While ~~does~~we ~~allow~~believe there ~~the~~are ~~states~~numerous totarget ~~investigate~~businesses ~~companies~~we ifcould ~~there~~potentially isacquire awith ~~suspicion~~the net proceeds of ~~fraud,~~the ~~and,~~Initial ifPublic ~~there~~Offering isand athe ~~finding~~sale of the ~~fraudulent~~Private ~~activity~~Placement Warrants, ~~then~~our ~~the~~ability ~~states~~to ~~can~~compete ~~regulate~~with orrespect ~~bar~~to the ~~sale~~acquisition of ~~covered~~certain ~~securities~~target inbusinesses athat ~~particular~~are ~~case~~sizable will be limited by our available financial resources. ~~While~~This weinherent ~~are~~competitive ~~not~~limitation ~~aware~~gives others an advantage in pursuing the acquisition of acertain ~~state~~target ~~having~~businesses. ~~used~~Furthermore, ~~these~~we ~~powers~~are obligated to ~~prohibit~~offer orholders ~~restrict~~of ~~the~~our ~~sale~~Public ofShares ~~securities~~the ~~issued~~right byto ~~blank~~redeem ~~check~~their shares ~~companies,~~for ~~other~~cash ~~than~~at the ~~State~~time of ~~Idaho,~~our ~~certain~~initial ~~state~~business ~~securities~~combination ~~regulators~~in ~~view~~conjunction ~~blank~~with ~~check~~a shareholder vote or via a tender offer. Target companies ~~unfavorably~~will ~~and~~be ~~might~~aware ~~use~~that ~~these~~this ~~powers,~~may orreduce ~~threaten~~the resources available to ~~use~~us ~~these~~for ~~powers,~~our toinitial ~~hinder~~business ~~the~~combination. ~~sale~~Any of ~~securities~~these ofobligations may ~~blank~~place ~~check~~us ~~companies~~at a competitive disadvantage in ~~their~~successfully ~~states.~~negotiating ~~Further,~~a ifbusiness combination. If we ~~were~~are nounable ~~longer~~to ~~listed~~complete onour ~~the~~initial business ~~NYSE~~combination, our ~~securities~~Public ~~would~~Shareholders ~~not~~may ~~qualify~~receive asonly ~~covered~~their ~~securities~~pro ~~under~~rata ~~the~~portion ~~statute~~of ~~and~~the wefunds ~~would~~in bethe ~~subject~~trust toaccount ~~regulation~~that inare ~~each~~available for ~~state~~distribution into ~~which~~Public weShareholders, ~~offer~~and our ~~securities.~~warrants will expire worthless.

~~You~~Affiliates of ~~will~~Crown ~~not~~Acquisitions Inc. behave ~~entitled~~similar toor ~~protections~~overlapping ~~normally~~investment ~~afforded~~objectives toand ~~investors~~guidelines, ofand ~~many~~we ~~other~~may ~~blank~~not ~~check~~be ~~companies~~presented investment opportunities that may otherwise be suitable for us.

~~Since the net proceeds~~ Affiliates of ~~the~~Crown ~~Initial~~Acquisitions Inc. ~~Public~~currently ~~Offering~~invest and ~~the~~plan ~~sale of the Private Placement Warrants are intended~~ to becontinue ~~used~~ to ~~complete~~invest anin, ~~initial~~incubate, ~~business~~and ~~combination~~grow ~~with~~successful abusinesses ~~target~~in ~~business~~sectors across ~~that~~real ~~has~~estate. ~~not~~There ~~been selected, we~~ may be ~~deemed~~overlap toof beinvestment aopportunities ~~“blank~~with ~~check”~~affiliates ~~company under the United States securities laws. However, because we have net tangible assets in excess~~ of ~~$5,000,000~~Crown ~~and have filed a Current Report on Form~~Acquisitions ~~8-K,~~Inc. ~~including~~that ~~an audited balance sheet demonstrating this fact, we~~ are ~~exempt~~actively investing ~~from~~and ~~rules promulgated~~similar byoverlap ~~the~~with ~~SEC~~future toCrown ~~protect investors in blank check companies, such as Rule~~Acquisitions ~~419~~Inc. ~~Accordingly,~~affiliates. ~~investors~~This ~~will~~overlap ~~not~~could becreate ~~afforded~~conflicts ~~the benefits or protections~~ of ~~those rules~~interest. ~~Among other things~~In particular, ~~this~~investment ~~means~~opportunities ~~our~~that ~~units~~may ~~will~~otherwise be ~~immediately~~suitable ~~tradable~~for ~~and~~us wemay ~~will~~not ~~have~~be apresented ~~longer period of time~~ to ~~complete~~us by our ~~initial~~sponsors. ~~business~~This ~~combination~~overlap ~~than~~could also docreate ~~companies~~conflicts ~~subject~~in todetermining ~~Rule 419. Moreover, if we are subject~~ to ~~Rule 419,~~which ~~that~~entity ~~rule would~~a ~~prohibit~~particular ~~the~~investment ~~release~~opportunity ofshould ~~any~~be ~~interest~~presented. ~~earned~~These onconflicts ~~funds~~may ~~held~~not be resolved in ~~the~~our ~~trust~~favor ~~account to us unless~~ and ~~until~~a ~~the~~potential ~~funds~~target inbusiness ~~the~~may ~~trust~~be ~~account~~presented ~~were released~~ to usanother inentity ~~connection~~prior ~~with~~to ~~our~~its ~~completion~~presentation ofto ~~an initial business combination~~us.

IfCertain members ~~we seek shareholder approval~~ of our ~~initial~~management ~~business~~team ~~combination~~may ~~and~~be weinvolved doin ~~not conduct redemptions pursuant to the tender offer rules,~~ and ifhave ~~you or~~ a ~~“group”~~greater offinancial ~~shareholders~~interest ~~are deemed to hold~~ in ~~excess~~the ofperformance ~~15%~~ of ~~our~~other ~~Class A~~Crown ~~ordinary shares~~Acquisitions Inc. entities, ~~you~~and ~~will~~such ~~lose~~activities ~~the~~may ~~ability~~create toconflicts ~~redeem~~of ~~all~~interest ~~such shares~~ in ~~excess~~making ofdecisions ~~15%~~on of our ~~Class A ordinary shares~~behalf.

IfCertain members ~~we seek shareholder approval~~ of our ~~initial~~management ~~business~~team ~~combination~~may ~~and~~be wesubject doto ~~not~~a ~~conduct~~variety ~~redemptions~~of inconflicts ~~connection~~of ~~with~~interest ~~our~~relating ~~initial~~to ~~business~~their ~~combination~~responsibilities ~~pursuant~~ to ~~the~~Crown ~~tender~~Acquisitions Inc. and ~~offer~~its ~~rules,~~other ~~our~~affiliates. ~~second~~Such ~~amended~~individuals ~~and~~may ~~restated~~serve ~~memorandum~~as ~~and~~members ~~articles~~ of ~~association~~management ~~provide~~or ~~that~~ a ~~Public~~board ~~Shareholder,~~of ~~together~~directors ~~with~~(or ~~any~~in ~~affiliate~~similar of such ~~shareholder~~capacity) orto various ~~any~~ other ~~person~~Crown ~~with~~Acquisitions Inc. ~~whom~~entities. ~~such~~Such ~~shareholder~~positions ismay ~~acting~~create ~~in concert or as~~ a ~~“group”~~conflict ~~(as~~between ~~defined under Section 13 of~~ the ~~Exchange~~advice ~~Act),~~and ~~will~~investment beopportunities provided ~~restricted~~to ~~from~~such ~~seeking~~entities ~~redemption~~and ~~rights~~the ~~with~~responsibilities ~~respect~~owed to ~~more~~us. ~~than~~The another ~~aggregate~~entities ~~of 15% of the shares sold~~ in ~~the~~which ~~Initial~~such ~~Public~~individuals ~~Offering~~may ~~without~~become ~~our~~involved ~~prior~~may ~~consent,~~have investment ~~which~~objectives wethat ~~refer~~overlap towith ~~as the “Excess Shares~~ours.” ~~However~~Furthermore, wecertain ~~would not be restricting our shareholders’ ability to vote all~~ of ~~their shares (including Excess Shares) for or against~~ our ~~initial~~principals ~~business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination~~ and ~~you~~employees ~~could~~may ~~suffer~~have a ~~material~~greater ~~loss~~financial ~~on your investment~~ interest in usthe ifperformance ~~you~~of ~~sell~~such ~~Excess~~other ~~Shares~~Crown ~~in open market transactions~~Acquisitions Inc. ~~Additionally,~~entities ~~you~~than ~~will not receive redemption distributions with respect to the Excess Shares if we complete~~ our ~~initial business combination~~performance. ~~And~~Such asinvolvement amay ~~result,~~create ~~you~~conflicts ~~will~~of interest ~~continue~~in tosourcing ~~hold~~investment ~~that~~opportunities ~~number~~on ofour ~~shares~~behalf ~~exceeding 15%~~ and, inon ~~order~~behalf ~~to dispose~~ of such ~~shares,~~other ~~would be required to sell your shares in open market transactions, potentially at a loss~~entities.

32 33

~~Table~~We may re-engage one or more of ~~Contents~~the underwriters of our Initial Public Offering or their affiliates to provide additional services to us, including to act as financial advisor in connection with an initial business combination and/or as placement agent in connection with a related financing transaction. The underwriters of our Initial Public Offering have elected to waive their right to receive deferred commissions and have disclaimed any responsibility for any future registration statement filed in connection with an initial business combination. These events may cause the underwriters to have potential conflicts of interest in rendering any such additional services to us, including, for example, in connection with the consummation of an initial business combination.

~~Because~~We may re-engage one or more of the underwriters of our ~~limited~~Initial ~~resources~~Public ~~and~~Offering ~~the~~or ~~significant~~their ~~competition~~affiliates to provide additional services to us, including, for ~~business~~example, ~~combination~~identifying ~~opportunities~~potential targets, itproviding ~~may~~financial beadvisory ~~more~~services, ~~difficult~~acting ~~for~~as usa toplacement ~~complete~~agent ~~our~~in ~~initial~~a ~~business~~private offering ~~combination~~or arranging debt financing. IfWe wewill ~~are~~pay ~~unable~~the tounderwriters ~~complete~~or ~~our~~their ~~initial~~affiliates ~~business~~fair ~~combination~~and reasonable fees or other compensation that would be determined at that time in an arm’s length negotiation. In December 2022, the underwriters of our Initial Public Offering ~~Shareholders~~elected ~~may~~to waive their right to receive ~~only~~deferred ~~their~~commissions ~~pro~~and ~~rata~~have ~~portion~~disclaimed ofany ~~the~~responsibility ~~funds~~for any future registration statement filed in ~~the~~connection ~~trust~~with ~~account~~an initial business combination. The fact that ~~are~~the ~~available~~underwriters ~~for~~or ~~distribution~~their affiliates’ financial interests have been waived and responsibility disclaimed may give rise to ~~Public~~potential ~~Shareholders~~conflicts of interest in providing any such additional services to us, ~~and~~including ~~our~~potential ~~warrants~~conflicts ~~will~~of ~~expire~~interest ~~worthless.~~in connection with the consummation of an initial business combination.

We expect to encounter competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for If the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, ~~our~~not ~~ability~~being toheld ~~compete~~in ~~with respect to~~ the ~~acquisition~~trust ofaccount ~~certain target businesses that~~ are insufficient, ~~sizable~~it ~~will~~could belimit ~~limited~~the byamount ~~our~~ available ~~financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, we are obligated~~ to ~~offer~~fund ~~holders of~~ our ~~Public~~search ~~Shares~~for ~~the~~a ~~right~~target tobusiness ~~redeem~~or ~~their~~businesses ~~shares~~and ~~for~~complete ~~cash at the time of~~ our initial business combination, inand ~~conjunction~~we ~~with a shareholder vote or via a tender offer. Target companies~~ will bedepend ~~aware~~on ~~that~~loans ~~this~~from ~~may~~our ~~reduce~~sponsors ~~the~~or ~~resources~~management ~~available~~team to usfund ~~for~~ our ~~initial~~search ~~business~~and ~~combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable~~ to complete our initial business combination~~, our Public Shareholders may receive only their pro rata portion of the funds in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless~~.

~~Affiliates~~We believe that the funds available to us outside of ~~Crown~~the ~~Acquisitions Inc~~trust account will be sufficient to allow us to operate for at least until March 11, 2026; however, we cannot assure you that our estimate is accurate. ~~have~~If ~~similar~~we are required to seek additional capital, we would need to borrow funds from our sponsors, management team or ~~overlapping~~other ~~investment~~third ~~objectives~~parties ~~and~~to ~~guidelines~~operate or may be forced to liquidate. Neither our sponsors, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsors or an affiliate of our sponsors 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 ~~may~~are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be ~~presented~~forced ~~investment~~to ~~opportunities~~cease ~~that~~operations and liquidate the trust account. Consequently, our Public Shareholders may ~~otherwise~~only bereceive ~~suitable~~an ~~for~~estimated us$11.61 per share (based on the Trust Account balance as of August 28, 2025), or possibly less, on our redemption of our Public Shares, and our warrants will expire worthless.

Affiliates of Crown Acquisitions Inc. currently invest and plan to continue to invest in, incubate, and grow successful businesses in sectors across real estate. There may be overlap of investment opportunities with affiliates of Crown Acquisitions Inc. that are actively investing and similar overlap with future Crown Acquisitions Inc. affiliates. This overlap could create conflicts of interest. In particular, investment opportunities that may otherwise be suitable for us may not be presented to us by our sponsors. This overlap could also create conflicts in determining to which entity a particular investment 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. 34

~~Certain~~Subsequent to ~~members~~our completion of our ~~management~~initial ~~team~~business combination, we may be ~~involved~~required into take write-downs or write-offs, restructuring and impairment or other charges that could have a ~~greater~~significant ~~financial~~negative ~~interest~~effect inon ~~the~~our ~~performance~~financial condition, results of ~~other~~operations ~~Crown~~and ~~Acquisitions Inc.~~the ~~entities,~~price ~~and~~of ~~such~~our securities, ~~activities~~which ~~may~~could ~~create~~cause ~~conflicts~~you ofto ~~interest~~lose insome ~~making~~or ~~decisions~~all onof ~~our~~your ~~behalf~~investment.

~~Certain~~Even if ~~members~~we ofconduct ~~our~~due ~~management~~diligence ~~team~~on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be ~~subject~~present within a particular target business, that it would be possible to uncover all material issues through a ~~variety~~customary amount of ~~conflicts~~due ofdiligence, ~~interest~~or ~~relating~~that tofactors ~~their~~outside ~~responsibilities~~of tothe ~~Crown~~target ~~Acquisitions Inc.~~business and ~~its~~outside ~~other~~of ~~affiliates~~our control will not later arise. ~~Such~~As ~~individuals~~a result of these factors, we may ~~serve~~be asforced ~~members~~to oflater ~~management~~write-down or awrite-off ~~board~~assets, ofrestructure ~~directors~~our (operations, or inincur ~~similar~~impairment ~~such~~or ~~capacity)~~other charges tothat ~~various~~could ~~other~~result ~~Crown~~in ~~Acquisitions Inc.~~our ~~entities~~reporting losses. ~~Such~~Even ~~positions~~if our due diligence successfully identifies certain risks, unexpected risks may ~~create~~arise and previously known risks may materialize in a ~~conflict~~manner ~~between~~not ~~the~~consistent ~~advice~~with ~~and~~our ~~investment~~preliminary ~~opportunities~~risk ~~provided~~analysis. toEven ~~such~~though ~~entities~~these charges may be non-cash items and not have an immediate impact on our liquidity, the ~~responsibilities~~fact ~~owed~~that we report charges of this nature could contribute to negative market perceptions about us or our securities. ~~The~~In addition, charges of this nature may cause us to violate net worth or other ~~entities~~covenants into which ~~such~~we ~~individuals~~ may ~~become~~be ~~involved~~subject ~~may~~as ~~have~~a ~~investment~~result ~~objectives~~of ~~that~~assuming ~~overlap~~pre-existing ~~with~~debt ~~ours.~~held ~~Furthermore,~~by ~~certain~~a target business or by virtue of our ~~principals~~obtaining ~~and~~debt ~~employees~~financing ~~may~~to ~~have~~partially afinance ~~greater~~the ~~financial~~initial ~~interest~~business incombination or thereafter. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders following the ~~performance~~business ofcombination ~~such~~could ~~other~~suffer ~~Crown~~a ~~Acquisitions Inc.~~reduction ~~entities~~in ~~than~~the value ~~our~~of ~~performance~~their securities. Such ~~involvement~~shareholders ~~may~~or ~~create~~warrant ~~conflicts~~holders ofare ~~interest~~unlikely to have a remedy for such reduction in ~~sourcing~~value ~~investment~~unless ~~opportunities~~they are onable to successfully claim that the reduction was due to the breach by our ~~behalf~~officers ~~and~~or ondirectors ~~behalf~~of a duty of ~~such~~care or other ~~entities.~~fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material omission.

33Risks Related to Our Trust Account

~~Table~~The underwriters were to be compensated in connection with the completion of ~~Contents~~an initial business combination but have instead waived such compensation and disclaimed any responsibility for any future registration statement filed in connection with an initial business combination.

WeRBC Capital ~~may~~Markets, ~~re-engage~~LLC ~~one~~(“RBC”), orrepresentative ~~more~~ of the underwriters ofto our Initial Public Offering, ordelivered ~~their~~a ~~affiliates~~waiver letter to ~~provide~~Crown ~~additional~~on ~~services to us~~December 14, ~~including~~2022 towaiving ~~act~~any asentitlement ~~financial~~to ~~advisor~~the inpayment ~~connection~~of ~~with~~any andeferred ~~initial~~underwriting ~~business~~commissions ~~combination~~(in ~~and/or~~an asaggregate ~~placement~~amount of ~~agent~~$9,660,000) in connection with aits ~~related~~role ~~financing~~as ~~transaction.~~underwriter ~~The~~in ~~underwriters~~the ~~of our~~ Initial Public Offering. ~~have~~RBC ~~elected~~informed tous ~~waive~~that ~~their~~they ~~right~~are tonot ~~receive~~responsible for ~~deferred commissions and have disclaimed~~ any ~~responsibility~~portion ~~for~~of any future registration statement filed in connection with anour initial business combination. ~~These~~Such ~~events~~deferred ~~may~~underwriting commissions ~~cause~~were agreed between Crown and the underwriters toin ~~have~~the ~~potential~~underwriting ~~conflicts~~agreement ofexecuted ~~interest~~ in ~~rendering~~connection ~~any~~with ~~such~~our ~~additional~~Initial ~~services~~Public Offering and was to ~~us,~~be ~~including,~~payable ~~for~~to ~~example,~~the underwriters from the amounts held in ~~connection~~the ~~with~~trust account solely in the ~~consummation~~event ofthat the Company completes an initial business combination.

WeAs a ~~may~~result ~~re-engage one or more~~ of the ~~underwriters~~Underwriter ~~of our Initial Public Offering or their affiliates to provide additional services to us~~Waiver, ~~including, for example, identifying potential targets, providing financial advisory services, acting as a placement agent in a private offering or arranging debt financing. We will pay~~ the ~~underwriters~~transactions ~~or their affiliates fair and reasonable~~ fees ~~or other compensation~~ that would behave ~~determined~~been atpayable ~~that~~by ~~time~~Crown inat ~~an arm’s length negotiation. In December 2022,~~ the ~~underwriters~~completion of ~~our~~the ~~Initial~~initial ~~Public~~business combination ~~Offering~~were ~~elected~~reduced toby ~~waive~~approximately ~~their~~$9.66 million. ~~right~~The tounderwriting ~~receive~~services ~~deferred~~being ~~commissions~~provided ~~and~~by ~~have~~the ~~disclaimed~~underwriters ~~any responsibility for any future registration statement filed~~ in connection with anthe ~~initial~~Initial ~~business~~Public ~~combination.~~Offering, ~~The~~prior ~~fact~~to ~~that~~ the ~~underwriters~~Underwriter orWaiver, ~~their~~were ~~affiliates’~~substantially ~~financial~~complete, ~~interests~~with ~~have~~any ~~been~~fees ~~waived~~payable ~~and responsibility disclaimed may give rise~~ to ~~potential~~the ~~conflicts~~underwriters for ~~of interest in providing any~~ such ~~additional~~ services tocontingent ~~us,~~upon ~~including~~the ~~potential~~completion ~~conflicts~~ of ~~interest in connection with~~ the ~~consummation of an~~ initial business combination.

IfWe believe that the ~~net~~Underwriter ~~proceeds~~Waiver of ~~the~~fees ~~Initial~~for ~~Public~~services ~~Offering~~that ~~and~~have ~~the~~already ~~sale~~been ofsubstantially rendered or that were contingent upon the occurrence ~~Private~~of ~~Placement~~an ~~Warrants~~event that applicable persons expect will occur, is unusual. While RBC did not ~~being~~provide ~~held~~any inadditional ~~the~~detail ~~trust~~in ~~account~~their Underwriter ~~are~~Waiver ~~insufficient~~letter, itstockholders ~~could~~should ~~limit~~be ~~the~~aware ~~amount~~that ~~available~~such toUnderwriter ~~fund~~Waiver ~~our~~indicates ~~search~~that the underwriters disclaim any responsibility for aany ~~target~~future ~~business~~registration orstatement ~~businesses~~filed ~~and~~in ~~complete~~connection ~~our~~with an initial business combination. None of the underwriters discussed the reasons for their forfeiture of fees with management, and weCrown did not seek out the reasons why upon receipt of the waiver letter, despite the underwriters having already completed a substantial portion of their services. Crown will ~~depend~~not speculate about the reasons why the underwriters forfeited fees after performing substantially all the work to earn such fees. Accordingly, stockholders should not place any reliance on ~~loans~~the ~~from~~fact ~~our~~that ~~sponsors~~the orunderwriters ~~management~~were ~~team~~previously engaged by Crown to ~~fund~~serve ~~our~~as ~~search~~an underwriter in Crown’s Initial Public Offering and toshould ~~complete~~not ~~our~~assume ~~initial~~that ~~business~~the ~~combination.~~underwriters are involved in any future transaction.

Of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, $80,212 were available to us as of December 31, 2022 outside the trust account to fund our working capital requirements. 35

WeIf third ~~believe~~parties ~~that~~bring ~~the~~claims ~~funds~~against ~~available to~~ us ~~outside of the trust account~~, ~~together with~~ the funds weheld ~~may~~in ~~receive pursuant to~~ the ~~Convertible~~trust ~~Note,~~account ~~will~~could be ~~sufficient~~reduced toand ~~allow us to operate for at least until February 11, 2024; however, we cannot assure you that our estimate is accurate. Of~~ the ~~funds~~per-share ~~available~~redemption toamount ~~us,~~received by weshareholders ~~could~~may ~~use~~be aless ~~portion~~than ~~of the funds available to us to pay fees to consultants to assist us with our search for a target business~~$11.61 Weper ~~could~~share ~~also use a portion of the funds as a down payment or to fund a “no-shop” provision~~ (abased ~~provision in letters of intent or merger agreements 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 or merger agreement where we paid for the ~~right~~Trust toAccount ~~receive~~balance ~~exclusivity from a target business and were subsequently required to forfeit such funds (whether~~ as ~~a result~~ of ~~our~~August ~~breach or otherwise)~~28, ~~we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business~~2025).

IfOur placing weof ~~are~~funds ~~required~~in tothe ~~seek~~trust ~~additional~~account ~~capital,~~may wenot ~~would~~protect ~~need~~those ~~to borrow~~ funds from ~~our~~third ~~sponsors,~~party ~~management~~claims ~~team~~against orus. ~~other~~Although ~~third~~we ~~parties~~will seek to ~~operate~~have orall vendors, ~~may~~service beproviders, ~~forced~~prospective totarget ~~liquidate.~~businesses ~~Neither~~and ~~our~~other ~~sponsors,~~entities ~~members~~with ofwhich ~~our~~we ~~management~~do ~~team~~business ~~nor~~execute agreements with us waiving any ofright, ~~their~~title, ~~affiliates~~interest isor ~~under~~claim of any ~~obligation~~kind toin ~~advance~~or ~~funds~~ to usany monies held in ~~such~~the ~~circumstances.~~trust ~~Any~~account ~~such~~for ~~advances~~the ~~would~~benefit beof ~~repaid~~our ~~only~~Public ~~from~~Shareholders, such ~~funds~~parties ~~held~~may ~~outside~~not ~~the~~execute ~~trust~~such ~~account~~agreements, or ~~from~~even ~~funds~~if ~~released~~they toexecute ussuch ~~upon~~agreements ~~completion~~they ofmay ~~our~~not ~~initial~~be ~~business~~prevented ~~combination.~~from ~~Prior~~bringing toclaims against the ~~completion~~trust ofaccount, ~~our initial business combination~~including, webut do not ~~expect~~limited to, ~~seek~~fraudulent ~~loans~~inducement, ~~from~~breach ~~parties~~of ~~other~~fiduciary ~~than~~responsibility ~~our~~or ~~sponsors~~other orsimilar claims, anas ~~affiliate~~well ofas ~~our~~claims ~~sponsors~~challenging asthe weenforceability doof ~~not~~the ~~believe~~waiver, ~~third~~in ~~parties~~each ~~will~~case bein ~~willing~~order to ~~loan~~gain ~~such~~advantage ~~funds~~with ~~and~~respect ~~provide~~to a ~~waiver~~ claim against ~~any~~our ~~and~~assets, ~~all~~including ~~rights~~the ~~to seek access to~~ funds held in ~~our~~the trust account. If weany ~~are~~third ~~unable~~party refuses to ~~complete~~execute ~~our~~an ~~initial~~agreement ~~business~~waiving ~~combination~~such ~~because~~claims to wethe domonies ~~not~~held ~~have~~in ~~sufficient~~the ~~funds~~trust ~~available to us~~account, weour management will beconsider ~~forced~~whether tocompetitive ~~cease~~alternatives ~~operations~~are ~~and~~reasonably ~~liquidate~~available ~~the~~to ~~trust~~us and ~~account.~~will ~~Consequently,~~only ~~our~~enter ~~Public~~into ~~Shareholders~~an ~~may~~agreement ~~only~~with ~~receive~~such anthird ~~estimated~~party ~~$10.00~~if ~~per~~management ~~share,~~believes orthat ~~possibly~~such ~~less,~~third onparty’s ~~our~~engagement ~~redemption~~would ofbe in ~~our~~the ~~Public~~best ~~Shares,~~interests ~~and~~of ~~our~~the ~~warrants~~company ~~will~~under ~~expire~~the ~~worthless~~circumstances.

34Examples 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 have not completed our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by Public Shareholders could be less than the $11.61 per Public Share initially held in the trust account (based on the Trust Account balance as of August 28, 2025), due to claims of such creditors. Crown PropTech Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than CBIZ CPAs P.C., our independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked Crown PropTech Sponsor to reserve for such indemnification obligations, nor have we independently verified whether Crown PropTech Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that Crown PropTech Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that Crown PropTech Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

~~Table of Contents~~36

~~Subsequent~~Our directors ~~to our completion of our initial business combination, we~~ may bedecide ~~required~~not to ~~take~~enforce ~~write-downs~~the orindemnification ~~write-offs,~~obligations ~~restructuring~~of ~~and~~Crown ~~impairment~~PropTech orSponsor, ~~other~~resulting ~~charges~~in ~~that could have~~ a ~~significant~~reduction ~~negative~~in ~~effect~~the ~~on our financial condition, results~~ amount of ~~operations~~funds ~~and~~in the ~~price~~trust ofaccount ~~our~~available ~~securities,~~for ~~which~~distribution ~~could cause you~~ to ~~lose~~our ~~some~~Public ~~or all of your investment~~Shareholders.

~~Even~~In the ifevent wethat ~~conduct~~the ~~due~~funds ~~diligence~~in onthe atrust ~~target~~account ~~business~~are ~~with~~reduced ~~which~~below wethe ~~combine,~~lesser weof ~~cannot~~(i) $10.00 ~~assure~~per ~~you~~share ~~that~~and ~~this~~(ii) the ~~diligence~~actual ~~will~~amount per ~~identify~~Public ~~all~~Share ~~material~~held ~~issues~~in ~~that~~the ~~may~~trust beaccount ~~present~~as ~~within~~of athe ~~particular~~date ~~target~~of ~~business,~~the ~~that~~liquidation itof ~~would~~the betrust ~~possible~~account toif ~~uncover~~less ~~all~~than ~~material~~$10.00 ~~issues~~per ~~through~~share ~~a customary amount of~~ due ~~diligence,~~to reductions orin ~~that~~the ~~factors~~value ~~outside~~ of the ~~target~~trust ~~business~~assets, ~~and~~in ~~outside~~each ofcase ~~our~~less ~~control~~taxes ~~will~~payable, ~~not~~and ~~later~~Crown ~~arise.~~PropTech AsSponsor aasserts ~~result~~that ofit ~~these~~is ~~factors,~~unable ~~we may be forced~~ to satisfy ~~later~~his ~~write-down~~obligations or ~~write-off assets, restructure our operations, or incur impairment or other charges~~ that ~~could~~he ~~result~~has inno ~~our~~indemnification ~~reporting~~obligations ~~losses.~~related ~~Even~~to ifa ~~our~~particular ~~due diligence successfully identifies certain risks~~claim, ~~unexpected~~our ~~risks~~independent ~~may~~directors ~~arise~~would determine ~~and~~whether ~~previously~~to ~~known~~take ~~risks~~legal ~~may~~action ~~materialize~~against inCrown aPropTech ~~manner~~Sponsor ~~not~~to ~~consistent~~enforce ~~with~~its ~~our~~indemnification ~~preliminary risk analysis~~obligations. ~~Even~~While ~~though~~we ~~these~~currently expect ~~charges~~that ~~may~~our beindependent ~~non-cash~~directors ~~items~~would ~~and~~take ~~not~~legal ~~have~~action ~~an immediate impact~~ on our ~~liquidity,~~behalf ~~the~~against ~~fact~~Crown ~~that~~PropTech weSponsor ~~report~~to ~~charges~~enforce ofits ~~this~~indemnification obligations ~~nature could contribute~~ to ~~negative market perceptions about~~ us ~~or our securities. In addition~~, ~~charges~~it ofis ~~this~~possible ~~nature~~that ~~may~~our ~~cause~~independent usdirectors toin ~~violate~~exercising ~~net~~their ~~worth~~business orjudgment ~~other~~and ~~covenants~~subject to ~~which~~their wefiduciary duties may bechoose ~~subject~~not ~~as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing~~ to ~~partially~~do ~~finance~~so ~~the~~in ~~initial~~any ~~business~~particular ~~combination~~instance orif, ~~thereafter.~~for ~~Accordingly~~example, ~~any shareholders or warrant holders who choose to remain shareholders or warrant holders following~~ the ~~business~~cost ~~combination could suffer a reduction in the value~~ of ~~their~~such ~~securities.~~legal ~~Such~~action ~~shareholders~~is ordeemed ~~warrant~~by ~~holders~~the ~~are~~independent directors ~~unlikely~~ to ~~have~~be atoo ~~remedy~~high ~~for~~relative ~~such reduction in value unless they are able~~ to ~~successfully claim that~~ the ~~reduction~~amount ~~was~~recoverable ~~due~~or toif the ~~breach~~independent ~~by our officers or~~ directors ofdetermine that a ~~duty~~favorable ofoutcome ~~care~~is ornot likely. ~~other~~If ~~fiduciary~~our ~~duty~~independent ~~owed~~directors tochoose ~~them,~~not ~~or if they are able~~ to ~~successfully~~enforce ~~bring~~these aindemnification ~~private~~obligations, ~~claim~~the ~~under~~amount ~~securities~~of ~~laws~~funds ~~that~~in the ~~proxy~~trust ~~solicitation~~account available orfor ~~tender~~distribution ~~offer materials, as applicable, relating~~ to ~~the~~our ~~business~~Public ~~combination~~Shareholders ~~contained~~may anbe ~~actionable~~reduced ~~material~~below ~~misstatement~~$10.00 orper ~~material omission~~share.

~~Risks~~We may ~~Related~~not have sufficient funds to ~~Our~~satisfy ~~Trust~~indemnification ~~Account~~claims of our directors and officers.

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

~~RBC~~The securities ~~Capital~~in ~~Markets,~~which ~~LLC~~we ~~(“RBC”),~~invest ~~representative of~~ the ~~underwriters~~funds toheld ~~our~~in ~~Initial Public Offering, delivered a waiver letter to Crown on December 14, 2022 waiving any entitlement to~~ the ~~payment~~trust ofaccount ~~any~~could ~~deferred~~bear ~~underwriting~~a ~~commissions~~negative ~~(in~~rate ~~an aggregate amount~~ of $9interest,~~660,000)~~ inwhich ~~connection~~could ~~with~~reduce ~~its role as underwriter in~~ the ~~Initial Public Offering. RBC informed us that they are not responsible for any portion~~ value of ~~any~~the ~~future~~assets ~~registration~~held ~~statement filed~~ in ~~connection~~trust ~~with~~such ~~our~~that ~~initial business combination. Such deferred underwriting commissions were agreed between Crown and~~ the ~~underwriters~~per-share inredemption ~~the~~amount ~~underwriting~~received ~~agreement~~by ~~executed in connection with our Initial~~ Public ~~Offering~~Shareholders ~~and~~may ~~was to~~ be ~~payable~~less tothan ~~the~~$10.00 ~~underwriters~~per ~~from the amounts held in the trust account solely in the event that the Company completes an initial business combination~~share.

AsThe proceeds held in the trust account will be invested only in U.S. government treasury obligations with a ~~result~~maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the ~~Underwriter~~Investment ~~Waiver~~Company Act, ~~the~~which ~~transactions~~invest ~~fees~~only ~~that~~in direct ~~would~~U.S. ~~have~~government ~~been~~treasury ~~payable~~obligations. byWhile ~~Crown~~short-term atU.S. ~~the~~government ~~completion~~treasury ofobligations ~~the~~currently ~~initial~~yield ~~business~~a ~~combination~~positive ~~will~~rate beof interest, ~~reduced~~they byhave ~~approximately~~briefly ~~$9.66~~yielded negative interest rates in recent ~~million~~years. ~~The~~Central ~~underwriting~~banks ~~services~~in ~~being~~Europe ~~provided~~and byJapan pursued interest rates below zero in recent years, and the ~~underwriters~~Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in ~~connection~~the ~~with~~future adopt similar policies in the ~~Initial~~United ~~Public~~States. ~~Offering~~In the event that we do not to complete our initial business combination or make certain amendments to our fifth amended and restated memorandum and articles of association, ~~prior~~our Public Shareholders are entitled to receive their pro-rata share of the ~~Underwriter~~proceeds ~~Waiver,~~held ~~were~~in ~~substantially~~the ~~complete~~trust account, ~~with~~plus any ~~fees~~interest income earned thereon (less taxes payable and up to ~~the~~$100,000 ~~underwriters~~of ~~for~~interest ~~such~~income ~~services~~to ~~contingent~~pay ~~upon~~dissolution expenses). Negative interest rates could reduce the ~~completion~~value of the ~~initial~~assets ~~business~~held in ~~combination~~trust such that the per-share redemption amount received by Public Shareholders may be less than $10.00 per share.

We believe that the Underwriter Waiver of fees for services that have already been substantially rendered or that were contingent upon the occurrence of an event that applicable persons expect will occur, is unusual. While RBC did not provide any additional detail in their Underwriter Waiver letter, stockholders should be aware that such Underwriter Waiver indicates that the underwriters disclaim any responsibility for any future registration statement filed in connection with an initial business combination. None of the underwriters discussed the reasons for their forfeiture of fees with management, and Crown did not seek out the reasons why upon receipt of the waiver letter, despite the underwriters having already completed a substantial portion of their services. Crown will not speculate about the reasons why the underwriters forfeited fees after performing substantially all the 37

35If, after we distribute the funds 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, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us to claims of punitive damages.

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

If, ~~work~~before todistributing ~~earn~~the ~~such~~funds ~~fees.~~in ~~Accordingly~~the trust account to our Public Shareholders, ~~stockholders~~we ~~should~~file ~~not~~a ~~place~~bankruptcy ~~any~~or ~~reliance~~winding-up onpetition ~~the~~or ~~fact~~an ~~that~~involuntary bankruptcy ~~the~~or ~~underwriters~~winding-up ~~were~~petition ~~previously~~is ~~engaged~~filed byagainst ~~Crown~~us tothat ~~serve~~is asnot andismissed, ~~underwriter~~the claims of creditors in ~~Crown’s~~such ~~Initial~~proceeding ~~Public~~may ~~Offering~~have priority over the claims of our shareholders and ~~should~~the ~~not~~per-share ~~assume~~amount that ~~the~~would ~~underwriters~~otherwise ~~are~~be ~~involved~~received by our shareholders in ~~any~~connection ~~future~~with our ~~transaction~~liquidation may be reduced.

If, before ~~third~~distributing ~~parties~~the ~~bring~~funds ~~claims~~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 funds held in the trust account could be ~~reduced~~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 ~~redemption~~ amount that would otherwise be received by our shareholders ~~may~~in beconnection ~~less~~with ~~than~~our ~~$10.00~~liquidation ~~per~~may ~~share.~~be reduced.

~~Our~~Risks Related ~~placing of funds in the trust account may not protect those funds from third party claims against us. Although we will seek~~ to ~~have~~Our ~~all~~Operations 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 consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the best interests of the company under the circumstances.

~~Examples of possible instances where~~ If we ~~may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills~~ are ~~believed~~deemed ~~by management~~ to be ~~significantly~~an ~~superior~~investment tocompany ~~those~~under 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~~Investment asCompany ~~a result of~~Act, ~~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 ~~have~~may ~~not completed our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial business combination, we will~~ be required to ~~provide~~institute ~~for~~burdensome ~~payment~~compliance ofrequirements and ~~claims~~our ofactivities ~~creditors that were not waived that~~ may be ~~brought against us within the 10 years following redemption. Accordingly~~restricted, ~~the~~which ~~per-share~~may ~~redemption~~make ~~amount received by Public Shareholders could be less than the $10.00 per Public Share initially held in the trust account, due to claims of such creditors. Crown PropTech Sponsor has agreed that~~ it ~~will~~difficult ~~be liable to us if and to the extent any claims by a third party (other than Marcum LLP, our independent registered public accounting firm)~~ for ~~services rendered or products sold to~~ us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked Crown PropTech Sponsor to reserve for such indemnification obligations, nor have we independently verified whether Crown PropTech Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that Crown PropTech Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that Crown PropTech Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial business combination~~, and you would receive such lesser amount per share in connection with any redemption of your Public Shares~~. ~~None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.~~

36If we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:

~~Table~~● restrictions on the nature of ~~Contents~~our investments; and

~~Our~~● ~~directors~~restrictions ~~may~~on ~~decide~~the ~~not~~issuance toof ~~enforce~~securities, ~~the~~each ~~indemnification obligations~~ of ~~Crown~~which ~~PropTech~~may ~~Sponsor,~~make ~~resulting~~it indifficult afor ~~reduction~~us into ~~the~~complete ~~amount~~our ofinitial ~~funds~~business incombination. ~~the~~In ~~trust~~addition, ~~account~~we ~~available~~may ~~for~~have ~~distribution~~imposed toupon ~~our~~us ~~Public~~burdensome ~~Shareholders.~~requirements, including:

In● ~~the~~registration ~~event that the funds in the trust account are reduced below the lesser of (i) $10.00 per share and (ii) the actual amount per Public Share held in the trust account~~ as ofan ~~the~~investment date of the liquidation of the trust account if less than $10.00 per share due to reductions in the value of the trust assets, in each case less taxes payable, and Crown PropTech Sponsor asserts that it is unable to satisfy his obligations or that he has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Crown PropTech Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against Crown PropTech Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our Public Shareholders may be reduced below $10.00 per share. company;

We● ~~may~~adoption ~~not~~of ~~have~~a ~~sufficient~~specific ~~funds~~form ~~to satisfy indemnification claims~~ of ~~our~~corporate ~~directors~~structure; and ~~officers.~~

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

~~The~~In order ~~securities~~not into ~~which~~be weregulated ~~invest~~as ~~the~~an ~~funds~~investment ~~held~~company inunder the ~~trust~~Investment ~~account~~Company ~~could~~Act, ~~bear~~unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a ~~negative~~business ~~rate~~other than investing, reinvesting or trading of ~~interest~~securities and that our activities do not include investing, ~~which~~reinvesting, ~~could~~owning, ~~reduce~~holding ~~the~~or ~~value~~trading of“investment ~~the~~securities” constituting more than 40% of our assets ~~held~~(exclusive inof ~~trust~~U.S. ~~such~~government ~~that~~securities ~~the~~and ~~per-share~~cash ~~redemption~~items) ~~amount~~on ~~received~~an byunconsolidated ~~Public~~basis. ~~Shareholders~~Our ~~may~~business will be ~~less~~to ~~than~~identify ~~$10~~and complete a business combination and thereafter to operate the post-transaction business or assets for the long term.00 ~~per~~We ~~share~~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.

The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we do not to complete our initial business combination or make certain amendments to our second amended and restated memorandum and articles of association, our Public Shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by Public Shareholders may be less than $10.00 per share. 38

37We do not believe that our anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business 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. An investment in us is not intended for persons who are seeking a return on investments in government securities or investment securities. The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our fifth amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by March 11, 2026 or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination by March 11, 2026 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 hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our Public Shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless.

~~Table~~Changes to oflaws ~~Contents~~or regulations or in how such laws or regulations are interpreted or applied, or a failure to comply with any laws, regulations, interpretations or applications, may adversely affect our business, including our ability to negotiate and complete our initial business combination.

IfWe are subject to the laws and regulations, ~~after~~and weinterpretations ~~distribute~~and ~~the~~applications ~~funds~~of insuch ~~the~~laws ~~trust~~and ~~account~~regulations, toof ~~our~~national, ~~Public~~regional, ~~Shareholders~~state and local governments and, potentially, non-U.S. jurisdictions. In particular, we ~~file~~are arequired ~~bankruptcy~~to orcomply ~~winding-up~~with ~~petition~~certain orSEC and potentially other legal and regulatory requirements, and our consummation of an ~~involuntary~~initial ~~bankruptcy~~business orcombination ~~winding-up~~may ~~petition~~be iscontingent ~~filed~~upon ~~against~~our usability ~~that~~to comply iswith ~~not~~certain ~~dismissed~~laws, aregulations, ~~bankruptcy~~interpretations orand ~~insolvency~~applications ~~court~~and any post-business combination company may ~~seek~~be subject to ~~recover~~additional laws, ~~such proceeds~~regulations, interpretations and ~~the~~applications. ~~members~~Compliance ofwith, ~~our~~and ~~board~~monitoring of, ~~directors~~the foregoing may be ~~viewed~~difficult, astime ~~having~~consuming and ~~breached~~costly. Those laws and regulations and their ~~fiduciary~~interpretation ~~duties~~and application may also change from time to time, and those changes could have a material adverse effect on our ~~creditors~~business, ~~thereby~~including ~~exposing~~our ~~the~~ability ~~members~~to ofnegotiate ~~our~~and ~~board~~complete ofan ~~directors~~initial business combination. A failure to comply with applicable laws or regulations, as interpreted and usapplied, could have a material adverse effect on our business, including our ability to ~~claims~~negotiate ofand ~~punitive~~complete ~~damages~~an initial business combination. The SEC has, in the past year, adopted certain rules and may, in the future adopt other rules, which may have a material effect on our activities and on our ability to consummate an initial business combination, including the SPAC Rule Proposals described below.

If~~, after~~ we ~~distribute~~are ~~the~~unable ~~funds in the trust account~~ to consummate our ~~Public~~initial ~~Shareholders,~~business wecombination ~~file~~within athe ~~bankruptcy~~prescribed ~~or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed~~timeframe, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our ~~shareholders.~~Public InShareholders ~~addition, our board of directors~~ may be ~~viewed~~forced ~~as having breached its fiduciary duty~~ to wait ~~our~~beyond ~~creditors~~the ~~and/or~~prescribed ~~having~~timeframe ~~acted~~before inredemption ~~bad faith, thereby exposing itself and us to claims of punitive damages, by paying Public Shareholders~~ from ~~the~~our trust account ~~prior to addressing the claims of creditors~~.

If we are unable to consummate our initial business combination by March 11, ~~before~~2026, ~~distributing~~the funds then on deposit in the trust account, including interest earned on the funds held in the trust account (less taxes payable and up to $100,000 of interest income to pay dissolution expenses), will be used to fund the redemption of our Public ~~Shareholders~~Shares, weas ~~file~~further adescribed ~~bankruptcy~~herein. orAny redemption of Public Shareholders from the trust account will be effected automatically by function of our fifth amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, ~~petition~~liquidate orthe antrust ~~involuntary~~account ~~bankruptcy~~and ordistribute such amount therein, pro rata, to our Public Shareholders, as part of any liquidation process, such winding- up, ~~petition~~liquidation isand ~~filed~~distribution ~~against~~must uscomply ~~that~~with isthe ~~not~~applicable provisions ~~dismissed,~~of the ~~claims~~Companies Act of ~~creditors~~the inCayman ~~such~~Islands, ~~proceeding~~as amended (the “Companies Act”). In that case, investors may ~~have~~be ~~priority~~forced to ~~over~~wait beyond the ~~claims~~prescribed timeframe before the redemption proceeds of our ~~shareholders~~trust account become available to them, and they receive the ~~per-share~~return ~~amount~~of ~~that~~their ~~would~~pro ~~otherwise~~rata beportion ~~received~~of bythe funds from our ~~shareholders~~trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial business combination prior thereto and only then in ~~connection~~cases where ~~with~~investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation ~~may~~will Public Shareholders be ~~reduced.~~entitled to distributions if we are unable to complete our initial business combination.

If, before distributing the funds 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 funds 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. 39

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

If we are ~~deemed~~forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an ~~investment~~unlawful ~~company~~payment if ~~under~~it was proved that immediately following the ~~Investment~~date ~~Company~~on ~~Act~~which the distribution was made, we ~~may~~were beunable ~~required~~to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to ~~institute~~recover ~~burdensome~~some ~~compliance~~or ~~requirements~~all ~~and~~amounts received by our ~~activities~~shareholders. Furthermore, our directors may be ~~restricted,~~viewed ~~which~~as having breached their fiduciary duties to us or our creditors and/or may ~~make~~have itacted ~~difficult~~in ~~for~~bad faith, thereby exposing themselves and our company to claims by paying Public Shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to ~~complete~~be paid out of our ~~initial~~share premium account while we were unable to pay our debts as they fall due in the ordinary course of business ~~combination.~~would be guilty of an offence and may be liable to a fine of $18,293 and to imprisonment for five years in the Cayman Islands.

IfAdverse developments weaffecting ~~are~~the ~~deemed~~financial toservices beindustry, anincluding ~~investment~~events ~~company~~or ~~under~~concerns ~~the~~involving ~~Investment~~liquidity, ~~Company~~defaults ~~Act~~or non-performance by financial institutions, could adversely affect our ~~activities~~business, ~~may~~financial becondition ~~restricted~~or results of operations, ~~including:~~or our prospects.

•The funds ~~restrictions~~in onour operating account and our trust account are held in banks or other financial institutions. Our cash held in non-interest bearing and interest-bearing accounts would exceed any applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks ~~nature~~or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, our ~~investments;~~liquidity may be adversely affected. For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. Although we did not have any funds in Silicon Valley Bank or other institutions that have been closed, we cannot guarantee that the banks or other financial institutions that hold our funds will not experience similar issues.

•In addition, ~~restrictions~~investor onconcerns regarding the ~~issuance~~U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on terms favorable to us in connection with an initial business combination, or at all, and could have material adverse impacts on our liquidity, our business, financial condition or results of ~~securities~~operations, and our prospects.

~~each of which may make it difficult for us to complete our initial business combination. In addition, we may have imposed upon us burdensome requirements, including:~~ 40

•Risks Related ~~registration~~to asOur anCorporate ~~investment~~Structure ~~company;~~

•We may ~~adoption~~not ofhold aan ~~specific~~annual ~~form~~general meeting until after the consummation of ~~corporate~~our ~~structure;~~initial ~~and~~business combination, which could delay the opportunity for our shareholders to appoint directors.

•In accordance ~~reporting~~with the NYSE corporate governance requirements, ~~record~~we ~~keeping~~are not required to hold an annual general meeting until no later than one year after our first fiscal year end following our listing on the NYSE. There is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors. We may not hold an annual general meeting of stockholders to elect new directors prior to the consummation of our initial business combination, ~~voting~~and thus we may not be in compliance with Section 302 of the NYSE Listed Company Manual, ~~proxy~~which ~~and~~requires ~~disclosure~~an ~~requirements~~annual meeting. Until we hold an annual general meeting, Public Shareholders may not be afforded the opportunity to appoint directors and ~~other~~to ~~rules~~discuss company affairs with management. Our board of directors is divided into three classes with only one class of directors being appointed in each year and ~~regulations~~each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term. In addition, as holders of our Class A ordinary shares, our Public Shareholders will not have the right to vote on the appointment of directors until after the consummation of our initial business combination.

In 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 Holders of ~~securities~~Class A ~~and~~ordinary ~~that~~shares ~~our~~will ~~activities do~~ not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be permitted to ~~identify~~exercise ~~and~~their ~~complete~~warrants aunless ~~business~~we ~~combination~~register and ~~thereafter~~qualify ~~to operate~~ the ~~post-transaction~~underlying ~~business~~Class A ordinary shares or ~~assets~~certain ~~for~~exemptions ~~the~~are ~~long term~~available. ~~We do not plan to~~

38If the issuance of the Class A ordinary shares upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire worthless. In such event, holders who acquired their 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.

~~Table~~We are not registering the Class A ordinary shares issuable upon exercise of ~~Contents~~the warrants under the Securities Act or any state securities laws at this time. However, under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing of our initial business combination, we will use commercially reasonable efforts to file a registration statement with the SEC covering the registration under the Securities Act of the Class A ordinary shares issuable upon exercise of the warrants and thereafter will use commercially reasonable efforts to cause the same to become effective within 60 business days following our initial business combination and to maintain a current prospectus relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order.

If ~~buy~~the ~~businesses~~Class A orordinary ~~assets~~shares ~~with~~issuable aupon ~~view~~exercise toof ~~resale~~the orwarrants ~~profit~~are ~~from~~not ~~their~~registered ~~resale.~~under Wethe doSecurities Act, under the terms of the warrant agreement, holders of warrants who seek to exercise their warrants will not ~~plan~~be permitted to ~~buy~~do ~~unrelated~~so ~~businesses~~for orcash ~~assets~~and, orinstead, will be required to do so on a cashless basis, in which case the number of Class A ordinary shares that the holders of warrants will receive upon cashless exercise will be based on a ~~passive~~formula ~~investor~~subject to a maximum number of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment).

WeIn no doevent ~~not believe that our anticipated principal activities~~ will ~~subject~~warrants usbe toexercisable ~~the~~for ~~Investment~~cash ~~Company~~or ~~Act.~~on Toa ~~this~~cashless ~~end~~basis, ~~the~~and ~~proceeds~~we ~~held~~will innot ~~the trust account may only~~ be ~~invested~~obligated in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to ~~the~~issue ~~trust~~any ~~agreement,~~shares ~~the trustee is not permitted~~ to ~~invest~~holders ~~in other securities or assets. By restricting the investment of the proceeds~~ seeking to ~~these~~exercise ~~instruments,~~their ~~and by having a business 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)~~warrants, weunless ~~intend to avoid being deemed an “investment company” within~~ the ~~meaning~~issuance of the ~~Investment~~shares ~~Company~~upon ~~Act.~~such Anexercise ~~investment in us~~ is ~~not~~registered ~~intended for persons who are seeking a return on investments in government securities~~ or ~~investment~~qualified ~~securities.~~under ~~The trust account is intended as a holding place for funds pending~~ the ~~earliest~~securities ~~to occur~~ laws of ~~either: (i)~~ the ~~completion~~state of ~~our initial business combination; (ii)~~ the ~~redemption~~exercising of any Public Shares properly submitted in connection with a shareholder vote to amend our second amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination by February 11holder, ~~2024~~ or ~~(B) with~~an ~~respect~~exemption tofrom ~~any~~registration ~~other material provisions relating to shareholders’ rights~~ or ~~pre-initial~~qualification ~~business~~is combination activity; or (iii) absent an initial business combination by February 11, 2024 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 hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our Public Shareholders may only receive their pro rata portion of the funds in the trust account that are available ~~for distribution to Public Shareholders, and our warrants will expire worthless~~.

~~Changes~~If our toClass A ~~laws~~ordinary orshares, ~~regulations~~are orat inthe ~~how~~time of any exercise of a warrant, not listed on a national securities exchange such ~~laws~~that they orsatisfy ~~regulations~~the ~~are~~definition ~~interpreted~~of or“covered ~~applied~~securities” under Section 18(b)(1) of the Securities Act, orwe amay, ~~failure~~at our option, not permit holders of warrants who seek to ~~comply~~exercise ~~with~~their ~~any~~warrants ~~laws~~to do so for cash and, ~~regulations~~instead, ~~interpretations~~require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in the event we so elect, we will not be required to file or ~~applications~~maintain in effect a registration statement or register or qualify the shares underlying the warrants under applicable state securities laws, ~~may~~and ~~adversely~~in ~~affect~~the ~~our~~event ~~business~~we do not so elect, ~~including~~we will use our ~~ability~~commercially reasonable efforts to ~~negotiate~~register ~~and~~or ~~complete~~qualify ~~our~~the ~~initial~~shares underlying ~~business~~the ~~combination.~~warrants under applicable state securities laws to the extent an exemption is not available.

We are subject to the laws and regulations, and interpretations and applications of such laws and regulations, of national, regional, state and local governments and, potentially, non-U.S. jurisdictions. In particular, we are required to comply with certain SEC and potentially other legal and regulatory requirements, and our consummation of an initial business combination may be contingent upon our ability to comply with certain laws, regulations, interpretations and applications and any post-business combination company may be subject to additional laws, regulations, interpretations and applications. Compliance with, and monitoring of, the foregoing may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination. A failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete an initial business combination. The SEC has, in the past year, adopted certain rules and may, in the future adopt other rules, which may have a material effect on our activities and on our ability to consummate an initial business combination, including the SPAC Rule Proposals described below. 41

IfIn no event will we ~~are~~be ~~unable~~required to ~~consummate~~net ~~our~~cash ~~initial~~settle ~~business~~any ~~combination~~warrant, ~~within~~or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the ~~prescribed~~warrants ~~timeframe,~~in ~~our~~the ~~Public~~event ~~Shareholders~~that ~~may~~we beare ~~forced~~unable to ~~wait~~register ~~beyond~~or qualify the ~~prescribed~~shares ~~timeframe~~underlying ~~before~~the ~~redemption~~warrants under ~~from~~the ~~our~~Securities ~~trust~~Act ~~account.~~or applicable state securities laws.

IfOur ability weto ~~are~~require ~~unable~~holders of our warrants to ~~consummate~~exercise ~~our~~such ~~initial~~warrants ~~business~~on ~~combination~~a bycashless ~~February 11,~~basis ~~2024,~~after we call the ~~funds~~warrants ~~then~~for onredemption ~~deposit~~or if inthere is no effective registration statement covering the ~~trust~~issuance ~~account,~~of ~~including~~Class A ~~interest~~ordinary ~~earned~~shares onissuable upon exercise of these warrants will cause holders to receive fewer Class A ordinary shares upon their exercise of the ~~funds~~warrants ~~held~~than inthey would have received had they been able to pay the ~~trust~~exercise ~~account~~price ~~(less~~of ~~taxes~~their ~~payable~~warrants in cash.

39If we call the warrants for redemption, we will have the option, in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis in certain circumstances. If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there is no effective registration statement, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash. For example, if the holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the Class A ordinary shares have a fair market value of $17.50 per share when there is no effective registration statement, then upon the cashless exercise, the holder will receive 300 Class A ordinary shares. The holder would have received 875 Class A ordinary shares if the exercise price was paid in cash. This will 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.

~~Table~~The grant of ~~Contents~~registration rights to our Initial Shareholders and holders of our Private Placement Warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A ordinary shares.

Pursuant ~~and up~~ to ~~$100,000~~an ofagreement ~~interest~~entered ~~income~~into toconcurrently ~~pay~~with ~~dissolution expenses), will be used to fund~~ the ~~redemption~~Initial ~~of our~~ Public ~~Shares~~Offering, asour ~~further~~Initial ~~described~~Shareholders ~~herein.~~can ~~Any~~demand ~~redemption~~that ofwe ~~Public~~register ~~Shareholders from~~ the Class A ~~trust~~ordinary ~~account~~shares ~~will~~into bewhich ~~effected~~Founder ~~automatically~~Shares byare ~~function~~convertible, holders of our ~~second~~Private ~~amended~~Placement Warrants and ~~restated~~their ~~memorandum~~permitted transferees ~~and~~can ~~articles~~demand ofthat ~~association~~we ~~prior~~register tothe ~~any~~Private ~~voluntary~~Placement ~~winding~~Warrants ~~up.~~and Ifthe weClass A ~~are~~ordinary ~~required~~shares toissuable ~~wind-up,~~upon ~~liquidate~~exercise of the ~~trust~~Private ~~account~~Placement Warrants, and ~~distribute~~holders ~~such~~of ~~amount~~securities ~~therein,~~that ~~pro~~may ~~rata,~~be toissued ~~our~~upon ~~Public~~conversion ~~Shareholders,~~of asworking ~~part~~capital ofloans ~~any~~may ~~liquidation~~demand ~~process,~~that we register such ~~winding~~Units, upshares, ~~liquidation~~warrants ~~and~~or ~~distribution~~the ~~must~~Class A ~~comply~~ordinary ~~with~~shares ~~the~~issuable ~~applicable~~upon ~~provisions~~exercise of ~~the~~such ~~Companies~~warrants. ~~Act~~We ofwill bear the cost ~~Cayman~~of ~~Islands,~~registering asthese ~~amended~~securities. ~~(the~~The ~~“Companies~~registration ~~Act”).~~and Inavailability ~~that~~of ~~case,~~such ~~investors~~a ~~may~~significant benumber ~~forced~~of tosecurities ~~wait~~for ~~beyond~~trading in the public ~~prescribed~~market ~~timeframe~~may ~~before~~have an adverse effect on the ~~redemption~~market ~~proceeds~~price of our ~~trust~~Class A ~~account~~ordinary ~~become~~shares. ~~available~~In ~~to them~~addition, ~~and~~the ~~they~~existence ~~receive~~of the ~~return~~registration rights ofmay ~~their~~make ~~pro~~our ~~rata~~initial ~~portion~~business ofcombination ~~the~~more ~~funds~~costly ~~from~~or ~~our~~difficult ~~trust~~to ~~account~~conclude. WeThis ~~have~~is nobecause ~~obligation~~the toshareholders ~~return~~of ~~funds~~the totarget business ~~investors~~may ~~prior~~increase to the ~~date~~equity ofstake ~~our~~they ~~redemption~~seek in the combined entity or ~~liquidation~~ask ~~unless~~for wemore ~~consummate~~cash ~~our~~consideration ~~initial~~to ~~business~~offset ~~combination~~the ~~prior~~negative ~~thereto~~impact on ~~and~~the ~~only~~market ~~then~~price inof ~~cases~~our ~~where~~Class A ~~investors~~ordinary ~~have~~shares ~~sought~~that tois ~~redeem~~expected ~~their~~when ~~Class A~~the ordinary shares. ~~Only~~owned ~~upon~~by our ~~redemption~~Initial orShareholders, holders ~~any~~of ~~liquidation~~our ~~will~~Private ~~Public~~Placement ~~Shareholders~~Warrants beor ~~entitled~~holders toof ~~distributions~~our ifworking wecapital ~~are~~loans ~~unable~~or totheir ~~complete~~respective ~~our~~permitted ~~initial~~transferees ~~business~~are ~~combination~~registered.

~~Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.~~ 42

IfRisks Related ~~we are forced~~ to ~~enter~~Our ~~into~~Search an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims by paying Public Shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a ~~fine~~Business ofCombination ~~$18,293 and to imprisonment for five years in the Cayman Islands.~~

~~Adverse~~Past performance ~~developments~~by ~~affecting~~our ~~the~~management ~~financial services industry~~team, including ~~events~~investments orand ~~concerns~~transactions ~~involving~~in ~~liquidity,~~which ~~defaults~~they orhave ~~non-performance~~participated byand ~~financial~~businesses ~~institutions,~~with ~~could~~which they ~~adversely~~have ~~affect~~been ~~our business~~associated, ~~financial~~may ~~condition~~not orbe ~~results~~indicative of ~~operations,~~future orperformance ~~our~~of ~~prospects~~an investment in the company.

~~The~~Any past ~~funds~~experience inand performance by our ~~operating~~management ~~account~~team and ~~our~~its ~~trust~~affiliates ~~account~~and ~~are~~the ~~held~~businesses inwith ~~banks~~which orthey ~~other~~have ~~financial~~been ~~institutions.~~associated, ~~Our~~is not ~~cash~~a ~~held~~guarantee inthat ~~non-interest~~we ~~bearing~~will ~~and~~be ~~interest-bearing~~able ~~accounts~~to ~~would~~successfully ~~exceed~~complete ~~any~~our ~~applicable~~initial ~~Federal~~business ~~Deposit~~combination, ~~Insurance~~that ~~Corporation~~we ~~(“FDIC”)~~will ~~insurance~~be ~~limits.~~able ~~Should~~to ~~events,~~provide ~~including~~positive returns ~~limited~~to ~~liquidity,~~our ~~defaults~~shareholders, ~~non-performance~~ or ~~other~~of ~~adverse~~any ~~developments~~results ~~occur~~ with respect to ~~the~~any ~~banks~~initial orbusiness ~~other~~combination ~~financial~~we ~~institutions~~may ~~that~~consummate. ~~hold~~You ~~our~~should ~~funds,~~not orrely on ~~that~~the ~~affect~~historical ~~financial~~experiences ~~institutions~~of orour ~~the~~management ~~financial~~team ~~services~~or ~~industry~~its ~~generally~~affiliates, orincluding ~~concerns~~investments orand ~~rumors~~transactions ~~about~~in ~~any~~which ~~events~~they ofhave ~~these~~participated and ~~kinds~~businesses orwith ~~other~~which ~~similar~~they ~~risks,~~have ~~our~~been ~~liquidity~~associated, ~~may~~as beindicative ~~adversely~~of ~~affected.~~the ~~For~~future ~~example,~~performance onof ~~March 10,~~an ~~2023,~~investment ~~the~~in ~~FDIC~~us ~~announced~~or ~~that~~as ~~Silicon~~indicative of ~~Valley~~every ~~Bank~~prior ~~had~~investment ~~been~~by ~~closed~~each byof the ~~California~~members ~~Department~~ of ~~Financial~~our ~~Protection~~management ~~and Innovation~~team. ~~Although~~The wemarket ~~did~~price ~~not~~of ~~have~~our ~~any~~securities ~~funds~~may inbe ~~Silicon~~influenced ~~Valley~~by ~~Bank~~numerous factors, ormany ~~other~~of ~~institutions~~which ~~that~~are ~~have~~beyond ~~been~~our ~~closed~~control, weand ~~cannot~~our ~~guarantee~~shareholders ~~that~~may ~~the~~experience ~~banks~~losses oron ~~other~~their ~~financial~~investment ~~institutions~~in ~~that hold~~ our ~~funds will not experience similar issues~~securities.

InWe rely ~~addition,~~on ~~investor concerns regarding~~ the ~~U.S.~~experience orand ~~international~~skills ~~financial~~of ~~systems~~our ~~could~~management ~~result~~team into ~~less~~identify ~~favorable~~future ~~commercial~~trends ~~financing~~in ~~terms,~~the ~~including~~industries ~~higher~~in ~~interest~~which ~~rates~~we orwill ~~costs~~consummate ~~and~~our initial ~~tighter~~business ~~financial~~combination and ~~operating~~to ~~covenants,~~take oradvantage ~~systemic~~of ~~limitations~~these ontrends, ~~access~~but tothere ~~credit~~is ~~and~~no ~~liquidity~~guarantee ~~sources,~~that ~~thereby~~they ~~making~~will itbe ~~more~~able ~~difficult for us~~ to ~~acquire~~do ~~financing~~so ~~on terms favorable~~ to usthe extent inwe ~~connection~~expect ~~with an initial business combination,~~ or at all~~, and could have material adverse impacts on our liquidity, our business, financial condition or results of operations, and our prospects~~.

40The process of predicting trends, especially in industries developing as fast as the technology-driven real estate industry, is complex and uncertain. While we concentrate our efforts in identifying businesses that provide technological innovation to the real estate ecosystem, our anticipated industry trends may not materialize to the extent we expect or at all. In addition, after our initial business combination, we may commit significant resources in anticipation of certain expected industry trends before realizing whether our investments will result in profitable returns. Furthermore, we may not successfully execute our vision because of, among other things, errors in planning or timing, technical hurdles that we fail to overcome in a timely fashion or a lack of appropriate resources. If we are unable to identify and take advantage of future trends in our target industries to the extent we expect or at all, our ability to complete our initial business combination may become limited and our business, financial condition and results of operations will be adversely affected.

~~Table~~Changes in ofthe ~~Contents~~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.

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

WeThe increased ~~may~~cost ~~not~~and ~~hold~~decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an ~~annual~~initial ~~general~~business ~~meeting~~combination. ~~until~~In ~~after~~order ~~the~~to ~~consummation~~obtain directors and officers liability insurance or modify its coverage as a result of ~~our~~becoming ~~initial~~a public company, the post-business combination entity might need to incur greater expense and/or accept less favorable terms. Furthermore, ~~which~~any failure to obtain adequate directors and officers liability insurance could ~~delay~~have ~~the~~an ~~opportunity~~adverse impact ~~for~~on ~~our~~the ~~shareholders~~post-business combination’s ability to ~~appoint~~attract and retain qualified officers and directors.

In addition, ~~accordance~~after ~~with~~completion ~~the~~of ~~NYSE~~any ~~corporate~~initial ~~governance~~business ~~requirements~~combination, ~~we are not required to hold an annual general meeting until no later than one year after~~ our ~~first~~directors ~~fiscal year~~and ~~end~~officers ~~following~~could ~~our~~be ~~listing~~subject ~~on the NYSE. There is no requirement under the Companies Act for us~~ to ~~hold~~potential ~~annual~~liability orfrom claims ~~extraordinary~~arising ~~general~~from ~~meetings~~conduct toalleged ~~appoint directors. We may not hold an annual general meeting of stockholders~~ to ~~elect~~have ~~new~~occurred ~~directors~~ prior to ~~the~~such ~~consummation of our~~ initial business combination~~, and thus we may not be in compliance with Section 302 of the NYSE Listed Company Manual, which requires an annual meeting~~. ~~Until~~As wea ~~hold an annual general meeting~~result, ~~Public~~in ~~Shareholders~~order ~~may not be afforded the opportunity~~ to ~~appoint~~protect our directors and toofficers, ~~discuss~~the ~~company~~post-business ~~affairs~~combination ~~with~~entity ~~management.~~may ~~Our~~need ~~board~~to ofpurchase ~~directors~~additional isinsurance ~~divided into three classes~~ with ~~only~~respect ~~one~~to ~~class~~any ofsuch ~~directors~~claims (“run-off ~~being~~insurance”). ~~appointed~~The inneed ~~each year and each class (except~~ for ~~those~~run-off ~~directors~~insurance ~~appointed~~would ~~prior~~be toan ~~our~~added ~~first~~expense ~~annual~~for ~~general~~the ~~meeting) serving a three~~post-~~year~~business ~~term.~~combination Inentity and ~~addition,~~could asinterfere ~~holders~~with ofor ~~our~~frustrate ~~Class A ordinary shares,~~ our ~~Public~~ability ~~Shareholders~~to ~~will~~consummate ~~not~~an ~~have~~initial ~~the~~business ~~right~~combination ~~to vote~~ on ~~the~~terms ~~appointment~~favorable ofto ~~directors until after the consummation of~~ our ~~initial business combination~~investors.

~~Holders of Class A ordinary shares will not be permitted to exercise their warrants unless we register and qualify the underlying Class A ordinary shares or certain exemptions are available.~~ 43

IfWe may ~~the~~seek ~~issuance~~business ofcombination ~~the~~opportunities ~~Class A~~in ~~ordinary~~industries ~~shares upon exercise of the warrants is not registered, qualified~~ or ~~exempt~~sectors ~~from~~that ~~registration~~may orbe ~~qualification~~outside ~~under the Securities Act and applicable state securities laws, holders~~ of ~~warrants~~our ~~will~~management’s ~~not~~areas ~~be entitled to exercise such warrants and such warrants 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~~expertise.

We may ~~are~~consider ~~not~~a ~~registering~~business ~~the~~combination ~~Class A~~outside ~~ordinary~~of ~~shares~~our ~~issuable~~management’s ~~upon~~areas ~~exercise~~ of ~~the~~expertise ~~warrants~~if ~~under~~a ~~the~~business ~~Securities~~combination ~~Act~~candidate oris ~~any~~presented to ~~state~~us ~~securities~~and ~~laws~~we atdetermine ~~this~~that ~~time.~~such ~~However,~~candidate ~~under~~offers ~~the~~an ~~terms~~attractive ofbusiness ~~the~~combination ~~warrant~~opportunity ~~agreement,~~for weour ~~have~~company. ~~agreed~~Although ~~that,~~our asmanagement will ~~soon~~endeavor asto ~~practicable,~~evaluate ~~but~~the inrisks noinherent ~~event~~in ~~later~~any ~~than~~particular 15 business ~~days,~~ ~~after~~combination ~~the~~candidate, ~~closing~~we ofcannot ~~our~~assure ~~initial~~you ~~business~~that ~~combination,~~ we will ~~use~~adequately ascertain ~~commercially~~or ~~reasonable~~assess ~~efforts~~all toof ~~file~~the asignificant ~~registration~~risk ~~statement~~factors. ~~with~~We ~~the~~also ~~SEC~~cannot ~~covering~~assure ~~the~~you ~~registration~~that ~~under~~an ~~the~~investment ~~Securities~~in ~~Act~~us ofwill ~~the~~not ~~Class A~~ultimately ~~ordinary~~prove to ~~shares~~be ~~issuable~~less ~~upon~~favorable ~~exercise~~than ofa ~~the~~direct ~~warrants~~investment, ~~and~~if ~~thereafter~~an ~~will~~opportunity ~~use~~were ~~commercially~~available, ~~reasonable~~in ~~efforts~~a tobusiness ~~cause~~combination candidate. In the ~~same~~event we elect to ~~become~~pursue ~~effective~~a ~~within~~business 60combination ~~business days~~outside ~~following~~of ~~our~~the ~~initial~~areas ~~business~~of ~~combination~~our ~~and~~management’s toexpertise, ~~maintain~~our amanagement’s ~~current~~expertise ~~prospectus~~may not ~~relating~~be directly applicable to ~~the~~its ~~Class A~~evaluation ~~ordinary~~or ~~shares~~operation, ~~issuable~~and ~~upon~~the ~~exercise~~information ofcontained ~~the~~in ~~warrants~~this ~~until~~Form regarding the ~~expiration~~areas orof ~~redemption~~our management’s ofexpertise ~~the~~would ~~warrants~~not inbe ~~accordance~~relevant ~~with~~to ~~the~~an ~~provisions~~understanding of the ~~warrant~~business ~~agreement.~~that Wewe ~~cannot~~elect ~~assure~~to ~~you~~acquire. ~~that~~As wea ~~will~~result, our management may not be able to doascertain soor ~~if,~~assess ~~for~~adequately ~~example,~~all ~~any~~of ~~facts~~the orrelevant ~~events~~risk ~~arise~~factors. ~~which~~Accordingly, ~~represent~~any ashareholders ~~fundamental~~who ~~change~~choose into ~~the~~remain shareholders ~~information~~following ~~set~~our ~~forth~~initial inbusiness ~~the~~combination ~~registration~~could ~~statement~~suffer ora ~~prospectus,~~reduction in the ~~financial~~value ~~statements~~of ~~contained~~their orshares. ~~incorporated~~Such byshareholders ~~reference therein~~ are unlikely ~~not~~to ~~current~~have ora ~~correct~~remedy orfor ~~the~~such ~~SEC~~reduction ~~issues~~in ~~a stop order~~value.

IfAlthough we ~~the~~have ~~Class A~~identified ~~ordinary~~general ~~shares~~criteria ~~issuable~~and ~~upon~~guidelines ~~exercise~~that ofwe ~~the~~believe ~~warrants~~ are ~~not~~important ~~registered~~in ~~under~~evaluating ~~the~~prospective ~~Securities~~target ~~Act~~businesses, ~~under~~we ~~the~~may enter ~~terms~~into ofour ~~the~~initial ~~warrant~~business ~~agreement,~~combination ~~holders~~with ofa ~~warrants~~target ~~who~~that ~~seek~~does ~~to exercise their warrants will~~ not bemeet ~~permitted~~such tocriteria ~~do so for cash~~ and, ~~instead~~guidelines, ~~will~~and beas ~~required to do so on~~ a ~~cashless basis~~result, ~~in which case~~ the ~~number~~target business ofwith ~~Class A~~which ~~ordinary~~we ~~shares~~enter ~~that~~into ~~the~~our ~~holders~~initial ofbusiness ~~warrants~~combination ~~will~~may ~~receive~~not ~~upon~~have ~~cashless~~attributes ~~exercise~~entirely ~~will~~consistent bewith ~~based~~our ongeneral acriteria and ~~formula subject to a maximum number of shares equal to 0~~guidelines.~~361~~ ~~Class A ordinary shares per warrant (subject to adjustment).~~

InAlthough we nohave ~~event~~identified ~~will~~general ~~warrants~~criteria beand ~~exercisable~~guidelines for ~~cash~~evaluating orprospective ontarget businesses, it is possible that a ~~cashless~~target ~~basis,~~business with ~~and~~which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be ~~obligated~~as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to ~~issue~~meet any ~~shares~~closing tocondition ~~holders~~with ~~seeking~~a target business that requires us to ~~exercise~~have ~~their~~a minimum ~~warrants~~net worth or a certain amount of cash. In addition, ~~unless~~if ~~the~~shareholder ~~issuance~~approval of the ~~shares~~transaction ~~upon~~is ~~such~~required ~~exercise~~by islaw, ~~registered~~or we decide to obtain shareholder approval for business or ~~qualified~~other ~~under~~reasons, ~~the~~it ~~securities~~may ~~laws~~be ofmore ~~the~~difficult ~~state~~for us to attain shareholder approval of our initial business combination if the ~~exercising~~target ~~holder~~business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, orour anPublic ~~exemption~~Shareholders ~~from~~may ~~registration~~only orreceive ~~qualification~~their ispro rata portion of the funds in the trust account that are available for distribution to Public Shareholders (which may be $10.00 per share or less in certain circumstances), and our warrants will expire worthless.

IfWe are ~~our~~not ~~Class A~~required ~~ordinary~~to ~~shares,~~obtain ~~are~~an atopinion ~~the~~from ~~time~~an ofindependent ~~any~~investment ~~exercise~~banking offirm or from a ~~warrant~~valuation or appraisal firm, ~~not~~and ~~listed~~consequently, you onmay ahave ~~national~~no ~~securities~~assurance ~~exchange~~from ~~such~~an independent source that ~~they~~the ~~satisfy~~price we are paying for the ~~definition~~business ofis ~~“covered~~fair ~~securities”~~to ~~under~~our ~~Section 18(b)(1) of~~shareholders ~~the~~from ~~Securities~~a financial point of view.

41Unless we complete our initial business combination with an affiliated entity or our board of directors cannot independently determine the fair market value of the target business or businesses (including with the assistance of financial advisors), we are not required to obtain an opinion from an independent investment banking firm which is a member of FINRA or from a valuation or appraisal firm that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial business combination.

~~Table of Contents~~44

We ~~Act, we~~ may, atissue ~~our~~additional ~~option,~~Class A ~~not~~ordinary ~~permit~~shares ~~holders~~(including ofpursuant ~~warrants who seek~~ to ~~exercise~~an ~~their~~agreement ~~warrants~~with toour doAnchor soInvestor) ~~for~~or ~~cash~~preferred ~~and,~~shares ~~instead,~~to complete ~~require~~our ~~them~~initial tobusiness docombination soor onunder aan ~~cashless~~employee ~~basis~~incentive inplan ~~accordance~~after ~~with~~completion ~~Section 3(a)(9)~~ of ~~the~~our ~~Securities~~initial ~~Act;~~business incombination. ~~the~~We may ~~event~~also weissue soClass A ~~elect,~~ordinary weshares ~~will~~upon ~~not~~the beconversion ~~required~~of tothe ~~file~~Founder orShares ~~maintain~~at ~~in effect~~ a ~~registration~~ratio ~~statement~~greater orthan ~~register~~one-to-one orat ~~qualify~~ the ~~shares~~time of ~~underlying~~our ~~the~~initial ~~warrants~~business ~~under~~combination ~~applicable~~as ~~state~~a ~~securities~~result ~~laws,~~of ~~and in~~ the ~~event~~anti-dilution weprovisions docontained ~~not~~therein. soAny ~~elect,~~such weissuances ~~will~~would ~~use~~dilute ~~our commercially reasonable efforts to register or qualify~~ the interest ~~shares~~of ~~underlying~~our ~~the~~shareholders ~~warrants~~and ~~under~~likely ~~applicable~~present ~~state~~other ~~securities laws to the extent an exemption is not available~~risks.

InOur fifth noamended ~~event~~and ~~will~~restated wememorandum beand ~~required~~articles of association authorize the issuance of up to ~~net~~200,000,000 ~~cash~~Class A ~~settle~~ordinary ~~any~~shares, par ~~warrant~~value $0.0001 per share, or20,000,000 ~~issue~~Class B ~~securities~~ordinary ~~(other~~shares, ~~than~~par ~~upon~~value a$0.0001 ~~cashless~~per ~~exercise~~share, asand ~~described~~1,000,000 ~~above)~~preferred orshares, ~~other~~par value ~~compensation~~$0.0001 inper ~~exchange~~share. As of August 28, 2025, there were 199,508,194 and 13,100,000 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for ~~the~~issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants, inor shares issuable upon conversion of the ~~event~~Class B ~~that~~ordinary weshares. The Class B ordinary shares are ~~unable~~automatically toconvertible ~~register~~into Class A ordinary shares concurrently with or ~~qualify~~immediately following the ~~shares~~consummation ~~underlying~~of our ~~the~~initial ~~warrants~~business ~~under~~combination, ~~the~~initially ~~Securities~~at ~~Act~~a orone-for-one ~~applicable~~ratio ~~state~~but subject to adjustment as set forth herein and in our fifth amended and restated memorandum and articles of association, including in certain circumstances in which we issue Class A ordinary shares or equity-linked securities ~~laws~~related to our initial business combination. As of August 28, 2025, there were no preferred shares issued and outstanding.

~~Our~~We may ~~ability~~issue toa ~~require~~substantial ~~holders~~number of ~~our~~additional ~~warrants~~Class A ordinary shares or preferred shares to ~~exercise~~complete ~~such~~our ~~warrants~~initial onbusiness acombination or ~~cashless~~under ~~basis~~an employee incentive plan after wecompletion ~~call~~of ~~the~~our ~~warrants~~initial ~~for~~business ~~redemption~~combination. orFor ifexample, ~~there~~we isgranted noour ~~effective~~Anchor ~~registration~~Investor the ~~statement~~option, ~~covering~~but not the ~~issuance~~obligation, to purchase up to 30% of our Class A ordinary shares, ~~issuable~~for ~~upon~~a ~~exercise~~purchase price of ~~these~~$10.00 ~~warrants~~per ~~will~~Class A ordinary ~~cause~~share, ~~holders~~in toany ~~receive~~financing ~~fewer~~transaction we may conduct in connection with our initial business combination. We may also issue Class A ordinary shares upon ~~their~~conversion ~~exercise~~ of the ~~warrants~~Class B ordinary shares at a ratio greater than ~~they~~one-to-one ~~would~~at ~~have~~the ~~received~~time ~~had~~of ~~they~~our ~~been~~initial ~~able~~business combination as a result of the anti-dilution provisions as set forth therein. However, our fifth amended and restated memorandum and articles of association provide, among other things, that prior to ~~pay~~our initial business combination, we may not issue additional shares that would entitle the ~~exercise~~holders ~~price~~thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination. These provisions of ~~their~~our ~~warrants~~fifth inamended ~~cash~~and restated memorandum and articles of association, like all provisions of our fifth amended and restated memorandum and articles of association, may be amended with a shareholder vote. The issuance of additional ordinary or preferred shares:

If● wemay ~~call~~significantly ~~the~~dilute ~~warrants for redemption, we will have~~ the ~~option,~~equity ininterest our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis in certain circumstances. If we choose to require holders to exercise their warrants on a cashless basis or if holders elect to do so when there is no effective registration statement, the number of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his or her warrant for cash. For example, if the holder is exercising 875 public warrants at $11.50 per share through a cashless exercise when the Class A ordinary shares have a fair market value of $17.50 per share when there is no effective registration statement, then upon the cashless exercise, the holder will receive 300 Class A ordinary shares. The holder would have received 875 Class A ordinary shares if the exercise price was paid in cash. This will 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.~~ shareholders;

~~The~~● ~~grant~~may ofsubordinate ~~registration~~the rights toof ~~our Initial Shareholders and~~ holders of ~~our~~Class ~~Private~~A ~~Placement~~ordinary ~~Warrants~~shares ~~may~~if ~~make~~preferred itshares ~~more~~are ~~difficult~~issued towith ~~complete our initial business combination, and the future exercise of such~~ rights ~~may~~senior ~~adversely~~to ~~affect~~those ~~the~~afforded ~~market price of~~ our Class A ordinary shares. ;

~~Pursuant~~● tocould ancause ~~agreement~~a ~~entered~~change ~~into~~in ~~concurrently~~control ~~with~~if ~~the~~a ~~Initial~~substantial ~~Public~~number ~~Offering,~~of ~~our Initial Shareholders can demand that we register the~~ Class A ordinary shares ~~into which Founder Shares~~ are ~~convertible~~issued, ~~holders~~which of our Private Placement Warrants and their permitted transferees can demand that we register the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants, and holders of securities that may ~~be issued upon conversion of working capital loans may demand that we register such Units~~affect, ~~shares,~~among ~~warrants~~other or the Class A ordinary shares issuable upon exercise of such warrants. We will bear the cost of registering these securities. 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 additionthings, ~~the existence of the registration rights may make~~ our ~~initial~~ability ~~business combination more costly or difficult~~ to ~~conclude.~~use ~~This~~our isnet ~~because~~operating ~~the~~loss ~~shareholders~~carry offorwards, ~~the~~if ~~target~~any, ~~business~~and ~~may~~could ~~increase~~result ~~the equity stake they seek~~ in the ~~combined~~resignation ~~entity~~ or ~~ask~~removal ~~for more cash consideration to offset the negative impact on the market price~~ of our ~~Class A~~present ~~ordinary~~officers ~~shares~~and ~~that~~directors; is expected when the ordinary shares owned by our Initial Shareholders, holders of our Private Placement Warrants or holders of our working capital loans or their respective permitted transferees are registered. and

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

~~Table~~Unlike some ofother ~~Contents~~similarly structured special purpose acquisition companies, our Initial Shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination.

~~Risks~~The Founder ~~Related~~Shares will automatically convert into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to ~~Our~~adjustment ~~Search~~for share sub-divisions, share capitalizations, reorganizations, recapitalizations and other similar transactions, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any Private Placement Warrants issued to our sponsors, officers or directors upon conversion of working capital loans; provided that such conversion of Founder Shares will never occur on a ~~Business~~less ~~Combination~~than one-for-one basis.

Past performance by our management team, including investments and transactions in which they have participated and businesses with which they have been associated, may not be indicative of future performance of an investment in the company. 45

~~Any~~Resources could ~~past~~be ~~experience~~wasted ~~and~~in ~~performance~~researching bybusiness ~~our~~combinations ~~management~~that ~~team~~are ~~and~~not ~~its~~completed, ~~affiliates~~which ~~and~~could ~~the~~materially ~~businesses~~adversely ~~with~~affect ~~which~~subsequent ~~they~~attempts to ~~have~~locate ~~been~~and ~~associated,~~acquire isor ~~not~~merge awith ~~guarantee~~another ~~that~~business. If we ~~will~~are beunable ~~able~~ to ~~successfully~~ complete our initial business combination, ~~that we will be able to provide positive returns to~~ our ~~shareholders,~~Public ~~or of any results with respect to any initial business combination we~~ Shareholders may ~~consummate.~~only ~~You~~receive ~~should~~their ~~not~~pro ~~rely~~rata onportion ~~the historical experiences~~ of ~~our management team or its affiliates, including investments and transactions in which they have participated and businesses with which they have been associated, as indicative of~~ the ~~future~~funds ~~performance of an investment~~ in ~~us or as indicative of every prior investment by each of~~ the ~~members~~trust ofaccount ~~our~~that ~~management~~are ~~team.~~available ~~The~~for ~~market~~distribution ~~price~~to ofPublic ~~our securities may be influenced by numerous factors~~Shareholders, ~~many of which are beyond our control,~~ and our ~~shareholders~~warrants ~~may~~will ~~experience~~expire ~~losses on their investment in our securities~~worthless.

WeThe investigation ~~rely~~of oneach specific target business and the ~~experience~~negotiation, drafting and ~~skills~~execution of ~~our~~relevant agreements, disclosure documents and other instruments will require substantial management ~~team~~time toand ~~identify~~attention ~~future~~and ~~trends~~substantial incosts ~~the~~for ~~industries~~accountants, inattorneys, ~~which~~consultants and others. If we ~~will~~decide ~~consummate~~not ~~our~~to complete a specific initial business combination, ~~and~~the costs incurred up to ~~take~~that ~~advantage~~point offor ~~these~~the ~~trends~~proposed transaction likely would not be recoverable. Furthermore, ~~but~~if ~~there~~we isreach noan ~~guarantee~~agreement ~~that~~relating ~~they~~to ~~will~~a bespecific ~~able~~target business, we may fail to docomplete soour 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 ~~extent~~related wecosts ~~expect~~incurred which could materially adversely affect subsequent attempts to locate and acquire or atmerge with ~~all~~another business. If we are unable to complete our initial business combination, our Public Shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to Public Shareholders, and our warrants will expire worthless.

~~The~~We may ~~process~~be ofa ~~predicting~~passive ~~trends,~~foreign ~~especially~~investment ~~in industries developing as fast as the technology-driven real estate industry~~company, is complex and uncertain. While we concentrate our efforts in identifying businesses that provide technological innovation to the real estate ecosystem, our anticipated industry trends may not materialize to the extent we expect or ~~at all. In addition~~“PFIC,” ~~after~~which ~~our~~could ~~initial business combination, we may commit significant resources in anticipation of certain expected industry trends before realizing whether our investments will~~ result in ~~profitable~~adverse ~~returns.~~United ~~Furthermore,~~States wefederal ~~may~~income ~~not~~tax ~~successfully execute our vision because of, among other things, errors in planning or timing, technical hurdles that we fail~~ consequences to ~~overcome in a timely fashion or a lack of appropriate resources~~U.S. If we are unable to identify and take advantage of future trends in our target industries to the extent we expect or at all, our ability to complete our initial business combination may become limited and our business, financial condition and results of operations will be adversely affectedinvestors.

~~Changes~~If we are a PFIC for any taxable year (or portion thereof) that is included in the ~~market~~holding period of a U.S. Holder of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse United States federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for ~~directors~~our current and ~~officers~~subsequent ~~liability~~taxable years ~~insurance~~may ~~could~~depend ~~make~~on itwhether ~~more~~we ~~difficult~~qualify for the PFIC. Depending on the particular circumstances, the application of the start-up exception may be subject to uncertainty, and there ~~more~~cannot ~~expensive~~be any assurance that we will qualify for usthe start-up exception. Accordingly, there can be no assurances with respect to our ~~negotiate~~status as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, moreover, will not be determinable until after the end of such taxable year. If we determine we are a PFIC for any taxable year (of which there can be no assurance), we will endeavor to provide to a U.S. Holder such information as the Internal Revenue Service (“IRS”) may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and ~~complete~~maintain ana ~~initial~~“qualified electing ~~business~~fund” ~~combination~~election, but there can be no assurance that we will timely provide such required information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their own tax advisors regarding the possible application of the PFIC rules.

~~The~~We may ~~market~~reincorporate ~~for~~in ~~directors~~another ~~and~~jurisdiction ~~officers liability insurance for special purpose acquisition companies has changed~~ in ~~ways~~connection ~~adverse~~with ~~to us and~~ our ~~management~~initial ~~team.~~business ~~Fewer~~combination ~~insurance companies are offering quotes for directors~~ and ~~officers liability coverage, the premiums charged for~~ such ~~policies~~reincorporation ~~have~~may ~~generally~~result ~~increased~~in taxes ~~and~~imposed ~~the~~on ~~terms of such policies have generally become less favorable~~shareholders. ~~These trends may continue into the future.~~

~~The~~We may, ~~increased~~in ~~cost~~connection ~~and~~with ~~decreased~~our ~~availability~~initial ofbusiness ~~directors~~combination and ~~officers~~subject ~~liability~~to ~~insurance~~requisite ~~could~~shareholder ~~make~~approval itunder ~~more~~the ~~difficult~~Companies ~~and~~Act, ~~more~~reincorporate in ~~expensive~~the ~~for~~jurisdiction usin towhich ~~negotiate~~the ~~and~~target ~~complete~~company anor ~~initial~~ business ~~combination~~is located or in another jurisdiction. InThe ~~order~~transaction may require a shareholder to ~~obtain~~recognize ~~directors~~taxable ~~and~~income ~~officers~~in ~~liability~~the ~~insurance~~jurisdiction orin ~~modify~~which ~~its~~the ~~coverage~~shareholder asis a ~~result~~tax ofresident ~~becoming~~or ain ~~public~~which ~~company,~~its ~~the~~members ~~post-business~~are ~~combination~~resident ~~entity~~if ~~might~~it is ~~need~~a totax ~~incur~~transparent ~~greater~~entity. ~~expense~~We ~~and/or~~do ~~accept~~not ~~less~~intend ~~favorable~~to ~~terms.~~make ~~Furthermore,~~ any ~~failure~~cash distributions to ~~obtain~~shareholders ~~adequate~~to ~~directors~~pay ~~and~~such ~~officers~~taxes. ~~liability~~Shareholders ~~insurance~~may ~~could~~be ~~have~~subject to anwithholding ~~adverse~~taxes ~~impact~~or onother ~~the~~taxes ~~post-business~~with ~~combination’s~~respect ~~ability~~ to ~~attract~~their ~~and~~ownership ~~retain~~of ~~qualified~~us ~~officers~~after ~~and~~the ~~directors~~reincorporation.

In addition, after completion of any initial business combination, our directors and officers could be subject to potential liability from claims arising from conduct alleged to have occurred prior to such initial business combination. As a result, in order to protect our directors and officers, the post-business combination entity may need to purchase additional insurance with respect to any such claims (“run-off insurance”). The need for run-off insurance would be an added expense for the post-business combination entity and could interfere with or frustrate our ability to consummate an initial business combination on terms favorable to our investors. 46

43After our initial business combination, it is possible that a majority of our directors and officers will live outside the United States and all of our assets will be located outside the United States; therefore, investors may not be able to enforce federal securities laws or their other legal rights.

~~Table~~It is possible that after our initial business combination, a majority of ~~Contents~~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.

We are ~~may~~dependent ~~seek~~upon ~~business~~our ~~combination~~officers ~~opportunities~~and indirectors ~~industries~~and ortheir ~~sectors~~loss ~~that~~could ~~may~~adversely beaffect ~~outside of~~ our ~~management’s~~ability ~~areas~~to ~~of expertise~~operate.

WeOur operations ~~may~~are ~~consider~~dependent upon a ~~business~~relatively ~~combination~~small ~~outside~~group of ~~our~~individuals ~~management’s areas of expertise if a business combination candidate is presented to us~~ and, ~~we determine that such candidate offers an attractive business combination opportunity for our company. Although our management will endeavor to evaluate the risks inherent~~ in ~~any~~ particular ~~business combination candidate~~, weour ~~cannot~~officers ~~assure~~and ~~you that we will adequately ascertain or assess all of the significant risk factors~~directors. We ~~also~~believe ~~cannot assure you~~ that our ansuccess ~~investment~~depends inon usthe ~~will~~continued ~~not~~service ~~ultimately~~of ~~prove~~our toofficers beand ~~less favorable than a direct investment~~directors, ifat anleast ~~opportunity~~until ~~were~~we ~~available,~~have incompleted aour initial business combination ~~candidate~~. In ~~the~~addition, ~~event~~our weofficers ~~elect~~and todirectors ~~pursue~~are anot ~~business~~required ~~combination~~to ~~outside~~commit ofany ~~the~~specified ~~areas~~amount of ~~our~~time ~~management’s~~to ~~expertise,~~ our ~~management’s~~affairs ~~expertise~~and, ~~may not be directly applicable to its evaluation or operation~~accordingly, ~~and~~will have ~~the~~conflicts ~~information~~of ~~contained~~interest in ~~this~~allocating ~~Form regarding~~their ~~the~~time ~~areas~~among ofvarious ~~our~~business ~~management’s~~activities, ~~expertise~~including ~~would~~identifying ~~not~~potential bebusiness ~~relevant~~combinations and tomonitoring ~~an understanding of~~ the ~~business~~related ~~that~~due ~~we elect to acquire~~diligence. AsWe ado ~~result, our management may~~ not behave ~~able~~an toemployment ~~ascertain~~agreement with, or ~~assess~~key-man ~~adequately~~insurance ~~all~~on of the ~~relevant~~life ~~risk factors. Accordingly~~of, any ~~shareholders~~of ~~who choose to remain shareholders following~~ our directors ~~initial~~or ~~business~~officers. ~~combination~~The ~~could~~unexpected ~~suffer~~loss aof ~~reduction in~~ the ~~value~~services of ~~their~~one ~~shares.~~or ~~Such~~more ~~shareholders~~of ~~are~~our ~~unlikely~~directors toor officers could have a ~~remedy~~detrimental ~~for~~effect on ~~such reduction in value~~us.

~~Although~~Our ability weto ~~have~~successfully ~~identified~~effect ~~general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into~~ our initial business combination ~~with~~and ato ~~target~~be ~~that~~successful ~~does~~thereafter ~~not~~will ~~meet~~be ~~such~~dependent ~~criteria~~upon ~~and~~the ~~guidelines,~~efforts ~~and~~of our askey ~~a result~~personnel, ~~the~~some ~~target~~of ~~business~~whom ~~with~~may ~~which~~join weus ~~enter~~following ~~into~~ our initial business combination. ~~may~~The ~~not~~loss ~~have~~of ~~attributes~~key ~~entirely~~personnel ~~consistent~~could ~~with~~negatively ~~our~~impact the ~~general~~operations ~~criteria~~ and ~~guidelines~~profitability of our post-combination business.

~~Although~~Our ability weto ~~have~~successfully ~~identified~~effect ~~general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into~~ our initial business combination ~~will~~is ~~not~~dependent ~~have~~upon ~~all~~the efforts of ~~these~~our ~~positive~~key ~~attributes~~personnel. IfThe werole ~~complete~~of our ~~initial~~key personnel ~~business~~in ~~combination~~the ~~with a~~ target ~~that~~business, ~~does not meet some or all of these guidelines~~however, ~~such~~cannot ~~combination~~presently ~~may not~~ be asascertained. ~~successful~~Although assome ~~a combination with a business that does meet all~~ of our ~~general~~key ~~criteria~~personnel ~~and~~may ~~guidelines.~~remain Inwith ~~addition,~~the ~~if we announce a prospective~~ target business ~~combination~~in ~~with~~senior amanagement ~~target~~or ~~that~~advisory ~~does~~positions ~~not~~following ~~meet~~ our ~~general~~initial ~~criteria~~business ~~and guidelines~~combination, ~~a greater number of shareholders may exercise their redemption rights, which may make~~ it ~~difficult~~is ~~for~~likely ~~us to meet any closing condition with a target business~~ that ~~requires~~some ~~us to have a minimum net worth~~ or aall ~~certain amount~~ of ~~cash.~~the management ~~In addition, if shareholder approval~~ of the ~~transaction~~target ~~is required by law, or we decide to obtain shareholder approval for~~ business orwill ~~other~~remain ~~reasons,~~in itplace. ~~may~~While bewe ~~more~~closely ~~difficult~~scrutinize ~~for~~any usindividuals towe ~~attain~~engage ~~shareholder~~after ~~approval of~~ our initial business combination, ifwe ~~the~~cannot ~~target~~assure ~~business~~you ~~does~~that ~~not meet~~ our ~~general~~assessment ~~criteria~~of ~~and~~these ~~guidelines.~~individuals Ifwill weprove ~~are unable~~ to ~~complete~~be ~~our~~correct. ~~initial~~These ~~business~~individuals ~~combination, our Public Shareholders~~ may ~~only~~be ~~receive~~unfamiliar with ~~their~~the ~~pro~~requirements ~~rata~~of ~~portion~~operating ofa ~~the~~company ~~funds~~regulated inby the ~~trust~~SEC, ~~account~~which ~~that~~could ~~are~~cause ~~available~~us ~~for~~to ~~distribution~~have to ~~Public~~expend ~~Shareholders~~time ~~(which~~and ~~may~~resources behelping them ~~$10.00~~become ~~per~~familiar ~~share~~with orsuch ~~less in certain circumstances), and our warrants will expire worthless~~requirements.

WeOur key ~~are~~personnel ~~not~~may ~~required~~negotiate toemployment ~~obtain~~or anconsulting ~~opinion~~agreements ~~from~~with ana ~~independent~~target ~~investment~~business ~~banking~~in ~~firm~~connection orwith ~~from~~ a ~~valuation~~particular orbusiness ~~appraisal firm~~combination, and ~~consequently,~~a ~~you~~particular business combination may ~~have~~be noconditioned ~~assurance~~on ~~from~~the anretention ~~independent~~or ~~source~~resignation ~~that~~of ~~the~~such ~~price~~key wepersonnel. ~~are~~These ~~paying~~agreements may provide for ~~the~~them ~~business~~to isreceive ~~fair~~compensation tofollowing our ~~shareholders~~initial ~~from~~business combination and as a ~~financial~~result, ~~point~~may cause them to have conflicts of ~~view~~interest in determining whether a particular business combination is the most advantageous.

~~Unless~~Our key wepersonnel ~~complete~~may ~~our~~be ~~initial~~able ~~business~~to ~~combination~~remain with ~~an affiliated entity or~~ our ~~board~~company ofafter ~~directors cannot independently determine~~ the ~~fair~~completion ~~market value~~ of ~~the~~our ~~target~~initial business orcombination ~~businesses~~only ~~(including~~if ~~with~~they ~~the assistance of financial advisors), we~~ are ~~not~~able ~~required~~ to negotiate ~~obtain~~employment anor ~~opinion~~consulting ~~from~~agreements anin ~~independent~~connection ~~investment~~with ~~banking~~the ~~firm~~business ~~which~~combination. isSuch anegotiations ~~member~~would oftake ~~FINRA~~place orsimultaneously with ~~from~~the anegotiation ~~valuation~~of orthe ~~appraisal~~business ~~firm~~combination ~~that~~and ~~the~~could ~~price~~provide wefor ~~are~~such ~~paying~~individuals ~~is fair~~ to ~~our~~receive ~~shareholders~~compensation ~~from~~in athe ~~financial~~form ~~point~~ of ~~view.~~cash Ifpayments and/or noour ~~opinion~~securities isfor ~~obtained,~~services ~~our~~they ~~shareholders~~would ~~will~~render beto ~~relying~~us onafter the ~~judgment~~completion of ~~our~~the ~~board~~business ofcombination. ~~directors,~~Such ~~who~~negotiations ~~will~~also ~~determine~~could make ~~fair~~such ~~market~~key ~~value~~personnel’s ~~based~~retention onor ~~standards~~resignation ~~generally~~a ~~accepted~~condition byto ~~the~~any ~~financial~~such ~~community~~agreement. ~~Such~~The ~~standards~~personal ~~used~~and ~~will~~financial beinterests ~~disclosed~~of insuch individuals ~~our~~may ~~proxy~~influence ~~materials~~their ormotivation ~~tender~~in ~~offer~~identifying ~~documents,~~and asselecting ~~applicable~~a target business, ~~related~~subject to ~~our~~their ~~initial~~fiduciary ~~business~~duties ~~combination.~~under Cayman Islands law.

44 47

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

WeWhen evaluating ~~may~~the ~~issue~~desirability ~~additional~~of ~~Class A~~effecting ~~ordinary~~our ~~shares~~initial ~~(including~~business ~~pursuant~~combination towith ana ~~agreement~~prospective ~~with~~target business, our ~~Anchor~~ability ~~Investor)~~to assess the target business’s management may be limited due to a lack of time, resources or ~~preferred~~information. ~~shares~~Our assessment of the capabilities of the target business’s management, therefore, may prove to ~~complete~~be ~~our~~incorrect ~~initial~~and such management may lack the skills, qualifications or abilities we suspected. Should the target business’s ~~combination~~management not possess the skills, qualifications or ~~under~~abilities annecessary to ~~employee~~manage ~~incentive~~a ~~plan~~public ~~after~~company, ~~completion~~the operations and profitability of ~~our~~the ~~initial~~post-combination business ~~combination~~may be negatively impacted. WeAccordingly, any ~~may~~shareholders ~~also~~who ~~issue~~choose ~~Class A~~to ~~ordinary~~remain ~~shares~~shareholders ~~upon~~following the ~~conversion~~business ofcombination could suffer a reduction in the ~~Founder~~value ~~Shares~~of attheir shares. Such shareholders are unlikely to have a ~~ratio~~remedy ~~greater~~for ~~than~~such ~~one-~~reduction in value unless they are able to~~-one~~ atsuccessfully claim that the reduction ~~time~~was ofdue to the breach by our ~~initial~~officers ~~business~~or ~~combination~~directors asof a ~~result~~duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the ~~anti-dilution~~proxy ~~provisions~~solicitation ~~contained~~or ~~therein.~~tender ~~Any~~offer ~~such~~materials, ~~issuances~~as ~~would~~applicable, ~~dilute~~relating to the ~~interest~~business ofcombination ~~our~~contained ~~shareholders~~an ~~and~~actionable ~~likely~~material ~~present~~misstatement ~~other~~or ~~risks.~~material omission.

~~Our~~We may ~~second~~seek ~~amended~~acquisition ~~and~~opportunities restated memorandum and articles of association authorize the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share. As of March 31, 2023, there were 195,803,515 and 13,100,000 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants, or shares issuable upon conversion of the Class B ordinary shares. The Class B ordinary shares are automatically convertible into Class A ordinary shares concurrently with oran ~~immediately~~early ~~following~~stage ~~the consummation of our initial business combination~~company, ~~initially at~~ a ~~one-for-one~~financially ~~ratio~~unstable ~~but~~business ~~subject~~or toan ~~adjustment~~entity aslacking ~~set~~an ~~forth~~established ~~herein and in our second amended and restated memorandum and articles~~ record of ~~association,~~revenue ~~including in certain circumstances in which we issue Class A ordinary shares~~ or ~~equity-linked securities related to our initial business combination~~earnings. ~~As of December 31, 2022, there were no preferred shares issued and outstanding.~~

WeTo the ~~may~~extent ~~issue~~we ~~a substantial number of additional Class A ordinary shares or preferred shares to~~ complete our initial business combination orwith ~~under~~ an ~~employee~~early ~~incentive~~stage ~~plan~~company, ~~after~~a ~~completion~~financially ofunstable ~~our initial~~ business ~~combination.~~or ~~For~~an ~~example,~~entity welacking an ~~granted~~established ~~our~~record ~~Anchor Investor the option, but not the obligation, to purchase up to 30%~~ of ~~our~~sales ~~Class A~~or ~~ordinary shares~~earnings, ~~for~~we amay ~~purchase~~be ~~price~~affected ofby ~~$10.00~~numerous ~~per~~risks ~~Class A~~inherent ~~ordinary share,~~ in ~~any~~the ~~financing~~operations ~~transaction~~of wethe ~~may~~business ~~conduct in connection~~ with ~~our~~which we ~~initial business combination~~combine. WeThese ~~may~~risks ~~also~~include ~~issue~~investing ~~Class A~~in ~~ordinary~~a ~~shares~~business ~~upon~~without ~~conversion of the Class B ordinary shares at~~ a ~~ratio~~proven ~~greater~~business ~~than~~model ~~one-to-one~~and atwith ~~the~~limited ~~time~~historical offinancial ~~our~~data, ~~initial~~volatile revenues ~~business~~or ~~combination~~earnings, asintense acompetition ~~result~~and ofdifficulties ~~the~~in ~~anti-dilution~~obtaining ~~provisions~~and asretaining ~~set~~key ~~forth therein~~personnel. ~~However,~~Although our ~~second~~officers ~~amended~~ and ~~restated~~directors will ~~memorandum~~endeavor ~~and~~to ~~articles~~evaluate ofthe ~~association~~risks ~~provide,~~inherent ~~among~~in ~~other~~a ~~things,~~particular ~~that~~target ~~prior to our initial~~ business ~~combination~~, we may not ~~issue~~be ~~additional~~able ~~shares~~to ~~that~~properly ~~would~~ascertain ~~entitle~~or ~~the~~assess ~~holders~~all of ~~thereof~~the tosignificant ~~(i) receive~~risk ~~funds~~factors ~~from~~and ~~the~~we ~~trust~~may ~~account~~not orhave ~~(ii) vote~~adequate ontime ~~any~~to ~~initial~~complete ~~business~~due ~~combination~~diligence. ~~These~~Furthermore, ~~provisions~~some of ~~our~~these ~~second~~risks ~~amended~~may ~~and~~be outside ~~restated memorandum and articles~~ of ~~association, like all provisions of~~ our ~~second~~control ~~amended~~ and ~~restated~~leave ~~memorandum~~us ~~and~~with ~~articles~~no ofability ~~association,~~to ~~may~~control beor ~~amended~~reduce ~~with~~the achances ~~shareholder~~that ~~vote.~~those ~~The~~risks ~~issuance~~will ofadversely ~~additional~~impact ~~ordinary~~a ~~or preferred shares:~~ target business.

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

•The role ~~may~~of ~~subordinate~~an acquisition candidate’s key personnel upon the ~~rights~~completion of ~~holders~~our ofinitial ~~Class~~business Acombination ~~ordinary~~cannot ~~shares~~be ifascertained at ~~preferred~~this ~~shares~~time. ~~are~~Although ~~issued~~we ~~with~~contemplate ~~rights~~that ~~senior~~certain tomembers ~~those~~of ~~afforded~~an acquisition candidate’s management team will remain associated with the acquisition candidate following our ~~Class~~initial Abusiness ~~ordinary~~combination, ~~shares;~~it is possible that members of the management of an acquisition candidate will not wish to remain in place.

•Our officers ~~could~~and ~~cause~~directors awill ~~change~~allocate intheir ~~control~~time ifto aother ~~substantial~~businesses ~~number~~thereby ofcausing ~~Class~~conflicts Aof ~~ordinary~~interest ~~shares~~in ~~are~~their ~~issued,~~determination ~~which~~as ~~may~~to how ~~affect,~~much ~~among~~time ~~other~~to ~~things,~~devote ~~our ability~~ to ~~use~~ our ~~net~~affairs. ~~operating~~This ~~loss~~conflict ~~carry~~of ~~forwards,~~interest ifcould ~~any,~~have ~~and~~a ~~could~~negative ~~result~~impact inon ~~the~~our ~~resignation~~ability orto ~~removal~~complete of our ~~present~~initial business ~~officers~~combination. ~~and directors; and~~

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

Unlike some other similarly structured special purpose acquisition companies, our Initial Shareholders will receive additional Class A ordinary shares if we issue certain shares to consummate an initial business combination. 48

~~The~~Our officers ~~Founder~~and ~~Shares~~directors ~~will~~presently ~~automatically~~have, ~~convert~~and ~~into~~any ~~Class A~~of ~~ordinary~~them ~~shares~~in ~~concurrently with or immediately following~~ the ~~consummation~~future ofmay ~~our~~have ~~initial~~additional, ~~business~~fiduciary ~~combination~~or oncontractual

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