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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2024~~2025

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

For the transition period from to

Commission File Number: 001-42472

PLUM ACQUISITION CORP. IV

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1795710
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

2021 Fillmore St. #2089

San Francisco, California 94115

(Address of principal executive offices)

(Zip Code)

(929) 529-7125

(Registrant’s telephone number, including area code)

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

Title of Each Class	Trading Symbol (s)	Name of Each Exchange on Which Registered
Class A ordinary shares, $0.0001 par value per share	PLMK	The Nasdaq Stock Market LLC

Warrants to purchase one share of Class A ordinary shares	PLMKW	The Nasdaq Stock Market LLC

Units, each consisting of one share of Class A ordinary shares and one-half of one redeemable warrant	PLMKU	The Nasdaq Stock Market LLC

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

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 Exchange Act.

Large accelerated filer ☐

Accelerated filer ☐

Non-accelerated filer ☒

Smaller reporting company ☒

Emerging growth company ☒

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

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

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

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

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

~~The~~ ~~registrant~~As ~~was not a public company as~~ of June 30, ~~2024~~2025, ~~and~~the ~~therefore~~aggregate itmarket ~~cannot~~value ~~calculate~~of the ~~aggregate~~Class ~~market~~A ~~value~~ordinary ofshares, ~~its~~par ~~voting~~value ~~and~~$0.0001 ~~non-voting~~per ~~common~~share, ~~equity~~of the registrant held by non-affiliates as of the registrant was $177,330,000 based on the $10.28 closing sale price of the Registrant’s Class A ordinary shares on such date.

As of March 31, ~~2025~~2026, there were 18,492,875 Class A ordinary shares, par value $0.0001 per share, and 5,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business	1
Item 1A.	Risk Factors	57
Item 1B.	Unresolved Staff Comments	4143
Item 1C.	Cybersecurity	4143
Item 2.	Properties	4143
Item 3.	Legal Proceedings	4143
Item 4.	Mine Safety Disclosures	4143
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	4244
Item 6.	[Reserved]	4244
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4345
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4448
Item 8.	Financial Statements and Supplementary Data	4448
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	4549
Item 9A.	Controls and Procedures	4549
Item 9B.	Other Information	4549
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	4549
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	4650
Item 11.	Executive Compensation	5055
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	5156
Item 13.	Certain Relationships and Related Transactions, and Director Independence	5257
Item 14.	Principal Accountant Fees and Services	5460
	PART IV
Item 15.	Exhibits and Financial Statement Schedules	5561
Item 16.	Form 10-K Summary	5662
SIGNATURES		5763

CERTAIN TERMS

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

●

“amended and restated memorandum and articles of association” are to our amended and restated memorandum and articles of association in effect as of the date hereof;

● “Cohen” are to Cohen & Company Capital Markets, a division of ~~J.V.B.~~Cohen ~~Financial~~& ~~Group~~Company Securities, LLC, a representative of the underwriters in the initial public offering;

●

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

●

“directors” are to our directors named in this Annual Report;

● “founder shares” are to our Class B ordinary shares initially purchased by our sponsor in a private placement prior to the initial public offering, an aggregate of 75100,000 of which ~~was~~were transferred to our ~~three~~four independent directors ~~prior to the effectiveness of the registration statement in connection with our initial public offering~~, and our Class A ordinary shares that will be issued upon conversion thereof;

● “initial shareholders” are to sponsor and ~~the~~our ~~three~~four independent directors that held our founder shares prior toor shortly after the initial public offering;

●

“initial public offering” are to our initial public offering, which was consummated on January 16, 2025.

●

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

●

“non-managing investors” are to certain institutional investors (none of which are affiliated with any member of our management or any other investor) that purchased through investments in our sponsor, an aggregate of 285,000 private placement units and 570,000 restricted private placement shares at a combined price of $10.00 per non-managing investor private placement security ($2,850,000 in the aggregate). Our sponsor issued membership interests at a nominal purchase price to the non-managing investors at the closing of our initial public offering reflecting interests in an aggregate of 2,280,000 founder shares held by our sponsor;

●

“non-managing investor private placement securities” are to the private placement units and restricted private placement shares, collectively, purchased by the non-managing investors through the sponsor;

●

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

●

“private placement shares” are to the Class A ordinary shares sold as part of the private placement units;

●

“private placement units” are to the units issued to our sponsor and the underwriters in private placements simultaneously with the closing of the initial public offering, which private placement units are identical to the units sold in the initial public offering, subject to certain limited exceptions as described in this Annual Report;

●

“private placement securities” are to the private placement units and the non-managing investor private placement securities, collectively;

●

“private placement warrants” are to the warrants sold as part of the private placement units;

●

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

●

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

●

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

●

“restricted private placement shares” are to 570,000 restricted Class A ordinary shares purchased by the non-managing investors through our sponsor, which shares would be transferred to the non-managing investors only upon consummation of an initial business combination;

●

“Seaport” are to Seaport Global Securities LLC, a representative of the underwriters in the initial public offering ;

●

“sponsor” are to Plum Partners IV, LLC, a Delaware limited liability company;

●

“underwriters” are, collectively, to Cohen and Seaport;

●

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

●

“warrant agreement” are, together, to our warrant agreement governing the warrants;

●

“we,” “us,” “our” or our “company” are to Plum Acquisition Corp. IV, a Cayman Islands exempted company; and

●

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

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some statements contained in this Annual Report are forward-looking in nature. Our forward-looking statements and risk factors include, but are not limited to, statements and risk factors 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 and risk factors in this Annual Report may include, for example, statements and risk factors about:

●

our ability to select an appropriate target business or businesses;

● our ability to complete our initial business combination with Controlled Thermal Resources Holdings Inc. (“CTR”), which is impacted by various factors;

● our expectations around the performance of aCTR or any other prospective target business or businesses or of markets or industries;

●

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

●

our directors and officers allocating their time to other businesses and potentially having conflicts of interest with or otherwise conflicting contractual obligations in connection with our business or in approving or consummating our initial business combination;

●

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

● our pool of prospective target businesses if the proposed business combination with CTR is not completed;

●

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

●

the potential liquidity and trading of our public securities;

●

the lack of a market for our securities;

●

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

● ~~global~~Macro-economic ~~geopolitical~~turbulence ~~conditions~~and ~~resulting~~instability ~~from~~relating ~~the~~to recent and ongoing ~~Russia-Ukraine~~global ~~conflict,~~conflicts ~~the~~and ~~recent~~other ~~escalation~~drivers of ~~the~~uncertainty ~~Israel-Hamas~~may ~~conflict~~adversely affect our business, investments and ~~the~~results ~~upcoming~~of ~~elections~~operations inand ~~the~~our ~~United~~ability ~~States~~to insuccessfully ~~2024~~consummate a business combination;

●

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

●

our financial performance following the initial public offering; or

● the other risk and uncertainties discussed in “Item 1A. Risk Factors,” elsewhere in this Annual Report and in our other filings with the SEC, including in our preliminary prospectus/proxy statement included in a Registration Statement on Form S-4 that we intend to file with the SEC, relating to the proposed business combination with CTR (the “S-4 Registration Statement”).

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

iii

PART I

ITEM 1. BUSINESS

General

We are a blank check company, incorporated as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses.

Our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize on the ability of our management team to identify, acquire and operate a business or businesses that can benefit from our management team’s established global relationships, sector expertise and active management and operating experience.

On June 26, 2024, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering and formation costs in exchange for an aggregate of 7,665,900 Class B ordinary shares. During July and August 2024, our sponsor transferred 25,000 founder shares to each of ~~our~~three independent directors (an ~~aggregate~~ aggregate of 75,000 founder shares) at their original purchase price. On December 6, 2024, our sponsor surrendered 1,915,900 founder shares ~~for~~ for no consideration. On April 25, 2025, our sponsor transferred 25,000 founder shares to our fourth independent director. Our initial shareholders currently hold an aggregate of 5,750,000 founder shares.

Subject to each non-managing investor purchasing, through an investment in our sponsor, the non-managing investor private placement securities allocated to it in connection with the closing of the initial public offering, our sponsor issued membership interests at a nominal purchase price to the non-managing investors reflecting interests in an aggregate of 2,280,000 founder shares held by our sponsor.

Prior to the initial investment in the company of $25,000 by our sponsor, we had no assets, tangible or intangible. The purchase price of these founder shares was determined by dividing the amount of cash contributed to us by the number of founder shares issued.

On January 16, 2025, we consummated the initial public offering of 17,250,000 units, which included the full exercise of the underwriters’ over-allotment option. Each unit consists of one Class A ordinary share and one-half of one redeemable public warrant, each whole public warrant entitling the holder thereof to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $172,500,000 (before underwriting discounts and commissions and offering expenses).

Simultaneously with the consummation of the initial public offering and the issuance and sale of the units, on January 16, 2025, we consummated the private placement of an aggregate of 672,875 private placement units and 570,000 restricted private placement shares at a price of $10.00 per private placement unit or $10.00 per non-managing investor private placement security, as applicable, generating gross proceeds of $6,728,750, as follows: (A) 440,000 private placement units and 570,000 restricted private placement shares ($4,400,000 in the aggregate) with the sponsor, (B) 186,300 private placement units ($1,863,000 in the aggregate) with Cohen and (C) 46,575 private placement units ($465,750 in the aggregate) with Seaport (collectively, the “private placement”). The private placement units, which were purchased by the sponsor, Cohen and Seaport, are identical to the units, except that, they (including the underlying securities) are (i) subject to certain limited exceptions, subject to transfer restrictions until 180 days following the consummation of our initial business combination and (ii) entitled to registration rights. The restricted private placement shares are held by the sponsor and will be transferred to the non-managing investors (or their designees) only upon the consummation of an initial business combination. Other than such permitted transfer, the restricted private placement shares are (i) subject to transfer restrictions until 90 days following the consummation of our initial business combination and (ii) entitled to registration rights.

A total of $174,225,000 of the net proceeds from the initial public offering and the private placement (which includes the underwriters’ deferred discount of up to $6,900,000) was placed in a trust account, with Continental Stock Transfer & Trust Company acting as trustee.

~~Selection~~Proposed ~~of a Target~~ Business ~~and Structuring of our Initial Business~~ Combination

~~Nasdaq~~Business ~~listing~~Combination rules require that our initial business combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the trust account (excluding any deferred underwriters’ fees and taxes payable on the income earned on the trust account). We refer to this as the 80% fair market value test. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. If our board of directors is not able independently to determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, with respect to the satisfaction of such criteria. We do not currently intend to purchase multiple businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will be the case. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.Agreement

InOn ~~any~~March ~~case~~8, 2026, we ~~will~~entered ~~only~~into ~~complete~~a ~~an initial~~ business combination agreement if (the ~~post-transaction company~~“Business ~~owns~~Combination orAgreement”) ~~acquires~~by ~~50%~~and oramong ~~more~~us, ofPlum ~~the~~IV ~~issued~~Merger ~~and~~Sub, ~~outstanding~~Inc., ~~voting~~a ~~securities of~~Delaware ~~the~~corporation ~~target~~and orour direct ~~otherwise~~wholly ~~acquires~~owned asubsidiary ~~controlling~~(“Merger ~~interest~~Sub”), inand ~~the~~Controlled ~~target~~Thermal ~~business~~Resources ~~sufficient~~Holdings ~~for~~Inc., ita ~~not~~Delaware tocorporation be(“CTR”), pursuant ~~required~~ to ~~register~~which, ~~as an~~among ~~investment~~other ~~company~~things ~~under~~and subject to the ~~Investment~~terms ~~Company~~and ~~Act.~~conditions Ifcontained ~~less~~therein, ~~than~~Merger ~~100%~~Sub ofwill ~~the~~merge ~~equity~~with ~~interests~~and orinto ~~assets~~CTR (the of“Merger”), awith ~~target~~CTR ~~business~~continuing oras ~~businesses are~~the ~~owned~~surviving orcompany. ~~acquired~~The bytransactions ~~the~~contemplated ~~post-transaction company,~~by the ~~portion~~Business ofCombination ~~such~~Agreement are ~~business~~referred orto ~~businesses~~in ~~that~~this isAnnual ~~owned~~Report oras ~~acquired~~the is“Business ~~what will~~Combination.” beThe ~~valued~~combined ~~for~~company’s ~~purposes~~business ofis ~~the~~expected ~~80%~~to continue ~~fair~~to ~~market~~operate ~~value~~through ~~test~~CTR. ~~There~~The isproposed noMerger ~~basis~~is ~~for~~expected ~~investors~~to inbe ~~the~~consummated ~~initial~~after ~~public~~receipt ~~offering~~of ~~to evaluate~~ the ~~possible~~required ~~merits~~approvals orby ~~risks~~our ofshareholders and ~~any~~CTR’s ~~target~~stockholders ~~business~~and ~~with~~the ~~which~~satisfaction weor ~~may~~waiver ~~ultimately~~of ~~complete~~certain ~~our~~other ~~initial~~customary ~~business combination~~conditions.

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.Domestication

InAt ~~evaluating~~least atwo ~~prospective~~(2) ~~target~~ business, ~~we expect~~days prior to ~~conduct~~the aClosing Date ~~thorough~~(as ~~due~~defined ~~diligence~~in ~~review~~the ~~which~~Business ~~may~~Combination ~~encompass~~Agreement), ~~among~~subject ~~other~~to ~~things,~~the ~~meetings~~satisfaction ~~with~~or ~~incumbent~~waiver ~~management~~of ~~and~~the ~~employees, document~~conditions ~~reviews~~of the Business Combination Agreement, ~~inspection~~the Company will transfer by way of ~~facilities,~~continuation asfrom ~~well~~the Cayman Islands to the State of Delaware and domesticate as a ~~review~~Delaware corporation (“Domesticated Plum IV”) in accordance with Section 388 of ~~financial~~the General Corporation Law of the State of Delaware, as ~~operational~~amended, ~~legal~~ and ~~other~~Part ~~information,~~12 ~~which~~of ~~will~~the ~~be made~~Companies ~~available~~Act to(as usrevised) of the Cayman Islands (such continuation and domestication, the “Domestication”).

~~The~~By ~~time~~virtue ~~required~~of tothe ~~select~~Domestication ~~and~~upon ~~evaluate~~its effectiveness, (a) ~~target~~each then ~~business~~issued and tooutstanding ~~structure~~Class ~~and~~A ~~complete~~ordinary ~~our~~share, ~~initial~~par ~~business~~value ~~combination~~$0.0001 per share, ~~and~~of the ~~costs~~Company ~~associated~~(each ~~with~~a ~~this~~“Class ~~process,~~A ~~are~~Ordinary ~~not currently~~Share”) ~~ascertainable~~(other ~~with~~than any ~~degree~~Class A Ordinary Share included in the Cayman Purchaser Units (as defined in the Business Combination Agreement)) shall convert automatically, on a one-for-one basis, into one (1) share of ~~certainty~~common stock of Domesticated Plum IV (the “Domesticated Purchaser Common Stock”); (b) each then issued and outstanding Class B ordinary share, par value $0.0001 ~~Any~~per ~~costs~~share, ~~incurred~~of ~~with~~the ~~respect~~Company to(each a “Class B Ordinary Share”) shall convert automatically, on a one-for-one basis, into one (1) share of Class B common stock of Domesticated Plum IV (the ~~identification~~“Domesticated Purchaser Class B Common Stock”); (c) each then issued and ~~evaluation~~outstanding warrant of the Company (other than any Cayman Purchaser Public Warrants (as defined in the Business Combination Agreement)) included in the Cayman Purchaser Units) (each a ~~prospective~~“Cayman ~~target~~Purchaser Warrant”) shall convert automatically into a warrant to acquire one (1) share of ~~business~~Domesticated ~~with~~Purchaser ~~which~~Common ~~our~~Stock ~~initial~~(each ~~business~~a ~~combination~~“Domesticated isPurchaser ~~not~~Warrant”), ~~ultimately~~pursuant ~~completed~~to ~~will~~the ~~result~~Warrant Agreement (as defined in ~~our~~the ~~incurring~~Business ~~losses~~Combination Agreement); and (d) each then issued and outstanding Cayman Purchaser Unit shall be cancelled and will ~~reduce~~thereafter entitle the holder thereof to one (1) share of Domesticated Purchaser Common Stock and one-half of one (1) Domesticated Purchaser Warrant, ~~funds~~in weeach ~~can~~case ~~use~~without toany ~~complete~~action ~~another~~on ~~business~~the ~~combination~~part of the Company, Merger Sub, the Company or any holder of securities of any of the foregoing.

~~Redemption~~The ~~Rights~~Merger ~~for~~and ~~Public Shareholders Upon Completion of our Initial Business Combination~~Consideration

WeFollowing ~~will provide our public shareholders with~~ the ~~opportunity~~ ~~to redeem~~Domestication, ~~regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of their public shares upon the completion of our initial business combination~~ at ~~a per-share price, payable in cash, equal to~~ the ~~aggregate~~Effective ~~amount~~Time ~~then~~(as ondefined ~~deposit~~ in the ~~trust~~Business ~~account~~Combination ~~calculated~~Agreement), asby ofvirtue ~~two business days prior to the consummation~~ of the ~~initial business combination~~Merger, ~~including~~each ~~interest~~share ~~(which interest shall be net~~ of ~~taxes~~capital ~~payable),~~stock ~~divided by the number~~ of ~~then~~Merger Sub issued and outstanding ~~public shares,~~immediately ~~subject~~prior to the ~~limitations~~Effective ~~described~~Time ~~herein.~~shall ~~At the completion of our initial business combination, we will~~ be ~~required~~automatically tocancelled ~~purchase any~~and ~~ordinary~~extinguished ~~shares properly delivered for redemption~~ and ~~not~~converted ~~withdrawn.~~into ~~The~~one ~~amount~~(1) ~~in the trust account is initially anticipated to be $10.10 per public~~ share~~. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced~~ by the deferred underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its public shares. There will be no redemption rights upon the completion of ~~our initial~~common ~~business combination with respect to our public warrants. Our initial shareholders~~stock, ~~directors~~par ~~and~~value officers have entered into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination$0.0001 ~~The~~per ~~non-managing investors are not required to (i) hold any units~~share, ~~Class A ordinary shares or public warrants they may purchase in the initial public offering or thereafter for any amount~~ of ~~time, (ii) vote any Class A ordinary shares they may own at~~ the ~~applicable~~surviving ~~time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination~~company. The non-managing investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in the initial public offering as the rights afforded to our other public shareholders.

2Subject to, and in accordance with the terms and conditions of the Business Combination Agreement, at the Effective Time (as defined in the Business Combination Agreement):

~~Limitation~~(i) oneach ~~Redemption~~share ~~Upon~~of ~~Completion~~common stock of ~~our~~ ~~Initial~~CTR (the “CTR Common Stock”) issued and outstanding (or deemed to be issued and outstanding under the terms of the Business Combination IfAgreement) weimmediately ~~Seek~~prior ~~Shareholder~~to ~~Approval~~the Effective Time, except for (a) shares held by the Company or Merger Sub (or any subsidiaries of the Company), (b) shares held by the CTR as treasury stock, if any (each share covered in subclause (a) and (b), an “Excluded Share”), (c) shares held by stockholders who have properly exercised and not withdrawn appraisal rights under Delaware law (the “Dissenting Shares”), and (d) shares of CTR Common Stock issued pursuant to an award of restricted stock that is, as of immediately prior to the Closing Date (as defined in the Business Combination Agreement), subject to a substantial risk of forfeiture and is not transferable (the “CTR Restricted Shares”), will be cancelled and converted into the right to receive the Per Share Merger Consideration (as defined in the Business Combination Agreement);

Notwithstanding the foregoing redemption rights, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended 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” (asii) ~~defined~~each ~~under~~Excluded ~~Section 13~~Share ofshall ~~the Exchange Act), will~~ be ~~restricted~~automatically ~~from~~cancelled ~~redeeming~~and ~~its~~retired ~~shares with respect to Excess Shares,~~ without ~~our~~any ~~prior~~conversion ~~consent.~~thereof ~~We believe this restriction will discourage shareholders from accumulating large blocks of shares,~~ and ~~subsequent~~shall ~~attempts~~cease ~~by such holders~~ to ~~use their ability to exercise their redemption rights against a proposed business combination as a means to force us~~exist, ~~our~~and sponsor or its affiliates 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 public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or its affiliates at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders’ ability to redeem no ~~more~~consideration ~~than~~shall ~~15%~~be ofdelivered ~~the shares sold~~ in ~~the~~exchange initial public offering, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.therefor;

~~Redemption of Public Shares and Liquidation if No Initial Business Combination~~2

~~Our~~(iii) ~~sponsor,~~each ~~our~~option ~~directors~~to ~~and~~purchase ~~officers~~shares ~~have agreed that we will have only until July 16, 2026 or until such earlier liquidation date as our board~~ of ~~directors~~the ~~may~~CTR ~~approve~~Common toStock ~~complete~~(the ~~our initial~~“CTR ~~business~~Option”) ~~combination,~~that oris ~~during~~outstanding ~~any~~immediately ~~Extension~~prior ~~Period, subject~~ to ~~applicable~~the ~~law.~~Effective IfTime wewill ~~have~~be ~~not~~automatically ~~completed~~assumed ~~our initial business combination~~ by ~~July~~Domesticated ~~16,~~Plum ~~2026,~~IV weand ~~will:~~converted ~~(1) cease~~into ~~all~~an ~~operations~~option ~~except~~to ~~for~~purchase ~~the~~a ~~purpose~~number of ~~winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public~~ shares, atof aDomesticated ~~per-share price,~~Purchaser ~~payable~~Common inStock ~~cash,~~ equal to the ~~aggregate~~product ~~amount~~(rounded ~~then~~down onto ~~deposit in~~ the ~~trust~~nearest ~~account,~~whole ~~including~~number) ~~interest earned on the funds held in the trust account (which interest shall be net~~ of ~~taxes payable and up to $100,000 of interest to pay dissolution expenses~~(x) ~~and not previously released to us to pay our taxes, if any, divided by~~ the number of ~~then-outstanding public~~ shares, ~~which~~of ~~redemption~~CTR ~~will~~Common ~~completely~~Stock ~~extinguish~~subject ~~public shareholders’~~to ~~rights~~such asCTR ~~shareholders~~Option ~~(including~~immediately ~~the~~prior ~~right~~ to ~~receive~~the ~~further~~Effective ~~liquidating~~Time ~~distributions,~~and ~~if any~~(y), ~~subject~~the toExchange ~~applicable law;~~Ratio ~~and~~ (3) as ~~promptly~~defined asin ~~reasonably possible following such redemption, subject to~~ the ~~approval~~Business ofCombination ~~our remaining shareholders and our board of directors~~Agreement), ~~liquidate~~at ~~and~~an ~~dissolve,~~exercise ~~subject~~price inper ~~each~~share ~~case~~(rounded up to ~~our~~the ~~obligations~~nearest ~~under~~whole ~~Cayman~~cent) ~~Islands~~equal ~~law~~ to ~~provide~~the ~~for~~quotient ~~claims~~ of ~~creditors~~(A) ~~and~~ the ~~requirements~~exercise ofprice ~~other~~per ~~applicable~~share ~~law.~~of ~~There~~such ~~will~~CTR beOption noimmediately ~~redemption~~prior ~~rights or liquidating distributions with respect~~ to ~~our~~the ~~public~~Effective ~~warrants,~~Time ~~which~~divided ~~will expire worthless if we fail to complete our initial business combination~~ by ~~July~~(B) ~~16,~~the ~~2026.~~Exchange Ratio;

~~Competition~~(iv) each award of the CTR Restricted Shares (the “CTR Restricted Share Award”) that is outstanding immediately prior to the Effective Time will be automatically assumed by Domesticated Plum IV such that each CTR Restricted Share Award will be converted into an award for a number of restricted shares of Domesticated Purchaser Common Stock equal to the product (rounded down to the nearest whole number) of (x) the number of shares of CTR Restricted Shares and (y) the Exchange Ratio; and

We(v) ~~expect~~each warrant to ~~encounter~~purchase ~~intense~~shares ~~competition~~of ~~from other~~the ~~entities~~CTR ~~having~~Common aStock ~~business objective similar to ours, including private investors~~ (~~which~~the ~~may~~“CTR beWarrant”) ~~individuals~~that oris ~~investment~~outstanding ~~partnerships), other~~immediately ~~blank~~prior ~~check~~to ~~companies~~the ~~and~~Effective ~~other~~Time ~~entities,~~will ~~domestic~~be ~~and~~automatically ~~international,~~assumed ~~competing~~by ~~for~~ the ~~types~~Domesticated ofPlum ~~businesses~~IV wesuch ~~intend~~that, toas ~~acquire. Many~~ of ~~these~~the ~~individuals~~Effective ~~and entities are well established and have extensive experience in identifying and effecting~~Time, ~~directly~~each orCTR ~~indirectly, acquisitions~~Warrant ofshall ~~companies~~instead ~~operating~~be inconverted orinto ~~providing~~a ~~services~~warrant to ~~various~~purchase ~~industries.~~a ~~Many~~number of ~~these~~shares ~~competitors~~of ~~possess~~Domesticated ~~greater~~Purchaser ~~technical, human~~Common ~~and~~Stock ~~other~~equal ~~resources~~to orthe ~~more~~product ~~local~~(rounded ~~industry~~down ~~knowledge~~to ~~than~~the wenearest dowhole ~~and~~number) ~~our~~of ~~financial~~(x) ~~resources~~the ~~will~~number ~~be relatively limited when contrasted with those~~ of ~~many~~shares of ~~these~~CTR ~~competitors.~~Common ~~While~~Stock weissuable ~~believe~~upon ~~there~~exercise ~~are~~of ~~numerous~~such ~~target~~CTR ~~businesses~~Warrant weand ~~could~~(y) ~~potentially acquire with~~ the ~~net proceeds~~Exchange ofRatio, ~~the~~at ~~initial~~an ~~public~~exercise ~~offering~~price ~~and,~~per ~~our~~share ~~ability~~(rounded toup ~~compete with respect~~ to the ~~acquisition~~nearest ofwhole ~~certain~~cent) ~~target~~equal ~~businesses~~to ~~that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing~~ the ~~acquisition~~quotient of ~~certain~~(A) ~~target businesses. Furthermore, in~~ the ~~event~~exercise weprice ~~seek~~per ~~shareholder~~share ~~approval~~ of ~~our~~such ~~initial~~CTR ~~business~~Warrant ~~combination and~~immediately weprior ~~are obligated~~ to ~~pay~~the ~~cash~~Effective ~~for~~Time ~~our~~divided ~~Class A~~by ~~ordinary~~(B) ~~shares, it will potentially reduce~~ the ~~resources~~Exchange ~~available to us for our initial business combination~~Ratio. ~~Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.~~

~~Employees~~The Class B Conversion

WeAt ~~currently~~the ~~have~~Effective ~~two~~Time, ~~officers~~by ~~and~~virtue doof ~~not~~the ~~intend to~~Merger ~~have~~and ~~any full-time employees prior to~~ the ~~completion~~applicable provisions of ~~our~~the ~~initial~~certificate ~~business combination. Members~~ of ~~our~~incorporation ~~management team are not obligated to devote any specific number~~ of ~~hours~~ toDomesticated ~~our~~Plum ~~matters~~IV ~~but~~(the ~~they~~“Domesticated ~~intend~~Purchaser toCharter”), ~~devote~~each asshare ~~much~~ of ~~their time as they deem necessary~~Domesticated toPurchaser ~~our~~Class ~~affairs~~B ~~until~~Common weStock ~~have~~then ~~completed~~issued ~~our~~and ~~initial~~outstanding ~~business~~shall ~~combination.~~be ~~The~~automatically ~~amount~~cancelled ofand ~~time~~extinguished ~~that~~and ~~any~~converted ~~such~~into ~~person~~one ~~will devote in any time~~(1) ~~period~~share ~~will vary based on whether a target business has been selected for our initial business combination and the current stage~~ of ~~the business~~Domesticated ~~combination~~Purchaser ~~process~~Common Stock.

3Transaction Support Agreement

~~Periodic~~Simultaneously ~~Reporting~~with the execution and ~~Financial~~delivery ~~Information~~of the Business Combination Agreement, we and certain stockholders of CTR, who collectively have the right to cast at least 60% of the votes entitled to be cast at a special meeting of CTR’s stockholders (collectively, the “Supporting CTR Stockholders”) entered into a transaction support agreement (the “Transaction Support Agreement”), pursuant to which the Supporting CTR Stockholders have agreed, among other things, to vote all of their shares of CTR’s common stock in favor of adopting and approving the Business Combination Agreement and the Business Combination.

WeRegistration ~~have registered our units, Class A ordinary~~Rights shares and public warrants 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 accounting firm.Agreement

WeIn ~~will~~connection ~~provide~~with ~~shareholders~~the Business Combination, simultaneously with ~~audited~~the ~~financial statements~~closing of the ~~prospective~~Business ~~target~~Combination ~~business~~(the as“Closing”), ~~part~~we ofand ~~the~~certain ~~tender~~holders will ~~offer~~enter ~~materials~~into oran ~~proxy~~amended ~~solicitation~~and ~~materials~~restated ~~sent~~registration torights ~~shareholders to~~agreement ~~assist~~(the ~~them~~“Amended inand ~~assessing~~Restated ~~the~~Registration ~~target~~Rights ~~business.~~Agreement”) that ~~These~~amends ~~financial~~and ~~statements~~restates ~~may~~the beRegistration ~~required~~Rights toAgreement, bedated ~~prepared~~January in14, ~~accordance with~~2025, orby beand ~~reconciled to~~among us, ~~U.S. GAAP~~our orsponsor ~~IFRS,~~and ~~depending~~certain onother ~~the~~security holders ~~circumstances~~named ~~and~~therein, ~~the~~pursuant ~~historical~~to ~~financial~~which, ~~statements~~among ~~may~~other bethings, ~~required~~(i) we will agree to befile, ~~audited~~as insoon ~~accordance with~~as ~~PCAOB~~practicable ~~standards.~~(and ~~These~~in ~~financial~~any ~~statement~~event ~~requirements~~within thirty ~~may~~(30) ~~limit~~calendar days) following the ~~pool~~closing ofdate, ~~potential~~a ~~target~~registration ~~businesses~~statement wecovering ~~may~~the ~~acquire~~resale ~~because some~~of ~~targets~~certain ~~may~~equity besecurities ~~unable~~held by tothe ~~provide~~sponsor and such ~~financial~~other ~~statements~~securityholders inparties ~~time~~thereto; ~~for~~and us(ii) tosuch ~~disclose~~holders ~~such~~of ~~financial~~registrable ~~statements~~securities inwill ~~accordance~~be ~~with~~granted certain ~~federal~~takedown, ~~proxy~~demand, ~~rules~~block trade and ~~complete~~piggyback ~~our~~registration ~~initial~~rights ~~business~~with ~~combination~~respect ~~within~~to ~~the~~their ~~prescribed~~registrable ~~time~~securities, ~~frame.~~in ~~While~~each ~~this~~case, ~~may~~on ~~limit~~ the ~~pool~~terms and ofsubject ~~potential business~~to ~~combination~~the ~~candidates,~~conditions weset doforth ~~not~~in ~~believe~~the ~~that~~Amended ~~this~~and ~~limitation~~Restated ~~will~~Registration beRights ~~material~~Agreement.

~~We will be required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes~~Lock-~~Oxley Act.~~Up Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.Agreement

WeIn ~~filed~~connection awith ~~Registration~~the Business ~~Statement~~Combination, onsimultaneously ~~Form 8-A~~ with the ~~SEC~~closing, towe, ~~voluntarily register~~ our ~~securities~~sponsor ~~under~~and ~~Section 12~~certain stockholders of CTR (such holders, collectively, the “Lock-Up ~~Exchange Act.~~Parties”) Aswill enter into a ~~result~~Lock-Up Agreement (the “Lock-Up Agreement”). The Lock-Up Agreement will provide that, weduring ~~are~~the applicable Lock-Up Period (as defined in the Lock-Up Agreement), subject to certain exceptions, the ~~rules~~Lock-Up Parties will ~~and~~not, ~~regulations~~with ~~promulgated~~respect ~~under~~to the ~~Exchange Act.~~Lock-Up WeSecurities ~~have~~(as nodefined ~~current~~in ~~intention~~the Lock-Up Agreement), (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of ~~filing~~or agree to dispose of, directly or indirectly, or establish or increase a ~~Form 15~~put equivalent position or liquidation with respect to ~~suspend~~or ~~our~~decrease ~~reporting~~a call equivalent position, (ii) enter into any swap or other ~~obligations~~arrangement ~~under~~that ~~the~~transfers ~~Exchange Act~~to ~~prior~~another, in whole or ~~subsequent~~in topart, any of the ~~consummation~~economic consequences of ~~our~~ownership ~~initial~~of ~~business~~any ~~combination~~security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce the intention to effect any transaction specified in clause (i) or (ii).

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.3

InSelection ~~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~~Target ~~Act~~Business ~~for~~and ~~complying with new or revised accounting standards. In other words, an “emerging growth company” can~~Structuring ~~delay the adoption~~ of ~~certain~~our ~~accounting~~Initial ~~standards~~Business ~~until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.~~Combination

WeNasdaq ~~will~~listing ~~remain~~rules anrequire ~~emerging~~that ~~growth~~our ~~company until~~initial ~~the~~business ~~earlier~~combination ofmust ~~(1) the~~be ~~last day~~with ofone ~~the~~or ~~fiscal~~more ~~year~~operating (businesses or assets with a~~) following~~ ~~the~~fair ~~fifth~~market ~~anniversary~~value ofequal ~~the~~to ~~completion~~at least 80% of the ~~initial~~assets ~~public~~held ~~offering, (b)~~ in ~~which~~the wetrust ~~have~~account ~~total~~(excluding ~~annual~~any ~~gross~~deferred ~~revenue~~underwriters’ offees atand ~~least~~taxes ~~$1.235 billion,~~payable oron ~~(c) in~~the ~~which~~income weearned ~~are~~on ~~deemed~~the trust account). We refer to bethis aas ~~large~~the ~~accelerated~~80% ~~filer,~~fair ~~which~~market ~~means~~value ~~the~~test. The fair market value of ~~our~~the ~~ordinary~~target ~~shares~~or ~~that~~targets iswill ~~held~~be determined by ~~non-affiliates exceeds~~our ~~$700 million~~board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of ~~the~~comparable ~~end~~businesses. If our board of ~~that~~directors ~~year’s~~is ~~second~~not ~~fiscal~~able ~~quarter,~~independently ~~and~~to ~~(2)~~ determine the ~~date~~fair onmarket ~~which~~value of the target business or businesses, we ~~have~~will ~~issued~~obtain ~~more~~an ~~than~~opinion ~~$1.00 billion~~from inan independent investment banking firm, or another independent entity that commonly renders ~~non-convertible debt~~valuation ~~securities~~opinions, ~~during~~with respect to the ~~prior~~satisfaction ~~three-year period~~of such criteria. ~~References~~We ~~herein~~do not currently intend to ~~“emerging~~purchase ~~growth~~multiple ~~company”~~businesses in unrelated industries in conjunction with our initial business combination, although there is no assurance that will ~~have~~be the ~~meaning~~case. ~~associated~~Subject ~~with~~to itthis requirement, our management will have virtually unrestricted flexibility in ~~the~~identifying ~~JOBS~~and ~~Act~~selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination solely with another blank check company or a similar company with nominal operations.

~~Additionally~~In any case, we ~~are~~will aonly ~~“smaller~~complete ~~reporting~~an initial business combination if the post-transaction company” asowns ~~defined~~or inacquires ~~Item 10(f)(1)~~ 50% or more of ~~Regulation S-K. Smaller~~the ~~reporting~~issued ~~companies~~and ~~may~~outstanding ~~take~~voting ~~advantage~~securities of ~~certain~~the ~~reduced~~target ~~disclosure~~or ~~obligations,~~otherwise ~~including,~~acquires ~~among~~a ~~other~~controlling ~~things,~~interest ~~providing~~in ~~only~~the ~~two years~~target ofbusiness ~~audited~~sufficient ~~financial~~for ~~statements.~~it Wenot ~~will remain~~to abe ~~smaller~~required ~~reporting~~to register as an investment company ~~until~~under the ~~last day~~Investment ofCompany ~~the~~Act. ~~fiscal~~If ~~year~~less inthan ~~which~~100% ~~(1)~~ of the ~~market~~equity ~~value~~interests ofor ~~our~~assets ~~ordinary~~of ~~shares held~~a bytarget ~~non-affiliates equals~~business or ~~exceeds~~businesses ~~$250 million~~are asowned or ofacquired by the ~~end~~post-transaction ofcompany, ~~that~~the ~~year’s~~portion ~~second~~of ~~fiscal~~such ~~quarter,~~business or ~~(2) our annual~~businesses ~~revenues~~that ~~equaled~~is owned or ~~exceeded~~acquired ~~$100 million~~is ~~during~~what ~~such~~will ~~completed~~be ~~fiscal~~valued for ~~year~~purposes ~~and~~of the 80% fair market value oftest. ~~our~~There ~~ordinary~~is ~~shares~~no ~~held by~~basis ~~non-affiliates equals~~for orinvestors ~~exceeds~~in ~~$700 million~~the asinitial ofpublic offering to evaluate the ~~end~~possible merits or risks of ~~that~~any ~~year’s~~target ~~second~~business ~~fiscal~~with ~~quarter~~which we may ultimately complete our initial business combination.

4To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

~~ITEM~~In ~~1A.~~evaluating ~~RISK~~a ~~FACTORS~~prospective target business, we expect to conduct a thorough due diligence review which may encompass, among other things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial, operational, legal and other information, which will be made available to us.

~~Summary~~The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of ~~Risk~~certainty. ~~Factors~~Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.

AnRedemption ~~investment~~Rights infor ~~our~~Public ~~securities~~Shareholders ~~involves a high degree of risk.~~Upon ~~You~~Completion ~~should consider carefully all~~ of ~~the risks described below, together with the other information contained in this Annual Report, before making a decision to invest in~~ our ~~units.~~Initial IfBusiness any of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. Such risks include, but are not limited to:Combination

● We ~~have~~will noprovide ~~operating~~our ~~history~~public ~~and~~shareholders nowith ~~revenues~~the opportunity to redeem, ~~and~~regardless ~~you~~of ~~have~~whether nothey ~~basis~~abstain, vote for, or against, our initial business combination, all or a portion of their public shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on ~~which~~deposit in the trust account calculated as of two business days prior to ~~evaluate~~the ~~our~~consummation ~~ability~~of the initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to ~~achieve~~the limitations described herein. At the completion of our initial business ~~objective~~combination, we will be required to purchase any ordinary shares properly delivered for redemption and not withdrawn. ●The ~~Our~~amount in the trust account is initially anticipated to be $10.10 per public ~~shareholders~~share. ~~may~~The per-share amount we will distribute to investors who properly redeem their shares will not be ~~afforded~~reduced anby ~~opportunity~~the deferred underwriting commissions we will pay to ~~vote~~the onunderwriters. ~~our~~The ~~proposed~~redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its public shares. There will be no redemption rights upon the completion of our initial business combination with respect to our public warrants. Our initial shareholders, directors and officers have entered into a letter agreement with us, pursuant to which ~~means~~they wehave ~~may~~agreed ~~complete~~to waive their redemption rights with respect to any founder shares and public shares held by them in connection with the completion of our initial business combination. ~~even~~The ~~though~~non-managing ainvestors ~~majority~~are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase in the initial public offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public ~~shareholders~~shares doat ~~not~~the ~~support~~time ~~such~~of aour initial business combination. The non-managing investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in the initial public offering as the rights afforded to our other public shareholders.

● If we seek shareholder approval of our initial business combination, our initial shareholders, directors and officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.4

●Limitation ~~Your~~on ~~only~~Redemption ~~opportunity~~Upon toCompletion ~~affect the investment decision regarding a potential business combination will be limited to the exercise~~ of our ~~your~~Initial ~~right~~Business toCombination ~~redeem~~If ~~your shares from us for cash, unless~~ we ~~seek~~Seek ~~shareholder~~Shareholder ~~approval of such business combination.~~Approval

●Notwithstanding ~~The~~the ~~ability~~foregoing redemption rights, if we seek shareholder approval of our ~~public~~initial ~~shareholders~~business combination and we do not conduct redemptions in connection with our initial business combination pursuant to ~~redeem~~the ~~their~~tender offer rules, our amended and restated memorandum and articles of association provide that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares ~~for~~with ~~cash~~respect ~~may~~to Excess ~~make~~Shares, without our ~~financial~~prior ~~condition~~consent. ~~unattractive~~We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to ~~potential~~use their ability to exercise their redemption rights against a proposed business combination as ~~targets~~a means to force us, ~~which~~our ~~may~~sponsor ~~make~~or itits ~~difficult~~affiliates ~~for~~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 public offering could threaten to exercise its redemption rights if such holder’s shares are not purchased by us, our sponsor or its affiliates at a premium to ~~enter~~the ~~into~~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, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

●Redemption ~~The ability~~ of ~~our~~Public ~~public~~Shares ~~shareholders~~and toLiquidation if ~~exercise~~No ~~redemption~~Initial ~~rights~~Business ~~with respect to a large number of our shares may not allow us to complete the most desirable business combination or optimize our capital structure.~~Combination

●Our ~~The~~sponsor, ~~ability~~our directors and officers have agreed that we will have only until July 16, 2026 or until such earlier liquidation date as our board of directors may approve to complete our initial business combination, or during any Extension Period, subject to applicable law. If we have not completed our initial business combination by July 16, 2026, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public ~~shareholders~~shares, at a per-share price, payable in cash, equal to ~~exercise~~the ~~redemption~~aggregate amount ~~rights~~then ~~with~~on ~~respect~~deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to a$100,000 ~~large~~of interest to pay dissolution expenses) and not previously released to us to pay our taxes, if any, divided by the number of ~~our~~then-outstanding public shares, ~~could~~which ~~increase~~redemption will completely extinguish public shareholders’ rights as shareholders (including the ~~probability~~right ~~that~~to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, subject to the approval of our ~~initial~~remaining ~~business~~shareholders ~~combination~~and ~~would~~our beboard ~~unsuccessful~~of directors, liquidate and ~~that~~dissolve, ~~you~~subject ~~would~~in ~~have~~each case to ~~wait~~our obligations under Cayman Islands law to provide for ~~liquidation~~claims inof ~~order~~creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to ~~redeem~~our ~~your~~public ~~shares~~warrants, which will expire worthless if we fail to complete our initial business combination by July 16, 2026.

● The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders.Competition

	●	We may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only $10.10 per share, or less than such amount in certain circumstances, and our warrants will expire worthless.
	●	Our search for an initial business combination, and any target business with which we may ultimately consummate an initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict.

We have encountered and, if the business combination with CTR is not completed, may in the future encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of the initial public offering and, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully negotiating a business combination.

5Employees

●We ~~Military~~currently orhave ~~other~~two ~~conflicts~~officers inand ~~Ukraine,~~do ~~the~~not ~~Middle~~intend to ~~East~~have orany ~~elsewhere~~full-time ~~may~~employees ~~lead~~prior to ~~increased~~the ~~volume~~completion ~~and~~of ~~price~~our ~~volatility~~initial ~~for~~business ~~publicly~~combination. ~~traded~~Members ~~securities,~~of orour ~~affect~~management ~~the~~team ~~operations~~are ornot ~~financial~~obligated to ~~condition~~devote any specific number of ~~potential~~hours ~~target~~to ~~companies,~~our ~~which~~matters ~~could~~but ~~make~~they itintend ~~more~~to ~~difficult~~devote ~~for~~as usmuch of their time as they deem necessary to ~~consummate~~our anaffairs until we have completed our initial business combination. The amount of time that any such person will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.

~~● Recent increases in inflation in the United States and elsewhere could make it more difficult for us to consummate a business combination.~~5

●Periodic ~~Changes~~Reporting ~~in the market for directors~~ and ~~officers~~Financial ~~liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.~~Information

● We ~~may~~have ~~not~~registered beour ~~able~~units, toClass ~~complete~~A anordinary shares ~~initial~~and ~~business~~public ~~combination~~warrants ~~since~~under ~~such~~the ~~initial~~Exchange ~~business~~Act ~~combination~~and ~~may~~have bereporting ~~subject~~obligations, toincluding ~~regulatory~~the ~~review~~requirement ~~and~~that ~~approval~~we ~~requirement~~file annual, ~~including~~quarterly and ~~foreign~~current ~~investment~~reports ~~regulations~~with ~~and~~the ~~review~~SEC. byIn ~~government~~accordance ~~entities~~with ~~such~~the asrequirements of the ~~Committee~~Exchange onAct, ~~Foreign~~our ~~Investment~~annual inreports ~~the~~will ~~United~~contain ~~States~~financial ~~(“CFIUS”),~~statements audited orand ~~may~~reported beon ~~ultimately~~by ~~prohibited~~our independent registered public accounting firm.

●We ~~Because~~will provide shareholders with audited financial statements of ~~our~~the ~~limited~~prospective ~~resources~~target ~~and~~business as part of the ~~significant~~tender ~~competition~~offer ~~for~~materials or proxy solicitation materials sent to shareholders to assist them in assessing the target business. ~~combination~~These ~~opportunities,~~financial itstatements may be ~~more~~required ~~difficult~~to ~~for~~be usprepared toin ~~complete~~accordance ~~our~~with, ~~initial~~or ~~business~~be ~~combination~~reconciled to, U.S. IfGAAP weor ~~have~~IFRS, ~~not~~depending ~~completed~~on ~~our~~the ~~initial~~circumstances ~~business~~and ~~combination~~the ~~within~~historical ~~the~~financial statements may be required ~~time~~to ~~period,~~be ~~our~~audited ~~public~~in ~~shareholders~~accordance with PCAOB standards. These financial statement requirements may ~~receive~~limit ~~only~~the ~~approximately~~pool ~~$10.10~~of ~~per~~potential ~~share,~~target orbusinesses ~~less~~we may acquire because some targets may be unable to provide such financial statements in ~~certain~~time ~~circumstances,~~for onus to disclose such financial statements in accordance with federal proxy rules and complete our ~~redemption~~initial business combination within the prescribed time frame. While this may limit the pool of ~~their~~potential business ~~shares~~combination candidates, ~~and~~we ~~our~~do ~~warrants~~not believe that this limitation will ~~expire~~be ~~worthless~~material.

●We Ifare required to evaluate our internal control procedures for the ~~funds~~fiscal ~~not~~year ~~being~~ending ~~held~~December 31, 2025 as required by the Sarbanes-Oxley Act. Only in the ~~trust~~event ~~account~~we are ~~insufficient~~deemed to ~~allow~~be usa large toaccelerated ~~operate~~filer ~~for~~or atan ~~least~~accelerated filer, and no longer qualify as an emerging growth company, will we be required to comply with the 18independent ~~months~~registered ~~following~~public accounting firm attestation requirement on our internal control over financial reporting. A target business may not be in compliance with the ~~closing~~provisions of the ~~initial~~Sarbanes-Oxley ~~public~~Act ~~offering,~~regarding weadequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may beincrease ~~unable~~the time and costs necessary to complete ~~our~~any ~~initial~~such ~~business combination~~acquisition.

●We ~~Subsequent~~filed a Registration Statement on Form 8-A with the SEC to voluntarily register our ~~completion~~securities ofunder ~~our~~Section ~~initial~~12 ~~business~~of ~~combination,~~the weExchange ~~may~~Act. beAs ~~required~~a toresult, ~~subsequently~~we ~~take~~are ~~write-downs~~subject orto ~~write-offs,~~the ~~restructuring~~rules and regulations ~~impairment~~promulgated orunder ~~other~~the ~~charges~~Exchange ~~that~~Act. ~~could~~We have ano ~~significant~~current ~~negative~~intention ~~effect~~of onfiling ~~our~~a ~~financial~~Form ~~condition,~~15 ~~results~~to ofsuspend ~~operations~~our ~~and~~reporting ~~the~~or ~~price~~other ofobligations under ~~our~~the ~~securities,~~Exchange ~~which~~Act ~~could~~prior ~~cause~~or ~~you~~subsequent to ~~lose~~the ~~some~~consummation orof ~~all~~our ofinitial ~~your~~business ~~investment~~combination.

●We ~~If,~~are ~~after~~an we“emerging ~~distribute~~growth ~~the~~company,” as ~~proceeds~~defined in Section 2(a) of the ~~trust~~Securities ~~account~~Act, toas ~~our~~modified ~~public~~by ~~shareholders,~~the weJOBS ~~file~~Act. aAs ~~winding-up~~such, orwe ~~bankruptcy~~are oreligible ~~insolvency~~to ~~petition~~take oradvantage anof ~~involuntary~~certain ~~winding-up~~exemptions from orvarious ~~bankruptcy~~reporting orrequirements ~~insolvency~~that ~~petition~~are isapplicable ~~filed~~to ~~against~~other uspublic companies that isare not ~~dismissed,~~“emerging agrowth ~~bankruptcy~~companies” including, ~~court~~but ~~may~~not ~~seek~~limited to, ~~recover~~not ~~such~~being ~~proceeds,~~required ~~and~~to comply with the ~~members~~auditor attestation requirements of ~~our~~Section ~~board~~404 of ~~directors~~the ~~may~~Sarbanes-Oxley Act, bereduced ~~viewed~~disclosure asobligations ~~having~~regarding ~~breached~~executive ~~their~~compensation ~~fiduciary~~in ~~duties~~our toperiodic ~~our~~reports ~~creditors~~and proxy statements, ~~thereby~~and ~~exposing~~exemptions from the ~~members~~requirements of ~~our~~holding ~~board~~a ofnon-binding ~~directors~~advisory vote on executive compensation and usshareholder toapproval ~~claims~~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 ~~punitive~~our ~~damages~~securities may be more volatile.

●In Ifaddition, ~~before~~Section ~~distributing~~107 of the ~~proceeds~~JOBS inAct ~~the~~also provides ~~trust~~that ~~account~~an to“emerging ~~our~~growth ~~public~~company” ~~shareholders,~~can wetake ~~file~~advantage aof ~~winding-up~~the orextended ~~bankruptcy~~transition orperiod ~~insolvency~~provided ~~petition~~in orSection an7(a)(2)(B) of ~~involuntary~~the ~~winding-up~~Securities orAct ~~bankruptcy~~for orcomplying ~~insolvency~~with ~~petition~~new isor ~~filed~~revised ~~against~~accounting usstandards. ~~that~~In isother ~~not dismissed~~words, ~~the~~an ~~claims~~“emerging ofgrowth ~~creditors~~company” can indelay ~~such proceeding may have priority over~~ the ~~claims~~adoption of ~~our~~certain ~~shareholders~~accounting ~~and~~standards ~~the~~until ~~per-share~~those ~~amount~~standards ~~that~~ would otherwise beapply ~~received~~to byprivate ~~our~~companies. ~~shareholders~~We inintend ~~connection~~to take ~~with~~advantage ~~our~~of ~~liquidation~~the ~~may~~benefits beof ~~reduced~~this extended transition period.

●We ~~Adverse~~will ~~developments~~remain ~~affecting~~an emerging growth company until the ~~financial~~earlier ~~services~~of ~~industry,~~(1) ~~including~~the ~~events~~last orday ~~concerns~~of ~~involving~~the ~~liquidity~~fiscal year (a) following the fifth anniversary of the completion of the initial public offering, (b) ~~defaults~~in which we have total annual gross revenue of at least $1.235 billion, or ~~non-performance~~(c) byin ~~financial~~which ~~institutions~~we are deemed to be a large accelerated filer, which ~~could~~means ~~adversely~~the ~~affect~~market value of our ~~business,~~ordinary ~~financial~~shares ~~condition~~that oris ~~results~~held by non-affiliates exceeds $700 million as of ~~operations~~the end of that year’s second fiscal quarter, orand ~~our~~(2) ~~prospects~~the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year period. References herein to “emerging growth company” will have the meaning associated with it in the JOBS Act.

6Additionally, we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million as of the end of that year’s second fiscal quarter.

~~Risks Relating to our Search for, Consummation of, or Inability to Consummate, a Business Combination and Post-Business Combination Risks~~6

WeITEM ~~have~~1A. noRISK ~~operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.~~FACTORS

WeSummary ~~are an exempted company incorporated under the laws~~ of ~~the~~Risk Cayman Islands with no operating results. Because we lack an operating history to date, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination with one or more target businesses. We may be unable to complete our initial business combination. If we fail to complete our initial business combination, we will never generate any operating revenues.Factors

~~Our~~An ~~public~~investment ~~shareholders~~in ~~may~~our ~~not~~securities beinvolves ~~afforded~~a anhigh ~~opportunity~~degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report, before making a decision to ~~vote~~invest onin our ~~proposed~~units. ~~business~~If ~~combination~~any of the following events occur, ~~which~~our ~~means~~business, wefinancial condition and operating results may ~~complete~~be ~~our~~materially ~~initial~~adversely ~~business~~affected. ~~combination~~In ~~even~~that ~~though a~~event, ~~majority~~the trading price of our ~~public~~securities ~~shareholders~~could dodecline, ~~not~~and ~~support~~you could ~~such~~lose aall ~~combination~~or part of your investment. Such risks include, but are not limited to:

● We ~~may~~have ~~not~~no ~~hold~~operating ahistory shareholder vote to approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock exchange rules or if we decide to hold a shareholder vote for business or other reasons. For instance, Nasdaq listing rules currently allow us to engage in a tender offer in lieu of a general meeting, but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and ~~outstanding~~no ~~shares to a target business as consideration in any business combination. Therefore~~revenues, if ~~we were structuring a business combination that required us to issue more than 20% of our issued~~ and ~~outstanding~~you ~~shares,~~have weno ~~would~~basis ~~seek shareholder~~on ~~approval~~which ~~of such business combination. However, except as required by applicable law or stock exchange rules, the decision as~~ to ~~whether~~evaluate ~~we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in~~ our ~~discretion,~~ability ~~and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us~~ to ~~seek~~achieve ~~shareholder approval. Accordingly, we may consummate~~ our ~~initial~~ business ~~combination even if holders of a majority of the issued and outstanding ordinary shares do not approve of the business combination we consummate~~objective.

If● weOur ~~seek~~public ~~shareholder~~shareholders ~~approval~~may ofnot ~~our~~be ~~initial business~~afforded ~~combination,~~an ~~our~~opportunity ~~initial~~to ~~shareholders,~~vote ~~directors~~on ~~and~~our ~~officers~~proposed ~~have~~business ~~agreed~~combination, towhich ~~vote~~means inwe ~~favor~~may ofcomplete ~~such~~our initial business combination~~, regardless~~ ofeven ~~how~~though a majority of our public shareholders ~~vote~~do not support such a combination.

~~Unlike~~● ~~many~~If ~~other~~we ~~blank~~seek ~~check~~shareholder ~~companies~~approval ~~in which the initial shareholders agree to vote their founder shares, private placement shares and restricted private placement shares in accordance with the majority~~ of ~~the~~our ~~votes cast by the public shareholders in connection with an~~ initial business combination, our initial shareholders, directors and officers have agreed ~~(and their permitted transferees will agree), pursuant~~ to ~~the terms of a letter agreement entered into with us, to~~ vote ~~their founder shares and any public shares held by them~~ in favor of ~~our~~such initial business combination~~. Our directors and officers have also entered into the letter agreement~~, ~~imposing~~regardless ~~similar obligations on them with respect to public shares acquired by them, if any. Our initial shareholders and their permitted transferees currently own 27.6%~~ of ~~our~~how ~~issued and outstanding ordinary shares. Accordingly, if we seek shareholder approval of~~ our initial business combination, it is more likely that the necessary shareholder approval will be received than would be the case if such persons agreed to vote their founder shares in accordance with the majority of the votes cast by our public shareholders. ~~The non-managing investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase, (ii)~~ vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non-managing investors have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units purchased as the rights afforded to our other public shareholders.

● Your only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise of your right to redeem your shares from us for cash, unless we seek shareholder approval of such business combination.

~~You~~● ~~may~~The ~~not~~ability ~~be provided with an opportunity to evaluate the specific merits or risks~~ of ~~any target businesses. Additionally, since~~ our ~~board~~public ofshareholders ~~directors~~to ~~may~~redeem ~~complete~~their ashares ~~business~~for ~~combination without~~cash ~~seeking shareholder approval, public shareholders~~ may ~~not~~make ~~have~~our ~~the~~financial ~~right~~condition orunattractive ~~opportunity~~ to ~~vote~~potential ~~on the~~ business combination, ~~unless we seek such shareholder approval. Accordingly~~targets, ifwhich wemay domake ~~not~~it ~~seek~~difficult ~~shareholder~~for ~~approval,~~us ~~your only opportunity~~ to ~~affect~~enter ~~the~~into ~~investment decision regarding~~ a ~~potential~~ business combination ~~may~~with bea 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 combinationtarget.

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

● The ability of our public shareholders to ~~redeem~~ ~~their~~exercise ~~shares~~redemption ~~for~~rights ~~cash~~with ~~may~~respect ~~make~~to a large number of our ~~financial~~shares ~~condition~~could ~~unattractive~~increase tothe ~~potential~~probability that our initial business combination ~~targets,~~would ~~which~~be ~~may~~unsuccessful ~~make~~and ~~it difficult~~that ~~for~~you uswould have to ~~enter~~wait ~~into~~for aliquidation ~~business~~in ~~combination~~order ~~with~~to aredeem ~~target~~your shares.

We● ~~may~~The ~~seek~~requirement ~~to enter into a business combination transaction agreement with a prospective target~~ that ~~requires as a closing condition that~~ we ~~have~~complete aour ~~minimum~~initial net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. ~~The~~within ~~amount of~~ the ~~deferred~~prescribed ~~underwriting~~time ~~commissions~~frame ~~payable~~may togive ~~the underwriters~~potential ~~will~~target ~~not~~businesses beleverage ~~adjusted~~over ~~for~~us ~~any shares that are redeemed~~ in ~~connection~~negotiating ~~with~~ a business combination and ~~such~~may ~~amount~~limit ofthe ~~deferred underwriting~~time ~~commissions~~we ishave ~~not~~in ~~available~~which ~~for us~~ to ~~use~~conduct asdue ~~consideration~~diligence inon anpotential ~~initial~~ business combination. ~~If we are able to consummate an initial business combination~~targets, ~~the~~in ~~per-share~~particular ~~value~~as ofwe ~~shares~~approach ~~held by non-redeeming shareholders will reflect~~ our ~~obligation~~dissolution ~~to pay and the payment of the deferred underwriting commissions. Consequently~~deadline, ifwhich ~~accepting~~could ~~all~~undermine ~~properly~~our ~~submitted~~ability ~~redemption requests would not allow us~~ to ~~satisfy~~complete aour ~~closing~~initial ~~condition~~business ascombination ~~described~~on ~~above,~~terms wethat would ~~not~~produce ~~proceed~~value ~~with such redemption and the related business combination and may instead search~~ for anour ~~alternate business combination~~shareholders. ~~Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.~~

~~The~~● ~~ability~~We ofmay ~~our~~not ~~public~~be ~~shareholders~~able to ~~exercise~~ ~~redemption~~complete ~~rights~~our ~~with~~initial ~~respect~~business tocombination awithin ~~large~~the ~~number~~prescribed time frame, in which case we would cease all operations except for the purpose of winding up and we would redeem our public shares ~~may~~and ~~not~~liquidate, ~~allow~~in uswhich tocase ~~complete~~our ~~the~~public ~~most~~shareholders ~~desirable~~may ~~business~~receive ~~combination~~ only $10.10 per share, or ~~optimize~~less than such amount in certain circumstances, and our ~~capital~~warrants ~~structure~~will expire worthless.

At● ~~the~~Our ~~time~~search wefor ~~enter into~~ an ~~agreement for our~~ initial business combination, weand ~~will~~any ~~not~~target ~~know~~business ~~how~~with ~~many~~which ~~shareholders~~we may ~~exercise~~ultimately ~~their~~consummate ~~redemption~~an ~~rights and, therefore, we will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our~~ initial business combination ~~agreement requires us to use a portion of the cash in the trust account to pay the purchase price~~, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or arrange for third-party financing. In addition, if a larger number of shares is submitted for redemption than we initially expected, we may ~~need~~be tomaterially ~~restructure~~adversely ~~the~~affected ~~transaction~~by tocurrent ~~reserve~~global ageopolitical ~~greater portion of the cash in the trust account or arrange for third-party financing~~conditions. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

The 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.7

If● ~~our~~Military ~~initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price,~~ or ~~requires~~other usconflicts to have a minimum amount of cash at closing, the probability that our initial business combination would be unsuccessful increases. 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~~Ukraine, ~~you could attempt to sell your shares in~~ the ~~open~~Middle ~~market;~~East ~~however,~~or atelsewhere ~~such time our shares~~ may ~~trade~~lead ~~at a discount~~ to ~~the~~increased ~~pro~~volume ~~rata~~and ~~amount~~price ~~per~~volatility ~~share~~for inpublicly ~~the~~traded ~~trust account. In either situation~~securities, ~~you~~or ~~may~~affect ~~suffer~~the aoperations ~~material loss on your investment~~ or ~~lose~~financial ~~the~~condition ~~benefit~~ of ~~funds~~potential ~~expected~~target incompanies, ~~connection~~which ~~with~~could ~~our~~make ~~redemption~~it ~~until~~more wedifficult ~~liquidate~~for orus ~~you are able~~ to ~~sell~~consummate ~~your~~an ~~shares~~initial inbusiness ~~the open market~~combination.

~~The~~● ~~requirement~~Recent ~~that~~increases wein ~~complete~~inflation ~~our~~in ~~initial business combination within~~ the ~~prescribed~~United ~~time~~States ~~frame~~and ~~may~~elsewhere ~~give~~could ~~potential~~make ~~target~~it ~~businesses~~more ~~leverage~~difficult ~~over~~for us into ~~negotiating~~consummate a business ~~combination~~ ~~and may limit the time we have in which to conduct due diligence on potential business~~ combination ~~targets, in particular as we approach our dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value for our shareholders~~.

~~Any~~● ~~potential~~Macro-economic ~~target~~turbulence ~~business~~and ~~with~~instability ~~which~~relating weto ~~enter into~~recent ~~negotiations~~and ~~concerning~~ongoing aglobal ~~business~~conflicts ~~combination~~and ~~will~~other bedrivers ~~aware that we must complete our initial business combination by July 16, 2026 or such earlier liquidation date as our board~~ of ~~directors~~uncertainty may ~~approve,~~adversely oraffect ~~during any Extension Period. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete~~ our ~~initial~~ business ~~combination with that particular target business~~, weinvestments ~~may~~and beresults ~~unable to complete our initial business combination with any target business. This risk will increase as we get closer to the end~~ of ~~such~~operations ~~time period. In addition, we may have limited time to conduct due diligence~~ and ~~may enter into~~ our ~~initial~~ability ~~business~~to ~~combination~~successfully onconsummate ~~terms that we would have rejected upon~~ a ~~more~~business ~~comprehensive investigation~~combination.

8● We may not be able to complete an initial business combination since such initial business combination may be subject to regulatory review and approval requirement, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment in the United States (“CFIUS”), or may be ultimately prohibited.

We● ~~may~~Because ~~not~~of beour ~~able~~limited toresources ~~complete~~and ~~our~~the ~~initial business~~significant ~~combination~~competition ~~within~~for ~~the~~business ~~prescribed~~combination ~~time frame~~opportunities, init ~~which~~may ~~case~~be wemore ~~would~~difficult ~~cease~~for ~~all~~us ~~operations~~to ~~except~~complete ~~for~~our ~~the~~initial ~~purpose~~business ofcombination. ~~winding~~If ~~up and~~ we ~~would~~have ~~redeem~~not completed our ~~public~~initial ~~shares~~business ~~and~~combination ~~liquidate,~~within inthe ~~which~~required ~~case~~time period, our public shareholders may receive only approximately $10.10 per share, or less ~~than~~ ~~such amount~~ in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.

~~Our~~● ~~sponsor~~If ~~and~~the ~~our~~funds directors and officers have agreed that we must complete our initial business combination by July 16, 2026, or such earlier liquidation date as our board of directors may approve, or during any Extension Period. We may not bebeing ~~able~~held to find a suitable target business and complete our initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market conditions, volatility in the ~~capital~~trust ~~and~~account ~~debt~~are ~~markets~~insufficient ~~and~~to ~~the~~allow ~~other~~us ~~risks~~to ~~described~~operate ~~herein.~~for ~~For~~at ~~example,~~least ~~geopolitical instability emanating from~~ the ~~ongoing~~18 ~~conflict~~months ~~between~~following ~~Russia and~~ the ~~Ukraine~~closing asof ~~well as tensions in~~ the ~~Middle~~initial ~~East~~public ~~following Hamas’ invasion of Israel on October 7~~offering, ~~2023,~~we ~~could~~may ~~limit~~be ~~our~~unable ~~ability~~ to complete our initial business combination~~, including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all~~. ~~Additionally, geopolitical stability may negatively impact businesses we may seek to acquire.~~

If● weSubsequent ~~have~~to ~~not~~our ~~completed~~completion of our initial business ~~combination~~ ~~within such time period~~combination, we ~~will:~~may ~~(1) cease~~be ~~all~~required ~~operations~~to ~~except~~subsequently ~~for~~take ~~the~~write-downs ~~purpose~~or ~~of winding up; (2) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per~~write-~~share price~~offs, ~~payable~~restructuring ~~in cash,~~and ~~equal~~impairment toor ~~the~~other ~~aggregate~~charges ~~amount~~that ~~then~~could onhave ~~deposit~~a insignificant ~~the~~negative ~~trust~~effect ~~account, including interest earned~~ on ~~the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses) and not previously released to us to pay~~ our ~~taxes,~~financial ~~if any~~condition, ~~divided~~results ~~by the number~~ of ~~then-outstanding~~operations public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and ~~(3) as promptly as reasonably possible following such redemption, subject to~~ the ~~approval~~price of our ~~remaining shareholders and our board of directors~~securities, ~~liquidate~~which ~~and~~could ~~dissolve,~~cause ~~subject~~you ~~in each case~~ to ~~our~~lose ~~obligations~~some ~~under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may receive only $10.10 per share,~~ or ~~less~~ ~~than~~all ~~$10.10 per share, on the redemption~~ of ~~their~~your ~~shares, and our warrants will expire worthless~~investment. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share” and other risk factors herein.

● If, after we ~~are~~distribute ~~unable~~the toproceeds ~~complete~~in ~~an initial business combination within~~ the ~~18-month~~trust ~~period,~~account ~~we may seek an amendment~~ to our ~~amended~~public ~~and~~shareholders, ~~restated~~we ~~memorandum~~file ~~and~~a ~~articles~~winding-up ofor ~~association~~bankruptcy ~~to extend~~or ~~the~~insolvency ~~period~~petition ofor ~~time we have to complete~~ an ~~initial~~involuntary ~~business~~winding-up ~~combination~~or ~~beyond~~bankruptcy ~~18 months.~~or ~~Any~~insolvency ~~amendment~~petition ofis ~~our~~filed ~~amended~~against ~~and restated~~us ~~memorandum~~that ~~and~~is ~~articles~~not ofdismissed, ~~association will require at least~~ a ~~special~~bankruptcy ~~resolution~~court ofmay ~~our~~seek ~~shareholders~~to asrecover asuch ~~matter of Cayman Islands law~~proceeds, ~~meaning~~and ~~that~~the ~~such~~members ~~an amendment must be approved by holders~~ of ~~at least two-thirds of~~ our ~~ordinary~~board ~~shares who attend and vote (whether in person or by proxy) at a general meeting~~ of ~~the~~directors ~~company.~~may Ifbe weviewed ~~seek~~as ~~shareholder~~having ~~approval~~breached totheir ~~extend~~fiduciary ~~the~~duties ~~initial 18-month period in which~~ to ~~complete~~our ~~an initial business combination to a later date~~creditors, wethereby ~~will~~exposing ~~offer our public shareholders~~ the ~~right~~members toof ~~have~~our ~~their~~board ~~public~~of ~~ordinary shares~~directors ~~redeemed~~and ~~for~~us ato ~~pro~~claims ~~rata share~~ of ~~the~~punitive ~~aggregate amount then on deposit in the trust account, as described in greater detail in this Annual Report~~damages.

~~Our~~● ~~search~~If, ~~for~~before andistributing ~~initial~~the ~~business~~proceeds ~~combination, and~~in ~~any~~the ~~target~~trust ~~business~~account ~~with~~to ~~which~~our public shareholders, we ~~may~~file ~~ultimately~~a ~~consummate~~winding-up or bankruptcy or insolvency petition or an ~~initial~~involuntary ~~business~~winding-up ~~combination,~~or ~~may~~bankruptcy beor ~~materially~~insolvency ~~adversely~~petition ~~affected by~~is ~~current~~filed ~~global~~against ~~geopolitical~~us ~~conditions~~that ~~resulting~~is ~~from~~not dismissed, the ~~ongoing~~claims ~~Russia-Ukraine~~of ~~conflict~~creditors ~~and~~in ~~the~~such ~~recent~~proceeding ~~escalation~~may have priority over the claims of our shareholders and the ~~Israel~~per-~~Hamas conflict~~share amount that would otherwise be received by our shareholders in connection with our liquidation may be reduced.

~~United States~~● ~~and~~Adverse ~~global~~developments ~~markets~~affecting ~~are experiencing volatility and disruption following~~ the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial ~~institutions~~services ~~from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries~~industry, including ~~the~~events ~~United States, have also provided and may continue to provide military aid~~ or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns ~~that could~~involving have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity ~~in capital markets. Any of the abovementioned factors~~, or ~~any~~defaults ~~other negative impact on the global economy, capital markets~~ or ~~other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of the Israel~~non-~~Hamas~~performance ~~conflict~~by ~~and~~financial ~~subsequent sanctions or related actions~~institutions, could adversely affect our ~~search for an initial~~ business ~~combination and any target business with which we may ultimately consummate an initial business combination. The extent and duration of the ongoing conflicts~~, ~~resulting~~financial ~~sanctions~~condition ~~and any related market disruptions are impossible to predict, but could be substantial, particularly if current~~ or ~~new~~results ~~sanctions continue for an extended period~~ of ~~time or if geopolitical tensions result in expanded military~~ operations, ~~on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this section. If these disruptions~~ or ~~other matters of global concern continue for an extensive period of time,~~ our ability to consummate an initial business combination, or the operations of a target business with which we may ultimately consummate an initial business combination, may be materially adversely affectedprospects.

~~Military or other conflicts in Ukraine,~~For ~~the~~risk ~~Middle~~factors ~~East~~related ~~or elsewhere may lead~~ to ~~increased~~CTR ~~volume~~ and ~~price~~our ~~volatility~~proposed ~~for~~Business ~~publicly traded securities~~Combination, orplease ~~affect~~review the ~~operations or~~S-4 ~~financial~~Registration ~~condition~~Statement, ofincluding ~~potential~~our ~~target~~preliminary proxy ~~companies,~~statement/prospectus ~~which~~to ~~could~~be ~~make~~included ittherein, ~~more~~and ~~difficult~~the ~~for~~definitive usproxy statement/prospectus to ~~consummate~~be anfiled ~~initial~~by ~~business combination~~us.

~~Military~~Risks orRelating ~~other conflicts in Ukraine, the Middle East or elsewhere may lead~~ to ~~increased~~our ~~volume~~Search ~~and price volatility~~ for ~~publicly traded securities~~, ~~or affect the operations or financial~~Consummation ~~condition~~ of ~~potential target companies~~, ~~and to other company~~ or ~~industry-specific,~~Inability ~~national,~~to ~~regional or international economic disruptions and economic uncertainty~~Consummate, ~~any of which could make it more difficult for us to identify~~ a ~~business~~Business ~~combination~~Combination ~~target~~ and ~~consummate~~Post-Business ~~an initial~~Combination ~~business combination on acceptable commercial terms, or at all.~~Risks

~~Recent~~We ~~increases~~have inno ~~inflation~~operating inhistory ~~the~~and ~~United States~~no revenues, and ~~elsewhere~~you ~~could~~have ~~make~~no itbasis ~~more~~on ~~difficult~~which ~~for~~to usevaluate our ability to ~~consummate~~achieve aour business ~~combination~~objective.

~~Recent~~We ~~increases~~are inan ~~inflation~~exempted incompany incorporated under the ~~United~~laws ~~Stated and~~of ~~elsewhere~~the ~~may~~Cayman beIslands ~~leading~~with tono ~~increased~~operating ~~price~~results. ~~volatility~~Because inwe ~~publicly~~lack ~~traded~~an ~~securities,~~operating ~~including~~history ~~ours~~to date, ~~and~~you ~~may~~have ~~lead~~no tobasis ~~other~~upon ~~national,~~which to ~~regional~~evaluate ~~and~~our ~~international~~ability ~~economic~~to ~~disruptions,~~achieve ~~any~~our business objective of ~~which~~completing ~~could~~our ~~make~~initial itbusiness combination with one or more ~~difficult~~target ~~for~~businesses. We usmay be unable to ~~consummate~~complete aour initial business combination, including the proposed Business Combination with CTR. If we fail to complete our initial business combination, we will never generate any operating revenues.

~~Changes~~Our inpublic ~~the~~shareholders ~~market~~may ~~for~~not ~~directors~~be ~~and~~afforded ~~officers~~an ~~liability~~opportunity ~~insurance~~to ~~could~~vote ~~make~~on itour ~~more~~proposed ~~difficult~~business ~~and~~combination, ~~more~~which ~~expensive~~means ~~for~~we usmay ~~to negotiate and~~ complete anour initial business combination even though a majority of our public shareholders do not support such a combination.

InWe ~~recent years,~~may not hold a shareholder vote to approve our initial business combination unless the ~~market~~business ~~for~~combination ~~directors~~would require shareholder approval under applicable law or stock exchange ~~and~~rules ~~officers~~or ~~liability~~if ~~insurance~~we decide to hold a shareholder vote for ~~special~~business ~~purpose~~or ~~acquisition~~other ~~companies~~reasons. ~~has~~For ~~changed~~instance, inNasdaq ~~ways~~listing ~~adverse~~rules currently allow us to engage in a tender offer in lieu of a general meeting, but would still require us to obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares to a target business as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue more than 20% of our ~~management~~issued ~~team~~and outstanding shares, we would seek shareholder approval of such business combination. However, except as required by applicable law or stock exchange rules, the decision ~~The~~as ~~premiums~~to ~~charged~~whether ~~for~~we will seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such ~~policies~~as ~~have~~the ~~generally~~timing ~~increased~~of the transaction and whether the terms of ~~such~~the ~~policies~~transaction ~~have~~would ~~generally~~otherwise ~~become~~require ~~less~~us ~~favorable~~to seek shareholder approval. ~~These trends~~Accordingly, we may ~~continue~~consummate our ~~into~~initial business combination even if holders of a majority of the ~~future~~issued and outstanding ordinary shares do not approve of the business combination we consummate.

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

InUnlike ~~addition,~~many ~~even~~other ~~after~~blank wecheck ~~were~~companies in which the initial shareholders agree to ~~complete~~vote antheir founder shares, private placement shares and restricted private placement shares in accordance with the majority of the votes cast by the public shareholders in connection with an initial business combination, our initial shareholders, directors and officers ~~could~~have ~~still~~agreed be(and ~~subject~~their permitted transferees will agree), pursuant to ~~potential~~the ~~liability~~terms ~~from~~of ~~claims~~a ~~arising~~letter ~~from~~agreement ~~conduct~~entered into ~~alleged~~with us, to ~~have~~vote ~~occurred~~their ~~prior~~founder toshares ~~the~~and any public shares held by them in favor of our initial business combination. AsOur adirectors ~~result~~and officers have also entered into the letter agreement, inimposing ~~order~~similar obligations on them with respect to ~~protect~~public shares acquired by them, if any. Our initial shareholders and their permitted transferees currently own 27.6% of our ~~directors~~issued and ~~officers~~outstanding ordinary shares. Accordingly, if ~~the~~we ~~post-~~seek shareholder approval of our initial business combination, ~~entity~~it ~~may~~is ~~need~~more tolikely ~~purchase~~that ~~additional~~the ~~insurance~~necessary ~~with~~shareholder ~~respect~~approval towill ~~any~~be received than would be the case if such ~~claims~~persons ~~(“run-off~~agreed ~~insurance”).~~to ~~The~~vote ~~need for~~their ~~run-off~~founder ~~insurance~~shares ~~would~~in beaccordance anwith ~~added~~the ~~expense~~majority ~~for~~of the ~~post~~votes cast by our public shareholders. The non-~~business~~managing ~~combination~~investors ~~entity~~are not required to (i) hold any units, ~~and~~Class ~~could~~A ~~interfere~~ordinary ~~with~~shares or ~~frustrate~~public warrants they may purchase, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our ~~ability~~initial business combination or (iii) refrain from exercising their right to ~~consummate~~redeem antheir public shares at the time of our initial business combination. onThe ~~terms~~non-managing investors ~~favorable~~have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units purchased as the rights afforded to our ~~investors~~other public shareholders.

IfYour weonly ~~seek~~opportunity ~~shareholder~~to ~~approval~~affect ofthe ~~our initial~~investment ~~business~~decision ~~combination,~~regarding ~~our~~a ~~sponsor,~~potential ~~directors,~~business ~~officers,~~combination ~~advisors~~will orbe ~~any~~limited ofto ~~their~~the ~~affiliates~~exercise ~~may~~of ~~elect~~your right to ~~purchase~~redeem your shares ~~or public warrants~~ from ~~public~~us ~~shareholders~~for cash, unless ~~which~~we ~~may~~seek ~~increase~~shareholder ~~the~~approval ~~likelihood~~ of ~~closing~~such ~~our initial~~ business combination ~~and reduce the public “float” of our securities~~.

IfYou wemay ~~seek shareholder approval of our initial business combination and we do~~ not ~~conduct~~be ~~redemptions~~provided ~~in connection~~ with ~~our~~an ~~initial~~opportunity ~~business combination pursuant~~ to evaluate the ~~tender~~specific ~~offer rules,~~merits ~~our sponsor, directors, officers, advisors~~ or ~~any~~risks of ~~their~~any ~~affiliates~~target ~~may~~businesses. ~~purchase~~Additionally, ~~public~~since ~~shares~~our orboard ~~public~~of ~~warrants~~directors inmay ~~privately negotiated~~complete ~~transactions~~a ~~or in the open market either prior to or following the completion of our initial~~ business combination~~. Any such~~ ~~price~~without ~~per~~seeking ~~share~~shareholder ~~may~~approval, ~~be different than the amount per share a~~ public ~~shareholder~~shareholders ~~would~~may ~~receive~~not ifhave itthe ~~elected~~right ~~to redeem its shares in connection with our initial business combination. Additionally, at any time at~~ or ~~prior~~opportunity to ~~our~~vote ~~initial~~on the business combination, ~~subject to applicable~~unless ~~securities~~we ~~laws~~seek ~~(including~~such ~~with~~shareholder ~~respect~~approval. toAccordingly, ~~material~~if ~~nonpublic~~we ~~information),~~do ~~our~~not ~~sponsor,~~seek ~~directors,~~shareholder ~~officers~~approval, ~~advisors~~your oronly ~~any~~opportunity ~~of their affiliates may enter into transactions with investors and others~~ to ~~provide~~affect ~~them~~the ~~with incentives to acquire public shares, vote their~~investment ~~public~~decision ~~shares~~regarding ina ~~favor~~potential ~~of our initial~~ business combination ormay ~~not~~be ~~redeem~~limited ~~their~~to ~~public~~exercising ~~shares.~~your ~~However,~~redemption ~~our~~rights ~~sponsor,~~within ~~directors,~~the ~~officers, advisors~~period ~~or any~~ of ~~their~~time ~~affiliates~~(which will ~~are~~be ~~under~~at noleast ~~obligation~~20 orbusiness ~~duty~~days) toset doforth ~~so and they have no current commitments, plans or intentions to engage~~ in ~~such~~our ~~transactions~~tender ~~and~~offer ~~have~~documents ~~not~~mailed ~~formulated any terms or conditions for any such transactions. See “Proposed Business — Permitted purchases and other transactions with respect~~ to our ~~securities”~~public ~~for~~shareholders ain ~~description~~which ofwe ~~how~~describe our ~~sponsor, directors, officers, advisors~~ orinitial ~~any~~business ~~of their affiliates will select which shareholders to enter into private transactions with~~combination.

The purpose of such purchases would be to (1) increase the likelihood of closing the business combination or (2) satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of the business combination, where it appears that such requirement would otherwise not be met. This may result in the consummation of an initial business combination that may not otherwise have been possible. To the extent that any public shares are purchased such purchases will be in compliance with all of the requirements set forth in Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01 promulgated by the SEC, including that such public shares will not be voted. In addition, if such purchases are made, the public “float” of our securities and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.9

10The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

~~Any~~We ~~such~~may ~~purchases~~seek ~~will~~to beenter ~~reported~~into ~~pursuant~~a tobusiness combination ~~Section~~transaction 13agreement ~~and~~with ~~Section~~a 16prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of ~~the~~cash. ~~Exchange~~If ~~Act~~too tomany ~~the~~public ~~extent~~shareholders ~~such~~exercise ~~purchasers~~their ~~are~~redemption ~~subject~~rights, we would not be able to meet such ~~reporting~~closing ~~requirements.~~condition ~~Additionally~~and, as ina ~~the~~result, ~~event~~would ~~our~~not ~~sponsor,~~be ~~directors,~~able ~~officers,~~to ~~advisors~~proceed ~~and/or~~with ~~any~~the business combination. The amount of ~~their~~the ~~respective~~deferred ~~affiliates~~underwriting ~~were~~commissions payable to ~~purchase~~the underwriters ~~public~~will not be adjusted for any shares orthat ~~warrants from~~are ~~public~~redeemed ~~shareholders,~~in connection with a business combination and such ~~purchases~~amount ~~would~~of bedeferred underwriting ~~structured~~commissions is not available for us to use as consideration in ~~compliance~~an ~~with~~initial business combination. If we are able to consummate an initial business combination, the ~~requirements~~per-share value of ~~Rule~~shares ~~14e~~held by non-5redeeming ~~under~~shareholders will reflect our obligation to pay and the ~~Exchange~~payment ~~Act~~of the deferred underwriting commissions. Consequently, if accepting all properly submitted redemption requests would not ~~including~~allow us to satisfy a closing condition as described above, inwe ~~pertinent~~would ~~part~~not proceed with such redemption and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, ~~through~~thus, ~~adherence~~may be reluctant to ~~the~~enter ~~following:~~into a business combination transaction with us.

●The ~~our~~ability ~~registration~~of ~~statement/proxy statement filed for~~ our ~~business~~public ~~combination~~shareholders ~~transaction~~to exercise ~~would~~redemption ~~disclose~~rights ~~the~~with ~~possibility~~respect ~~that~~to ~~our~~a ~~sponsor,~~large ~~directors,~~number ~~officers, advisors and/or any~~ of ~~their~~our ~~respective~~shares ~~affiliates~~ may ~~purchase~~not ~~shares~~allow orus ~~warrants~~to ~~from~~complete ~~public shareholders outside~~ the ~~redemption~~most ~~process,~~desirable ~~along~~business ~~with~~combination or ~~the~~optimize ~~purpose~~our ofcapital ~~such purchases;~~structure.

●At ifthe time we enter into an agreement for our initial ~~sponsor~~business combination, ~~directors~~we will not know how many shareholders may exercise their redemption rights and, ~~officers~~therefore, ~~advisors~~we ~~and/or~~will ~~any~~need to structure the transaction based on our expectations as to the number of ~~their~~shares ~~respective~~that ~~affiliates~~will ~~were~~be submitted for redemption. If our initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase ~~public~~price, ~~shares~~or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet such requirements, or ~~warrants~~arrange ~~from~~for ~~public~~third-party ~~shareholders~~financing. In addition, ~~they~~if ~~would~~a dolarger sonumber atof shares is submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a ~~price~~greater noportion of the cash in the trust account or arrange for third-party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the ~~price~~most ~~offered~~desirable ~~through~~business combination available to us or optimize our ~~redemption~~capital ~~process;~~structure.

●The ~~our~~ability ~~registration~~of ~~statement/proxy~~our ~~statement~~public ~~filed~~shareholders ~~for~~to exercise ~~our~~redemption ~~business~~rights ~~combination~~with ~~transaction~~respect ~~would~~to ~~include~~ a ~~representation~~large ~~that~~number ~~any~~ of our ~~securities~~shares ~~purchased~~could byincrease ~~our~~the ~~sponsor,~~probability ~~directors,~~that ~~officers,~~our ~~advisors~~initial ~~and/or~~business ~~any~~combination would ofbe ~~their~~unsuccessful ~~respective~~and ~~affiliates~~that you would ~~not~~have beto ~~voted~~wait infor ~~favor~~liquidation ofin ~~approving~~order ~~the~~to ~~business~~redeem ~~combination~~your ~~transaction;~~shares.

●If our ~~sponsor,~~initial ~~directors,~~business ~~officers,~~combination ~~advisors~~agreement requires ~~and/~~us to use a portion of the cash in the trust account to pay the purchase price, or ~~any~~requires us to have a minimum amount of ~~their~~cash at ~~respective~~closing, ~~affiliates~~the probability that our initial business combination would be unsuccessful increases. If our initial business combination is unsuccessful, you would not ~~possess~~receive ~~any~~your ~~redemption~~pro ~~rights~~rata ~~with~~portion ~~respect~~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 ~~securities~~shares ormay trade at a discount to the pro rata amount per share in the trust account. In either situation, ifyou ~~they~~may dosuffer ~~acquire~~a ~~and~~material ~~possess~~loss on your investment or lose the benefit of funds expected in connection with our redemption ~~rights,~~until ~~they~~we ~~would~~liquidate ~~waive~~or ~~such~~you ~~rights;~~are ~~and~~able to sell your shares in the open market.

●The requirement that we ~~would~~complete ~~disclose~~our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a ~~Form~~business combination ~~8-K~~and may limit the time we have in which to conduct due diligence on potential business combination targets, ~~before~~in particular as we approach our ~~security~~dissolution ~~holder~~deadline, ~~meeting~~which could undermine our ability to ~~approve~~complete ~~the~~our initial business combination ~~transaction,~~on ~~the~~terms ~~following~~that would ~~material~~produce ~~items:~~value for our shareholders.

●Any ~~the~~potential ~~amount~~target ofbusiness ~~our~~with ~~securities~~which ~~purchased~~we ~~outside~~enter into ofnegotiations ~~the~~concerning ~~redemption~~a ~~offer~~business bycombination will be aware that we must complete our ~~sponsor~~initial business combination by July 16, 2026 or such earlier liquidation date as our board of directors, ~~officers~~may approve, ~~advisors and/~~or during any ofExtension ~~their~~Period. ~~respective~~Consequently, ~~affiliates~~such target business may obtain leverage over us in negotiating a business combination, ~~along~~knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the ~~purchase~~end ~~price;~~of such time period. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

~~● the purpose of the purchases by our sponsor, directors, officers, advisors and/or any of their respective affiliates;~~10

●We may not be able to complete our initial business combination within the ~~impact,~~prescribed iftime ~~any~~frame, ofin which case we would cease all operations except for the ~~purchases~~purpose byof winding up and we would redeem our ~~sponsor,~~public ~~directors,~~shares ~~officers~~and liquidate, ~~advisors~~in ~~and/or~~which ~~any~~case ofour ~~their~~public ~~respective~~shareholders ~~affiliates~~may onreceive ~~the~~only ~~likelihood~~$10.10 ~~that~~per ~~the~~share, ~~business~~or ~~combination~~less than ~~transaction~~such amount in certain circumstances, and our warrants will beexpire ~~approved;~~worthless.

●Our ~~the~~sponsor ~~identities~~and of our ~~security~~directors ~~holders~~and ~~who~~officers ~~sold~~have agreed tothat we must complete our ~~sponsor~~initial business combination by July 16, ~~directors~~2026, ~~officers and/~~or ~~any~~such earlier liquidation date as our board of ~~their~~directors may ~~respective~~approve, ~~affiliates~~or ~~(if~~during any Extension Period. We may not ~~purchased~~be onable ~~the~~to ~~open~~find a suitable target business and complete our initial business combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general market) orconditions, volatility in the ~~nature~~capital ofand ~~our~~debt ~~security~~markets ~~holders~~and (ethe other risks described herein.g. For example, 5%geopolitical ~~security~~instability ~~holders)~~emanating ~~who~~from the ~~sold~~ongoing conflict between Russia and the Ukraine and the recent escalation of conflict in the Middle East could limit our ability to complete our ~~sponsor,~~initial ~~directors~~business combination, ~~officers~~including as a result of increased market volatility, ~~advisors~~decreased market liquidity and/ third-party financing being unavailable on terms acceptable to us or ~~any~~at ofall. ~~their~~Additionally, ~~respective~~geopolitical ~~affiliates;~~stability ~~and~~may negatively impact businesses we may seek to acquire.

●If we have not completed our initial business combination within such time period, we will: (1) cease all operations except for the ~~number~~purpose of winding up; (2) as promptly as reasonably possible but not more than 10 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 (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses) and not previously released to us to pay our taxes, ~~securities~~if ~~for~~any, divided by the number of then-outstanding public shares, which weredemption ~~have~~will ~~received~~completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (3) as promptly as reasonably possible following such redemption, ~~requests~~subject ~~pursuant~~to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such case, our public shareholders may receive only $10.10 per share, or less than $10.10 per share, on the redemption ~~offer~~of their shares, and our warrants will expire worthless. See “- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share” and other risk factors herein.

WeIf ~~may~~we ~~not~~are beunable ~~able~~ to complete an initial ~~business~~ business combination ~~since~~within ~~such~~the 18-month period, we may seek an amendment to our amended and restated memorandum and articles of association to extend the period of time we have to complete an initial business combination ~~may~~beyond be18 ~~subject~~months. toAny ~~regulatory~~amendment ~~review~~of our amended and ~~approval~~restated memorandum ~~requirement,~~and ~~including~~articles ~~foreign~~of association will require at least a special resolution of our shareholders as a matter of Cayman Islands law, ~~investment~~meaning ~~regulations~~that such an amendment must be approved by holders of at least two-thirds of our ordinary shares who attend and ~~review~~vote (whether in person or by ~~government~~proxy) ~~entities~~at ~~such~~a asgeneral meeting of the ~~Committee~~company. onIf ~~Foreign~~we ~~Investment~~seek inshareholder approval to extend the ~~United States~~initial ~~(“CFIUS”)~~18-month period in which to complete an initial business combination to a later date, we will offer our public shareholders the right to have their public ordinary orshares ~~may~~redeemed befor ~~ultimately~~a ~~prohibited~~pro rata share of the aggregate amount then on deposit in the trust account, as described in greater detail in this Annual Report.

~~The~~Our ~~sponsor~~search isfor aan ~~Delaware~~initial ~~limited~~business ~~liability company~~combination, and isany ~~not~~target ~~controlled~~business ~~by,~~with ~~nor~~which ~~has~~we ~~substantial~~may ~~ties~~ultimately ~~with~~consummate ~~any~~an ~~non-U.S. person. Our~~ initial business combination, may be ~~subject to~~materially ~~regulatory~~adversely ~~review and approval requirements~~ affected by ~~governmental~~current ~~entities,~~global orgeopolitical ~~ultimately~~conditions ~~prohibited.~~resulting ~~For~~from ~~example,~~the ~~CFIUS~~ongoing has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to selfRussia-~~initiate~~Ukraine ~~national~~conflict ~~security reviews of foreign direct~~ and ~~indirect investments in U.S. companies if~~ the ~~parties~~recent toescalation that investment choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among other factors — the nature and structure of ~~the~~conflict ~~transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments that result~~ in ~~“control” of a U.S. business~~ ~~by foreign person always are subject to CFIUS jurisdiction. CFIUS’s expanded jurisdiction under~~ the ~~Foreign~~Middle ~~Investment Risk Review Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020 further includes investments that do not result in control of a U~~East.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.”

11United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflict in the Middle East, including the recent conflict involving the United States, Israel and Iran. The invasion of Ukraine by Russia and the escalation of conflict in the Middle East, including U.S. and Israeli strikes on Iran, and retaliatory strikes by Iran on, among others, Israel, Saudi Arabia, and the United Arab Emirates, and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they have led to and could continue to create market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions. Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions could adversely affect our search for an initial business combination and any target business with which we may ultimately consummate an initial business combination. The extent and duration of the ongoing conflicts and any related market disruptions are impossible to predict, but could be substantial, particularly if geopolitical tensions result in expanded military operations on a global scale. Any such disruptions may also have the effect of heightening many of the other risks described in this section. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate an initial business combination, or the operations of a target business with which we may ultimately consummate an initial business combination, may be materially adversely affected.

If a particular proposed initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay our proposed initial business combination, impose conditions with respect to such initial business combination or request the President of the United States to order us to divest all or a portion of the U.S. target business of our initial business combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, delay or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues. In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign ownership.11

~~The~~Military ~~process of government review, whether by CFIUS~~ or ~~otherwise,~~other ~~could~~conflicts bein ~~lengthy. Because we have only a limited time to complete our initial business combination~~Ukraine, ~~our failure to obtain~~ ~~any required approvals within~~ the ~~requisite~~Middle ~~time~~East ~~period~~or elsewhere may ~~require~~lead us to ~~liquidate.~~increased Ifvolume weand ~~are~~price ~~unable~~volatility tofor ~~consummate~~publicly ~~our~~traded ~~initial~~securities, ~~business combination~~or ~~within~~affect the ~~applicable time period required under our amended and restated memorandum and articles of association, including~~operations asor afinancial ~~result~~condition of ~~extended regulatory review of a~~ potential ~~initial~~target ~~business combination~~companies, wewhich ~~will,~~could asmake ~~promptly~~it ~~as reasonably possible but not~~ more ~~than~~difficult ~~ten business days thereafter, redeem the public shares~~ for aus ~~pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject~~ to ~~the~~consummate approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an ~~investment in~~initial abusiness ~~target company and the appreciation in value of such investment~~combination. ~~Additionally, our warrants will be worthless.~~

~~Because~~Military ofor ~~our~~other ~~limited~~conflicts ~~resources~~in ~~and~~Ukraine, the Middle ~~significant~~East ~~competition~~or ~~for~~elsewhere ~~business~~may ~~combination~~lead ~~opportunities,~~to itincreased ~~may~~volume beand ~~more~~price ~~difficult~~volatility for uspublicly totraded ~~complete~~securities, ~~our~~or ~~initial~~affect ~~business~~the ~~combination. If~~operations weor ~~have~~financial condition ~~not~~of ~~completed~~potential ~~our~~target ~~initial~~companies, ~~business~~and ~~combination~~to ~~within~~other ~~the~~company ~~required~~or ~~time~~industry-specific, ~~period~~national, ~~our~~regional ~~public~~or ~~shareholders~~international ~~may~~economic ~~receive only approximately~~disruptions ~~$10.10~~and ~~per~~economic ~~share~~uncertainty, orany ~~less~~of inwhich ~~certain~~could ~~circumstances,~~make onit ~~our~~more ~~redemption~~difficult offor ~~their~~us ~~shares,~~to identify a business combination target and ~~our~~consummate ~~warrants~~an initial ~~will~~business ~~expire~~combination ~~worthless~~on acceptable commercial terms, or at all.

WeMacro-economic ~~expect~~turbulence toand ~~encounter intense competition from~~instability ~~other~~relating ~~entities having a business objective similar~~ to ~~ours,~~recent ~~including~~and ~~private~~ongoing ~~investors~~global ~~(which~~conflicts ~~may be individuals or investment partnerships), other blank check companies~~ and other ~~entities,~~drivers ~~domestic and international, competing for the types~~ of ~~businesses~~uncertainty wemay ~~intend~~adversely toaffect ~~acquire. Many~~our ~~of these individuals and entities are well established and have extensive experience in identifying and effecting~~business, ~~directly~~investments ~~or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human~~ and ~~other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted~~results ~~with those~~ of ~~many~~operations ~~of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering~~ and ~~the sale of the private placement securities,~~ our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially reduce the resources available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in successfully ~~negotiating~~consummate a business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. See “— If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share” and other risk factors herein.

~~Uncertainty~~A deterioration in ~~connection~~economic ~~with~~conditions ~~certain~~and ~~international~~related ~~economic~~drivers of global uncertainty and ~~political~~change, ~~relationships~~such as reduced business activity, high unemployment, rising interest rates, housing prices, and energy prices (including the ~~imposition~~price of ~~tariffs~~gasoline), onincreased ~~international~~consumer ~~trade~~indebtedness, ~~political~~lack ~~disputes~~of available credit, ~~regulatory~~the ~~changes~~rate of inflation, and consumer perceptions of the economy, as well as other ~~international~~factors, ~~matters~~such ~~could~~as ~~have~~terrorist aattacks, ~~material~~protests, ~~adverse~~looting, ~~effect~~and onother ~~our~~forms ~~ability~~of tocivil unrest, ~~identify~~cyber ~~potential~~attacks ~~targets~~and data breaches, public health emergencies (such as another pandemic and toother ~~consummate~~epidemics), ~~our~~extreme weather conditions ~~initial~~and ~~business~~climate ~~combination~~change, significant changes in the political environment, political instability, armed conflict (such as the ongoing military conflict between Ukraine and Russia and the recent escalation of conflict in the Middle East) and/or public policy, including increased state, local or federal taxation, could adversely affect our financial condition, the financial ~~performance~~condition of ~~any~~prospective target, ~~either~~companies for ~~foreign~~our initial business combination, or ~~domestic~~the financial condition of the combined company even if we successfully consummate a business combination, as well as our ability to locate a commercially viable target company for our business combination in the first instance.

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

12Inflation in the United Stated and elsewhere may lead to increased price volatility in publicly traded securities, including ours, and may lead to other national, regional and international economic disruptions, any of which could make it more difficult for us to consummate a business combination.

AsChanges in the ~~number~~market offor ~~special~~directors ~~purpose acquisition~~and ~~companies~~officers ~~evaluating~~liability ~~targets~~insurance ~~increases,~~could ~~attractive~~make ~~targets~~it ~~may~~more ~~become~~difficult ~~scarcer~~ and ~~there may be~~ more ~~competition~~expensive for ~~attractive~~us ~~targets or such attractive targets may not be interested~~ to ~~consummate~~negotiate ~~a business combination with a SPAC due to a negative public perception of mergers involving SPACs. This could increase the cost of our initial business combination~~ and ~~could~~complete ~~even result in our inability to find a target or to consummate~~ an initial business combination.

In recent years, the ~~number~~market offor ~~special~~directors ~~purpose~~and ~~acquisition~~officers ~~companies~~liability ~~that~~insurance ~~have been formed has increased substantially. Many potential targets~~ for special purpose acquisition companies ~~have~~ ~~already~~has ~~entered~~changed ~~into~~in anways ~~initial~~adverse ~~business~~to ~~combination,~~us and ~~there~~our ~~are~~management ~~still~~team. ~~many~~The premiums ~~special~~charged ~~purpose~~for ~~acquisition~~such ~~companies~~policies ~~preparing~~have ~~for an~~generally ~~initial~~increased ~~public~~and ~~offering,~~the asterms ~~well~~of assuch ~~many~~policies ~~such~~have ~~companies~~generally ~~currently~~become inless ~~registration~~favorable. ~~As a result, at times, fewer attractive targets~~These trends may becontinue ~~available~~into tothe ~~consummate an initial business combination~~future.

InThe ~~addition,~~increased ~~because~~cost ~~there~~and ~~are~~decreased ~~more special purpose~~availability ~~acquisition~~of ~~companies~~directors ~~seeking~~and toofficers ~~enter~~liability ~~into~~insurance ancould ~~initial~~make ~~business~~it ~~combination~~more ~~with~~difficult ~~available~~and ~~targets,~~more ~~the~~expensive ~~competition~~ for ~~available~~us ~~targets with~~to ~~attractive~~negotiate ~~fundamentals~~an orinitial business combination. ~~models~~In ~~may~~order ~~increase, which could cause targets companies~~ to ~~demand~~obtain ~~improved~~directors ~~financial~~and ~~terms. Attractive~~officers ~~deals~~liability ~~could~~insurance ~~also~~or ~~become~~modify ~~scarcer~~its ~~for~~coverage ~~other reasons, such~~ as ~~economic~~a orresult ~~industry~~of ~~sector~~becoming ~~downturns (including~~ a ~~negative~~ public ~~perception~~ ~~of mergers involving SPACs)~~company, ~~geopolitical tensions, or increases in~~ the ~~cost of additional capital needed to close business combinations or operate targets~~ post-business combination. ~~This~~entity ~~could~~might ~~increase~~need ~~the~~to ~~cost~~incur ofgreater expense, ~~delay~~accept orless ~~otherwise~~favorable ~~complicate~~terms or ~~frustrate our~~both. ~~ability~~However, toany ~~find~~failure ~~and~~to obtain ~~consummate~~adequate andirectors ~~initial business combination~~ and ~~may~~officers ~~result~~liability ininsurance ~~our~~could ~~inability~~have toan ~~consummate~~adverse animpact ~~initial~~on the post-business combination’s ability onto ~~terms~~attract ~~favorable~~and toretain ~~our~~qualified ~~investors~~officers ~~altogether~~and directors.

IfIn ~~the~~addition, ~~funds~~even ~~not~~after ~~being~~we ~~held~~were into ~~the~~complete ~~trust~~an ~~account~~initial ~~are~~business ~~insufficient~~combination, our directors and officers could still be subject to ~~allow~~potential usliability from claims arising from conduct alleged to ~~operate~~have ~~for~~occurred atprior ~~least~~to the 18initial ~~months~~business ~~following~~combination. ~~the~~As ~~closing~~a ofresult, in order to protect our ~~initial~~directors ~~public~~and ~~offering~~officers, wethe 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 ~~unable~~an toadded ~~complete~~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.

~~The~~If ~~funds~~we ~~available~~seek toshareholder usapproval ~~outside~~ of ~~the trust account may not be sufficient to allow us to operate for at least the 18 months following the closing of~~ our initial ~~public offering,~~ ~~assuming that our initial~~ business combination, isour ~~not~~sponsor, ~~completed~~directors, ~~during~~officers, ~~that~~advisors ~~time.~~or Weany ~~expect to incur significant costs in pursuit~~ of ~~our acquisition~~their ~~plans.~~affiliates ~~Management’s~~may ~~plans~~elect to ~~address~~purchase ~~this~~shares ~~need~~or ~~for capital through our initial~~ public ~~offering and potential loans from~~warrants ~~certain~~from ofpublic ~~our~~shareholders, ~~affiliates~~which ~~are~~may ~~discussed~~increase in the ~~section~~likelihood of ~~this~~closing ~~Annual~~our ~~Report~~initial ~~titled~~business ~~“Management’s~~combination ~~Discussion~~ and ~~Analysis of~~reduce ~~Financial~~the ~~Condition~~public ~~and Results of Operations.~~“float” ~~However, our affiliates are not obligated to make loans to us in the future,~~ ~~and~~of ~~we may not be able to raise additional financing from unaffiliated parties necessary to fund~~ our ~~expenses~~securities. ~~Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.~~

WeIf ~~believe~~we ~~that,~~seek ~~upon~~shareholder ~~the~~approval ~~closing~~ of our initial ~~public~~business ~~offering,~~combination ~~the~~and ~~funds~~we ~~available~~do tonot usconduct ~~outside~~redemptions ofin connection with our initial business combination pursuant to the ~~trust~~tender ~~account~~offer rules, ~~will~~our besponsor, ~~sufficient~~directors, toofficers, ~~allow~~advisors usor toany ~~operate~~of ~~for~~their ataffiliates ~~least~~may ~~the~~purchase ~~18 months~~public shares or public warrants in privately ~~following~~negotiated ~~the~~transactions ~~closing~~or ofin ~~our~~the ~~initial~~open ~~public~~market ~~offering;~~either ~~however,~~prior weto ~~cannot~~or ~~assure~~following ~~you~~the ~~that~~completion of our ~~estimate~~initial isbusiness ~~accurate~~combination. OfAny ~~the~~such price ~~funds~~per ~~available to~~share ~~us,~~may webe ~~could~~different ~~use~~than athe ~~portion~~amount ofper ~~the~~share ~~funds~~a ~~available~~public toshareholder uswould toreceive ~~pay~~if ~~fees~~it elected to ~~consultants~~redeem toits ~~assist~~shares usin connection with our ~~search~~initial ~~for~~business acombination. ~~target~~Additionally, ~~business. If~~at weany ~~have~~time ~~not~~at ~~completed~~or prior to our initial business combination, ~~within~~subject ~~the~~to ~~required~~applicable securities ~~time~~laws ~~period~~(including with respect to material nonpublic information), our ~~public~~sponsor, ~~shareholders~~directors, ~~may~~officers, ~~receive~~advisors ~~only~~or ~~approximately~~any of their ~~$10.10~~affiliates ~~per~~may ~~share,~~enter orinto ~~less~~transactions inwith ~~certain~~investors ~~circumstances~~and others to provide them with incentives to acquire public shares, onvote ~~the~~their public ~~liquidation~~shares in favor of our ~~trust~~initial ~~account~~business ~~and~~combination ~~our~~or ~~warrants~~not ~~will~~redeem ~~expire~~their ~~worthless~~public shares. ~~See “— If~~However, ~~third~~our ~~parties~~sponsor, ~~bring~~directors, ~~claims~~officers, advisors ~~against~~or ~~us,~~any ~~the~~of ~~proceeds~~their ~~held~~affiliates inare ~~the~~under ~~trust~~no ~~account~~obligation ~~could~~or beduty ~~reduced~~to do so and ~~the~~they ~~per-share~~have no current commitments, plans or intentions ~~redemption~~to ~~amount~~engage ~~received~~in bysuch ~~shareholders~~transactions ~~may~~and behave ~~less~~not ~~than~~formulated ~~$10.10~~any ~~per~~terms ~~share”~~or ~~and~~conditions ~~other~~for ~~risk~~any ~~factors~~such ~~herein~~transactions.

If the net proceeds of our initial public offering and the sale of the private placement securities 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 may depend on loans from our sponsor or management team to fund our search, to pay our taxes and to complete our initial business combination.12

OfThe ~~the~~purpose ~~net~~of ~~proceeds~~such ofpurchases ~~our~~would ~~initial~~be ~~public~~to ~~offering~~(1) ~~and~~increase the ~~sale~~likelihood of ~~the~~closing ~~private placement securities, only approximately $953,750 are available to us outside~~ the ~~trust~~business ~~account~~combination toor ~~fund our working capital requirements. In the event that our offering expenses exceed our estimate of $600,000~~ (~~excluding underwriting commissions~~2)~~, we~~ ~~may~~satisfy ~~fund~~a ~~such~~closing ~~excess~~condition ~~with funds not to be held~~ in ~~the~~an ~~trust~~agreement ~~account.~~with Ina ~~such~~target ~~case,~~that ~~the~~requires us ~~amount of funds we intend~~ to behave ~~held~~a ~~outside the~~minimum ~~trust~~net ~~account~~worth ~~would~~or ~~decrease by~~ a ~~corresponding~~certain amount. ~~Conversely,~~of incash ~~the~~at ~~event that~~ the ~~offering~~closing ~~expenses are less than our estimate~~ of ~~$600,000,~~ the ~~amount~~business ofcombination, ~~funds~~where weit ~~intend~~appears tothat besuch ~~held outside the trust account~~ requirement would ~~increase~~otherwise bynot abe ~~corresponding amount~~met. IfThis ~~we are required to seek additional capital, we would need to borrow funds from our sponsor, management team or other third parties to operate or~~ may ~~be forced~~result toin ~~liquidate.~~the ~~Neither~~consummation ~~our sponsor, members~~ of ~~our~~an ~~management~~initial ~~team~~business ~~nor~~combination ~~any~~that ofmay ~~their~~not ~~affiliates~~otherwise ishave ~~under~~been ~~any obligation to loan funds~~possible. ~~to,~~To orthe ~~otherwise~~extent ~~invest~~that ~~in,~~any uspublic inshares ~~such~~are ~~circumstances.~~purchased ~~Any~~ such ~~loans~~purchases ~~may~~will be ~~repaid~~in ~~only~~compliance ~~from~~with ~~funds~~all ~~held~~of ~~outside~~ the ~~trust~~requirements ~~account~~set orforth ~~from~~in Tender ~~funds~~Offers ~~released~~and toSchedules usCompliance ~~upon~~and ~~completion~~Disclosure ofInterpretations ~~our~~Question ~~initial business combination~~166.01 Ifpromulgated weby ~~have~~the ~~not~~SEC, ~~completed~~including ~~our~~that ~~initial~~such ~~business~~public ~~combination within~~shares ~~the~~will ~~required~~not ~~time~~be ~~period~~voted. ~~because~~In weaddition, doif ~~not~~such ~~have~~purchases ~~sufficient~~are ~~funds available to us~~made, wethe ~~will~~public be“float” ~~forced~~of toour ~~cease~~securities ~~operations~~ and ~~liquidate~~ the ~~trust~~number ~~account.~~of Inbeneficial holders ~~such~~of ~~case,~~ our ~~public~~securities ~~shareholders~~ may ~~receive~~be ~~only $10.10 per share~~reduced, orpossibly ~~less~~making init ~~certain~~difficult ~~circumstances,~~to ~~and~~maintain ~~our warrants~~or ~~will~~obtain ~~expire~~the ~~worthless. See “— If third parties bring claims against us~~quotation, ~~the~~listing ~~proceeds~~or ~~held~~trading inof ~~the trust account~~our ~~could~~securities beon ~~reduced~~a ~~and~~national ~~the~~securities ~~per-share redemption amount received by shareholders may be less than $10~~exchange.~~10 per share” and other risk factors herein.~~

Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our sponsor, directors, officers, advisors and/or any of their respective affiliates were to purchase public shares or warrants from public shareholders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

~~Subsequent~~● to our ~~completion~~registration ofstatement/proxy statement filed for our ~~initial~~ business combination, wetransaction ~~may~~would bedisclose ~~required~~the topossibility ~~subsequently~~that ~~take~~our ~~write-downs~~sponsor, ordirectors, ~~write-offs~~officers, ~~restructuring~~advisors and ~~impairment~~ /or ~~other~~any ~~charges that~~of ~~could~~their ~~have~~respective aaffiliates ~~significant~~may ~~negative~~purchase ~~effect~~shares onor ~~our~~warrants ~~financial~~from ~~condition,~~public ~~results~~shareholders ofoutside ~~operations and~~ the ~~price~~redemption ~~of our securities~~process, ~~which could~~along ~~cause~~with ~~you~~the topurpose ~~lose some or all~~ of ~~your~~such ~~investment.~~purchases;

~~Even~~● if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues that may be present with a particular target business that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our ~~control will not later arise. As a result of these factors~~sponsor, ~~we may be forced to later write down or write off assets~~directors, ~~restructure our operations~~officers, oradvisors ~~incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise~~ and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us /or ~~our~~any ~~securities. In addition, charges~~ of ~~this~~their ~~nature~~respective ~~may~~affiliates ~~cause~~were us to ~~violate~~purchase ~~net~~public ~~worth~~shares or ~~other~~warrants ~~covenants~~from topublic ~~which we may be subject as a result of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly~~shareholders, ~~any~~they ~~shareholder~~would ordo ~~warrant~~so ~~holder~~at ~~who chooses to remain~~ a ~~shareholder~~price orno ~~warrant~~higher ~~holder,~~than ~~respectively, following our initial business combination could suffer a reduction in~~ the ~~value~~price ofoffered ~~their~~through ~~securities.~~our ~~Such~~redemption ~~shareholders and warrant holders are unlikely to have a remedy for such reduction in value.~~process;

~~If,~~● ~~after~~our weregistration ~~distribute~~statement/proxy ~~the~~statement ~~proceeds~~filed ~~in the~~for ~~trust account to~~ our ~~public~~business ~~shareholders,~~combination wetransaction ~~file~~would include a ~~winding-up~~representation orthat ~~bankruptcy~~any orof ~~insolvency~~our ~~petition~~securities orpurchased anby ~~involuntary~~our ~~winding-up~~sponsor, ~~or bankruptcy or insolvency petition is filed against us that is not dismissed~~directors, ~~a bankruptcy court may seek to recover such proceeds~~officers, advisors and ~~the~~/or ~~members~~any of ~~our~~their ~~board~~respective ofaffiliates ~~directors~~would ~~may~~not be ~~viewed~~voted asin ~~having~~favor ~~breached~~of ~~their~~approving ~~fiduciary duties to our creditors, thereby exposing~~ the ~~members of~~business ~~our~~combination ~~board of directors and us to claims of punitive damages.~~transaction;

~~If,~~● ~~after we distribute the proceeds in the trust account to~~ our ~~public~~sponsor, ~~shareholders~~directors, ~~we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed~~officers, ~~any~~advisors ~~distributions received by shareholders could be viewed under applicable debtor/creditor~~ and/or ~~insolvency~~any ~~laws~~of astheir arespective ~~voidable~~affiliates ~~performance.~~would Asnot apossess ~~result,~~any aredemption ~~liquidator~~rights ~~could~~with ~~seek~~respect to ~~recover some or all amounts received by~~ our ~~shareholders.~~securities ~~In addition~~or, ~~our~~if ~~board~~they ofdo ~~directors~~acquire ~~may be viewed as having breached its fiduciary duty to our creditors~~ and~~/or~~ ~~having~~possess ~~acted~~redemption ~~in bad faith by paying public shareholders from the trust account prior to addressing the claims of creditors~~rights, ~~thereby exposing~~they ~~itself~~would ~~and~~waive ussuch torights; ~~claims of punitive damages.~~and

~~If,~~● ~~before~~we ~~distributing~~would ~~the~~disclose ~~proceeds~~ in ~~the~~ ~~trust account to our public shareholders, we file~~ a ~~winding-up~~Form ~~or bankruptcy or insolvency petition or an involuntary winding~~8-~~up or bankruptcy or insolvency petition is filed against us that is not dismissed~~K, ~~the~~before ~~claims~~our ofsecurity ~~creditors~~holder inmeeting ~~such~~to ~~proceeding~~approve ~~may have priority over~~ the ~~claims~~business ofcombination ~~our~~transaction, ~~shareholders and~~ the ~~per-share~~following ~~amount~~material ~~that would otherwise be received by our shareholders in connection with our liquidation may be reduced.~~items:

~~If,~~● ~~before distributing~~ the ~~proceeds~~amount inof ~~the trust account to~~ our ~~public~~securities ~~shareholders,~~purchased weoutside ~~file~~of athe ~~winding-up~~redemption oroffer ~~bankruptcy~~by orour ~~insolvency~~sponsor, ~~petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed~~directors, ~~the proceeds held in the trust account could be subject to applicable insolvency law~~officers, ~~and~~advisors ~~may be included in our liquidation estate~~ and/or ~~subject~~any ~~to the claims~~ of ~~third~~their ~~parties~~respective ~~with priority over the claims of our shareholders. To the extent any liquidation claims deplete the trust account~~affiliates, ~~the~~along ~~per-share amount that would otherwise be received by our shareholders in connection~~ with ~~our~~the ~~liquidation~~purchase ~~would be reduced.~~price;

~~Adverse~~● ~~developments affecting~~ the ~~financial services~~purpose ~~industry,~~of ~~including~~the ~~events~~purchases orby ~~concerns~~our ~~involving liquidity~~sponsor, ~~defaults or non-performance by financial institutions~~directors, ~~could adversely affect our business~~officers, ~~financial~~advisors ~~condition~~ and/or ~~results~~any of ~~operations,~~their orrespective ~~our prospects.~~affiliates;

~~The~~● funds in our operating account and our trust account will be held in banks or other financial institutions and will be invested or held only in either (i) 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~~impact, ~~(ii) as~~if ~~uninvested cash~~any, or ~~(iii) an interest bearing bank demand deposit account or other accounts at a bank. To mitigate the risk that we might be deemed to be an investment company for purposes~~ of the ~~Investment~~purchases ~~Company~~by ~~Act, which risk increases the longer we hold investments in the trust account, we may, at any time (and will no later than 18 months from the closing of~~ our initial public offering) instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account. For more information about the risk of the company being considered to be operating as an unregistered investment companysponsor, ~~see “— If we are deemed to be an investment company under the Investment Company Act~~directors, ~~we may be required to institute burdensome compliance requirements and our activities may be restricted~~officers, ~~which~~advisors ~~may make it difficult for us to complete our initial business combination.” Our cash held in non-interest bearing~~ and ~~interest-bearing accounts may 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 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~~their ~~kinds~~respective oraffiliates ~~other similar risks, the value of the assets in our trust account could be impaired, which could have a material impact~~ on ~~our operating results, liquidity, financial condition and prospects. For example, on March 10, 2023,~~ the ~~FDIC~~likelihood ~~announced~~ that ~~Silicon Valley Bank had been closed by~~ the ~~California~~business ~~Department~~combination oftransaction ~~Financial Protection and Innovation. We cannot guarantee that the banks or other financial institutions that~~ will ~~hold~~be ~~our funds will not experience similar issues.~~approved;

14● the identities of our security holders who sold to our sponsor, directors, officers and/or any of their respective affiliates (if not purchased on the open market) or the nature of our security holders (e.g., 5% security holders) who sold to our sponsor, directors, officers, advisors and/or any of their respective affiliates; and

If● ~~we are deemed to be an investment company under~~ the ~~Investment~~number ~~Company~~of ~~Act, we may be required to institute burdensome compliance requirements and~~ our ~~activities~~securities ~~may~~for ~~be restricted,~~ which ~~may~~we ~~make~~have itreceived ~~difficult~~redemption ~~for~~requests uspursuant to ~~complete~~ our ~~initial~~redemption ~~business combination~~offer.

IfWe wemay ~~are~~not ~~deemed~~be able to becomplete an ~~investment~~initial business ~~company~~combination ~~under~~since such initial business combination may be subject to regulatory review and approval requirement, including foreign investment regulations and review by government entities such as the Committee on Foreign Investment ~~Company~~in ~~Act,~~the ~~our~~United ~~activities~~States (“CFIUS”), or may be ~~restricted,~~ultimately ~~including:~~prohibited.

●The sponsor is a Delaware limited liability company, and is not controlled by, nor has substantial ties with any non-U.S. person. Our initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited. For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on - among other factors - the nature and structure of ~~our~~the transaction, including the level of beneficial ownership interest and the nature of any information or governance rights involved. For example, investments; that result in “control” of a U.S. business by foreign person always are subject to CFIUS jurisdiction. CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020 further includes investments that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or governance rights in a U.S. business that has a nexus to “critical technologies,” “critical infrastructure” and/or “sensitive personal data.”

~~● restrictions on the issuance of securities;~~13

~~each~~If a particular proposed initial business combination with a U.S. business falls within CFIUS’s jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction. CFIUS may decide to block or delay our proposed initial business combination, impose conditions with respect to such initial business combination or request the President of the United States to order us to divest all or a portion of the U.S. target business of our initial business combination that we acquired without first obtaining CFIUS approval, which may ~~make~~limit the itattractiveness ~~difficult~~of, ~~for~~delay or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us ~~complete~~and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues. In addition, certain federally licensed businesses may be subject to rules or regulations that limit foreign ownership.

InThe ~~addition~~process of government review, wewhether ~~may~~by CFIUS or otherwise, could be lengthy. Because we have ~~imposed~~only ~~upon~~a limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period may require us ~~burdensome~~to liquidate. If we are unable to consummate our initial business ~~requirements~~combination within the applicable time period required under our amended and restated memorandum and articles of association, including: as a result of extended regulatory review of a potential initial business combination, we will, as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the funds held in the trust account and as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment. Additionally, our warrants will be worthless.

●Because ~~registration~~of asour anlimited ~~investment~~resources ~~company;~~and the significant competition for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per share, or less in certain circumstances, on our redemption of their shares, and our warrants will expire worthless.

●We ~~adoption~~expect to encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the private placement securities, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial business combination and we are obligated to pay cash for our Class A ordinary shares, it will potentially reduce the resources available to us for our initial business combination. Any of these obligations may place us at a ~~specific~~competitive ~~form~~disadvantage in successfully negotiating a business combination. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per share, or less in certain circumstances, on the liquidation of ~~corporate~~our ~~structure;~~trust account and our warrants will expire worthless. See “- If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per share” and other risk factors herein.

●Uncertainty ~~reporting~~in connection with certain international economic and political relationships, ~~record~~including ~~keeping~~the imposition of tariffs on international trade, ~~voting~~political disputes, ~~proxy~~regulatory changes and ~~disclosure~~other ~~requirements~~international matters could have a material adverse effect on our ability to identify potential targets and ~~other~~to ~~rules~~consummate our initial business combination, and ~~regulations~~could adversely affect the financial performance of any target, either foreign or domestic.

OnThe ~~January 24,~~international ~~2024,~~economic ~~the~~and ~~SEC~~political ~~adopted a series~~environment ofis ~~new~~dynamic ~~rules~~and ~~relating~~subject to ~~SPACs~~change. ~~The~~There ~~SEC’s~~is ~~adopted~~currently ~~rules~~significant douncertainty ~~not~~about ~~provide~~the future economic and political relationships between the United States and a ~~safe~~number ~~harbor~~of ~~for~~other ~~SPACs~~countries. ~~from~~These uncertainties include, among other things, the ~~definition~~actual ofor ~~“investment~~potential imposition ~~company”~~of ~~under~~protective ~~the~~tariffs ~~Investment~~on ~~Company~~goods ~~Act.~~imported ~~Instead~~from other countries and reciprocal tariffs other countries may impose on United States products, political disputes that may affect relationships between the ~~SEC’s~~United ~~adopting~~States ~~release~~and ~~provided~~other ~~guidance~~countries ~~describing~~and ~~circumstances~~the imposition of regulatory or other inrestrictions ~~which~~on atrade ~~SPAC~~and ~~could~~commerce. ~~become~~Any ~~subject~~such tomatters ~~regulation~~could ~~under~~potentially limit the ~~Investment~~number ~~Company~~of ~~Act~~potential targets we may consider, ~~including~~and ascould also have a ~~result~~material adverse effect on the financial performance of ~~its~~such ~~duration,~~potential ~~asset~~targets. ~~composition~~Among other things, historical financial performance ~~business~~of ~~purpose,~~companies ~~and~~affected ~~the~~by ~~activities~~these ofinternational ~~the~~matters ~~SPAC~~may ~~and~~not ~~its~~provide ~~management~~as ~~team~~accurate ina ~~furtherance~~barometer of ~~such~~future ~~goals~~performance as would pertain in a more stable economic environment.

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 in securities and that our activities do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.14

WeAs dothe ~~not~~number ~~believe~~of ~~that~~special ~~our~~purpose ~~anticipated principal~~acquisition ~~activities~~companies ~~will~~evaluating ~~subject~~targets ~~us to the Investment Company Act. To this end~~increases, ~~the~~attractive ~~proceeds~~targets ~~held~~may inbecome ~~the~~scarcer ~~trust~~and ~~account~~there ~~will~~may be ~~invested~~more orcompetition ~~held only~~for inattractive ~~either (i) U.S. government treasury obligations with a maturity of 185 days~~ targets or ~~less~~such orattractive intargets ~~money~~may ~~market~~not ~~funds~~be ~~meeting certain~~interested ~~conditions~~to ~~under~~consummate ~~Rule 2a-7~~a ~~under~~business ~~the~~combination ~~Investment~~with ~~Company~~a ~~Act~~SPAC ~~which~~due ~~invest~~to ~~only~~a innegative ~~direct~~public ~~U.S. government treasury obligations,~~perception ~~(ii) as~~of ~~uninvested~~mergers ~~cash,~~involving orSPACs. ~~(iii) an~~If ~~interest~~the ~~bearing~~proposed ~~bank~~Business ~~demand~~Combination ~~deposit~~with ~~account~~CTR oris ~~other~~not ~~accounts~~completed atand ~~a bank. To mitigate the risk that~~ we ~~might~~have ~~be deemed~~ to beseek ananother ~~investment~~target company ~~for purposes of the Investment Company Act~~, ~~which risk increases the longer we~~ ~~hold~~this ~~investments~~could inincrease the ~~trust~~cost ~~account, we may, at any time (and will no later than 18 months from the closing~~ of our initial ~~public offering)~~business ~~instruct~~combination ~~the~~and ~~trustee~~could toeven ~~liquidate~~result ~~the investments held~~ in ~~the~~our ~~trust~~inability ~~account and instead~~ to ~~hold~~find ~~the~~a ~~funds~~target ~~in the trust account in cash~~ or into consummate an ~~interest~~initial ~~bearing~~business ~~demand deposit account~~combination.

~~Pursuant~~In torecent ~~the trust agreement~~years, the ~~trustee~~number ~~is not permitted to invest in other securities or assets. By restricting the investment~~ of ~~the~~special ~~proceeds~~purpose acquisition tocompanies ~~these~~that ~~instruments,~~have ~~and~~been byformed ~~having a~~has ~~business~~increased ~~plan~~substantially. ~~targeted~~Many atpotential ~~acquiring~~targets ~~and growing businesses~~ for ~~the~~special ~~long~~purpose ~~term~~acquisition ~~(rather than on buying and selling businesses in the manner~~companies ofhave aalready ~~merchant~~entered ~~bank~~into ~~or private equity fund), we intend to avoid being deemed~~ an ~~“investment company” within the meaning of the Investment Company Act. The trust account is intended as a holding place for funds pending the earliest to occur of: (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 amended~~ and ~~restated~~there ~~memorandum~~are ~~and~~still ~~articles~~many ofspecial ~~association~~purpose ~~(A) to~~acquisition ~~modify~~companies ~~the~~preparing ~~substance or timing of~~for ~~our~~an ~~obligation to offer redemption rights in connection with any proposed~~ initial ~~business~~public ~~combination~~offering, oras ~~certain~~well ~~amendments~~as tomany ~~our~~such ~~amended and~~companies ~~restated~~currently ~~memorandum~~in ~~and~~registration. ~~articles~~As ofa ~~association~~result, ~~prior~~at ~~thereto~~times, orfewer toattractive ~~redeem 100% of our public shares if we do not complete our initial~~targets ~~business~~may ~~combination~~be ~~within~~available ~~the prescribed timeframe; or (B) with respect~~ to ~~any~~consummate ~~other material provision relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent~~ an initial business combination within the prescribed timeframe, from the closing of our initial public offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares.

WeIn ~~are~~addition, ~~aware~~because ofthere ~~litigation~~are ~~against~~more ~~certain~~ special ~~purpose~~ ~~acquisition companies asserting that notwithstanding the foregoing, those special~~ purpose acquisition companies ~~should~~seeking beto ~~considered investment~~enter ~~companies.~~into ~~Although~~an weinitial ~~believe~~business ~~that~~combination ~~these~~with ~~claims~~available ~~are without merit~~targets, wethe ~~cannot~~competition ~~guarantee~~for ~~that~~available ~~we will not be deemed to be an~~targets ~~investment~~with ~~company~~attractive ~~and~~fundamentals ~~thus~~or ~~subject~~business tomodels ~~the~~may ~~Investment~~increase, ~~Company~~which ~~Act.~~could Ifcause wetargets ~~were~~companies ~~deemed~~ to bedemand ~~subject~~improved tofinancial ~~the Investment Company Act, compliance~~terms. ~~with~~Attractive ~~these~~deals ~~additional~~could ~~regulatory~~also ~~burdens~~become ~~would~~scarcer ~~require additional expenses~~ for ~~which~~other ~~we have not allotted funds~~reasons, ~~may~~such ~~require~~as useconomic toor ~~otherwise change~~industry ~~our~~sector ~~operations~~downturns ~~and~~(including ~~may~~a ~~hinder~~negative ~~our~~public perception ~~ability~~of tomergers ~~complete~~involving anSPACs), ~~initial~~geopolitical ~~business~~tensions, ~~combination~~ or ~~may~~increases ~~result~~ in ~~our liquidation and~~ the ~~winding~~ upcost of ~~our~~additional ~~operations.~~capital Ifneeded weto ~~are~~close ~~unable~~business combinations toor ~~complete~~operate ~~our~~targets ~~initial~~ post-business combination. ~~and~~This ~~are~~could ~~required~~increase tothe ~~liquidate~~cost of, ~~our~~delay ~~public shareholders~~or ~~would~~otherwise ~~lose~~complicate ~~their~~or ~~opportunity~~frustrate our ability to ~~invest~~find inand aconsummate ~~target~~an ~~business or businesses through our~~ initial business combination, ~~including any~~and ~~price~~may ~~appreciation~~result ofin ~~the~~our ~~combined~~inability ~~company’s~~to ~~securities~~consummate ~~following~~an ~~such~~ initial business combination~~, and may receive only approximately~~ ~~$10.10 per share~~ on ~~the~~terms ~~liquidation~~favorable ofto our ~~trust~~investors ~~account as well as our warrants will expire worthless~~altogether.

15If the funds not being held in the trust account are insufficient to allow us to operate for at least the 18 months following the closing of our initial public offering, we may be unable to complete our initial business combination.

~~Holders~~The offunds ~~Class A~~available ~~ordinary~~to ~~shares~~us outside of the trust ~~will~~account may not be ~~entitled~~sufficient to ~~vote~~allow onus ~~any~~to ~~appointment~~operate for at least the 18 months following the closing of ~~directors~~our weinitial ~~hold~~public ~~prior~~offering, assuming tothat our initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through our initial public offering and potential loans from certain of our affiliates are discussed in the section of this Annual Report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” However, our affiliates are not obligated to make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

~~Prior~~Of tothe ~~our~~funds available ~~initial~~to ~~business combination~~us, ~~only holders~~we ofcould ~~our~~use ~~founder~~a ~~shares~~portion ~~will~~of ~~have~~ the ~~right~~funds available to ~~vote~~us onto ~~the~~pay ~~appointment~~fees ofto ~~directors.~~consultants ~~Holders~~to ofassist ~~our~~us ~~public~~with ~~shares~~our ~~will~~search ~~not~~for bea ~~entitled~~target tobusiness. ~~vote~~If onwe ~~the~~have ~~appointment~~not ofcompleted ~~directors~~our ~~during~~initial ~~such~~business ~~time;~~combination ~~provided,~~within ~~however,~~the ~~that~~required iftime ~~all~~period, ofour ~~the~~public ~~founder~~shareholders ~~shares~~may ~~are converted prior to~~receive ~~the~~only ~~date~~approximately of$10.10 ~~the~~per ~~initial business combination~~share, ~~the~~or ~~holders~~less ofin ~~our~~certain ~~public~~circumstances, ~~shares will have the right to vote~~ on the ~~election~~liquidation of ~~directors. In~~our ~~addition,~~trust ~~prior~~account toand our ~~initial~~warrants ~~business~~will ~~combination,~~expire worthless. ~~holders~~See of“- aIf ~~majority~~third ofparties ~~our~~bring ~~founder~~claims ~~shares~~against ~~may~~us, ~~remove~~the aproceeds ~~member~~held ofin the ~~board~~trust ~~of directors~~account ~~for~~could ~~any~~be ~~reason.~~reduced ~~Accordingly,~~and asthe ~~holders~~per-share redemption ofamount ~~our~~received ~~Class A~~by ~~ordinary shares, our public~~ shareholders ~~will~~may ~~not~~be ~~have~~less ~~any~~than ~~say~~$10.10 ~~in the~~per ~~management~~share” ofand ~~our~~other ~~company~~risk ~~prior~~factors ~~to the consummation of an initial business combination~~herein.

~~Because~~If wethe ~~are~~net proceeds of our initial public offering and the sale of the private placement securities not ~~limited~~being toheld ain ~~particular~~the trust account are insufficient, it could limit the amount ~~industry~~available orto ~~any~~fund ~~specific~~our search for a target ~~businesses~~business ~~with~~or ~~which~~businesses toand ~~pursue~~complete our initial business combination, ~~you~~and ~~will~~we bemay ~~unable~~depend toon ~~ascertain the~~loans ~~merits~~from our sponsor or ~~risks~~management ofteam ~~any~~to ~~particular~~fund ~~target~~our search, to pay our taxes and to complete our initial business’s ~~operations~~combination.

WeOf ~~may~~the ~~seek~~net toproceeds ~~complete~~of aour ~~business~~initial ~~combination~~public offering ~~with~~and anthe ~~operating~~sale ~~company~~ of ~~any~~the ~~size~~private ~~(subject~~placement tosecurities, ~~our~~only ~~satisfaction~~approximately of$953,750 ~~the~~are ~~80%~~available ofto ~~net~~us ~~assets~~outside ~~test)~~the ~~and~~trust inaccount ~~any~~to ~~industry,~~fund ~~sector~~our working orcapital ~~geography~~requirements. ~~However,~~ weIn ~~will~~the ~~not,~~event ~~under~~that our ~~amended~~offering ~~and~~expenses ~~restated~~exceed ~~memorandum~~our ~~and~~estimate ~~articles~~ of ~~association~~$600,000 be(excluding ~~permitted~~underwriting tocommissions), we ~~effectuate~~may ~~our~~fund ~~initial~~such ~~business combination~~excess ~~solely~~ with ~~another~~funds ~~blank~~not ~~check~~to ~~company~~be orheld ~~similar~~in ~~company~~the ~~with~~trust ~~nominal operations~~account. ~~Because~~In wesuch ~~have~~case, ~~not~~the ~~yet~~amount ~~selected~~of orfunds ~~approached any~~we ~~specific~~intend ~~target~~to ~~business~~be ~~with~~held ~~respect~~outside the totrust aaccount ~~business~~would ~~combination,~~decrease ~~there~~by isa nocorresponding ~~basis~~amount. toConversely, ~~evaluate~~in the ~~possible~~event ~~merits~~that orthe ~~risks~~offering ofexpenses ~~any particular~~are ~~target~~less ~~business’s~~than ~~operations,~~our ~~results~~ estimate of ~~operations~~$600, ~~cash flows~~000, ~~liquidity,~~the ~~financial~~amount ~~condition~~of orfunds ~~prospects. To the extent~~ we ~~complete~~intend ~~our~~to ~~initial~~be ~~business~~held ~~combination,~~outside wethe ~~may~~trust beaccount ~~affected~~would increase by ~~numerous~~a ~~risks~~corresponding ~~inherent~~amount. inIf ~~the~~we ~~business~~are ~~operations with which~~required weto ~~combine.~~seek ~~For~~additional ~~example~~capital, if we ~~combine~~would ~~with~~need ato ~~financially~~borrow ~~unstable~~funds ~~business~~from orour ansponsor, ~~entity~~management ~~lacking~~team anor ~~established~~other ~~record~~third ofparties ~~sales~~to operate or ~~earnings, we~~ may be forced ~~affected~~to byliquidate. ~~the~~Neither ~~risks~~our ~~inherent~~sponsor, inmembers ~~the business and operations~~ of aour ~~financially~~management ~~unstable~~team ornor ~~development~~any ~~stage~~of ~~entity.~~their ~~Although our~~affiliates ~~directors~~is ~~and~~under ~~officers~~any ~~will~~obligation ~~endeavor~~ to ~~evaluate~~loan ~~the~~funds to, ~~risks~~or ~~inherent~~otherwise invest in, aus ~~particular~~in ~~target~~such ~~business,~~circumstances. weAny ~~cannot~~such ~~assure~~loans ~~you~~may ~~that~~be ~~we will~~repaid ~~properly~~only ~~ascertain~~from orfunds ~~assess~~held ~~all~~outside of the ~~significant~~trust ~~risk~~account ~~factors~~ or ~~that~~from funds wereleased ~~will have adequate time~~ to ~~complete~~us ~~due~~upon ~~diligence.~~completion ~~Furthermore, some~~ of ~~these risks may be outside of~~ our ~~control~~initial ~~and~~business ~~leave~~combination. usIf ~~with~~we nohave ~~ability~~not tocompleted ~~control~~our orinitial ~~reduce~~business combination within the ~~chances~~required ~~that~~time ~~those~~period ~~risks~~because ~~will adversely~~we ~~impact~~do anot ~~target~~have ~~business.~~sufficient Wefunds ~~also~~available ~~cannot~~to ~~assure~~us, ~~you~~we ~~that~~will anbe ~~investment~~forced into ~~our~~cease ~~units~~operations ~~will~~and ~~not~~liquidate the ~~ultimately~~trust ~~prove~~account. toIn besuch ~~less~~case, ~~favorable to~~ our ~~investors~~public ~~than~~shareholders amay ~~direct~~receive ~~investment,~~only if$10.10 ~~such~~per ~~opportunity~~share, ~~were~~or ~~available,~~less in acertain ~~business combination target. Accordingly~~circumstances, ~~any~~and ~~shareholder~~our orwarrants ~~warrant~~will ~~holder~~expire ~~who~~worthless. ~~chooses~~See to“- ~~remain~~If athird ~~shareholder~~parties orbring ~~warrant~~claims ~~holder,~~against ~~respectively~~us, ~~following~~the ~~our~~proceeds ~~initial~~held ~~business~~in ~~combination~~the trust account could ~~suffer~~be areduced ~~reduction~~and in the ~~value~~per-share ofredemption ~~their~~amount ~~securities.~~received ~~Such~~by shareholders ~~and~~may ~~warrant~~be ~~holders~~less ~~are~~than ~~unlikely~~$10.10 toper ~~have~~share” aand ~~remedy~~other ~~for~~risk ~~such reduction~~factors ~~in value~~herein.

Although we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.15

~~Although~~Subsequent weto ~~have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into~~ our ~~initial~~completion ~~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 criteria and guidelines~~, ~~such~~we ~~combination~~ may ~~not~~ be asrequired ~~successful~~to assubsequently atake ~~combination~~write-downs ~~with~~or ~~a business that does meet all of our general criteria and guidelines. In addition~~write-offs, ifrestructuring ~~we announce a prospective business combination with a target that does not meet our general criteria~~ and ~~guidelines,~~impairment aor ~~greater~~other ~~number of shareholders may exercise their redemption rights, which may make it~~charges ~~difficult for us to meet any closing condition with a target business~~ that ~~requires~~could ~~us to~~ have a ~~minimum~~significant ~~net~~negative ~~worth~~effect oron aour ~~certain~~financial ~~amount of cash. In addition~~condition, ifresults ~~shareholder~~of ~~approval~~operations ofand the ~~transaction~~price is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our ~~initial~~securities, ~~business combination if the target business does not meet our general criteria and guidelines. If we have not completed~~which ~~our~~could ~~initial~~cause ~~business~~you ~~combination~~to ~~within~~lose ~~the~~some ~~required time period, our public shareholders may receive only approximately $10.10 per share,~~ or ~~less~~all ~~in certain circumstances, on the liquidation~~ of ~~our~~your ~~trust account and our warrants will expire worthless~~investment.

WeEven if we conduct extensive due diligence on a target business with which we combine, such as CTR, we cannot assure you that this diligence will identify all material issues that may ~~seek~~be ~~acquisition~~present ~~opportunities~~with a particular target business that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later write down or write off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an ~~early~~immediate ~~stage~~impact ~~company~~on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a ~~financially~~result ~~unstable~~of assuming pre-existing debt held by a target business or anby ~~entity~~virtue ~~lacking~~of ~~an established~~our ~~record~~obtaining ofpost-combination ~~revenue~~debt financing. Accordingly, any shareholder or ~~earnings~~warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

ToIf, ~~the~~after ~~extent~~ we ~~complete~~distribute ~~our~~the ~~initial~~proceeds ~~business~~in ~~combination~~the ~~with~~trust anaccount ~~early~~to ~~stage~~our ~~company~~public shareholders, we file a ~~financially~~winding-up ~~unstable~~or ~~business~~bankruptcy or aninsolvency ~~entity~~petition ~~lacking~~or an ~~established~~involuntary ~~record~~winding-up ~~of sales~~ or ~~earnings,~~ webankruptcy ~~may~~or beinsolvency ~~affected~~petition byis ~~numerous~~filed ~~risks~~against ~~inherent~~us inthat ~~the~~is ~~operations~~not ofdismissed, ~~the business with which we combine. These risks include investing in~~ a ~~business~~bankruptcy ~~without~~court amay ~~proven~~seek ~~business~~to ~~model~~recover ~~and~~such ~~with limited historical financial data~~proceeds, ~~volatile revenues or earnings, intense competition~~ and the ~~difficulties~~members inof ~~obtaining~~our ~~and~~board ~~retaining~~of ~~key personnel. Although our~~ directors ~~and officers will endeavor to evaluate the risks inherent in a particular target business, we~~ may ~~not~~ be ~~able~~viewed toas ~~properly~~having ~~ascertain~~breached ortheir ~~assess~~fiduciary ~~all~~duties ~~of the significant risk factors and we may not have adequate time~~ to ~~complete~~our ~~due~~creditors, ~~diligence.~~thereby ~~Furthermore,~~exposing ~~some~~the members of ~~these~~our ~~risks~~board ~~may be outside~~ of ~~our~~directors ~~control~~ and ~~leave~~ us ~~with no ability~~ to ~~control~~claims orof ~~reduce~~punitive ~~the chances that those risks will adversely impact a target business~~damages.

16If, after we distribute the proceeds in the trust account to our public shareholders, we file a winding-up or bankruptcy or insolvency petition or an involuntary winding-up or bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or insolvency laws as a voidable performance. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad faith by paying public shareholders from the trust account prior to addressing the claims of creditors, thereby exposing itself and us to claims of punitive damages.

WeIf, ~~are~~before ~~not~~distributing ~~required~~the proceeds in the trust account to ~~obtain~~our anpublic ~~opinion from~~shareholders, anwe ~~independent~~file ~~investment~~a ~~banking~~winding-up ~~firm~~or bankruptcy or ~~from~~insolvency petition or an ~~independent~~involuntary ~~accounting~~winding-up ~~firm~~or bankruptcy ~~regarding~~or ~~fairness. Consequently~~insolvency petition is filed against us that is not dismissed, ~~you~~ ~~may~~the ~~have~~claims noof ~~assurance~~creditors ~~from~~in ansuch ~~independent~~proceeding ~~source~~may ~~that~~have priority over the ~~price~~claims weof ~~are~~our ~~paying~~shareholders ~~for~~and the ~~business~~per-share isamount ~~fair~~that towould otherwise be received by our ~~company from~~shareholders ain ~~financial~~connection ~~point~~with ofour liquidation ~~view~~may be reduced.

~~Unless~~If, webefore ~~complete~~distributing ~~our~~the ~~initial~~proceeds ~~business~~in ~~combination~~the trust ~~with~~account anto ~~affiliated~~our ~~entity~~public shareholders, we ~~are~~file ~~not~~a ~~required~~winding-up toor ~~obtain~~bankruptcy or insolvency petition or an ~~opinion~~involuntary ~~that~~winding-up ~~the~~or ~~price~~bankruptcy or weinsolvency ~~are~~petition ~~paying~~is filed against us that is ~~fair~~not todismissed, ~~our~~the ~~company~~proceeds ~~from~~held ain ~~financial point~~the oftrust ~~view.~~account Ifcould nobe ~~opinion~~subject isto ~~obtained~~applicable insolvency law, ~~our~~and ~~shareholders~~may ~~will~~ be ~~relying~~included onin ~~the~~our ~~judgment~~liquidation ofestate ~~our~~and ~~board~~subject ofto ~~directors,~~the ~~who~~claims ~~will~~of ~~determine fair~~third ~~market~~parties ~~value~~with ~~based~~priority onover ~~standards~~the ~~generally~~claims of ~~accepted~~our byshareholders. To the ~~financial~~extent ~~community.~~any ~~Such~~liquidation ~~standards~~claims ~~used~~deplete ~~will~~the betrust ~~disclosed~~account, inthe ~~our~~per-share ~~tender offer~~amount ~~documents~~that orwould ~~proxy~~otherwise ~~solicitation~~be ~~materials,~~received by asour ~~applicable,~~shareholders ~~related~~in toconnection with our ~~initial~~liquidation ~~business~~would ~~combination~~be reduced.

~~Resources~~Adverse ~~could~~developments beaffecting ~~wasted~~the ~~in researching~~financial ~~acquisitions~~services ~~that are not completed~~industry, ~~which~~including ~~could~~events ~~materially~~or ~~adversely~~concerns ~~affect~~involving ~~subsequent~~liquidity, ~~attempts~~defaults toor ~~locate~~non-performance ~~and~~by ~~acquire~~financial orinstitutions, ~~merge~~could ~~with another~~adversely ~~business.~~affect ~~If we have not completed~~ our ~~initial~~ business ~~combination within the required time period~~, ~~our~~financial ~~public~~condition ~~shareholders~~or ~~may~~results ~~receive only~~of ~~approximately $10.10 per share~~operations, or ~~less than such amount in certain circumstances, on the liquidation of~~ our ~~trust account and our warrants will expire worthless~~prospects.

WeThe ~~anticipate~~funds ~~that~~in ~~the~~our ~~investigation~~operating ofaccount ~~each~~and ~~specific~~our trust ~~target~~account ~~business~~will ~~and~~be ~~the~~held ~~negotiation,~~in ~~drafting~~banks or other financial institutions and ~~execution~~will be invested or held only in either (i) U.S. government treasury obligations with a maturity of ~~relevant~~185 ~~agreements,~~days ~~disclosure~~or ~~documents~~less ~~and~~or ~~other~~in ~~instruments~~money ~~will~~market ~~require~~funds meeting certain conditions under Rule 2a-7 under the Investment ~~substantial~~Company ~~management~~Act ~~time~~which ~~and~~invest ~~attention~~only ~~and~~in ~~substantial~~direct ~~costs~~U.S. ~~for~~government ~~accountants~~treasury obligations, ~~attorneys~~(ii) ~~and~~as ~~others~~uninvested cash, or (iii) an interest bearing bank demand deposit account or other accounts at a bank. IfTo mitigate the risk that we ~~decide~~might ~~not~~be deemed to ~~complete~~be aan investment company for purposes ~~specific~~of ~~initial~~the ~~business~~Investment ~~combination~~Company Act, which risk increases the ~~costs~~longer ~~incurred~~we uphold investments in the trust account, we may, at any time (and will no later than 18 months from the closing of our initial public offering) instruct the trustee to ~~that~~liquidate ~~point~~the ~~for~~investments held in the trust ~~proposed~~account ~~transaction~~and ~~likely~~instead ~~would~~to ~~not~~hold bethe ~~recoverable~~funds in the trust account in cash or in an interest bearing demand deposit account. For more information ~~Furthermore~~about the risk of the company being considered to be operating as an unregistered investment company, ifsee “- If we ~~reach~~are deemed to be an ~~agreement~~investment ~~relating~~company tounder athe ~~specific~~Investment ~~target~~Company ~~business~~Act, we may ~~fail~~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.” Our cash held ~~for~~in ~~any~~non-interest ~~number~~bearing ofand ~~reasons~~interest-bearing ~~including~~accounts ~~those~~may ~~beyond~~exceed ~~our~~any ~~control~~applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. ~~Any~~Should ~~such~~events, ~~event~~including ~~will~~limited ~~result~~liquidity, indefaults, anon-performance ~~loss~~or toother usadverse ofdevelopments occur with respect to the ~~related~~banks ~~costs~~or ~~incurred which~~other ~~could~~financial ~~materially~~institutions ~~adversely~~that hold our funds, or that affect ~~subsequent~~financial ~~attempts~~institutions toor ~~locate~~the ~~and~~financial ~~acquire~~services industry generally, or ~~merge~~concerns ~~with~~or ~~another~~rumors ~~business.~~about Ifany weevents ~~have~~of ~~not~~these ~~completed our~~kinds ~~initial~~or ~~business~~other ~~combination~~similar ~~within~~risks, the ~~required~~value ~~time~~of ~~period~~the assets in our trust account could be impaired, which could have a material impact on our ~~public~~operating ~~shareholders~~results, ~~may~~liquidity, ~~receive~~financial ~~only~~condition ~~approximately~~and ~~$10~~prospects.10 ~~per~~For ~~share~~example, oron ~~less~~March in10, ~~certain circumstances~~2023, onthe FDIC announced that Silicon Valley Bank had been closed by the ~~liquidation~~California Department of ~~our~~Financial ~~trust~~Protection ~~account~~ and Innovation. We cannot guarantee that the banks or other financial institutions that will hold our ~~warrants~~funds will ~~expire~~not ~~worthless~~experience similar issues.

We may have limited ability to assess the management of a prospective target business and, as a result, may affect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company.16

~~When~~If ~~evaluating~~we ~~the~~are ~~desirability~~deemed ofto ~~effecting our~~be ~~initial~~an ~~business~~investment ~~combination~~company under ~~with~~the aInvestment ~~prospective~~Company ~~target business~~Act, ~~our~~we ~~ability~~may be required to ~~assess~~institute ~~the~~burdensome ~~target~~compliance ~~business’s~~requirements ~~management~~and our activities may be ~~limited~~restricted, which ~~due~~may tomake ait ~~lack~~difficult offor ~~time,~~us ~~resources~~to orcomplete ~~information~~our initial business combination.

~~Our~~If ~~assessment~~we ofare ~~the~~deemed ~~capabilities of the target’s management, therefore, may prove~~ to be ~~incorrect~~an ~~and~~investment ~~such~~company ~~management may lack the skills, qualifications or abilities we suspected. Should~~under the ~~target’s~~Investment ~~management~~Company ~~not possess the skills~~Act, ~~qualifications~~our oractivities ~~abilities necessary to manage a public company, the operations and profitability of the post-combination business~~ may be ~~negatively impacted. Accordingly~~restricted, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.including:

~~The~~● ~~directors~~restrictions ~~and~~on ~~officers of an acquisition candidate may resign upon completion of our initial business combination. The departure of a business combination target’s key personnel could negatively impact~~ the ~~operations~~nature ~~and profitability~~ of our ~~post-combination~~investments; business. The role of an acquisition candidate’s key personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain members of an acquisition candidate’s management team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.and

17● restrictions on the issuance of securities;

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

~~Although~~In ~~we have no commitments as of the date of this Annual Report to issue any notes or other debt securities~~addition, ~~or to otherwise incur outstanding debt,~~ we may ~~choose to incur substantial debt to complete our initial business combination. We~~ have ~~agreed~~imposed ~~that~~upon weus ~~will not incur any indebtedness unless we have obtained from~~burdensome ~~the lender a waiver of any right~~requirements, title, interest or claim of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

● ~~default~~registration ~~and~~as ~~foreclosure on our assets if our operating revenues after~~ an ~~initial~~investment ~~business combination are insufficient to repay our debt obligations~~company;

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

● ~~our~~reporting, ~~immediate~~record ~~payment~~keeping, ofvoting, ~~all~~proxy ~~principal~~ and ~~accrued~~disclosure ~~interest,~~requirements ifand ~~any,~~other ifrules ~~the~~and ~~debt is payable on demand;~~regulations.

●On ~~our~~January ~~inability~~24, 2024, the SEC adopted a series of new rules relating to ~~obtain~~SPACs. ~~necessary~~The ~~additional~~SEC’s ~~financing~~adopted ifrules do not provide a safe harbor for SPACs from the ~~debt~~definition ~~contains~~of ~~covenants~~“investment company” ~~restricting~~under ~~our~~the ~~ability~~Investment Company Act. Instead, the SEC’s adopting release provided guidance describing circumstances in which a SPAC could become subject to ~~obtain~~regulation ~~such~~under ~~financing~~the ~~while~~Investment Company Act, including as a result of its duration, asset composition, business purpose, and the ~~debt~~activities isof ~~outstanding;~~the SPAC and its management team in furtherance of such goals.

●In ~~our~~order ~~inability~~not to ~~pay~~be ~~dividends~~regulated onas 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 in securities and that our ~~ordinary~~activities ~~shares;~~do not include investing, reinvesting, owning, holding or trading “investment securities” constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis. Our business will be to identify and complete an initial business combination and thereafter to operate the post-transaction business or assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do not plan to buy unrelated businesses or assets or to be a passive investor.

●We ~~using~~do anot ~~substantial~~believe ~~portion~~that of our ~~cash~~anticipated ~~flow~~principal activities will subject us to ~~pay~~the ~~principal~~Investment ~~and~~Company ~~interest~~Act. onTo ~~our~~this ~~debt~~end, ~~which~~the ~~will~~proceeds ~~reduce~~held in the trust account will be invested or held only in either (i) U.S. government treasury obligations with a maturity of 185 days or less or in money market funds ~~available~~meeting ~~for~~certain ~~dividends~~conditions under onRule ~~our~~2a-7 ~~ordinary~~under ~~shares~~the ifInvestment ~~declared,~~Company ~~expenses~~Act which invest only in direct U.S. government treasury obligations, ~~capital~~(ii) ~~expenditures~~as uninvested cash, ~~acquisitions~~or ~~and~~(iii) an interest bearing bank demand deposit account or other ~~general~~accounts ~~corporate~~at a bank. To mitigate the risk that we might be deemed to be an investment company for purposes; of the Investment Company Act, which risk increases the longer we hold investments in the trust account, we may, at any time (and will no later than 18 months from the closing of our initial public offering) instruct the trustee to liquidate the investments held in the trust account and instead to hold the funds in the trust account in cash or in an interest bearing demand deposit account.

●Pursuant ~~limitations~~to onthe ~~our~~trust ~~flexibility~~agreement, the trustee is not permitted to invest in ~~planning~~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 ~~reacting~~selling businesses in the manner of a merchant bank or private equity fund), we intend to ~~changes~~avoid inbeing deemed an “investment company” within the meaning of the Investment Company Act. The trust account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our initial business ~~and~~combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the ~~industry~~substance or timing of our obligation to offer redemption rights in ~~which~~connection with any proposed initial business combination or certain amendments to our amended and restated memorandum and articles of association prior thereto or to redeem 100% of our public shares if we ~~operate~~do not complete our initial business combination within the prescribed timeframe; or (B) with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity; or (iii) absent an initial business combination within the prescribed timeframe, from the closing of our initial public offering, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares.

●We ~~increased~~are ~~vulnerability~~aware of litigation against certain special purpose acquisition companies asserting that notwithstanding the foregoing, those special purpose acquisition companies should be considered investment companies. Although we believe that these claims are without merit, we cannot guarantee that we will not be deemed to ~~adverse~~be ~~changes~~an investment incompany ~~general~~and ~~economic~~thus subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, ~~industry~~compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds, may require us to otherwise change our operations and ~~competitive~~may ~~conditions~~hinder our ability to complete an initial business combination or may result in our liquidation and ~~adverse~~the winding ~~changes~~up of our operations. If we are unable to complete our initial business combination and are required to liquidate, our public shareholders would lose their opportunity to invest in ~~government~~a ~~regulation;~~target business or businesses through our initial business combination, including any price appreciation of the combined company’s securities following such initial business combination, and may receive only approximately $10.10 per share on the liquidation of our trust account as well as our warrants will expire worthless.

● limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt.17

WeHolders ~~may be able to complete only one business combination with the proceeds~~ of ~~our~~Class ~~initial~~A ~~public~~ordinary ~~offering~~shares ~~and the sale of the private placement securities, which~~ will not ~~cause~~be usentitled to be ~~solely~~vote ~~dependent~~ on aany ~~single~~appointment ~~business which may have a limited number~~ of ~~products~~directors orwe ~~services.~~hold ~~This~~prior ~~lack~~to ~~of diversification may negatively impact~~ our ~~operations~~initial ~~and~~business ~~profitability~~combination.

~~The~~Prior ~~gross~~to ~~proceeds from~~ our initial ~~public~~business ~~offering~~combination, only ~~and~~holders of our founder shares will have the ~~sale~~right to vote on the appointment of directors. Holders of our public shares will not be entitled to vote on the ~~private~~appointment ~~placement~~of ~~securities~~directors ~~are~~during orsuch ~~approximately~~time; ~~$179.2 million~~provided, however, that weif ~~may~~all ~~use~~of the founder shares are converted prior to the ~~complete~~date ~~our~~of the initial business combination, ~~(which~~the ~~includes~~holders upof our public shares will have the right to $6vote on the election of directors. In addition,~~900~~ prior to our initial business combination,~~000~~ holders of ~~deferred~~a ~~underwriting~~majority ~~commissions~~of ~~being~~our ~~held~~founder inshares ~~the~~may ~~trust~~remove ~~account,~~a ~~and~~member ~~excludes~~of ~~estimated~~the board of ~~offering~~directors ~~expenses~~for any reason. Accordingly, as holders of ~~$600~~our Class A ordinary shares,~~000~~ ~~(other~~our ~~than~~public ~~underwriting~~shareholders ~~commissions)~~will ~~relating~~not tohave any say in the management of our company prior to the consummation of an initial ~~public~~business ~~offering))~~combination.

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

●We may seek to complete a business combination with an operating company of any size (subject to our satisfaction of the 80% of net assets test) and in any industry, sector or geography. However, we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our initial business combination solely ~~dependent~~with ~~upon~~another blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the ~~performance~~possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine with a ~~single~~financially unstable business or an entity lacking an established record of sales or earnings, we ~~property~~may be affected by the risks inherent in the business and operations of a financially unstable or ~~asset;~~development stage entity. Although our directors and officers will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to our investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

●Although ~~dependent~~we ~~upon~~have ~~the~~identified ~~development~~general orcriteria and ~~market~~guidelines ~~acceptance~~that ofwe believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a ~~single~~target orthat ~~limited~~does ~~number~~not ofmeet ~~products~~such criteria and guidelines, ~~processes~~and oras ~~services~~a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

~~This~~Although ~~lack~~we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of ~~diversification~~these ~~may~~positive ~~subject~~attributes. usIf towe complete our initial business combination with a target that does not ~~numerous~~meet ~~economic~~some or all of these criteria and guidelines, ~~competitive~~such combination may not be as successful as a combination with a business that does meet all of our general criteria and ~~regulatory~~guidelines. ~~risks~~In addition, ~~any~~if orwe ~~all~~announce a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a ~~substantial~~minimum ~~adverse~~net ~~impact~~worth ~~upon~~or ~~the~~a ~~particular~~certain ~~industry~~amount inof ~~which~~cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may ~~operate~~be ~~subsequent~~more difficult for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we have not completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.10 per share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

18We may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

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

If we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.18

We ~~may~~are ~~attempt~~not required to ~~complete~~obtain ~~our~~an ~~initial business~~opinion ~~combination~~from ~~with~~an aindependent ~~private~~investment ~~company~~banking ~~about~~firm ~~which~~or ~~little~~from ~~information~~an isindependent ~~available~~accounting firm regarding fairness. Consequently, ~~which~~you may ~~result~~have inno aassurance from ~~business~~an ~~combination~~independent ~~with~~source ~~a company~~ that the price we are paying for the business is ~~not~~fair asto ~~profitable~~our ascompany wefrom ~~suspected,~~a iffinancial atpoint ~~all~~of view.

InUnless ~~pursuing~~we complete our ~~acquisition~~initial ~~strategy~~business combination with an affiliated entity, we ~~may~~are ~~seek~~ not required to ~~effectuate~~obtain ~~our~~an ~~initial~~opinion ~~business~~that ~~combination~~the ~~with~~price awe ~~privately~~are ~~held~~paying is fair to our company. ~~Very~~from ~~little~~a ~~public~~financial point ~~information~~of ~~generally~~view. ~~exists~~If ~~about~~no ~~private companies~~opinion is obtained, ~~and~~our weshareholders ~~could~~will be ~~required~~relying toon ~~make~~the ~~our~~judgment ~~decision~~of onour ~~whether~~board toof ~~pursue~~directors, awho ~~potential~~will ~~initial~~determine fair ~~business~~market ~~combination~~value based on standards generally accepted by the ~~basis~~financial ~~of limited~~community. ~~information,~~Such ~~which~~standards ~~may~~used ~~result~~will inbe adisclosed ~~business~~in ~~combination~~our ~~with~~tender offer adocuments ~~company~~or ~~that~~proxy issolicitation ~~not~~materials, as ~~profitable~~applicable, asrelated weto ~~suspected,~~our ifinitial atbusiness ~~all~~combination.

WeResources docould be wasted in researching acquisitions that are not ~~have~~completed, awhich ~~specified~~could ~~maximum~~materially ~~redemption threshold.~~adversely ~~The~~affect ~~absence~~subsequent ofattempts ~~such~~to alocate ~~redemption~~and ~~threshold~~acquire ~~may~~or ~~make~~merge itwith ~~possible~~another business. ~~for~~If uswe tohave ~~complete~~not acompleted our initial business combination ~~with~~within ~~which~~the arequired ~~substantial~~time period, our public shareholders may receive ~~majority~~only approximately $10.10 per share, or less than such amount in certain circumstances, on the liquidation of our ~~shareholders~~trust doaccount ~~not~~and ~~agree~~our warrants will expire worthless.

~~Our~~We ~~amended~~anticipate ~~and~~that ~~restated~~the ~~memorandum~~investigation ~~and articles~~ of ~~association~~each dospecific target ~~not~~business ~~provide~~and athe ~~specified~~negotiation, ~~maximum~~drafting ~~redemption~~and ~~threshold.~~execution Asof arelevant ~~result~~agreements, wedisclosure ~~may~~documents beand ~~able~~other toinstruments ~~complete~~will ~~our initial business combination~~require ~~even though a~~ substantial ~~majority~~management oftime ~~our~~and ~~public~~attention ~~shareholders~~and dosubstantial ~~not~~costs ~~agree~~for ~~with~~accountants, ~~the~~attorneys ~~transaction~~ and ~~have~~others. ~~redeemed~~If ~~their shares or, if~~ we ~~seek~~decide ~~shareholder~~not ~~approval~~to ofcomplete ~~our~~a specific initial business combination, ~~and~~the docosts ~~not~~incurred ~~conduct~~up ~~redemptions~~to inthat ~~connection~~point ~~with~~for ~~our~~the ~~initial~~proposed ~~business combination~~transaction ~~pursuant~~likely towould ~~the~~not ~~tender~~be ~~offer rules~~recoverable. Furthermore, ~~have~~if ~~entered~~we ~~into~~reach ~~privately~~an ~~negotiated~~agreement ~~agreements~~relating to ~~sell~~a ~~their~~specific ~~shares~~target business, we may fail to complete our ~~sponsor, directors,~~initial ~~officers,~~business ~~advisors~~combination for or any number of ~~their~~reasons ~~affiliates~~including those beyond our control. InAny ~~the~~such event ~~the~~will ~~aggregate~~result ~~cash~~in ~~consideration~~a weloss ~~would~~to beus ~~required~~of tothe ~~pay~~related ~~for~~costs incurred ~~all~~which ~~public~~could ~~shares~~materially ~~that~~adversely ~~are~~affect ~~validly~~subsequent ~~submitted~~attempts ~~for~~to ~~redemption~~locate ~~plus~~and ~~any~~acquire ~~amount~~or ~~required~~merge towith ~~satisfy~~another ~~cash~~business. ~~conditions~~If ~~pursuant~~we tohave ~~the~~not ~~terms~~completed ofour ~~the~~initial ~~proposed~~ business combination ~~exceed~~within the ~~aggregate~~required ~~amount~~time ofperiod, ~~cash~~our ~~available~~public toshareholders ~~us,~~may wereceive ~~will~~only ~~not~~approximately ~~complete~~$10.10 ~~the~~per ~~business combination~~share, or ~~redeem~~less ~~any~~in ~~shares~~certain circumstances, ~~and~~on ~~all~~the ~~ordinary~~liquidation ~~shares~~of ~~submitted~~our ~~for~~trust ~~redemption~~account ~~will be returned to the holders thereof,~~ and weour ~~instead~~warrants ~~may~~will ~~search for~~expire ~~an alternate business combination~~worthless.

InWe ~~order~~may tohave ~~effectuate~~limited anability ~~initial~~to ~~business combination,~~assess ~~blank check companies have, in~~ the management ~~past,~~of ~~amended~~a ~~various~~prospective ~~provisions~~target ofbusiness ~~their charters~~ and, ~~modified~~as ~~governing~~a ~~instruments~~result, ~~including~~ ~~their~~may ~~warrant~~affect ~~agreements.~~our Weinitial ~~cannot~~business ~~assure~~combination ~~you~~with ~~that~~a wetarget ~~will~~business ~~not~~whose management ~~seek~~may tonot ~~amend~~have ~~our~~the ~~amended~~skills, ~~and~~qualifications ~~restated memorandum and articles of association~~ or ~~governing~~abilities ~~instruments~~to inmanage a ~~manner~~public ~~that will make it easier for us to complete our initial business combination that some of our shareholders may not support~~company.

InWhen ~~order~~evaluating ~~to effectuate an initial business combination, blank check companies have, in~~ the ~~recent~~desirability ~~past, amended various provisions~~ of ~~their charters and modified governing instruments, including~~effecting ~~their~~our ~~warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an~~ initial business combination ~~and,~~ with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association requires at least a ~~special~~prospective ~~resolution~~target of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (1) holders of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s ordinary shares who attend and vote at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be approved either by holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting (i.e. the lowest threshold permissible under Cayman Islands law) (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial business ~~combination~~, ~~which require the approval of a majority of at least 90% of~~ our ~~ordinary~~ability shares attending and voting in a general meeting), or by a unanimous written resolution of all of our shareholders. The warrant agreement provides that (a) the terms of the public warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to ~~conform~~assess the ~~provisions~~target ~~of the warrant agreement to the description of the terms of the public warrants and the warrant agreement set forth in this Annual Report, or defective provision (ii) removing or reducing the Company~~business’s ~~ability~~management to redeem the public warrants and, if applicable, a corresponding amendment to the Company’s ability to redeem the private placement warrants or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may ~~deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered~~ ~~holders of the public warrants under the warrant agreement in any material respect, (b) the terms of the warrants may~~ be ~~amended with~~limited ~~the~~due ~~vote~~to ~~or written consent of at least 50% of the then outstanding public warrants and private placement warrants, voting together as~~ a ~~single~~lack class, to allow for the warrants to be, or continue to be, as applicable, classified as equity in our financial statements and (c) all other modifications or amendments to our warrant agreement with respect to (i) the public warrants require the vote or written consent of holders of at least 50% of the then outstanding public warrants, and (ii) the private placement warrants require the vote or written consent of holders of at least 50% of the then outstanding private placement warrants. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association or governing instruments, including the warrant agreement, or extend the time to consummate an initial business combination in order to effectuate our initial business combination. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration statement, weresources ~~would register,~~ or ~~seek an exemption from registration for, the affected securities~~information.

19Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any shareholder or warrant holder who chooses to remain a shareholder or warrant holder, respectively, following our initial business combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

~~Certain~~The ~~provisions~~directors ofand ~~our~~officers ~~amended~~of ~~and~~an ~~restated~~acquisition candidate ~~memorandum~~may ~~and~~resign ~~articles~~upon completion of ~~association~~our ~~that~~initial ~~relate~~business tocombination. ~~our~~The ~~pre-~~departure of a business combination ~~activity~~target’s ~~(and~~key ~~corresponding~~personnel ~~provisions~~could negatively ofimpact the ~~agreement governing~~operations ~~the~~and ~~release~~profitability of ~~funds from~~ our ~~trust~~post-combination ~~account)~~business. ~~may~~The berole ~~amended~~of ~~with~~an ~~the~~acquisition ~~approval~~candidate’s ofkey personnel ~~holders~~upon ofthe atcompletion ~~least two-thirds~~ of our ~~ordinary shares~~initial ~~who~~business ~~attend~~combination ~~and~~cannot ~~vote~~be ascertained at athis ~~general~~time. ~~meeting,~~Although ~~which~~we iscontemplate ~~a lower amendment threshold than~~ that certain members of ~~some~~an ~~other~~acquisition ~~blank~~candidate’s ~~check~~management ~~companies.~~team ~~It may~~will beremain ~~easier~~associated ~~for~~with ~~us,~~the ~~therefore,~~acquisition tocandidate ~~amend~~following our ~~amended~~initial business ~~and~~combination, ~~restated~~it ~~memorandum~~is ~~and~~possible ~~articles~~that members of ~~association and~~ the ~~trust~~management ~~agreement to facilitate the completion~~ of an ~~initial~~acquisition ~~business~~candidate ~~combination~~will ~~that~~not ~~some~~wish ofto ~~our~~remain ~~shareholders~~in ~~may not support~~place.

Our amended and restated memorandum and articles of association provide that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the sale of private placement securities into the trust account and not release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our ordinary shares who attend and vote in a general meeting, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our ordinary shares (other than amendments relating to provisions governing the appointment or removal of directors prior to our initial business combination, which require the approval of a majority of at least 90% of our ordinary shares attending and voting in a general meeting). Our initial shareholders, who collectively beneficially own approximately 25% of our ordinary shares, may participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not agree. In certain circumstances, our shareholders may pursue remedies against us for any breach of our amended and restated memorandum and articles of association.19

We may beissue ~~unable~~notes toor ~~obtain~~other ~~additional~~debt ~~financing~~securities, or otherwise incur substantial debt, to complete ~~our~~a ~~initial~~ business combination, orwhich tomay ~~fund~~adversely ~~the~~affect ~~operations~~our leverage and ~~growth~~financial ofcondition and athus ~~target~~negatively ~~business,~~impact ~~which~~the ~~could~~value ~~compel~~of usour toshareholders’ ~~restructure or~~investment ~~abandon~~in ~~a particular business combination~~us.

Although we ~~believe~~have ~~that~~no ~~the~~commitments ~~net~~as ~~proceeds~~ of ~~our initial public offering and~~ the ~~sale~~ date of ~~the~~this ~~private~~Annual ~~placement~~Report ~~securities will be sufficient~~ to ~~allow~~issue usany tonotes ~~complete~~or ~~our~~other ~~initial~~debt ~~business combination~~securities, ~~because~~or weto ~~have~~otherwise ~~not~~incur ~~yet~~outstanding ~~selected~~debt, ~~any target business~~ we ~~cannot~~may ~~ascertain~~choose ~~the~~to ~~capital~~incur ~~requirements for any particular transaction.~~substantial Ifdebt ~~the net proceeds of our initial public offering prove~~ to becomplete ~~insufficient, either because of the size of~~ our initial business combination~~, the~~. ~~depletion~~We ofhave ~~the~~agreed ~~available~~that ~~net~~we ~~proceeds~~will innot ~~search~~incur ofany aindebtedness ~~target~~unless ~~business,~~we ~~the~~have ~~obligation~~obtained tofrom the ~~redeem~~lender ~~for cash~~ a ~~significant~~waiver ~~number~~ of ~~shares~~ ~~from~~any ~~shareholders~~right, ~~who~~title, ~~elect~~interest ~~redemption in connection with our initial business combination~~ or ~~the~~claim ~~terms~~ of ~~negotiated~~any ~~transactions to~~kind ~~purchase shares~~ in ~~connection~~or ~~with our initial business combination, we may be required~~ to ~~seek~~the ~~additional~~monies ~~financing~~held in the ~~form~~trust ~~of proceeds~~account. ofAs ~~the sale of our shares in connection with our initial business combination~~such, ~~shares~~no ~~issued to the owners~~ issuance of ~~the target,~~ debt ~~issued~~ towill ~~bank~~affect ~~or other lenders or~~ the ~~owners~~per-share ofamount ~~the~~available ~~target,~~for ~~other~~redemption ~~securities~~from ~~issuances, or a combination of~~ the ~~foregoing~~trust account. ~~We cannot assure you that such financing will be available on acceptable terms~~Nevertheless, ~~if at all. To~~ the ~~extent~~incurrence ~~that~~of ~~additional~~debt ~~financing~~could ~~proves to be~~have ~~unavailable~~a ~~when~~variety ~~needed~~of tonegative ~~complete our initial business combination~~effects, ~~we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate.~~including:

In● ~~addition,~~default ~~even~~and ifforeclosure weon ~~do not need additional financing to complete~~ our ~~initial~~assets ~~business~~if combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our ~~directors,~~operating ~~officers~~revenues ~~or shareholders is required to provide any financing to us in connection with or~~ after ~~our~~an initial business ~~combination.~~ ~~If we have not completed our initial business~~ combination ~~within~~are ~~the~~insufficient ~~required~~to ~~time~~repay ~~period,~~ our ~~public~~debt ~~shareholders may receive only approximately $10.10 per share, or less in certain circumstances, on the liquidation of our trust account, and our warrants will expire worthless.~~obligations;

~~Because~~● acceleration of our obligations to repay the indebtedness even if we ~~must~~make ~~furnish~~all ~~our~~principal ~~shareholders with~~and ~~target~~interest ~~business~~payments ~~financial~~when ~~statements,~~due if we ~~may~~breach ~~lose~~certain covenants that require the ~~ability~~maintenance toof ~~complete~~certain anfinancial ~~otherwise~~ratios ~~advantageous~~or ~~initial~~reserves ~~business~~without ~~combination with~~a ~~some~~waiver ~~prospective~~or ~~target~~renegotiation ~~businesses.~~of that covenant;

~~The~~● ~~federal~~our ~~proxy~~immediate ~~rules~~payment ~~require~~of ~~that~~all aprincipal ~~proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical~~ and~~/or~~ ~~pro~~accrued ~~forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents~~interest, ~~whether~~if ~~or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with~~any, orif ~~be reconciled to, accounting principles generally accepted in~~ the ~~United States~~debt ofis ~~America,~~payable ~~or U.S. GAAP, or international financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending~~ on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.demand;

20● our inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while the debt is outstanding;

~~Compliance~~● ~~obligations~~our ~~under~~inability ~~the~~to ~~Sarbanes-Oxley Act~~pay ~~may~~dividends ~~make~~on ~~it more difficult for us to effectuate~~ our ~~initial~~ordinary ~~business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.~~shares;

~~Section 404~~● ofusing ~~the~~a ~~Sarbanes-Oxley~~substantial ~~Act~~portion ~~requires that we evaluate and report on our system~~ of ~~internal controls beginning with~~ our ~~Annual~~cash ~~Report~~flow ~~on Form 10-K for the year ending December 31, 2025. Only in the event we are deemed~~ to bepay aprincipal ~~large accelerated filer or an accelerated filer,~~ and nointerest ~~longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement~~ on our ~~internal~~debt, ~~control~~which ~~over~~will ~~financial~~reduce ~~reporting. The fact that we are a blank check company makes compliance with~~ the ~~requirements~~funds ~~of the~~available ~~Sarbanes-Oxley~~for ~~Act~~dividends ~~particularly burdensome~~ on ~~us as compared to other public companies because a target business with which we seek to complete~~ our ~~initial~~ordinary ~~business~~shares ~~combination~~if ~~may~~declared, ~~not~~expenses, becapital inexpenditures, ~~compliance~~acquisitions with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and ~~costs~~other ~~necessary~~general tocorporate ~~complete any such acquisition.~~purposes;

~~After~~● ~~our~~limitations ~~initial~~on ~~business combination,~~ our ~~results~~flexibility ofin ~~operations~~planning for and ~~prospects~~reacting ~~could be subject,~~ to achanges ~~significant~~in ~~extent,~~our tobusiness ~~the economic, political, social~~ and ~~government policies, developments and conditions~~ in the ~~country~~industry in which we operate.;

~~The~~● ~~economic,~~increased ~~political~~vulnerability ~~and~~to ~~social~~adverse ~~conditions, as~~changes ~~well as government policies, of the country~~ in ~~which~~general ~~our operations are located could affect our business. Economic growth could be uneven~~economic, ~~both~~industry ~~geographically~~ and ~~among~~competitive ~~various~~conditions ~~sectors of the economy~~ and ~~such~~adverse ~~growth~~changes ~~may not be sustained~~ in ~~the~~government ~~future.~~regulation; If in the future such country’s economy experiences a downturn or grows at a slower rate than expected, there may be less demand for spending in certain industries. A decrease in demand for spending in certain industries could materially and adversely affect our ability to find an attractive target business with which to consummate our initial business combination and if we effect our initial business combination, the ability of that target business to become profitable.

~~The~~● ~~outbreak~~limitations ofon ~~infectious~~our ~~diseases,~~ability ~~endemics, pandemics~~to ~~and~~borrow ~~other~~additional ~~public~~amounts ~~health~~for ~~crises~~expenses, ~~and~~capital ~~the~~expenditures, ~~impact~~acquisitions, ~~on businesses and~~ debt ~~and~~service ~~equity~~requirements, ~~markets~~execution ~~could~~of ~~have a material adverse effect on~~ our ~~search~~strategy ~~for~~and another ~~initial~~purposes ~~business combination,~~ and ~~any~~other ~~target~~disadvantages ~~business~~compared ~~with~~to ~~which~~our wecompetitors ~~ultimately~~who ~~consummate~~have anless ~~initial business combination~~debt.

~~Beginning~~We in late 2019, the COVID-19 pandemic caused substantial disruption to global economies and markets and, since then, the virus has continued to spread on a global scale. A significant outbreak of the COVID-19 and other infectious diseases, including the resurgence or variants thereof, could result in a widespread health crisis that could adversely affect economies and financial markets worldwide, business operations and the conduct of commerce generally and could have a material adverse effect on the business of any potential target business with which we complete a business combination. Furthermore, we may be ~~unable~~able to complete aonly ~~business~~one business combination ~~if continued concerns relating to COVID-19 or other public health crises restrict travel, limit the ability to have meetings~~ with ~~potential investors or~~ the ~~target~~proceeds ~~company’s~~of personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner or even to conduct requisite due diligence. In addition, countries or supranational organizations in our ~~target~~initial markets may develop and implement legislation that makes it more difficult or impossible for entities outside such countries or target markets to acquire or otherwise invest in companies or businesses deemed essential or otherwise vital. The extent to which COVID-19 or other public ~~health~~offering ~~crises impact our search for a business combination will depend on future developments, which are highly uncertain~~ and ~~cannot be predicted, including new information which may emerge concerning~~ the ~~severity~~ ~~and~~sale ~~new variants~~ of ~~COVID-19 and~~ the ~~actions~~private toplacement ~~contain COVID-19 or treat its impact~~securities, ~~among~~which ~~others. While vaccines for COVID-19 have been developed, there is no guarantee that such vaccines~~ will because ~~durable.~~us The treatment or vaccine for COVID-19 and any potentially emerging variants may be ineffective or underutilized. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, our ability to ~~consummate a business combination, or the operations of a target business with which we~~ ~~ultimately consummate a business combination, may~~ be ~~materially~~solely ~~adversely affected. In addition, our ability to consummate a transaction may be~~ dependent on ~~the~~a ~~ability~~single tobusiness ~~raise equity and debt financing~~ which may behave ~~impacted by COVID-19 and other public health events, including as~~ a ~~result~~limited number of ~~increased~~products ~~market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us~~ or ~~at all~~services. ~~Finally,~~This ~~the~~lack ~~outbreak~~ of ~~COVID-19~~diversification ~~or the emergence of new or other public health crises~~ may ~~also have the effect of heightening~~negatively ~~many~~impact ofour ~~the~~operations ~~other~~and ~~risks described in this “Risk Factors” section~~profitability.

21The gross proceeds from our initial public offering and the sale of the private placement securities are or approximately $179.2 million that we may use to complete our initial business combination (which includes up to $6,900,000 of deferred underwriting commissions being held in the trust account, and excludes estimated offering expenses of $600,000 (other than underwriting commissions) relating to our initial public offering)).

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

We● ~~may~~solely ~~issue~~dependent ~~our~~upon ~~shares~~the toperformance ~~investors~~of ~~in connection~~a ~~with~~single ~~our initial~~ business, ~~combination~~property ator aasset; ~~price which is less than the prevailing market price of our shares at that time.~~or

In● ~~connection~~dependent ~~with~~upon ~~our~~the ~~initial~~development ~~business~~or ~~combination, we~~market ~~may~~acceptance ~~issue shares to investors in private placement transactions (so-called PIPE transactions). The purpose~~ of ~~such~~a ~~issuances~~single ~~will~~or ~~be to~~limited ~~enable~~number ~~us to provide sufficient liquidity to the post-business combination entity. The price~~ of ~~the shares we issue may therefore be less~~products, ~~and~~processes ~~potentially~~or ~~significantly less, than the market price for our shares at such time~~services.

~~There~~This islack ~~currently~~of nodiversification ~~market~~may ~~for~~subject ~~our~~us ~~securities~~to numerous economic, competitive and aregulatory ~~market~~risks, ~~for~~any ~~our~~or ~~securities~~all of which may ~~not~~have ~~develop,~~a ~~which~~substantial ~~would~~adverse ~~adversely~~impact ~~affect~~upon the ~~liquidity~~particular ~~and~~industry in ~~price~~which ofwe may operate subsequent to our ~~securities~~initial business combination.

There is currently no market for our securities. Shareholders therefore have no access to information about prior market history on which to base their investment decision. Following our initial public offering, the price of our securities may vary significantly due to one or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for our securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.20

If awe ~~shareholder~~are ~~fails~~unable to ~~receive~~complete ~~notice~~the proposed ofbusiness ~~our~~combination ~~offer~~with toCTR, ~~redeem~~we ~~our~~may ~~public~~attempt ~~shares~~to insimultaneously ~~connection~~complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination, orand ~~fails~~give rise to ~~comply~~increased ~~with~~costs ~~the~~and ~~procedures~~risks ~~for tendering~~that ~~its~~could ~~shares,~~negatively ~~such~~impact our ~~shares~~operations ~~may~~and ~~not be redeemed~~profitability.

WeIf ~~will~~we ~~comply~~determine ~~with~~to ~~the~~simultaneously ~~tender~~acquire ~~offer~~several businesses ~~rules~~that ~~or proxy~~are ~~rules,~~owned asby ~~applicable~~different sellers, ~~when~~we ~~conducting~~will ~~redemptions~~need infor ~~connection~~each ~~with~~of ~~our~~such ~~initial~~sellers ~~business~~to ~~combination.~~agree ~~Despite~~that our ~~compliance~~purchase ~~with these~~of ~~rules,~~its ifbusiness ais ~~shareholder~~contingent on ~~fails~~the tosimultaneous ~~receive~~closings ~~our~~of ~~tender~~the ~~offer~~other orbusiness ~~proxy materials~~combinations, aswhich ~~applicable, such shareholder~~ may ~~not~~make ~~become~~it ~~aware of~~more ~~the~~difficult ~~opportunity~~for tous, ~~redeem~~and ~~its~~delay ~~shares.~~our ~~In addition~~ability, ~~the~~to ~~tender~~complete our ~~offer~~initial ~~documents~~business orcombination. ~~proxy~~With ~~materials,~~multiple asbusiness ~~applicable~~combinations, ~~that~~ we ~~will~~could ~~furnish to~~also ~~holders~~face ofadditional ~~our~~risks, ~~public~~including ~~shares~~additional inburdens and ~~connection~~costs with ~~our~~respect ~~initial~~to ~~business~~possible ~~combination~~multiple ~~will~~negotiations ~~describe~~and ~~the~~due ~~various~~diligence ~~procedures~~investigations ~~that~~(if ~~must~~there ~~be complied~~are ~~with~~multiple insellers) ~~order~~and tothe ~~validly~~additional risks ~~tender~~associated orwith ~~redeem~~the ~~public~~subsequent ~~shares.~~assimilation Inof the ~~event~~operations ~~that~~and aservices ~~shareholder~~or ~~fails~~products toof ~~comply~~the ~~with~~acquired ~~these~~companies ~~procedures, its~~in ~~shares~~a ~~may~~single ~~not~~operating business. beIf ~~redeemed.~~we ~~See~~are ~~“Proposed~~unable ~~Business — Effecting~~to ~~Our~~adequately ~~Initial~~address ~~Business~~these ~~Combination — Tendering share~~risks, ~~certificates~~it incould ~~connection~~negatively ~~with~~impact aour ~~tender~~profitability ~~offer~~and orresults ~~redemption~~of ~~rights~~operations.”

~~You~~We ~~will~~may ~~not~~attempt ~~have~~to ~~any~~complete ~~rights~~our orinitial ~~interests~~business incombination ~~funds~~with ~~from~~a ~~the~~private ~~trust~~company ~~account,~~about ~~except~~which ~~under~~little ~~certain~~information ~~limited~~is ~~circumstances.~~available, Towhich ~~liquidate~~may ~~your~~result ~~investment,~~in ~~therefore,~~a ~~you~~business ~~may~~combination bewith ~~forced~~a company tothat ~~sell~~is ~~your~~not ~~public~~as ~~shares~~profitable ~~and/or~~as ~~warrants~~we suspected, ~~potentially~~if at ~~a loss~~all.

~~Our~~In ~~public~~pursuing ~~shareholders~~our ~~will~~acquisition bestrategy, ~~entitled~~we tomay ~~receive~~seek ~~funds from the trust account only upon the earliest~~ to ~~occur~~effectuate ~~of: (1)~~ our ~~completion of an~~ initial business combination, ~~and then only in connection~~ with ~~those~~a ~~Class A~~privately ~~ordinary~~held ~~shares~~company. ~~that~~Very ~~such~~little ~~shareholder~~public ~~properly~~information ~~elected~~generally toexists ~~redeem,~~about ~~subject to the limitations~~private ~~described~~companies, ~~herein;~~and ~~(2) the~~we ~~redemption~~could ofbe ~~any~~required ~~public shares properly submitted in connection with a shareholder vote~~ to ~~amend~~make our ~~amended and~~decision ~~restated~~on ~~memorandum~~whether ~~and articles of association (A)~~ to ~~modify~~pursue ~~the~~a ~~substance~~potential ~~or timing of our obligation to allow redemption in connection with our~~ initial business combination oron tothe ~~redeem~~basis ~~100%~~ of ~~our public shares if we do not complete our initial business combination~~ bylimited ~~July 16~~information, ~~2026~~which ~~or such earlier liquidation date as our board of directors~~ may ~~approve,~~result orin ~~any~~a ~~Extension Period, or (B) with respect to any other provision relating to shareholders’ rights or pre-initial~~ business combination ~~activity;~~with ~~and~~a ~~(3) the~~company ~~redemption of~~that ~~our~~is ~~public shares if we have~~ not ~~completed~~as anprofitable ~~initial business combination by July 16, 2026 or such earlier liquidation date~~ as ~~our board~~we ~~of directors may approve~~suspected, orif during any Extension Period, subject to applicable law. In no other circumstances will a shareholder have any right or interest of any kind to or in the trust account. Holders of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares and/or warrants, potentially at ~~a loss~~all.

22We do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our shareholders do not agree.

~~Nasdaq~~Our amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold. As a result, we may ~~delist~~be able to complete our ~~securities~~initial ~~from~~business ~~trading~~combination oneven ~~its~~though ~~exchange~~a substantial majority of our public shareholders do not agree with the transaction and have redeemed their shares or, ~~which~~if we ~~could~~seek ~~limit~~shareholder ~~investors’~~approval ~~ability~~of toour ~~make~~initial ~~transactions~~business combination and do not conduct redemptions in connection with our ~~securities~~initial ~~and~~business combination ~~subject~~pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our sponsor, directors, officers, advisors or any of their affiliates. In the event the aggregate cash consideration we would be required to pay for all public shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all ordinary shares submitted for redemption will be returned to ~~additional~~the ~~trading~~holders thereof, and we instead may search ~~restrictions~~for an alternate business combination.

~~Our~~In ~~units~~order ~~have~~to ~~been~~effectuate ~~approved~~an ~~for~~initial ~~listing~~business combination, onblank ~~Nasdaq on~~check orcompanies ~~promptly~~have, ~~after~~in the ~~date~~past, ofamended ~~this~~various ~~Annual~~provisions ~~Report~~of ~~and~~their ~~our~~charters ~~Class A ordinary shares~~ and ~~public~~modified ~~warrants~~governing ~~listed on or promptly after~~instruments, including their ~~date~~warrant ~~of separation~~agreements. ~~Although~~We ~~after giving effect to our initial public offering we met the minimum initial listing standards set forth in the Nasdaq listing standards, we~~ cannot assure you that ~~our~~we ~~securities~~ will ~~continue~~not toseek ~~be listed on Nasdaq in the future or prior~~ to ~~our~~amend ~~initial business combination. In order to continue listing~~ our ~~securities~~amended ~~on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution~~ and ~~stock~~restated ~~price~~memorandum ~~levels. In general, we must maintain an average global market capitalization~~ and ~~a minimum~~ articles of ~~400~~association ~~public~~or ~~holders.~~governing ~~Additionally,~~instruments in ~~connection~~a ~~with~~manner ~~our~~that ~~initial business combination, we~~ will bemake ~~required~~it toeasier ~~demonstrate compliance~~for ~~with~~us ~~Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order~~ to ~~continue~~complete ~~to maintain the listing of~~ our ~~securities~~initial onbusiness ~~Nasdaq.~~combination ~~For instance, our share price would generally be required to~~that besome ~~at least $4.00 per share and we would be required to have a minimum~~ of ~~400 round lot holders of~~ our ~~unrestricted~~shareholders ~~securities.~~may Wenot ~~cannot assure you that we will be able to meet those initial listing requirements at that time~~support.

IfIn ~~Nasdaq~~order ~~delists~~to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions of their charters and modified governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association requires at least a special resolution of our shareholders as a matter of Cayman Islands law. A resolution is deemed to be a special resolution as a matter of Cayman Islands law where it has been approved by either (1) holders of at least two-thirds (or any higher threshold specified in a company’s articles of association) of a company’s ordinary shares who attend and vote at a general meeting for which notice specifying the intention to propose the resolution as a special resolution has been given or (2) if so authorized by a company’s articles of association, by a unanimous written resolution of all of the company’s shareholders. Our amended and restated memorandum and articles of association provide that special resolutions must be approved either by holders of at least two-thirds of our ~~securities~~ordinary ~~from~~shares ~~trading~~who attend and vote at a general meeting (i.e. the lowest threshold permissible under Cayman onIslands ~~its~~law) ~~exchange~~(other than amendments relating to provisions governing the appointment or removal of directors prior to our initial business combination, which require the approval of a majority of at least 90% of our ordinary shares attending and wevoting ~~are~~in a general meeting), or by a unanimous written resolution of all of our shareholders. The warrant agreement provides that (a) the terms of the public warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the public warrants and the warrant agreement set forth in this Annual Report, or defective provision (ii) removing or reducing the Company’s ability to redeem the public warrants and, if applicable, a corresponding amendment to the Company’s ability to redeem the private placement warrants or (iii) adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and that the parties deem to not ~~able~~adversely affect the rights of the registered holders of the public warrants under the warrant agreement in any material respect, (b) the terms of the warrants may be amended with the vote or written consent of at least 50% of the then outstanding public warrants and private placement warrants, voting together as a single class, to ~~list~~allow for the warrants to be, or continue to be, as applicable, classified as equity in our ~~securities~~financial onstatements ~~another~~and ~~national~~(c) ~~securities~~all ~~exchange~~other modifications or amendments to our warrant agreement with respect to (i) the public warrants require the vote or written consent of holders of at least 50% of the then outstanding public warrants, and (ii) the private placement warrants require the vote or written consent of holders of at least 50% of the then outstanding private placement warrants. We cannot assure you that we ~~expect~~will ~~such~~not ~~securities~~seek ~~could~~to beamend our amended and restated memorandum ~~quoted~~and onarticles anof ~~over-~~association or governing instruments, including the~~-counter~~ ~~market~~warrant agreement, or extend the time to consummate an initial business combination in order to effectuate our initial business combination. IfTo ~~this~~the ~~were~~extent any of such amendments would be deemed to ~~occur~~fundamentally change the nature of any of the securities offered through this registration statement, we ~~could~~would ~~face~~register, ~~significant~~or ~~material~~seek ~~adverse~~an ~~consequences~~exemption from registration for, ~~including:~~the affected securities.

~~● a limited availability of market quotations for our securities;~~21

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

●Our aamended ~~determination~~and restated memorandum and articles of association provide that any of its provisions, including those related to pre-business combination activity (including the requirement to deposit proceeds of our ~~Class~~initial Apublic offering and the sale of private placement securities into the trust account and not release such amounts except in specified circumstances), may be amended if approved by holders of at least two-thirds of our ordinary shares ~~are~~who attend and vote in a ~~“penny~~general ~~stock”~~meeting, ~~which~~and ~~will~~corresponding ~~require~~provisions ~~brokers~~of ~~trading~~the intrust agreement governing the release of funds from our ~~Class~~trust account Amay be amended if approved by holders of 65% of our ordinary shares (other than amendments relating to ~~adhere~~provisions governing the appointment or removal of directors prior to ~~more~~our ~~stringent~~initial ~~rules~~business ~~and~~combination, ~~possibly~~which ~~result~~require the approval of a majority of at least 90% of our ordinary shares attending and voting in a ~~reduced~~general ~~level~~meeting). Our initial shareholders, who collectively beneficially own approximately 25% of ~~trading~~our ~~activity~~ordinary shares, may participate in any vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the ~~secondary~~discretion ~~trading~~to ~~market~~vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete our initial business combination with which you do not agree. In certain circumstances, our shareholders may pursue remedies against us for any breach of our ~~securities;~~amended and restated memorandum and articles of association.

●We amay ~~limited~~be ~~amount~~unable ofto ~~news~~obtain ~~and~~additional ~~analyst~~financing to ~~coverage;~~complete our initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a particular business combination.

●Although we believe that the net proceeds of our initial public offering and the sale of the private placement securities will be sufficient to allow us to complete our initial business combination, because we have not yet selected any target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a ~~decreased~~target ~~ability~~business, the obligation to ~~issue~~redeem for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing in the form of proceeds of the sale of our shares in connection with our initial business combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or ~~obtain~~a combination of the foregoing. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing inproves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the ~~future~~transaction or abandon that particular business combination and seek an alternative target business candidate.

~~The~~In ~~National Securities Markets Improvement Act of 1996~~addition, ~~which~~ iseven aif ~~federal~~we ~~statute,~~do ~~prevents~~not orneed ~~preempts~~additional financing ~~the states from regulating the sale of certain securities, which are referred~~ to ascomplete ~~“covered securities.” Because~~ our ~~units~~initial ~~are~~business ~~listed~~combination, ~~and~~we ~~eventually~~may ~~our~~require ~~Class A~~such ~~ordinary~~financing ~~shares~~to ~~and~~fund ~~public~~the ~~warrants~~operations ~~will~~or begrowth ~~listed,~~of ~~on Nasdaq,~~the ~~our~~target ~~units~~business. The ~~qualify,~~failure ~~and~~to ~~our~~secure ~~Class A~~additional ~~ordinary~~financing ~~shares~~could ~~and~~have ~~public~~a ~~warrants~~material ~~will~~adverse ~~qualify,~~effect ason ~~covered securities under such statute. Although~~ the ~~states~~continued ~~are~~development ~~preempted~~or ~~from~~growth ~~regulating the sale~~ of ~~covered securities,~~ the ~~federal~~target ~~statute does allow the states to investigate~~business. ~~companies~~None ~~if there is a suspicion~~ of ~~fraud,~~our ~~and~~directors, ifofficers ~~there~~or shareholders is arequired ~~finding~~to ofprovide ~~fraudulent~~any ~~activity,~~financing ~~then~~to ~~the~~us ~~states~~in ~~can~~connection ~~regulate~~with or ~~bar~~after ~~the sale~~our ofinitial ~~covered securities in a particular case~~business combination. ~~While~~If we ~~are~~have not ~~aware~~completed ofour ainitial ~~state~~business ~~having~~combination ~~used~~within ~~these powers to prohibit or restrict~~ the ~~sale~~ ofrequired ~~securities~~time ~~issued by blank check companies~~period, ~~other~~our ~~than~~public ~~the~~shareholders ~~State~~may ~~of Idaho, certain state securities regulators view blank check~~receive ~~companies~~only ~~unfavorably~~approximately ~~and~~$10.10 ~~might~~per ~~use these powers~~share, or ~~threaten~~less toin ~~use~~certain ~~these powers~~circumstances, toon ~~hinder~~ the ~~sale~~liquidation of ~~securities~~our oftrust ~~blank check companies in their states. Further~~account, ifand ~~we were no longer listed on Nasdaq,~~ our ~~securities~~warrants ~~would not qualify as covered securities under such statute~~will ~~and~~expire ~~we would be subject to regulation in each state in which we offer our securities~~worthless.

IfBecause we ~~seek~~must ~~shareholder~~furnish ~~approval of~~ our ~~initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of~~ shareholders ~~are~~with ~~deemed~~target tobusiness ~~hold~~financial ~~in excess of 15% of our Class A ordinary shares~~statements, ~~you~~we ~~will~~may lose the ability to ~~redeem~~complete ~~all~~an ~~such~~otherwise ~~shares~~advantageous ininitial ~~excess~~business combination ofwith ~~15%~~some ofprospective ~~our~~target ~~Class A ordinary shares~~businesses.

IfThe wefederal ~~seek~~proxy ~~shareholder~~rules ~~approval~~require ofthat ~~our~~a ~~initial~~proxy statement ~~business~~with ~~combination~~respect ~~and~~to wea dovote ~~not~~on ~~conduct~~a ~~redemptions in connection with our initial~~ business combination ~~pursuant~~meeting tocertain ~~the~~financial ~~tender~~significance ~~offer rules,~~tests ~~our~~include ~~amended~~historical and/or ~~restated~~pro ~~memorandum~~forma ~~and~~financial statement ~~articles~~disclosure ofin ~~association~~periodic ~~provide~~reports. ~~that~~We awill ~~public~~include ~~shareholder,~~the ~~together~~same ~~with~~financial ~~any~~statement ~~affiliate of~~disclosure ~~such~~in ~~shareholder~~connection ~~or any other person~~ with ~~whom~~our ~~such~~tender ~~shareholder~~offer documents, iswhether ~~acting in concert~~ or asnot athey ~~“group”~~are ~~(as~~required ~~defined~~ under ~~Section 13~~ of the ~~Exchange Act),~~tender ~~will~~offer berules. ~~restricted~~These ~~from~~financial ~~redeeming~~statements ~~its~~may ~~shares~~be ~~with~~required ~~respect~~ to ~~more~~be ~~than~~prepared ~~an aggregate of 15%~~in ofaccordance ~~the~~with, ~~shares~~or ~~sold~~be inreconciled ~~our initial public offering~~to, ~~which~~accounting weprinciples ~~refer~~generally toaccepted asin the ~~“Excess~~United ~~Shares,”~~States ~~without~~of ~~our~~America, ~~prior~~or ~~consent~~U.S. ~~However~~GAAP, we ~~would not be restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for~~ or ~~against our initial~~international ~~business~~financial ~~combination.~~reporting ~~Your~~standards ~~inability~~as toissued ~~redeem~~by the ~~Excess~~International ~~Shares~~Accounting ~~will~~Standards ~~reduce~~Board, ~~your~~or ~~influence~~IFRS, ~~over~~depending ~~our~~on ~~ability~~the tocircumstances ~~complete~~and ~~our initial business~~the ~~combination~~historical ~~and~~financial ~~you~~statements ~~could~~may ~~suffer~~be arequired ~~material~~to ~~loss~~be onaudited ~~your investment~~ in usaccordance ifwith ~~you~~the ~~sell~~standards ~~Excess~~of ~~Shares~~the inPublic ~~open~~Company ~~market~~Accounting ~~transactions.~~Oversight Board ~~Additionally~~(United States), ~~you~~ ~~will~~or ~~not~~PCAOB. ~~receive~~These ~~redemption~~financial ~~distributions~~statement ~~with~~requirements ~~respect~~may tolimit the ~~Excess~~pool ~~Shares~~of ifpotential wetarget ~~complete~~businesses ~~our~~we ~~initial~~may ~~business combination. And as~~acquire abecause ~~result,~~some ~~you~~targets ~~will~~may ~~continue~~be unable to ~~hold~~provide ~~that~~such ~~number~~financial ofstatements ~~shares~~in ~~exceeding~~time ~~15%~~for ~~and,~~us into ~~order~~disclose tosuch ~~dispose~~financial ofstatements ~~such~~in ~~shares,~~accordance with ~~would~~federal beproxy ~~required~~rules ~~to sell~~and ~~your~~complete ~~shares~~our ininitial ~~open~~business ~~market~~combination ~~transactions,~~within ~~potentially~~the atprescribed atime ~~loss~~frame.

2322

IfCompliance ~~third~~obligations ~~parties~~under ~~bring~~the ~~claims~~Sarbanes-Oxley Act ~~against~~may make it more difficult for us~~, the~~ ~~proceeds~~to ~~held~~effectuate inour ~~the~~initial ~~trust~~business ~~account~~combination, ~~could~~require besubstantial ~~reduced~~financial and ~~the~~management ~~per-share~~resources, and ~~redemption~~increase ~~amount~~the ~~received~~time byand ~~shareholders~~costs ~~may~~of becompleting ~~less~~an ~~than $10~~acquisition.~~10 per share.~~

~~Our~~Section ~~placing~~404 of ~~funds in~~ the ~~trust~~Sarbanes-Oxley ~~account~~Act ~~may~~requires ~~not~~that ~~protect~~we ~~those~~evaluate ~~funds~~and ~~from~~report ~~third-party~~on ~~claims~~our ~~against~~system ~~us.~~of ~~Although~~internal wecontrols ~~will~~beginning ~~seek~~with toour ~~have~~Annual ~~all~~Report ~~vendors,~~on ~~service~~Form ~~providers~~10-K ~~(other~~for ~~than~~the ~~our independent~~year ~~registered~~ending ~~public accounting firm)~~December 31, ~~prospective~~2025. ~~target~~Only ~~businesses~~in ~~and~~the ~~other~~event ~~entities~~we ~~with~~are ~~which~~deemed weto dobe ~~business~~a ~~execute~~large ~~agreements with~~accelerated usfiler ~~waiving~~or ~~any~~an ~~right,~~accelerated ~~title~~filer, ~~interest~~and orno ~~claim~~longer ofqualify ~~any~~as ~~kind~~an inemerging growth orcompany, towill ~~any~~we ~~monies~~be ~~held~~required into ~~the~~comply ~~trust~~with ~~account for~~ the ~~benefit~~independent ofregistered ~~our~~ public ~~shareholders,~~ ~~such~~accounting ~~parties~~firm ~~may~~attestation ~~not~~requirement ~~execute~~on ~~such~~our ~~agreements,~~internal control orover ~~even~~financial ifreporting. ~~they~~The ~~execute~~fact ~~such~~that ~~agreements~~we ~~they~~are ~~may~~a ~~not~~blank becheck ~~prevented~~company ~~from~~makes ~~bringing claims~~compliance ~~against~~with the ~~trust~~requirements ~~account, including, but not limited to, fraudulent inducement, breach~~ of ~~fiduciary~~the ~~responsibility~~Sarbanes-Oxley Act orparticularly ~~other~~burdensome ~~similar claims,~~on asus ~~well~~ as ~~claims~~compared ~~challenging~~to ~~the~~other ~~enforceability~~public ofcompanies ~~the~~because ~~waiver,~~a intarget ~~each~~business ~~case~~with inwhich ~~order~~we toseek ~~gain advantage with respect~~ to acomplete ~~claim against~~ our ~~assets,~~initial business ~~including~~combination ~~the~~may ~~funds~~not ~~held~~be in ~~the~~compliance ~~trust~~with ~~account.~~the Ifprovisions ~~any~~of ~~third~~the ~~party~~Sarbanes-Oxley ~~refuses~~Act toregarding ~~execute~~adequacy anof ~~agreement~~its ~~waiving~~internal ~~such claims~~controls. toThe ~~the~~development ~~monies~~of ~~held in~~ the ~~trust~~internal ~~account,~~control ~~our management will perform an analysis~~ of ~~the~~any ~~alternatives~~such ~~available~~entity to itachieve ~~and~~compliance ~~will enter into an agreement~~ with athe ~~third~~Sarbanes-Oxley ~~party~~Act ~~that~~may ~~has~~increase ~~not~~the ~~executed~~time aand costs ~~waiver~~necessary ~~only~~to ifcomplete ~~management~~any ~~believes that~~ such ~~third party’s engagement would be in the best interests of the company under the circumstances~~acquisition.

~~Examples~~After ofour ~~possible~~initial ~~instances~~business ~~where we may engage~~combination, aour ~~third~~results ~~party that refuses to execute a waiver include the engagement~~ of aoperations ~~third-party~~and ~~consultant~~prospects ~~whose~~could ~~particular expertise or skills are believed by management to~~ be ~~significantly~~ ~~superior~~subject, to ~~those of other consultants that would agree to execute~~ a ~~waiver~~significant ~~or in cases where we are unable to find a service provider willing to execute a waiver. In addition~~extent, ~~there is no guarantee that such entities will agree~~ to ~~waive any claims they may have in~~ the ~~future as a result of~~economic, ~~or arising out of~~political, ~~any~~social ~~negotiations, contracts or agreements with us~~ and ~~will~~government ~~not seek recourse against the trust account for any reason. Upon redemption of our public shares~~policies, ~~if we have not completed~~ ~~our~~developments ~~initial~~and ~~business~~conditions ~~combination~~in ~~within~~ the ~~required~~country ~~time period, or upon the exercise of a redemption right~~ in ~~connection~~which ~~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~~operate. ~~Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.10 per public share initially held in the trust account, due to claims of such creditors.~~

~~Our~~The ~~sponsor~~economic, ~~has~~political ~~agreed that it will be liable to us if~~ and tosocial ~~the extent any claims by a third party (other than our independent registered public accounting firm) for services rendered or products sold to us~~conditions, ~~or a prospective target business with which we have discussed entering into a transaction agreement, reduce the~~ ~~amount~~as ofwell ~~funds in the trust account to below (1) $10.10 per public share or (2) such lesser amount per public share held in the trust account~~ as ofgovernment ~~the~~policies, ~~date~~ of the ~~liquidation~~country ~~of the trust account due to reductions~~ in ~~the~~which ~~value~~our ofoperations ~~the~~are ~~trust~~located ~~assets,~~could inaffect ~~each~~our ~~case net~~business. ofEconomic ~~interest~~growth ~~which~~could ~~may~~ be ~~withdrawn to pay taxes~~ uneven, ~~except~~both asgeographically toand ~~any~~among ~~claims~~various bysectors ~~a third party who executed a waiver~~ of ~~any and all rights to seek access to~~ the ~~trust~~economy ~~account~~ and ~~except~~such asgrowth tomay ~~any~~not ~~claims~~be ~~under~~sustained ~~our~~in ~~indemnity of~~ the ~~underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act~~future. ~~Moreover,~~If in the ~~event~~future such ~~that~~country’s aneconomy ~~executed~~experiences ~~waiver~~a isdownturn ~~deemed to~~or begrows ~~unenforceable~~at ~~against~~ a ~~third~~slower ~~party,~~rate ~~our~~than ~~sponsor~~expected, ~~will~~there ~~not~~may be ~~responsible~~less todemand ~~the extent of any liability~~ for ~~such~~spending ~~third-party~~in certain ~~claims~~industries. We ~~have~~A ~~not~~decrease ~~independently~~in ~~verified~~demand ~~whether~~for ~~our~~spending ~~sponsor~~in ~~has~~certain ~~sufficient~~industries ~~funds~~could tomaterially ~~satisfy their respective indemnity obligations~~ and ~~believe that~~adversely ~~our~~affect ~~sponsor’s only assets are securities of~~ our ~~company.~~ability ~~Our sponsor may not have sufficient funds available~~ to ~~satisfy those~~find ~~obligations.~~an Weattractive ~~have~~target ~~not~~business ~~asked~~with ~~our~~which ~~sponsor~~ to ~~reserve~~consummate for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and ~~redemptions~~if ~~could be reduced to less than $10.10 per public share. In such event,~~ we ~~may~~effect ~~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.~~the ~~None~~ability of ~~our~~that ~~directors~~target orbusiness ~~officers~~to ~~will~~become ~~indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses~~profitable.

~~Our~~The ~~directors~~outbreak ~~may~~of ~~decide~~infectious ~~not~~diseases, ~~to enforce~~endemics, ~~the~~pandemics ~~indemnification~~and ~~obligations~~other ofpublic ~~our~~health ~~sponsor,~~crises ~~resulting~~and inthe aimpact ~~reduction~~on inbusinesses ~~the~~and ~~amount~~debt ofand ~~funds~~equity inmarkets ~~the~~could ~~trust~~have ~~account~~a ~~available~~material ~~for~~adverse ~~distribution~~effect toon our ~~public~~search ~~shareholders~~for an initial business combination, and any target business with which we ultimately consummate an initial business combination.

InBeginning ~~the~~in ~~event~~late ~~that~~2019, the ~~proceeds~~COVID-19 inpandemic caused substantial disruption to global economies and markets and, since then, the ~~trust~~virus ~~account~~has continued to spread on a global scale. A ~~are~~significant ~~reduced~~outbreak ~~below~~of the ~~lesser~~COVID-19 ofand ~~(1) $10.10~~other ~~per~~infectious ~~public~~diseases, ~~share~~including orthe ~~(2) such~~resurgence ~~lesser~~or ~~amount~~variants ~~per~~thereof, ~~share~~could ~~held~~result in ~~the~~a ~~trust~~widespread health ~~account~~crisis ~~as of~~that ~~the~~could ~~date~~adversely ofaffect economies and financial markets worldwide, business operations and the ~~liquidation~~conduct of ~~the~~commerce ~~trust~~generally and ~~account~~could ~~due~~have toa ~~reductions~~material inadverse effect on the ~~value~~business of ~~the~~any ~~trust~~potential ~~assets,~~target inbusiness ~~each~~with ~~case~~which ~~net~~we ofcomplete ~~interest~~a ~~which~~business combination. Furthermore, we may be ~~withdrawn~~unable ~~for~~to ~~working~~complete ~~capital~~a ~~purposes~~business ~~and~~combination if continued concerns relating to ~~pay~~COVID-19 ~~taxes~~or other public health crises restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner or even to conduct requisite due diligence. In addition, countries or supranational organizations in our ~~sponsor~~target ~~asserts~~markets may develop and implement legislation that makes it ismore ~~unable~~difficult or impossible for entities outside such countries or target markets to ~~satisfy~~acquire ~~its~~or ~~obligations~~otherwise invest in companies or ~~that~~ itbusinesses ~~has~~deemed noessential or ~~indemnification~~otherwise ~~obligations~~vital. ~~related~~The extent to which COVID-19 or other public health crises impact our search for a ~~particular~~business ~~claim~~combination will depend on future developments, ~~our~~which ~~independent~~are ~~directors~~highly ~~would~~uncertain ~~determine~~and ~~whether~~cannot tobe ~~take~~predicted, ~~legal~~including new information which may emerge concerning the ~~action~~severity ~~against~~and new variants of COVID-19 and the ~~sponsor~~actions to ~~enforce~~contain COVID-19 or treat its ~~indemnification~~impact, ~~obligations~~among others. While wevaccines ~~currently~~for ~~expect~~COVID-19 have been developed, there is no guarantee that ~~our~~such ~~independent~~vaccines ~~directors~~will ~~would~~be durable. The treatment or vaccine for COVID-19 and any potentially ~~take~~emerging ~~legal~~variants ~~action~~may onbe ~~our~~ineffective ~~behalf~~or ~~against~~underutilized. ~~our~~If ~~sponsor~~the todisruptions ~~enforce~~posed ~~its~~by ~~indemnification~~COVID-19 ~~obligations~~or other matters of global concern continue for an extensive period of time, our ability to usconsummate a business combination, itor isthe ~~possible~~operations ~~that~~of ~~our~~a ~~independent directors~~target inbusiness ~~exercising~~with ~~their~~which we ultimately consummate a business ~~judgment~~combination, may ~~choose~~be ~~not~~materially adversely affected. In addition, our ability to doconsummate soa intransaction may ~~any~~be ~~particular~~dependent ~~instance.~~on Ifthe ~~our~~ability ~~independent~~to ~~directors~~raise ~~choose~~equity and debt financing which may be impacted by COVID-19 and other public health events, including ~~not~~as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to ~~enforce~~us ~~these~~or ~~indemnification~~at ~~obligations~~all. Finally, the ~~amount~~outbreak of ~~funds~~COVID-19 inor the ~~trust~~emergence ~~account~~of ~~available~~new ~~for~~or ~~distribution~~other topublic ~~our~~health ~~public~~crises ~~shareholders~~ may bealso ~~reduced~~have ~~below~~the ~~$10.10~~effect ~~per~~of ~~share~~heightening many of the other risks described in this “Risk Factors” section.

2423

IfRisks weRelating ~~have not completed our initial business combination within 18 months of the closing of our initial public offering, our public shareholders may be forced~~ to ~~wait beyond such 18 months before redemption from~~ our ~~trust account.~~Securities

IfWe ~~we have not completed our initial business combination by July 16, 2026 or such earlier liquidation date as our board of directors~~ may ~~approve~~issue or during any Extension Period, we will distribute the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses) and not previously released to us to pay our ~~taxes,~~shares ~~if any, pro rata~~ to our public shareholders by way of redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. Any redemption of public shareholders from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the trust account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the initial 18 months before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association and then only in ~~cases where~~ ~~investors~~connection ~~have~~with ~~properly sought to redeem their Class A ordinary shares. Only upon~~ our ~~redemption or any liquidation will public shareholders be entitled to distributions if we have not completed our~~ initial business combination ~~within~~at ~~the~~a ~~required~~price ~~time~~which ~~period~~is ~~and~~less dothan ~~not~~the ~~amend certain~~prevailing ~~provisions~~market price of our ~~amended~~shares ~~and~~at ~~restated~~that ~~memorandum and articles of association prior thereto~~time.

IfIn weconnection ~~are~~with ~~unable~~our ~~to complete an~~ initial business ~~combination~~ ~~within the 18-month period~~combination, we may ~~seek~~issue anshares ~~amendment~~ to ~~our~~investors ~~amended~~in ~~and~~private ~~restated~~placement ~~memorandum~~transactions ~~and~~(so-called ~~articles~~PIPE ~~of association to extend the period of time we have to complete an initial business combination beyond 18 months~~transactions). ~~Any~~The ~~amendment~~purpose of ~~our~~such ~~amended~~issuances ~~and restated memorandum and articles of association~~ will ~~require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning that such an amendment must~~ be ~~approved by at least two-thirds of our ordinary shares who attend and vote (whether in person~~ orto byenable ~~proxy)~~us atto aprovide ~~general~~sufficient ~~meeting~~liquidity ~~of the company. If we seek shareholder approval~~ to ~~extend~~ the ~~initial 18~~post-~~month period in which to complete an initial~~ business combination toentity. aThe ~~later~~price ~~date,~~of ~~we will offer our public shareholders~~ the ~~right~~shares towe ~~have~~issue ~~their~~may ~~public~~therefore ~~ordinary shares~~be ~~redeemed~~less, ~~for~~and apotentially ~~pro~~significantly ~~rata~~less, ~~share~~than of the ~~aggregate~~market ~~amount~~price ~~then~~for onour ~~deposit~~shares inat ~~the~~such ~~trust account, as described in greater detail in this Annual Report~~time.

~~Our~~There ~~shareholders~~is ~~may~~currently beno ~~held~~market ~~liable~~ for our securities ~~claims~~and bya ~~third~~market ~~parties~~for ~~against~~our ussecurities tomay ~~the~~not ~~extent~~develop, ofwhich ~~distributions~~would ~~received~~adversely byaffect ~~them~~the ~~upon~~liquidity ~~redemption~~and price of ~~their~~our ~~shares~~securities.

IfThere weis ~~are~~currently ~~forced~~no tomarket ~~enter~~for ~~into~~our ~~an insolvent liquidation,~~securities. ~~any~~Shareholders ~~distributions~~therefore ~~received~~have byno ~~shareholders~~access ~~could~~to beinformation ~~viewed~~about asprior anmarket ~~unlawful~~history ~~payment~~on ifwhich itto ~~was~~base ~~proved~~their ~~that~~investment ~~immediately~~decision. ~~following the date~~Following onour ~~which~~initial ~~the~~public ~~distribution was made~~offering, wethe ~~were~~price ~~unable~~of ~~to pay~~ our ~~debts~~securities asmay ~~they~~vary ~~fall~~significantly due into ~~the~~one ~~ordinary~~or ~~course~~more ofpotential business. Ascombinations ~~a result,~~and ageneral ~~liquidator~~market ~~could seek to recover some~~ or ~~all~~economic ~~amounts received by our shareholders~~conditions. Furthermore, ~~our~~an ~~directors~~active ~~may~~trading bemarket ~~viewed~~for ~~as having breached their fiduciary duties to us or~~ our ~~creditors~~securities ~~and/or~~ may ~~have~~never ~~acted~~develop ~~in bad faith~~or, ~~and~~if ~~thereby exposing themselves and our company to claims~~developed, ~~by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that~~it ~~claims~~may ~~will~~ not be ~~brought against us for these reasons~~sustained. WeYou ~~and~~may ~~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~~sell ~~our~~your ~~debts~~securities asunless ~~they~~a ~~fall~~market ~~due~~can ~~in the ordinary course of business would~~ be ~~guilty~~established ~~of an offence under Cayman Islands law~~ and ~~may be liable for a fine of up to approximately $18,300 and to imprisonment for five years in the Cayman Islands~~sustained.

WeIf ~~are~~a ~~not~~shareholder ~~registering~~fails ~~the~~to ~~Class A ordinary~~receive ~~shares issuable upon exercise~~ notice of ~~the~~our ~~warrants~~offer ~~under~~to ~~the~~redeem ~~Securities~~our ~~Act~~public orshares ~~any~~in ~~state~~connection ~~securities~~with ~~laws~~our atinitial ~~this~~business ~~time~~combination, ~~and~~or ~~such~~fails ~~registration may not be in place when an investor desires~~ to ~~exercise~~comply ~~warrants,~~with ~~thus~~the ~~precluding~~procedures ~~such~~for tendering ~~investor from being able to exercise~~ its ~~warrants except~~shares, ~~on a cashless basis and potentially causing~~ such ~~warrants~~shares tomay ~~expire~~not ~~worthless~~be redeemed.

We ~~are~~will ~~not~~comply ~~registering~~with the ~~Class A~~tender ~~ordinary shares~~offer ~~issuable~~rules ~~upon~~or proxy ~~exercise~~rules, ofas ~~the~~applicable, ~~warrants~~when ~~under~~conducting ~~the~~redemptions ~~Securities~~in ~~Act~~connection orwith ~~any~~our ~~state~~initial ~~securities~~business ~~laws at this time~~combination. InDespite noour ~~event~~compliance ~~will we~~with bethese ~~required~~rules, toif ~~net~~a ~~cash~~shareholder ~~settle~~fails ~~any~~to ~~public~~receive ~~warrant,~~our ortender ~~issue~~offer ~~securities~~ or ~~other~~proxy ~~compensation~~materials, inas ~~exchange~~applicable, ~~for~~such ~~the~~shareholder ~~public~~may ~~warrants~~not inbecome ~~the~~aware ~~event~~of ~~that~~the weopportunity ~~are~~to ~~unable~~redeem toits ~~register~~shares. orIn ~~qualify~~addition, the ~~shares~~tender ~~underlying~~offer ~~the~~documents ~~public~~or ~~warrants~~proxy ~~under~~materials, as applicable, ~~state~~that ~~securities~~we ~~laws~~will ~~and no~~furnish ~~exemption~~to isholders ~~available. If the issuance~~ of ~~the~~our ~~shares upon exercise of the~~ public ~~warrants~~shares isin ~~not~~connection sowith ~~registered~~our orinitial ~~qualified~~business orcombination ~~exempt from~~will ~~registration~~describe ~~or qualification,~~ the ~~holder~~various ofprocedures ~~such~~that ~~public~~must ~~warrant~~be complied ~~shall~~with ~~not~~in beorder ~~entitled~~ to ~~exercise~~validly ~~such~~tender ~~public~~or ~~warrant~~redeem ~~and such~~ public ~~warrant~~ ~~may have no value and expire worthless~~shares. In ~~such~~the event, ~~holders~~that ~~who~~a ~~acquired~~shareholder ~~their~~fails ~~public~~to ~~warrants~~comply aswith ~~part~~these ~~of a purchase of units~~procedures, ~~will~~its ~~have paid the full unit purchase price solely for the Class A ordinary~~ shares ~~included~~may innot ~~the~~be ~~units~~redeemed.

25You will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you may be forced to sell your public shares and/or warrants, potentially at a loss.

~~However,~~Our wepublic ~~have~~shareholders ~~agreed~~will ~~that,~~be asentitled ~~soon~~to ~~as practicable,~~receive ~~but~~funds infrom nothe ~~event~~trust ~~later~~account ~~than~~only ~~15 business~~upon ~~days~~the ~~after~~earliest ~~the~~to ~~closing~~occur of: (1) our completion of an initial business combination, weand ~~will~~then ~~use our commercially reasonable~~only ~~efforts~~in toconnection ~~file~~ with ~~the~~those ~~SEC a registration statement covering the issuance, under the Securities Act, of the~~ Class A ordinary shares ~~issuable~~ ~~upon~~that ~~exercise~~such ofshareholder ~~the~~properly ~~warrants,~~elected ~~and~~to weredeem, ~~will~~subject ~~use our commercially reasonable efforts~~ to ~~cause~~ the ~~same~~limitations ~~to become effective within~~described ~~60 business~~herein; ~~days~~(2) ~~after~~ the ~~closing~~redemption of ~~our~~any ~~initial~~public ~~business~~shares ~~combination~~properly ~~and~~submitted toin ~~maintain~~connection ~~the~~with ~~effectiveness of such registration statement and~~ a ~~current~~shareholder ~~prospectus~~vote ~~relating~~to ~~thereto~~amend ~~until~~our ~~the~~amended ~~expiration~~and ofrestated memorandum ~~the~~and ~~warrants~~articles ~~in accordance with the provisions~~ of ~~the~~association ~~warrant~~(A) ~~agreement. We cannot assure you that we will be able~~ to domodify sothe ~~if,~~substance ~~for example, any facts~~ or ~~events~~timing ~~arise~~of ~~which~~our ~~represent~~obligation ato ~~fundamental~~allow ~~change~~redemption in ~~the~~ ~~information~~connection ~~set~~with our ~~forth~~initial inbusiness ~~the~~combination ~~registration statement~~ or ~~prospectus,~~to ~~the~~redeem ~~financial~~100% ~~statements~~of ~~contained~~our orpublic ~~incorporated~~shares byif ~~reference therein~~we ~~are~~do not ~~current,~~ complete orour ~~correct~~initial orbusiness ~~the~~combination ~~SEC~~by ~~issues~~July 16, a2026 ~~stop~~or ~~order.~~such Ifearlier ~~the~~liquidation ~~shares~~date ~~issuable~~as ~~upon~~our ~~exercise~~board of ~~the~~directors ~~public~~may ~~warrants are~~approve, ~~not~~or ~~registered~~any ~~under~~Extension ~~the~~Period, ~~Securities~~or ~~Act~~(B) ~~in accordance~~ with ~~the~~respect ~~above requirements, we will be required~~ to ~~permit~~any ~~holders to exercise~~other ~~their~~provision ~~public~~relating ~~warrants~~to onshareholders’ arights ~~cashless basis. However, no public warrant will be exercisable for cash~~ or onpre-initial abusiness ~~cashless~~combination ~~basis,~~activity; and we(3) ~~will not~~the beredemption ~~obligated~~of toour ~~issue~~public ~~any~~ shares if towe ~~holders~~have ~~seeking~~not tocompleted ~~exercise~~an ~~their~~initial ~~public~~business ~~warrants,~~combination ~~unless~~by ~~the~~July ~~issuance~~16, of2026 ~~the~~or ~~shares upon~~ such ~~exercise~~ isearlier ~~registered~~liquidation ordate ~~qualified~~as ~~under~~our ~~the~~board ~~securities laws~~ of ~~the~~directors ~~state of the exercising holder~~may approve, or anduring ~~exemption~~any ~~from~~Extension ~~registration is available. Additionally~~Period, ~~if,~~subject atto ~~the~~applicable ~~time~~law. ~~that~~In ano ~~public~~other ~~warrant~~circumstances iswill ~~exercised, our Class A ordinary shares are not listed on~~ a ~~national securities~~shareholder ~~exchange~~have ~~such~~any ~~that~~right ~~they~~or ~~satisfy the definition~~ interest of aany ~~“covered~~kind ~~security”~~to ~~under~~or ~~Section 18(b)(1) of~~in the ~~Securities~~ ~~Act,~~trust weaccount. ~~may,~~Holders ~~at our option, require holders~~ of ~~public~~ warrants ~~who~~will ~~exercise~~not ~~their~~have ~~warrants~~any right to dothe soproceeds onheld ~~a cashless basis~~ in ~~accordance~~ ~~with Section 3(a)(9) of~~ the ~~Securities~~trust ~~Act~~account ~~and,~~with inrespect to the ~~event~~warrants. ~~we so elect~~Accordingly, ~~we will not be required~~ to ~~file~~liquidate oryour ~~maintain in effect a registration statement~~investment, ~~but~~you ~~will~~may ~~use~~be ~~our~~forced ~~commercially reasonable efforts~~ to ~~register~~sell oryour ~~qualify~~public ~~the~~ shares ~~under~~and/or ~~applicable~~warrants, potentially ~~blue~~at ~~sky~~a ~~laws to the extent an exemption is not available~~loss.

In the event of a cashless exercise pursuant to the preceding paragraph, each public warrant holder would pay the exercise price by surrendering the public warrants for that number of Class A ordinary shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied by the excess of the “fair market value” (defined below) less the exercise price of the warrants by (y) the fair market value. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.24

~~The~~Nasdaq ~~grant~~may ofdelist ~~registration~~our ~~rights~~securities tofrom ~~our~~trading ~~initial~~on ~~shareholders~~its exchange, ~~the~~which ~~underwriters~~could ~~and~~limit ~~their~~investors’ ~~permitted~~ability ~~transferees~~to ~~may~~ make ittransactions ~~more~~in ~~difficult to complete~~ our ~~initial~~securities ~~business combination,~~ and ~~the~~subject ~~future~~us ~~exercise~~to ofadditional ~~such rights may adversely affect the market price of our Class A ordinary shares~~trading restrictions.

~~Pursuant~~Our tounits anhave ~~agreement~~been toapproved befor ~~entered~~listing aton Nasdaq on or promptly after the ~~time~~date of ~~our~~this ~~initial~~Annual ~~business~~Report ~~combination,~~and our ~~initial~~Class ~~shareholders,~~A ~~the~~ordinary ~~underwriters~~shares and ~~their~~public ~~permitted~~warrants ~~transferees~~listed ~~can~~on ~~demand~~or ~~that~~promptly after their date of separation. Although after giving effect to our initial public offering we ~~register~~met the ~~Class A~~minimum ~~ordinary~~initial ~~shares~~listing ~~into~~standards ~~which~~set ~~founder~~forth in ~~shares~~the ~~are~~Nasdaq ~~convertible~~listing standards, ~~holders~~we ofcannot assure you that our ~~private~~securities ~~placement~~will ~~units,~~continue ~~private~~to be listed on Nasdaq in the future or prior ~~placement~~to ~~shares,~~our ~~restricted~~initial ~~private~~business ~~placement~~combination. ~~shares,~~In ~~private~~order ~~placement~~to ~~warrants~~continue ~~and~~listing ~~their~~our ~~permitted~~securities ~~transferees~~on ~~can~~Nasdaq ~~demand~~prior ~~that~~to weour ~~register~~initial business combination, ~~the~~we ~~private~~must ~~placement~~maintain ~~units~~certain financial, ~~private~~distribution ~~placement~~and ~~shares,~~stock ~~restricted~~price ~~private~~levels. ~~placement~~In ~~shares~~general, ~~private~~we ~~placement~~must ~~warrants~~maintain ~~and~~an ~~the~~average ~~Class A ordinary~~global ~~shares~~market ~~issuable~~capitalization and ~~upon~~a ~~exercise~~minimum of ~~the~~400 ~~private~~public ~~placement~~holders. ~~warrants~~Additionally, ~~and~~in ~~holders~~connection ofwith ~~warrants~~our ~~that~~initial ~~may~~business becombination, ~~issued~~we ~~upon~~will ~~conversion~~be ofrequired to demonstrate ~~working~~compliance ~~capital~~with ~~loans~~Nasdaq’s ~~may~~initial ~~demand~~listing ~~that~~requirements, wewhich ~~register~~are ~~such~~more ~~shares,~~rigorous ~~warrants~~than orNasdaq’s ~~the~~continued ~~Class A~~listing ~~ordinary~~requirements, in ~~shares~~order ~~issuable~~to ~~upon~~continue ~~conversion~~to maintain the listing of ~~such~~ ~~warrants~~our securities on Nasdaq. ~~The~~For ~~registration~~instance, ~~rights~~our ~~will~~share beprice ~~exercisable~~would ~~with~~generally ~~respect~~be required to be ~~the~~at ~~founder~~least ~~shares~~$4.00 ~~and~~per ~~the~~share ~~private~~and ~~placement~~we ~~units,~~would ~~private placement~~be ~~shares,~~required ~~restricted~~to ~~private~~have ~~placement~~a ~~shares,~~minimum ~~private~~of ~~placement~~400 ~~warrants~~round ~~and~~lot ~~the~~holders ~~Class A~~of ~~ordinary~~our ~~shares~~unrestricted ~~issuable~~securities. ~~upon~~We ~~exercise~~cannot ofassure ~~such~~you ~~private~~that ~~placement~~we ~~warrants~~will be able to meet those initial listing requirements at that time.

WeIf ~~will~~Nasdaq ~~bear~~delists ~~the~~any ~~cost~~ of ~~registering~~our ~~these~~ securities~~. The~~ ~~registration~~from ~~and availability of such a significant number of securities for~~ trading ~~in the public market may have an adverse effect~~ on ~~the~~its ~~market~~exchange ~~price~~and ofwe ~~our~~are ~~Class A~~not ~~ordinary~~able ~~shares.~~to Inlist ~~addition, the existence of the registration rights may make~~ our ~~initial~~securities ~~business combination~~on ~~more~~another ~~costly~~national orsecurities ~~difficult~~exchange, towe ~~conclude.~~expect ~~This~~such issecurities ~~because~~could ~~the shareholders of the target business may increase the equity stake~~be ~~they~~quoted ~~seek~~on inan over-the-counter ~~combined~~market. ~~entity~~If orthis ~~ask~~were ~~for more cash consideration~~ to ~~offset~~occur, ~~the~~we ~~negative~~could ~~impact~~face onsignificant ~~the~~material ~~market~~adverse ~~price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders~~consequences, ~~holders of our restricted private placement shares, holders of our private placement units or holders of our working capital units (if any) or their permitted transferees are registered for resale.~~including:

~~Members~~● ofa ~~our~~limited ~~management~~availability ~~team and board~~ of ~~directors~~market ~~have~~quotations ~~significant~~for experience as founders, board members, officers, executives or employees of other companies. Certain of those persons have been, may be, or may become, involved in litigation, investigations or other proceedings, including related to those companies or otherwise. The defense or prosecution of these matters could be time-consuming and could divert our ~~management’s attention, and may have an adverse effect on us, which may impede our ability to consummate an initial business combination.~~securities;

~~During~~● ~~the~~reduced ~~course~~liquidity of their careers, members of our management team and board of directors have had significant experience as founders, board members, officers, executives or employees of other companies. As a result of their involvement and positions in these companies, certain of those persons have been, may be or may in the future become involved in litigation, investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies, or otherwise. Individual members of our management team and board of directors also may become involved in litigation, investigations or other proceedings involving claims or allegations related to or as a result of their personal conduct, either in their capacity as a corporate officer or director or otherwise, and may be personally named in such actions and potentially subject to personal liability. Any such liability may or may not be covered by insurance and/or indemnification, depending on the facts and circumstances. The defense or prosecution of these matters could be time-consuming. Any litigation, investigations or other proceedings and the potential outcomes of such actions may divert the attention and resources of our management team and board of directors away from identifying and selecting a target business or businesses for our ~~initial business combination and may negatively affect our reputation, which may impede our ability to complete an initial business combination.~~securities;

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

We● ~~may~~a ~~issue~~limited ~~additional~~amount ~~Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion~~ of ~~our~~news ~~initial business~~and ~~combination.~~analyst coverage; and

~~Our~~● ~~amended~~a ~~and~~decreased ~~restated~~ability ~~memorandum and articles of association authorizes the issuance of up~~ to ~~200,000,000~~issue ~~Class A~~additional ~~ordinary~~securities shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value $0.0001 per share, and 1,000,000 undesignated preference shares, par value $0.0001 per share. Immediately after our initial public offering, there were 181,507,125 and 14,250,000 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~~obtain ~~reserved~~additional ~~for~~financing ~~issuance~~in ~~upon conversion of~~ the ~~Class B ordinary shares~~future. Class B ordinary shares are convertible into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth herein. There are currently no preference shares issued and outstanding.

WeThe ~~may~~National ~~issue~~Securities aMarkets ~~substantial~~Improvement ~~number~~ Act of ~~additional Class A ordinary shares~~1996, ~~and~~which ~~may~~is ~~issue~~a ~~preference~~federal ~~shares~~statute, inprevents ~~order~~or topreempts ~~complete~~the ~~our~~states ~~initial~~from ~~business~~regulating ~~combination~~the orsale ~~under~~of ancertain ~~employee~~securities, which are referred ~~incentive~~to ~~plan~~as ~~after~~“covered ~~completion~~securities.” ofBecause our ~~initial~~units ~~business~~are ~~combination.~~listed, Weand ~~may~~eventually ~~also~~our ~~issue~~ Class A ordinary shares toand ~~redeem~~ public warrants. will ~~However~~be listed, on Nasdaq, our ~~amended~~units qualify, and ~~restated~~our ~~memorandum~~Class A ordinary shares and ~~articles~~public ofwarrants ~~association~~will ~~provide~~qualify, ~~among~~as ~~other~~covered ~~things~~securities under such statute. Although the states are preempted from regulating the sale of covered securities, ~~that~~the ~~prior~~federal tostatute ~~our~~does ~~initial~~allow ~~business~~the states ~~combination~~to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we ~~may~~are not ~~issue~~aware ~~additional~~of ~~ordinary~~a ~~shares~~state ~~that~~having ~~would~~used ~~entitle~~these powers to prohibit or restrict the ~~holders~~sale ~~thereof~~of tosecurities ~~(1) receive~~issued ~~funds~~by ~~from~~blank check companies, other than the ~~trust~~State of Idaho, certain state securities regulators view ~~account~~blank check companies unfavorably and might use these powers, or ~~(2) vote~~threaten asto ause ~~class~~these ~~with~~powers, ~~our~~to ~~public~~hinder ~~shares~~the onsale ~~any~~of ~~initial~~securities ~~business~~of ~~combination~~blank check companies in their states. ~~The~~Further, ~~issuance~~if ofwe ~~additional~~were ~~ordinary~~no ~~shares~~longer listed on Nasdaq, our securities would not qualify as covered securities orunder ~~preference~~such ~~shares:~~statute and we would be subject to regulation in each state in which we offer our securities.

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

●If ~~may~~we ~~subordinate~~seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the ~~rights~~tender offer rules, our amended and restated memorandum and articles of ~~holders~~association provide that a public shareholder, together with any affiliate of ~~ordinary~~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 ifwith ~~preference~~respect to more than an aggregate of 15% of the shares sold ~~are~~in ~~issued~~our ~~with~~initial ~~rights~~public ~~senior~~offering, which we refer to ~~those~~as ~~afforded~~the “Excess Shares,” without our ~~ordinary~~prior consent. However, we would not be restricting our shareholders’ ability to vote all of their shares; (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result, you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your shares in open market transactions, potentially at a loss.

● could cause a change of control if a substantial number of our ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present directors and officers;25

●If ~~may~~third ~~have~~parties ~~the~~bring ~~effect~~claims ofagainst ~~delaying~~us, the orproceeds ~~preventing~~held ain ~~change~~the oftrust ~~control~~account ofcould usbe byreduced ~~diluting~~and the per-share ~~ownership~~redemption oramount ~~voting~~received ~~rights~~by ofshareholders amay ~~person~~be ~~seeking~~less tothan $10.10 ~~obtain~~per ~~control of us;~~share.

●Our placing of funds in the trust account may not ~~adversely~~protect ~~affect~~those ~~prevailing~~funds ~~market~~from ~~prices~~third-party ~~for~~claims against us. Although we will seek to have all vendors, service providers (other than our independent ~~units~~registered public accounting firm), ~~ordinary~~prospective ~~shares~~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, ~~warrants;~~such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to it and will enter into an agreement with a third party that has not executed a waiver only if management believes that such third party’s engagement would be in the best interests of the company under the circumstances.

●Examples of possible instances where we may ~~not~~engage a ~~result~~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 ~~adjustment~~cases where we are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the ~~exercise~~future ~~price~~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 ~~warrants~~public shares, if we have not completed our initial business combination within the required time period, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.10 per public share initially held in the trust account, due to claims of such creditors.

~~Holders~~Our ofsponsor ~~our~~has ~~founder~~agreed ~~shares~~that it will ~~control~~be liable to us if and to the ~~appointment~~extent ofany ~~our~~claims ~~board~~by ofa ~~directors~~third ~~until~~party ~~consummation~~(other ofthan our ~~initial~~independent registered public accounting firm) for services rendered or products sold to us, or a prospective target business ~~combination~~with ~~and~~which ~~will~~we ~~hold~~have discussed entering into a ~~substantial~~transaction ~~interest~~agreement, reduce the amount of funds in usthe trust account to below (1) $10.10 Asper public share or (2) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of interest which may be withdrawn to pay taxes, except as to any claims by a ~~result~~third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, ~~they~~including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will ~~appoint~~not ~~all~~be responsible to the extent of any liability for such third-party claims. We have not independently verified whether our ~~directors~~sponsor ~~prior~~has sufficient funds to satisfy their respective indemnity obligations and believe that our sponsor’s only assets are securities of our company. Our sponsor may not have sufficient funds available to satisfy those obligations. We have not asked our sponsor to reserve for such obligations, and therefore, no funds are currently set aside to cover any such obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could be reduced to less than $10.10 per public share. In such event, we may ~~exert~~not abe ~~substantial~~able ~~influence on~~to ~~actions~~complete ~~requiring~~our ~~shareholder~~initial ~~vote~~business combination, ~~potentially~~and you would receive such lesser amount per share in aconnection ~~manner~~with ~~that~~any ~~you~~redemption doof ~~not~~your ~~support~~public shares. None of our directors or officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Our ~~initial~~directors ~~shareholders~~may ~~own~~decide ~~approximately 25% of our issued and outstanding ordinary shares (~~not ~~including the Class A ordinary shares underlying the private placement units and the restricted private placement shares). In addition, prior~~ to ~~our initial business combination, holders of the founder shares will have~~enforce the ~~right~~indemnification toobligations ~~vote to appoint all~~ of our ~~directors and may remove members of the board of directors for any reason. Non-managing investors will only be issued membership interests in our~~ sponsor, ~~with~~resulting noin ~~right~~a toreduction ~~control~~in ~~our sponsor or vote or dispose of any securities held by our sponsor. Holders of our public shares will have no right to vote on~~ the ~~appointment~~amount of ~~directors~~funds ~~during~~in ~~such time; provided, however, that if all of~~ the ~~founder~~trust ~~shares~~account ~~are~~available ~~converted~~for ~~prior~~ distribution to ~~the date of the initial business combination, the holders of~~ our public ~~shares will have the right to vote on the election of directors~~shareholders. These provisions of our amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of our ordinary shares attending and voting in a general meeting. As a result, you will not have any influence over the appointment of directors prior to our initial business combination.

~~Neither~~In ~~our~~the ~~initial~~event ~~shareholders~~that ~~nor,~~the toproceeds ~~our~~in ~~knowledge,~~the trust account ~~any~~are reduced below the lesser of ~~our~~(1) ~~directors~~$10.10 per public share or ~~officers,~~(2) ~~have~~such ~~any~~lesser ~~current~~amount ~~intention~~per toshare ~~purchase~~held ~~additional~~in ~~securities,~~the ~~other~~trust ~~than~~account as ~~disclosed~~of inthe ~~this Annual~~date ~~Report.~~of ~~Factors~~the ~~that~~liquidation ~~would~~of bethe ~~considered~~trust account due to reductions in ~~making~~the ~~such~~value ~~additional~~of ~~purchases~~the ~~would~~trust ~~include~~assets, ~~consideration~~in each case net of ~~the~~interest ~~current~~which ~~trading~~may ~~price~~be ofwithdrawn ~~our~~for ~~Class A~~working ~~ordinary~~capital ~~shares.~~purposes Inand ~~addition~~to pay taxes, asand aour ~~result~~sponsor ofasserts ~~their~~that ~~substantial~~it ~~ownership~~is inunable ~~our~~to ~~company~~satisfy its obligations or that it has no indemnification obligations related to a particular claim, our ~~initial~~independent ~~shareholders~~directors would determine whether to take legal action ~~may~~against ~~exert~~the asponsor ~~substantial~~to ~~influence~~enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on ~~other~~our ~~actions~~behalf ~~requiring~~against aour ~~shareholder~~sponsor ~~vote~~to enforce its indemnification obligations to us, ~~potentially~~it is possible that our independent directors in aexercising ~~manner~~their ~~that~~business ~~you~~judgment domay choose not ~~support,~~to ~~including amendments~~do toso in any particular instance. If our ~~amended~~independent ~~and~~directors ~~restated~~choose ~~memorandum~~not ~~and~~to ~~articles~~enforce these ofindemnification ~~association~~obligations, ~~and~~the ~~approval~~amount of ~~major~~funds ~~corporate~~in ~~transactions~~the trust account available for distribution to our public shareholders may be reduced below $10.10 per share.

In addition, our board of directors is comprised of directors who will generally serve a three-year term. We may not hold an annual general meeting to appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual general meeting, our sponsor and initial shareholders, because of their beneficial ownership, will control the outcome, as only holders of our Class B ordinary shares will have the right to vote on the appointment of directors and to remove directors prior to our initial business combination. Accordingly, holders of our founder shares will exert significant influence over actions requiring a shareholder vote at least until the completion of our initial business combination.26

27If we have not completed our initial business combination within 18 months of the closing of our initial public offering, our public shareholders may be forced to wait beyond such 18 months before redemption from our trust account.

WeIf we have not completed our initial business combination by July 16, 2026 or such earlier liquidation date as our board of directors may ~~amend~~approve or during any Extension Period, we will distribute the ~~terms~~aggregate ofamount then on deposit in the ~~warrants~~trust account, including interest earned on the funds held in a ~~manner~~the ~~that~~trust ~~may~~account (which interest shall be ~~adverse~~net of taxes payable and up to ~~holders~~$100,000 of interest to pay dissolution expenses) and not previously released to us to pay our taxes, if any, pro rata to our public ~~warrants~~shareholders ~~with~~by way of redemption and cease all operations except for the ~~approval~~purposes of winding up of our affairs, as further described herein. Any redemption of public shareholders from the trust account shall be effected automatically by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind up, liquidate the ~~holders~~trust account and distribute such amount therein, pro rata, to our public shareholders, as part of atany ~~least~~liquidation ~~50%~~process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond the initial 18 months before the redemption proceeds of our trust account become available to them and they receive the return of their pro rata portion of the proceeds from our trust account. We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association and then ~~outstanding~~only in cases where investors have properly sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders ~~warrants~~be entitled to distributions if we have not completed our initial business combination within the required time period and do not amend certain provisions of our amended and restated memorandum and articles of association prior thereto.

~~Our~~If ~~public~~we ~~warrants~~are ~~will~~unable beto ~~issued~~complete inan ~~registered form~~initial ~~under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement~~business ~~provides~~combination ~~that~~within ~~(a)~~ the ~~terms~~18-month ofperiod, ~~the~~we ~~public warrants~~ may beseek ~~amended~~an ~~without~~amendment ~~the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including~~ to ~~conform~~our ~~the~~amended ~~provisions of the warrant agreement to the description of the terms of the public warrants~~ and ~~the~~restated ~~warrant~~memorandum ~~agreement set forth in this Annual Report, or defective provision (ii) removing or reducing the Company’s ability to redeem the public warrants~~ and, ifarticles ~~applicable,~~of aassociation ~~corresponding amendment~~ to ~~the Company’s ability to~~ ~~redeem~~extend the ~~private~~period ~~placement~~of ~~warrants~~time orwe ~~(iii) adding~~have ~~or changing any provisions with respect~~ to ~~matters~~complete oran ~~questions~~initial ~~arising~~business ~~under the~~combination ~~warrant~~beyond ~~agreement~~18 asmonths. ~~the~~Any ~~parties~~amendment toof ~~the~~our ~~warrant~~amended ~~agreement may deem necessary or desirable~~ and ~~that the parties deem to not adversely~~restated ~~affect~~memorandum ~~the~~and ~~rights~~articles of ~~the~~association ~~registered~~will ~~holders~~require ~~of the public warrants under the warrant agreement in any material respect, (b) the terms of the warrants may be amended with the vote or written consent of~~ at least ~~50%~~a ofspecial ~~the~~resolution ~~then~~of ~~outstanding~~our ~~public~~shareholders ~~warrants and private placement warrants, voting together~~ as a ~~single~~matter ~~class,~~of toCayman ~~allow~~Islands ~~for the warrants to be or continue to be~~law, ~~as applicable, classified as equity in~~ ~~our~~meaning ~~financial~~that ~~statements~~such ~~and~~an ~~(c) all~~amendment ~~other~~must ~~modifications~~be orapproved ~~amendments~~by ~~to our warrant agreement with respect to (i) the public warrants require the vote or written consent of holders of~~ at least ~~50%~~two-thirds of ~~the~~our ~~then~~ordinary ~~outstanding~~shares ~~public~~who ~~warrants~~attend and vote (~~ii) the~~whether ~~private placement~~in ~~warrants~~person ~~require the vote~~ or by ~~written~~proxy) ~~consent of holders of~~ at ~~least~~a ~~50%~~general meeting of the ~~then outstanding private placement warrants~~company. ~~Accordingly,~~ If we ~~may~~seek ~~amend~~shareholder ~~the~~approval ~~terms~~to ofextend the ~~public~~initial ~~warrants~~18-month period in awhich ~~manner adverse~~ to ~~a holder of public warrants if holders of at least 50%~~complete ofan ~~the~~initial ~~then~~business ~~outstanding~~combination ~~public~~to ~~warrants~~a ~~approve~~later ofdate, ~~such~~we ~~amendment.~~will ~~Although~~offer our ~~ability~~public toshareholders ~~amend~~ the ~~terms~~right ofto ~~the~~have their public ~~warrants~~ordinary ~~with~~shares ~~the~~redeemed ~~consent~~for ofa atpro ~~least~~rata ~~50%~~share of the ~~then~~aggregate ~~outstanding~~amount ~~public~~then ~~warrants~~on isdeposit ~~unlimited,~~in ~~examples of such amendments could be amendments to, among other things, increase~~ the ~~exercise~~trust ~~price of the warrants~~account, ~~shorten~~as ~~the~~described ~~exercise~~in ~~period~~greater ordetail ~~decrease~~in ~~the~~this ~~number of ordinary shares~~Annual ~~purchasable upon exercise of a warrant~~Report.

Our ~~warrant~~shareholders ~~agreement~~may ~~designates~~be ~~the~~held ~~courts of~~liable ~~the State of New York or the United States District Court~~ for claims ~~the~~by ~~Southern~~third ~~District~~parties ofagainst ~~New York~~us asto the ~~sole~~extent ~~and exclusive forum for certain types~~ of ~~actions~~distributions ~~and~~received ~~proceedings that may be initiated~~ by ~~holders~~them ofupon ~~our~~redemption ~~warrants, which could limit the ability~~ of ~~warrant~~ ~~holders~~their ~~to obtain a favorable judicial forum for disputes with our company~~shares.

~~Our~~If ~~warrant~~we ~~agreement~~are ~~provides~~forced ~~that~~to enter into an insolvent liquidation, any ~~subject~~distributions toreceived by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date ~~applicable~~on ~~law~~which the distribution was made, ~~(i) any~~we ~~action~~were unable to pay our debts as they fall due in the ordinary course of business. As a result, a ~~proceeding~~liquidator could seek to recover some or ~~claim~~all ~~against~~amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us ~~arising~~or ~~out~~our ofcreditors and/or ~~relating~~may have acted in ~~any~~bad ~~way~~faith, and thereby exposing themselves and our company to claims, by paying public shareholders from the ~~warrant~~trust ~~agreement,~~account ~~including under~~prior to addressing the ~~Securities~~claims ~~Act,~~of creditors. We cannot assure you that claims will not be brought ~~and~~against ~~enforced~~us infor ~~the~~these ~~courts~~reasons. ofWe ~~the~~and ~~State~~our ofdirectors ~~New York~~and orofficers ~~the~~who ~~United States~~knowingly ~~District~~and willfully authorized or permitted ~~Court~~any ~~for~~distribution ~~the~~to ~~Southern~~be ~~District~~paid out of ~~New York,~~our ~~and~~share ~~(ii) that~~premium account while we ~~irrevocably~~were ~~submit~~unable to ~~such~~pay ~~jurisdiction,~~our ~~which~~debts ~~jurisdiction~~as ~~shall~~they fall due in the ordinary course of business would be ~~the~~guilty ~~exclusive~~of ~~forum~~an ~~for~~offence ~~any~~under ~~such~~Cayman ~~action,~~Islands ~~proceeding~~law orand ~~claim.~~may Webe ~~will~~liable ~~waive~~for ~~any~~a ~~objection~~fine toof ~~such~~up ~~exclusive~~to ~~jurisdiction~~approximately $18,300 and ~~that such~~to ~~courts~~imprisonment ~~represent~~for anfive ~~inconvenient~~years ~~forum~~in the Cayman Islands.

~~Notwithstanding~~We ~~the~~did ~~foregoing, these provisions of the warrant agreement do~~ not ~~apply~~register ~~to suits brought to enforce any liability or duty created by~~ the ~~Exchange Act~~Class orA ~~any other~~ordinary ~~claim~~shares ~~for~~issuable ~~which~~upon ~~the~~exercise ~~federal district courts~~ of the ~~United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our~~ warrants ~~shall~~under ~~be deemed to have notice of and to have consented to~~ the ~~forum provisions~~Securities inAct ~~our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, is filed in a court other than a court of the State of New York~~ or ~~the United States District Court for the Southern District of New York (a “foreign action”) in the name of~~ any ~~holder of our warrants, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the~~ state ~~and~~securities ~~federal~~laws ~~courts located~~ in ~~the~~our ~~State~~initial ofpublic ~~New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”)~~offering, and ~~(y) having service~~ ~~of process made upon~~ such ~~warrant~~registration ~~holder~~may innot ~~any~~be ~~such enforcement action by service upon such warrant holder’s counsel~~ in ~~the~~place ~~foreign action~~when asan ~~agent~~investor ~~for~~desires ~~such warrant holder. This choice-of-forum provision may limit a warrant holder’s ability~~ to ~~bring~~exercise ~~a claim in a judicial forum that it finds favorable for disputes with our company~~warrants, ~~which~~thus ~~may~~precluding ~~discourage~~ such ~~lawsuits.~~investor ~~Alternatively,~~from ifbeing aable ~~court were~~ to ~~find this provision of our warrant agreement inapplicable or unenforceable with respect to one or more of the specified types~~ ofexercise ~~actions~~its orwarrants ~~proceedings,~~except weon may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a ~~diversion~~cashless ofbasis ~~the time~~ and ~~resources~~potentially ~~of our~~causing ~~management~~such ~~and~~warrants ~~board~~to ofexpire ~~directors~~worthless.

~~Unlike~~We ~~some~~did ~~other~~not ~~similarly~~register ~~structured~~the ~~blank~~Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities ~~check~~laws ~~companies,~~in our initial ~~shareholders~~public offering. In no event will ~~beneficially~~we ~~own~~be ~~25%~~required to net cash settle any public warrant, or issue securities or other compensation in exchange for the public warrants in the event that we are unable to register or qualify the shares underlying the public warrants under applicable state securities laws and no exemption is available. If the issuance of ~~our~~the ~~issued~~shares upon exercise of the public warrants is not so registered or qualified or exempt from registration or qualification, the holder of such public warrant shall not be entitled to exercise such public warrant and ~~outstanding~~such public warrant may have no value and expire worthless. In such event, holders who acquired their public 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.

Our initial shareholders beneficially own approximately 25% of our issued and outstanding ordinary shares. This is different than some other similarly situated bank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination.27

28However, 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 our commercially reasonable efforts to file with the SEC a registration statement covering the issuance, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants, and we will use our commercially reasonable efforts to cause the same to become effective within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement and a current prospectus relating thereto until the expiration of the warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the public warrants are not registered under the Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their public warrants on a cashless basis. However, no public warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their public warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. Additionally, if, at the time that a public warrant is exercised, our Class A ordinary shares are not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but will use our commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

WeIn ~~may~~the ~~redeem~~event ~~your~~of ~~unexpired~~a ~~public~~cashless ~~warrants prior~~exercise pursuant to the ~~their~~preceding paragraph, each public warrant holder would pay the exercise atprice aby ~~time~~surrendering the public warrants for that isnumber ~~disadvantageous~~of Class A ordinary shares equal to ~~you~~the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, ~~thereby~~multiplied ~~making~~by ~~your~~the ~~public~~excess of the “fair market value” (defined below) less the exercise price of the warrants by ~~worthless~~(y) the fair market value. The “fair market value” as used in the preceding sentence shall mean the volume weighted average price of the Class A ordinary shares for the 10 trading days ending on the trading day prior to the date on which the notice of exercise is received by the warrant agent.

WeThe ~~have~~grant ~~the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price~~ of ~~$0.01~~registration ~~per~~rights ~~public warrant if, among other things, the last reported sale price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted~~ to ~~the number of shares~~our ~~issuable~~initial ~~upon~~shareholders, ~~exercise or~~ the ~~exercise~~underwriters price of a public warrant) for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders. If and ~~when~~their ~~the~~permitted ~~public warrants~~transferees ~~become redeemable by us, we~~ may ~~exercise~~make ~~our~~it ~~redemption~~more ~~right~~difficult ~~even if we are unable~~ to ~~register~~complete orour ~~qualify~~initial ~~the~~business ~~underlying securities~~combination, ~~for~~and ~~sale under all applicable state securities laws. As a result, we may redeem~~ the ~~public~~future ~~warrants as set forth above even if the holders are otherwise unable to~~ exercise ~~the public warrants. Redemption~~ of ~~the~~such ~~issued~~rights ~~and outstanding public warrants could force you to: (1) exercise your public warrants and pay the exercise price therefor at a time when it~~ may beadversely ~~disadvantageous~~affect ~~for you to do so; (2) sell your public warrants at~~ the ~~then-current~~ market price ~~when~~of ~~you~~our ~~might~~Class ~~otherwise~~A ~~wish~~ordinary to hold your public warrants; or (3) accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, we expect would be substantially less than the market value of your public warrantsshares.

~~Our~~Pursuant ~~management’s~~to ~~ability~~an agreement to ~~require~~be entered at or after the time of our initial business combination, our initial shareholders, the underwriters and their permitted transferees can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our ~~public~~private ~~warrants~~placement tounits, ~~exercise~~private ~~such~~placement shares, ~~public~~restricted private placement shares, private placement warrants onand atheir ~~cashless~~permitted ~~basis~~transferees ~~will~~can ~~cause~~demand ~~holders~~that towe ~~receive~~register ~~fewer~~the private placement units, private placement shares, restricted private placement shares, private placement warrants and the Class A ordinary shares issuable upon ~~their~~ exercise of the ~~public~~private placement warrants ~~than~~and ~~they~~holders ~~would~~of ~~have~~warrants ~~received~~that ~~had~~may ~~they~~be ~~been~~issued ~~able~~upon conversion of working capital loans may demand that we register such shares, warrants or the Class A ordinary shares issuable upon conversion of such warrants. The registration rights will be exercisable with respect to ~~exercise~~the ~~their~~founder ~~public~~shares and the private placement units, private placement shares, restricted private placement shares, private placement warrants ~~for~~and the Class A ordinary shares issuable upon exercise of such private ~~cash~~placement warrants.

IfWe wewill ~~call~~bear ~~our~~the ~~public~~cost ~~warrants~~of ~~for~~registering ~~redemption~~these securities. ~~after~~The ~~the~~registration ~~redemption~~and ~~criteria~~availability ~~described~~of ~~elsewhere~~such ina ~~this~~significant ~~Annual~~number ~~Report~~of ~~has~~securities ~~been~~for ~~satisfied,~~trading ~~our~~in ~~management~~the ~~will~~public market may have an adverse effect on the ~~option~~market toprice ~~require any~~of ~~holder~~our ~~that~~Class ~~wishes~~A toordinary ~~exercise~~shares. ~~its~~In ~~public~~addition, ~~warrants~~the ~~(including~~existence ~~any~~of ~~public~~the ~~warrants~~registration ~~held~~rights bymay make our ~~sponsor,~~initial ~~officers,~~business combination ~~directors~~more costly or ~~their permitted~~difficult ~~transferees)~~ to doconclude. soThis onis abecause ~~cashless~~the ~~basis.~~shareholders Ifof ~~our~~the ~~management~~target ~~chooses~~business tomay ~~require~~increase ~~holders~~the toequity ~~exercise~~stake they ~~their~~seek ~~public~~in ~~warrants~~the ~~on a~~combined ~~cashless~~entity ~~basis,~~or ask for more cash consideration to offset the ~~number~~negative impact on the market price of our Class A ordinary shares ~~received~~that byis aexpected ~~holder~~when ~~upon~~the ~~exercise~~ordinary ~~will~~shares beowned ~~fewer~~by ~~than~~our itinitial ~~would~~shareholders, ~~have~~holders ~~been had~~of ~~such~~our ~~holder~~restricted ~~exercised~~private ~~their~~placement ~~public~~shares, holders ~~warrants~~of ~~for~~our ~~cash.~~private ~~This~~placement ~~will~~units ~~have~~or ~~the~~holders ~~effect~~ of ~~reducing~~our ~~the~~working ~~potential~~capital ~~“upside”~~units ~~of the~~(if ~~holder’s~~any) ~~investment~~or intheir uspermitted transferees are registered for resale.

~~Our~~Members ~~warrants~~of our management team and board of directors have significant experience as founders, ~~founder~~board ~~shares~~members, ~~private~~officers, ~~placement~~executives or employees of other companies. Certain of ~~units~~those ~~and~~persons ~~restricted~~have ~~private~~been, ~~placement~~may ~~shares~~be, or may ~~have~~become, aninvolved ~~adverse~~in ~~effect~~litigation, oninvestigations ~~the~~or ~~market~~other ~~price~~proceedings, including related to those companies or otherwise. The defense or prosecution of ~~our~~these ~~Class A~~matters ~~ordinary~~could ~~shares~~be time-consuming and ~~make~~could divert our management’s attention, itand ~~more~~may ~~difficult~~have toan ~~effectuate~~adverse effect on us, which may impede our ability to consummate an initial business combination.

WeDuring ~~issued~~the ~~public~~course ~~warrants~~of totheir ~~purchase 8~~careers,~~625,000 Class A~~ ~~ordinary~~members ~~shares~~of our atmanagement ateam ~~price~~and board of ~~$11.50~~directors ~~per~~have ~~whole~~had ~~share~~significant ~~(subject~~experience ~~to adjustments~~ as ~~provided~~founders, inboard ~~the~~members, ~~registration~~officers, ~~statement)~~executives ~~as part~~or employees of ~~the~~other ~~units~~companies. ~~offered~~As bya ~~this~~result ~~Annual~~of ~~Report~~their involvement and, ~~also~~positions ~~issued~~ in athese ~~private~~companies, ~~placement~~certain ~~an aggregate~~ of ~~672,875~~those ~~private~~persons ~~placement~~have ~~units~~been, ~~which~~ ~~include~~may ~~private~~be ~~placement~~or ~~warrants~~may in tothe ~~purchase~~future anbecome ~~aggregate~~involved ofin ~~336~~litigation,~~428~~ ~~Class A~~investigations ~~ordinary~~or ~~shares~~other ~~at $11.50 per share~~proceedings, inincluding ~~addition~~ relating to ~~570,000~~the ~~restricted~~business ~~private~~affairs ~~placement~~of ~~shares.~~such ~~Our~~companies, transactions ~~initial~~entered ~~shareholders~~into ~~currently~~by ~~hold~~such 5companies,~~750,000~~ ~~Class B~~or ~~ordinaryshares~~otherwise. ~~The~~Individual ~~Class B ordinary~~members ~~shares~~of ~~are~~our ~~convertible~~management ~~into~~team ~~Class A~~and ~~ordinary~~board ~~shares~~of ondirectors aalso ~~one-for-one~~may ~~basis,~~become involved ~~subject~~in ~~to adjustment as set forth herein. In addition~~litigation, ifinvestigations ~~our~~or ~~sponsor,~~other ~~any~~proceedings ofinvolving ~~its~~claims ~~affiliates~~ or ~~certain~~allegations ofrelated ~~our~~to ~~directors~~or ~~and~~as ~~officers~~a ~~make~~result ~~any~~of ~~working~~their ~~capital loans~~personal conduct, upeither toin ~~$1,500,000 of~~their ~~such~~capacity ~~loans~~as ~~may~~a becorporate ~~converted~~officer ~~into~~or ~~private~~director ~~placement~~or ~~units~~otherwise, atand ~~the~~may ~~price~~be ofpersonally ~~$10.00~~named ~~per~~in ~~unit~~such atactions ~~the~~and ~~option~~potentially subject ofto ~~the~~personal ~~lender~~liability. ToAny ~~the~~such ~~extent we~~liability ~~issue~~may ~~Class A~~or ~~ordinary~~may ~~shares~~not tobe ~~effectuate~~covered aby ~~business~~insurance ~~combination~~and/or indemnification, ~~the~~depending ~~potential~~on ~~for~~ the ~~issuance of a substantial number of~~facts ~~additional~~and ~~Class A~~circumstances. ~~ordinary~~The ~~shares~~defense ~~upon~~or ~~exercise~~prosecution of these ~~warrants~~matters orcould ~~conversion~~be ~~rights~~time-consuming. ~~could~~Any ~~make~~litigation, usinvestigations aor ~~less~~other ~~attractive acquisition~~proceedings ~~vehicle~~and tothe apotential ~~target~~outcomes ~~business.~~of ~~Any~~ such ~~issuance~~actions ~~will~~may ~~increase~~divert the ~~number~~attention and resources of ~~issued~~our ~~and~~management ~~outstanding~~team ~~Class A~~and ~~ordinary~~board ~~shares~~of ~~and~~directors ~~reduce~~away from ~~the~~identifying ~~value~~and ofselecting ~~the~~a ~~Class A~~target ~~ordinary~~business ~~shares~~or ~~issued~~businesses tofor ~~complete~~our ~~the~~initial business combination. ~~Therefore,~~and ~~our~~may ~~warrants~~negatively ~~and~~affect ~~founder~~our ~~shares~~reputation, which may ~~make~~impede itour ~~more~~ability ~~difficult~~ to ~~effectuate~~complete aan initial business combination ~~or increase the cost of acquiring the target business~~.

The private placement warrants are identical to the warrants sold as part of the units in our initial public offering except that: (1) they will not be redeemable by us; (2) they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination; (3) they may be exercised by the holders on a cashless basis and (4) they (including the ordinary shares issuable upon exercise of these warrants) are entitled to registration rights. In addition, with respect to private placement warrants held by the underwriters and/or their designees, such private placement warrants will be subject to the lock-up and registration rights limitations imposed by FINRA Rule 5110 and will not be exercisable more than five years from the commencement of sales in our initial public offering in accordance with FINRA Rule 5110(g)(8).28

29We may issue additional Class A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.

~~Because~~Our ~~each~~amended ~~unit~~and ~~contains~~restated ~~one-half~~memorandum and articles of ~~one~~association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary ~~public~~shares, ~~warrant~~par value $0.0001 per share, and ~~only~~1,000,000 aundesignated ~~whole~~preference shares, par value $0.0001 per share. Immediately after our initial public ~~warrant~~offering, ~~may~~there bewere ~~exercised~~181,507,125 ~~the~~and ~~units~~14,250,000 ~~may~~authorized bebut ~~worth~~unissued ~~less~~Class ~~than~~A ~~units~~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 ~~other~~outstanding warrants, ~~blank~~or ~~check~~shares ~~companies~~reserved for issuance upon conversion of the Class B ordinary shares. Class B ordinary shares are convertible into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth herein. There are currently no preference shares issued and outstanding.

~~Each~~We ~~unit~~may ~~contains~~issue ~~one-half~~a ofsubstantial ~~one~~number ~~public~~of ~~warrant.~~additional ~~Pursuant~~Class toA ~~the~~ordinary ~~warrant agreement~~shares, noand ~~fractional~~may ~~public~~issue ~~warrants~~preference ~~will~~shares, bein ~~issued~~order ~~upon~~to ~~separation~~complete ofour ~~the~~initial ~~units,~~business ~~and~~combination ~~only~~or ~~whole~~under ~~public~~an ~~warrants~~employee incentive ~~will~~plan ~~trade.~~after ~~This~~completion isof ~~different~~our ~~from~~initial ~~other~~business ~~offerings~~combination. ~~similar~~We tomay ~~ours~~also ~~whose~~issue ~~units~~Class ~~include~~A ~~one~~ ordinary ~~share~~shares ~~and~~to ~~one~~redeem ~~whole~~ public ~~warrant~~warrants. However, toour ~~purchase~~amended ~~one~~and ~~share.~~restated Wememorandum ~~have~~and ~~established~~articles ~~the components~~ of ~~the~~association ~~units~~provide, inamong ~~this~~other ~~way~~things, inthat ~~order~~prior to ~~reduce~~our ~~the~~initial ~~dilutive effect of the public warrants upon completion of a~~ business combination, we ~~since~~may ~~the~~not ~~public~~issue ~~warrants~~additional ~~will~~ordinary beshares ~~exercisable~~that inwould ~~the~~entitle ~~aggregate for a third of~~ the ~~number of~~holders ~~shares~~thereof ~~compared~~ to ~~units~~(1) ~~that~~receive ~~each~~funds ~~contain~~from athe ~~whole~~trust ~~public~~account ~~warrant~~or to(2) vote ~~purchase~~as ~~one~~a ~~whole~~class ~~share,~~with ~~thus~~our ~~making~~public ~~us,~~shares weon ~~believe,~~any ainitial ~~more attractive~~ business combination ~~partner for target businesses~~. ~~Nevertheless,~~The ~~this~~issuance ~~unit~~of ~~structure~~additional ~~may~~ordinary ~~cause~~shares ~~our~~or ~~units~~preference ~~to be worth less than if they included a public warrant to purchase one whole share.~~shares:

A● ~~provision of our warrant agreement~~ may ~~make~~ itsignificantly ~~more~~dilute ~~difficult~~the ~~for~~equity usinterest toof ~~consummate~~investors anin our initial ~~business~~public ~~combination. Unlike many blank check companies, if:~~offering;

~~(1)~~● wemay ~~issue~~subordinate ~~additional~~the ~~ordinary~~rights ~~shares~~of orholders ~~equity-linked~~of ~~securities~~ordinary ~~for~~shares ~~capital~~if ~~raising~~preference ~~purposes~~shares inare ~~connection~~issued with ~~the~~rights ~~closing~~senior ofto ~~our~~those ~~initial~~afforded ~~business~~our ~~combination at a Newly Issued Price of less than $9.20 per~~ ordinary ~~share~~shares;

~~(2)~~● ~~the~~could ~~aggregate~~cause ~~gross~~a ~~proceeds~~change ~~from~~of ~~such~~control ~~issuances~~if ~~represent~~a ~~more~~substantial ~~than~~number ~~60%~~ of ~~the~~our ~~total~~ordinary ~~equity~~shares ~~proceeds~~is issued, ~~and~~which ~~interest~~may ~~thereon~~affect, ~~available~~among ~~for~~other ~~the~~things, ~~funding~~our ofability to use our ~~initial~~net ~~business~~operating ~~combination~~loss oncarry ~~the~~forwards, ~~date~~if ofany, ~~the~~and ~~completion~~could ofresult ~~our~~in ~~initial~~the ~~business~~resignation ~~combination~~or ~~(net~~removal of ~~redemptions);~~our present directors and officers;

~~(3)~~● may have the ~~Market~~effect ~~Value~~of isdelaying ~~below~~or ~~$9.20~~preventing ~~per~~a change of control of us by diluting the share, ownership or voting rights of a person seeking to obtain control of us;

~~then~~● ~~the~~may ~~exercise~~adversely ~~price~~affect ofprevailing ~~the~~market ~~warrants~~prices ~~will~~for ~~be adjusted~~our tounits, beordinary ~~equal~~shares ~~to 115% of the higher of the Market Value~~ and/or ~~the Newly Issued Price, and, in the case of the~~ public warrants; ~~only, the $18.00 per share redemption trigger prices described in the registration statement will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value~~ and ~~the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.~~

~~Because~~● ~~we are incorporated under the laws of the Cayman Islands, you~~ may ~~face~~not ~~difficulties~~result in ~~protecting~~adjustment ~~your interests, and your ability~~ to ~~protect~~the ~~your~~exercise ~~rights~~price ~~through~~of ~~the~~our Uwarrants.~~S. federal courts may be limited.~~

WeHolders ~~are~~of anour ~~exempted~~founder ~~company~~shares ~~incorporated~~will ~~under~~control the ~~laws~~appointment of ~~the~~our ~~Cayman~~board ~~Islands~~of directors until consummation of our initial business combination and will hold a substantial interest in us. As a result, itthey ~~may~~will beappoint ~~difficult~~all ~~for~~of ~~investors~~our directors prior to ~~effect~~our ~~service~~initial ofbusiness ~~process~~combination ~~within~~and ~~the~~may ~~United States upon~~exert ~~our~~a ~~directors~~substantial orinfluence on ~~officers,~~actions orrequiring ~~enforce~~shareholder ~~judgments~~vote, ~~obtained~~potentially in ~~the~~a ~~United States~~manner ~~courts~~that ~~against~~you ~~our~~do ~~directors~~not ~~or officers~~support.

Our ~~corporate~~initial ~~affairs~~shareholders ~~will~~own beapproximately ~~governed~~25% of by our ~~amended~~ issued and ~~restated~~outstanding ~~memorandum~~ordinary ~~and~~shares ~~articles~~(not ofincluding ~~association,~~ the ~~Companies~~Class ~~Act~~A ~~(as~~ordinary shares underlying the ~~same~~private ~~may~~placement beunits ~~supplemented~~and orthe restricted ~~amended~~private ~~from~~placement ~~time~~shares). In addition, prior to ~~time)~~ ~~and~~our ~~the~~initial ~~common~~business ~~law~~combination, holders of the ~~Cayman~~founder ~~Islands.~~shares ~~The~~will ~~rights~~have the ofright ~~shareholders~~to vote to ~~take~~appoint ~~action~~all ~~against~~of ~~the~~our directors, ~~actions~~and bymay ~~minority~~remove ~~shareholders and~~members of the ~~fiduciary~~board ~~responsibilities~~ of ~~our~~ directors tofor usany ~~under~~reason. ~~Cayman~~Non-managing ~~Islands~~investors will ~~law~~only ~~are~~be toissued amembership ~~large~~interests ~~extent~~in ~~governed~~our bysponsor, ~~the~~with ~~common~~no ~~law~~right ~~of the~~to ~~Cayman~~control ~~Islands.~~our ~~The~~sponsor ~~common~~or ~~law~~vote ofor ~~the~~dispose ~~Cayman~~of ~~Islands~~any issecurities ~~derived~~held by inour ~~part~~sponsor. ~~from~~Holders ~~comparatively~~of ~~limited~~our ~~judicial~~public ~~precedent~~shares inwill ~~the~~have ~~Cayman Islands~~no asright ~~well~~to asvote ~~from~~on ~~English common law,~~ the ~~decisions~~appointment of ~~whose~~directors ~~courts~~during ~~are~~such oftime; ~~persuasive~~provided, ~~authority~~however, that ~~but~~if ~~are~~all ~~not~~of ~~binding~~the onfounder ashares ~~court in~~are ~~the~~converted ~~Cayman~~prior ~~Islands.~~to ~~The~~the ~~rights~~date of ~~our~~the ~~shareholders~~initial ~~and~~business combination, the ~~fiduciary~~holders ~~responsibilities~~ of our ~~directors~~public ~~under~~shares will ~~Cayman~~have ~~Islands~~the ~~law~~right ~~are different~~to ~~from~~vote ~~what~~on ~~they~~the ~~would~~election beof ~~under~~directors. ~~statutes~~These orprovisions ~~judicial~~of ~~precedent~~our inamended ~~some~~and ~~jurisdictions~~restated inmemorandum ~~the~~and ~~United States.~~articles Inof ~~particular,~~association ~~the~~may ~~Cayman~~only ~~Islands~~be ~~has~~amended by a ~~different~~special ~~body~~resolution ofpassed ~~securities~~by ~~laws~~a asmajority ~~compared~~of toat ~~the~~least ~~United States,~~90% ~~and~~of ~~certain~~our ~~states,~~ordinary ~~such~~shares asattending ~~Delaware, may have more fully developed~~ and ~~judicially~~voting ~~interpreted~~in ~~bodies~~a ~~of corporate law~~general meeting. InAs ~~addition~~a result, ~~Cayman~~you ~~Islands~~will ~~companies may~~ not have ~~standing to~~any ~~initiate~~influence aover ~~shareholders~~the ~~derivative~~appointment ~~action~~of indirectors aprior ~~federal~~to ~~court~~our ofinitial ~~the~~business ~~United States~~combination.

~~The~~Neither ~~courts~~our ofinitial ~~the~~shareholders ~~Cayman~~nor, ~~Islands are unlikely (1)~~ to ~~recognize~~our ~~or enforce against us judgments of courts of the United States predicated upon the civil liability provisions~~knowledge, ofany ~~the federal securities laws~~ of ~~the~~our ~~United States~~directors or ~~any~~officers, ~~state;~~have ~~and~~any ~~(2) in~~current ~~original~~intention ~~actions brought in the Cayman Islands,~~ to ~~impose~~purchase ~~liabilities~~additional ~~against us predicated upon the civil liability provisions of the federal~~ securities ~~laws of the United States or any state~~, soother ~~far~~than as ~~the~~disclosed ~~liabilities imposed by those provisions are penal~~ in ~~nature~~this Annual Report. InFactors ~~those~~that ~~circumstances,~~would ~~although~~be ~~there~~considered ~~is no statutory enforcement~~ in ~~the~~making ~~Cayman~~such ~~Islands~~additional ofpurchases ~~judgments~~would ~~obtained~~include inconsideration ~~the United States, the courts~~ of the ~~Cayman~~current ~~Islands~~trading ~~will recognize~~price ~~and enforce a foreign money judgment~~ of aour ~~foreign~~Class ~~court~~A ofordinary ~~competent~~shares. ~~jurisdiction~~In ~~without~~addition, ~~retrial~~as ~~on the merits based on the principle that~~ a ~~judgment~~result of atheir ~~competent~~substantial ~~foreign~~ownership ~~court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign judgment to be enforced~~ in ~~the~~our ~~Cayman Islands~~company, ~~such~~our ~~judgment~~initial ~~must~~shareholders bemay ~~final and~~exert ~~conclusive and for~~ a ~~liquidated~~substantial ~~sum,~~influence ~~and~~on ~~must~~other ~~not~~actions berequiring ~~in respect of taxes or~~ a ~~fine~~shareholder ~~or penalty~~vote, ~~inconsistent~~potentially ~~with a Cayman Islands judgment~~ in ~~respect of the same matter, impeachable on the grounds of fraud or obtained in~~ a manner, orthat beyou ofdo anot ~~kind~~support, ~~the~~including ~~enforcement of which is,~~amendments ~~contrary~~ to ~~natural~~our ~~justice~~amended orand ~~the~~restated ~~public~~memorandum ~~policy~~and articles of ~~the~~association ~~Cayman~~and ~~Islands~~approval ~~(awards~~ of ~~punitive~~major orcorporate ~~multiple damages may well be held to be contrary to public policy)~~transactions. ~~A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.~~

AsIn aaddition, ~~result~~our board of ~~all~~directors is comprised of ~~the~~directors ~~above,~~who ~~public~~will ~~shareholders~~ generally serve a three-year term. We may ~~have~~not ~~more~~hold ~~difficulty~~an annual general meeting to appoint new directors prior to the completion of our initial business combination, in ~~protecting~~which ~~their~~case ~~interests~~all of the current directors will continue in office until at least the completion ~~face~~of the business combination. If there is an annual general meeting, our sponsor and initial shareholders, because of ~~actions~~their beneficial ~~taken~~ownership, bywill ~~management~~control the outcome, ~~members~~as only holders of our Class B ordinary shares will have the ~~board~~right to vote on the appointment of directors ~~or controlling~~and ~~shareholders~~to ~~than~~remove ~~they~~directors ~~would~~prior asto ~~public~~our ~~shareholders~~initial business combination. Accordingly, holders of our founder shares will exert significant influence over actions requiring a ~~United States~~shareholder ~~company~~vote at least until the completion of our initial business combination.

3029

~~Provisions~~We inmay ~~our~~amend ~~amended~~the ~~and~~terms ~~restated memorandum and articles~~ of ~~association~~the ~~may~~warrants ~~inhibit~~ in a ~~takeover~~manner ofthat ~~us,~~may ~~which~~be ~~could~~adverse ~~limit~~to ~~the~~holders ~~price~~of ~~investors~~public ~~might~~warrants bewith ~~willing~~the toapproval ~~pay~~by in the ~~future for~~holders ~~our~~of ~~Class A~~at ~~ordinary~~least ~~shares~~50% ~~and~~of ~~could~~the ~~entrench~~then ~~management~~outstanding public warrants.

Our public warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that (a) the terms of the public warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the public warrants and ~~restated~~the ~~memorandum~~warrant agreement set forth in this Annual Report, or defective provision (ii) removing or reducing the Company’s ability to redeem the public warrants and, ~~articles~~if applicable, a corresponding amendment to the Company’s ability to redeem the private ofplacement ~~association~~warrants ~~contain~~or (iii) adding or changing any provisions ~~that~~with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement may ~~discourage~~deem ~~unsolicited~~necessary ~~takeover~~or ~~proposals~~desirable and that ~~shareholders~~the ~~may~~parties ~~consider~~deem to benot inadversely ~~their~~affect ~~best~~the rights of ~~interests.~~the ~~These~~registered ~~provisions~~holders ~~include~~of ~~three-year~~the ~~director~~public ~~terms~~warrants ~~and~~under the ~~ability~~warrant agreement in any material respect, (b) the terms of the ~~board~~warrants may be amended with the vote or written consent of ~~directors~~at least 50% of the then outstanding public warrants and private placement warrants, voting together as a single class, to ~~designate~~allow for the ~~terms~~warrants to be or continue to be, as applicable, classified as equity in our financial statements and (c) all other modifications or amendments to our warrant agreement with respect to (i) the public warrants require the vote or written consent of holders of at least 50% of the then outstanding public warrants and (ii) the private placement warrants require the vote or ~~issue~~written ~~new~~consent ~~series~~of holders of ~~preference~~at ~~shares~~least 50% of the then outstanding private placement warrants. Accordingly, ~~which~~we may ~~make~~amend ~~more~~the ~~difficult~~terms of the ~~removal~~public warrants in a manner adverse to a holder of ~~management~~public ~~and~~warrants ~~may~~if ~~discourage~~holders ~~transactions~~of ~~that~~at ~~otherwise~~least 50% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least 50% of the then outstanding public warrants is unlimited, examples of such amendments could ~~involve~~be ~~payment~~amendments to, among other things, increase the exercise price of athe ~~premium~~warrants, ~~over~~shorten ~~prevailing~~the ~~market~~exercise ~~prices~~period ~~for~~or ~~our~~decrease ~~securities~~the number of ordinary shares purchasable upon exercise of a warrant.

~~Risks~~Our ~~Relating~~warrant toagreement ~~our~~designates ~~sponsor~~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 ~~Management~~exclusive forum for ~~Team~~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.

~~Past~~Our ~~performance~~warrant byagreement ~~our~~provides ~~management~~that, ~~team~~subject to ~~and~~applicable ~~their~~law, ~~affiliates~~(i) ~~may~~any ~~not~~action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including under the Securities Act, will be ~~indicative~~brought and enforced in the courts of ~~future~~the ~~performance~~State of anNew ~~investment~~York inor the ~~company~~United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

~~Information~~Notwithstanding ~~regarding~~the ~~performance~~foregoing, these provisions of the warrant agreement do not apply to suits brought to enforce any liability or duty created by ~~our~~the ~~management~~Exchange Act or any other claim ~~team~~for ~~and~~which ~~their~~the ~~affiliates~~federal isdistrict ~~presented~~courts ~~for~~of ~~informational~~the ~~purposes~~United ~~only~~States of America are the sole and exclusive forum. ~~Past~~Any ~~performance~~person byor entity purchasing or otherwise acquiring any interest in any of our ~~management~~warrants ~~team~~shall be deemed to have notice of and ~~their~~to ~~affiliates~~have consented to the forum provisions in our warrant agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement, ~~not~~is filed in a ~~guarantee~~court ~~either~~other ~~(1) that~~than wea ~~will~~court beof ~~able~~the toState ~~identify~~of aNew ~~suitable~~York ~~candidate~~or the United States District Court for ~~our~~the ~~initial~~Southern ~~business~~District ~~combination~~of orNew York (2a “foreign action”) in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the ~~success~~personal jurisdiction of the state and federal courts located in the State of New York in connection with ~~respect~~any toaction brought in any ~~business~~such court ~~combination~~to weenforce ~~may~~the ~~consummate.~~forum ~~You~~provisions ~~should~~(an ~~not~~“enforcement ~~rely~~action”), onand ~~the~~(y) ~~historical~~having ~~record~~service of ~~our~~process ~~management~~made ~~team or~~upon ~~their~~such ~~affiliates~~warrant holder orin any ~~related~~such ~~investment~~enforcement action by service upon such warrant holder’s ~~performance~~counsel in the foreign action as ~~indicative~~agent offor ~~our~~such ~~future~~warrant holder. ~~performance~~This choice-of-forum anprovision ~~investment~~may limit a warrant holder’s ability to bring a claim in ~~the~~a ~~company~~judicial forum that it finds favorable orfor ~~the~~disputes ~~returns~~with ~~the~~our company, ~~will~~which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or isunenforceable ~~likely~~with respect to one or more of the specified types of actions or proceedings, ~~generate~~we ~~going~~may ~~forward~~incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

~~Our~~Unlike ~~directors~~some ~~and~~other ~~officers~~similarly ~~will~~structured ~~allocate~~blank ~~their~~check ~~time~~companies, toour ~~other~~initial ~~businesses~~shareholders ~~thereby~~will ~~causing~~beneficially ~~conflicts~~own of25% ~~interest in their determination as to how much time to devote to our affairs. This conflict~~ of ~~interest could have a negative impact on~~ our ~~ability~~issued toand ~~complete~~outstanding ~~our~~ordinary ~~initial business combination~~shares.

Our ~~directors~~initial ~~and~~shareholders ~~officers~~beneficially ~~are~~own ~~not required to,~~approximately ~~and~~25% ~~will not, commit their full time to our affairs, which may result in a conflict~~ of ~~interest in allocating their time between~~ our ~~operations and~~issued ~~our search for a business combination~~ and ~~their~~outstanding ~~other~~ordinary ~~businesses~~shares. WeThis dois ~~not~~different ~~intend~~than tosome ~~have~~other ~~any~~similarly ~~full-time~~situated ~~employees~~bank ~~prior~~check tocompanies ~~the~~in ~~completion~~which ofthe ~~our~~ initial ~~business~~shareholders ~~combination.~~will ~~Our~~only ~~officers are engaged in several other business endeavors for which they may~~ be ~~entitled~~issued toan ~~substantial compensation~~aggregate ~~and our officers are not obligated to contribute any specific number~~ of ~~hours~~ ~~per~~20% ~~week to our affairs. Certain~~ of ~~our independent~~the ~~directors~~total ~~also~~number ~~serve as officers and board members for other entities. If our officers’ and directors’ other business affairs require them to devote substantial amounts~~ of ~~time~~shares to ~~such~~be ~~affairs~~outstanding inprior ~~excess of their current commitment levels, it could limit their ability~~ to ~~devote~~the ~~time to our affairs, which may have a negative impact on our ability to complete our~~ initial business combination.

~~We are dependent upon our directors and officers and their departure could adversely affect our ability to operate.~~30

Our operations are dependent upon a relatively small group of individuals and in particular, Kanishka Roy, our Chairman and Chief Executive Officer, and Steven Handwerker, our Chief Financial Officer and Director. We ~~believe~~may ~~that~~redeem ~~our~~your ~~success~~unexpired ~~depends~~public ~~on the continued service of our directors and officers, at least until~~warrants weprior ~~have completed our initial business combination. In addition, our directors and officers are not required~~ to ~~commit~~their ~~any~~exercise ~~specified~~at ~~amount of~~a time tothat ~~our~~is ~~affairs~~disadvantageous ~~and,~~to ~~accordingly~~you, ~~will~~thereby ~~have~~making ~~conflicts~~your ofpublic ~~interest~~warrants ~~in allocating their time among various business activities, including identifying potential business combinations and monitoring the related due diligence~~worthless. We do not have an employment agreement with, or key-man insurance on the life of, any of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

~~Our~~We have the ability to ~~successfully~~redeem ~~effect~~outstanding ~~our initial~~warrants ~~business~~at ~~combination~~any time after they become exercisable and prior to betheir ~~successful~~expiration, ~~thereafter~~at ~~will~~a beprice ~~dependent~~of ~~upon~~$0.01 per public warrant if, among other things, the ~~efforts~~last reported sale price of our ~~key~~Class ~~personnel,~~A ~~some~~ordinary shares equals or exceeds $18.00 per share (as adjusted to the number of ~~whom~~shares ~~may~~issuable upon ~~join~~exercise usor the exercise price of a public warrant) for any 20 trading days within a 30 trading-day period ending on the third trading ~~following~~day ~~our~~prior ~~initial~~to ~~business~~the ~~combination.~~date ~~The~~on ~~loss~~which we send the notice of redemption to the warrant holders. If and when the public warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a ~~target’s~~result, ~~key~~we ~~personnel~~may ~~could~~redeem ~~negatively~~the ~~impact~~public warrants as set forth above even if the ~~operations~~holders ~~and~~are otherwise ~~profitability~~unable to exercise the public warrants. Redemption of ~~our~~the ~~post~~issued and outstanding public warrants could force you to: (1) exercise your public warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (2) sell your public warrants at the then-~~combination~~current ~~business~~market price when you might otherwise wish to hold your public warrants; or (3) accept the nominal redemption price which, at the time the outstanding public warrants are called for redemption, we expect would be substantially less than the market value of your public warrants.

Our management’s ability to ~~successfully effect our initial~~require ~~business~~holders ~~combination is dependent upon the efforts~~ of our ~~key~~public ~~personnel.~~warrants ~~The~~to ~~role~~exercise ofsuch ~~our~~public ~~key~~warrants ~~personnel~~on ina ~~the~~cashless ~~target~~basis business, however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our initial business combination, it is likely that some or all of the management of the target business will ~~remain in~~cause ~~place.~~holders ~~While we intend~~ to ~~closely~~receive ~~scrutinize~~fewer ~~any~~Class ~~individuals~~A ~~we engage after our initial business combination, we cannot assure you~~ordinary ~~that~~shares ~~our~~upon ~~assessment~~their ofexercise ~~these individuals will prove to be correct. These individuals may be unfamiliar with the requirements~~ of ~~operating a company regulated by~~ the ~~SEC,~~public ~~which~~warrants ~~could~~than ~~cause~~they uswould to have toreceived ~~expend~~had ~~time~~they ~~and~~been ~~resources~~able ~~helping~~to ~~them~~exercise ~~become~~their ~~familiar~~public ~~with~~warrants ~~such requirements~~for cash.

InIf ~~addition,~~we ~~the~~call ~~directors~~our ~~and~~public ~~officers~~warrants offor anredemption ~~acquisition~~after ~~candidate~~the ~~may~~redemption ~~resign~~criteria ~~upon~~described ~~completion~~elsewhere ofin ~~our~~this ~~initial~~Annual ~~business~~Report ~~combination.~~has ~~The~~been ~~departure~~satisfied, ofour amanagement ~~business~~will ~~combination~~have ~~target’s key~~the ~~personnel~~option ~~could~~to ~~negatively~~require any ~~impact~~holder ~~the~~that ~~operations~~wishes ~~and~~to ~~profitability~~exercise ofits ~~our~~public ~~post-combination~~warrants ~~business.~~(including ~~The~~any ~~role~~public ofwarrants anheld ~~acquisition~~by ~~candidate’s key~~our ~~personnel~~sponsor, ~~upon~~officers, ~~the~~directors ~~completion~~or oftheir permitted ~~our~~transferees) ~~initial~~to ~~business~~do ~~combination~~so ~~cannot~~on bea ~~ascertained~~cashless ~~at this time~~basis. ~~Although~~If weour ~~contemplate~~management ~~that certain~~chooses ~~members~~to ofrequire anholders ~~acquisition~~to ~~candidate’s~~exercise ~~management~~their ~~team~~public ~~will~~warrants ~~remain~~on a ~~associated~~cashless ~~with~~basis, the ~~acquisition~~number ~~candidate~~of ~~following~~Class ~~our initial~~A ~~business~~ordinary ~~combination,~~shares itreceived isby ~~possible~~a ~~that~~holder ~~members~~upon ofexercise ~~the~~will ~~management~~be offewer anthan ~~acquisition~~it ~~candidate~~would ~~will~~have ~~not~~been ~~wish~~had tosuch holder ~~remain~~exercised intheir ~~place~~public warrants for cash. ~~The~~ ~~loss~~This ofwill ~~key~~have ~~personnel~~the ~~could~~effect ~~negatively~~of ~~impact~~reducing the ~~operations~~potential ~~and~~“upside” ~~profitability~~ of ~~our~~the ~~post-combination~~holder’s investment ~~business~~in us.

31Our warrants, founder shares, private placement units and restricted private placement shares may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.

~~Our~~We ~~key~~issued ~~personnel~~public ~~may~~warrants ~~negotiate~~to ~~employment~~purchase or8,625,000 ~~consulting~~Class ~~agreements~~A ~~with~~ordinary shares at a ~~target~~price ~~business~~of $11.50 per whole share (subject to adjustments as provided in ~~connection~~the ~~with~~registration statement) as part of the units offered by this Annual Report and, also issued in a ~~particular~~private ~~business~~placement ~~combination~~an aggregate of 672,875 private placement units, which include private placement warrants to purchase an aggregate of 336,438 Class A ordinary shares at $11.50 ~~These~~per ~~agreements~~share, ~~may~~in ~~provide~~addition ~~for~~to 570,000 restricted private placement shares. Our initial shareholders currently hold 5,750,000 ~~them~~Class B ordinary shares. The Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis, subject to adjustment ~~receive~~as ~~compensation~~set ~~following~~forth herein. In addition, if our ~~initial~~sponsor, ~~business~~any ~~combination~~of its affiliates or certain of our directors and asofficers amake ~~result~~any working capital loans, up to $1,500,000 of such loans may ~~cause~~be ~~them~~converted into private placement units, at the price of $10.00 per unit at the option of the lender. To the extent we issue Class A ordinary shares to ~~have~~effectuate ~~conflicts~~a business combination, the potential for the issuance of ~~interest~~a substantial number of additional Class A ordinary shares upon exercise of these warrants or conversion rights incould ~~determining~~make ~~whether~~us a ~~particular~~less attractive acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the business combination. Therefore, isour warrants and founder shares may make it more difficult to effectuate a business combination or increase the ~~most~~cost ~~advantageous~~of acquiring the target business.

~~Our~~The ~~key~~private ~~personnel~~placement ~~may~~warrants beare ~~able~~identical to the ~~remain~~warrants ~~with~~sold ~~the company~~as ~~after~~part of the ~~completion~~units ofin our initial ~~business~~public ~~combination~~offering ~~only~~except ifthat: (1) they ~~are~~will ~~able~~not tobe ~~negotiate~~redeemable ~~employment~~by orus; ~~consulting~~(2) ~~agreements in~~they ~~connection with~~ (including the ~~business~~Class ~~combination.~~A ~~Such~~ordinary ~~negotiations~~shares ~~would~~issuable ~~take~~upon ~~place~~exercise ~~simultaneously with the negotiation~~ of ~~the~~these ~~business~~warrants) ~~combination and~~may ~~could~~not, ~~provide~~subject ~~for such individuals~~ to ~~receive~~certain ~~compensation~~limited inexceptions, ~~the~~be ~~form~~transferred, assigned ~~of cash payments and/~~or ~~our~~sold ~~securities~~until ~~for~~30 ~~services~~days ~~they would render to us~~ after the completion of our initial business combination.; ~~The~~(3) ~~personal~~they ~~and~~may ~~financial~~be ~~interests~~exercised ofby ~~such~~the ~~individuals~~holders ~~may~~on ~~influence~~a ~~their~~cashless ~~motivation~~basis inand ~~identifying~~(4) ~~and~~they ~~selecting~~(including athe ~~target~~ordinary ~~business,~~shares ~~subject~~issuable toupon ~~his~~exercise orof ~~her~~these ~~fiduciary~~warrants) ~~duties~~are ~~under~~entitled ~~Cayman~~to ~~Islands~~registration ~~law~~rights. In ~~However~~addition, we ~~believe~~with ~~the~~respect ~~ability of such individuals~~ to ~~remain~~private ~~with~~placement uswarrants ~~after~~held by the ~~completion~~underwriters ofand/or ~~our~~their ~~initial~~designees, ~~business~~such ~~combination~~private placement warrants will ~~not~~ be ~~the determining~~subject ~~factor~~to inthe ~~our~~lock-up ~~decision~~and asregistration torights ~~whether~~limitations orimposed ~~not~~by weFINRA ~~will~~Rule ~~proceed~~5110 ~~with~~and ~~any~~will ~~potential~~not ~~business~~be ~~combination.~~exercisable ~~There~~more isthan ~~no certainty,~~five ~~however,~~years ~~that~~from ~~any of our key personnel will remain with us after~~ the ~~completion~~commencement of ~~our~~sales ~~initial~~in ~~business combination. We cannot assure you that any of~~ our ~~key~~initial ~~personnel~~public ~~will~~offering ~~remain~~ in ~~senior~~accordance ~~management or advisory positions~~ with ~~us.~~FINRA ~~The~~Rule ~~determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination~~5110(g)(8).

Certain of our directors and officers are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.31

~~Until~~Because weeach ~~consummate~~unit ~~our~~contains ~~initial~~one-half ~~business combination, we intend to engage in the business~~ of ~~identifying and combining with~~ one public orwarrant ~~more businesses. Our sponsor~~ and ~~directors~~only ~~and officers are, or may in the future become, affiliated with entities that are engaged in~~ a ~~similar~~whole ~~business.~~public ~~For~~warrant ~~example,~~may ~~Kanishka~~be ~~Roy~~exercised, ~~our Chairman and Chief Executive Officer, currently serves as Chairman, President and CEO of Plum Acquisition Corp. III, and is also~~ the ~~manager of~~units ~~Mercury~~may ~~Capital,~~be ~~its~~worth ~~sponsor,~~less ~~and~~than ~~Steven~~units ~~Handwerker, our Chief Financial Officer and Director, currently serves as CFO~~ of ~~Plum Acquisition Corp. III. Our sponsor and directors and officers are also not prohibited from sponsoring, or otherwise becoming involved with, any~~ other blank check companies ~~prior to us completing our initial business combination~~.

~~Our~~Each ~~directors~~unit ~~and~~contains ~~officers~~one-half ~~also~~of ~~may~~one ~~become~~public ~~aware~~warrant. ofPursuant ~~business opportunities which may be appropriate for presentation~~ to ~~us and~~ the ~~other~~warrant ~~entities~~agreement, tono ~~which~~fractional ~~they~~public ~~owe~~warrants ~~certain~~will ~~fiduciary~~be ~~or contractual~~issued ~~duties.~~upon ~~Accordingly,~~separation ~~they may have conflicts~~ of ~~interest~~the inunits, ~~determining~~and toonly ~~which~~whole ~~entity~~public ~~a particular business opportunity~~warrants ~~should~~will ~~be presented~~trade. ~~These~~This ~~conflicts~~is ~~may~~different ~~not~~from beother ~~resolved~~offerings insimilar ~~our~~to ~~favor~~ours ~~and~~whose aunits ~~potential~~include ~~target~~one ~~business~~ordinary ~~may~~share beand ~~presented~~one towhole ~~other~~public ~~entities~~warrant ~~prior~~ to ~~its~~purchase ~~presentation~~one toshare. ~~us,~~We ~~subject~~have toestablished ~~his~~the orcomponents ~~her~~of ~~fiduciary~~the ~~duties~~units ~~under~~in ~~Cayman~~this ~~Islands~~way ~~law.~~in ~~Our~~order ~~amended~~to ~~and~~reduce ~~restated~~the ~~memorandum and~~dilutive ~~articles~~effect of ~~association provide that, to~~ the ~~fullest~~public warrants ~~extent~~upon ~~permitted~~completion byof ~~applicable~~a ~~law:~~business ~~(i) no~~combination ~~individual~~since ~~serving~~the aspublic awarrants ~~director or~~will anbe ~~officer~~exercisable ~~shall~~in ~~have~~the ~~any~~aggregate ~~duty,~~for ~~except~~a ~~and~~third toof the ~~extent~~number of ~~expressly~~shares ~~assumed~~compared ~~by contract,~~ to ~~refrain~~units ~~from~~that ~~engaging~~each ~~directly~~contain ora ~~indirectly in~~whole ~~the~~public ~~same~~warrant orto ~~similar~~purchase ~~business~~one ~~activities~~whole orshare, ~~lines~~thus ofmaking ~~business as~~ us;, ~~and (ii)~~ we ~~renounce any interest or expectancy in~~believe, ora inmore attractive ~~being~~business ~~offered~~combination anpartner ~~opportunity~~for totarget ~~participate~~businesses. inNevertheless, ~~any~~this ~~potential~~unit ~~transaction~~structure ormay ~~matter~~cause ~~which~~our ~~may~~units to be aworth ~~corporate~~less ~~opportunity~~than ~~for~~if ~~any director~~they orincluded ~~officer,~~a onpublic ~~the~~warrant ~~one~~to ~~hand,~~purchase ~~and~~one ~~us,~~whole ~~on the other~~share.

~~Our~~A ~~directors,~~provision ~~officers,~~of ~~security~~our ~~holders and~~warrant ~~their~~agreement ~~respective~~may make ~~affiliates~~it ~~may~~more ~~have~~difficult ~~competitive~~for ~~pecuniary~~us ~~interests~~to ~~that~~consummate ~~conflict~~an ~~with~~initial ~~our~~business ~~interests~~combination. Unlike many blank check companies, if:

We(1) ~~have~~we ~~not~~issue ~~adopted~~additional aordinary ~~policy~~shares ~~that expressly prohibits our directors, officers, security holders~~ or ~~affiliates~~equity-linked ~~from~~securities ~~having~~for acapital ~~direct~~raising orpurposes ~~indirect pecuniary or financial interest~~ in ~~any~~connection ~~investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination~~ with athe ~~target~~closing ~~business that is affiliated with either~~ of our ~~sponsor~~initial ~~and~~business ~~our~~combination ~~directors~~at ~~or officers, although we do not intend to do so. Nor do we have~~ a ~~policy~~Newly ~~that~~Issued ~~expressly~~Price ~~prohibits any such persons from engaging for their own account in business activities~~ of ~~the~~less ~~types~~than ~~conducted by us~~$9.20 ~~Accordingly,~~per ~~such~~ordinary ~~persons or entities may have a conflict between their interests and ours.~~share;

~~Affiliates~~(2) ofthe ~~our~~aggregate ~~sponsor~~gross ~~have~~proceeds ~~invested~~from insuch aissuances ~~diverse set~~represent ofmore ~~industries.~~than As60% aof ~~result,~~the ~~there~~total ~~may~~equity beproceeds, ~~substantial~~and ~~overlap~~interest ~~between~~thereon, ~~companies~~available ~~that~~for ~~would~~the befunding aof ~~suitable~~our initial business combination ~~for~~on ~~us and~~the ~~companies~~date ~~that~~of ~~would~~the ~~make~~completion anof ~~attractive~~our ~~target~~initial ~~for~~business ~~such~~combination ~~other~~(net ~~affiliates.~~of redemptions); and

In(3) ~~addition,~~the ~~members~~Market ofValue ~~our management team and our board of directors directly or indirectly own founder shares, and, accordingly, may have a conflict of interest in determining whether a particular target business~~ is anbelow ~~appropriate~~$9.20 ~~business~~per ~~with which to effectuate our initial business combination.~~share,

32then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and, in the case of the public warrants only, the $18.00 per share redemption trigger prices described in the registration statement will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

WeBecause ~~may~~we ~~engage~~are inincorporated aunder ~~business~~the ~~combination~~laws ~~with~~of ~~one~~the orCayman ~~more~~Islands, ~~target~~you ~~businesses~~may ~~that~~face ~~have~~difficulties ~~relationships~~in ~~with~~protecting ~~entities~~your ~~that~~interests, ~~may~~and beyour ~~affiliated~~ability ~~with~~to ~~our~~protect ~~sponsor,~~your ~~our~~rights ~~non-managing~~through ~~investors,~~the U.S. ~~and~~federal ~~our~~courts ~~directors or officers which~~ may ~~raise~~be ~~potential conflicts of interest~~limited.

InWe ~~light~~are ofan ~~the~~exempted ~~involvement~~company ofincorporated ~~our directors and~~under ~~officers~~the ~~with~~laws ~~other entities, we may decide to acquire one or more businesses affiliated with our sponsor, our non-managing investors, and our directors and officers. Certain~~ of ~~our~~the ~~directors~~Cayman ~~and officers also serve as officers and board members for other entities~~Islands. ~~Such entities~~As ~~may~~a ~~compete with us for business combination opportunities. Our sponsor~~result, ~~our~~it ~~directors~~may ~~and~~be ~~officers~~difficult ~~are not currently aware of any specific opportunities~~ for usinvestors to ~~complete~~effect ~~our~~service ~~initial~~of ~~business~~process ~~combination~~within ~~with~~the ~~any~~United ~~entities~~States ~~with which they are affiliated, and there~~upon have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our ~~criteria and guidelines for a business combination and such transaction was approved by a majority of our independent and disinterested~~ directors. ~~Despite our agreement that we,~~ or ~~a committee of independent and disinterested directors~~officers, ~~will obtain an opinion from an independent investment banking firm that is a member of FINRA~~ or ~~from~~enforce ajudgments ~~valuation~~obtained orin ~~appraisal firm, regarding~~ the ~~fairness to~~United ~~our~~States ~~company~~courts ~~from~~against ~~a financial point of view of a business combination with one or more domestic or international businesses affiliated with~~ our ~~sponsor, our non-managing investors, and our~~ directors or officers, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

~~Since~~Our corporate affairs will be governed by our amended ~~sponsor,~~and ~~officers~~restated memorandum and ~~directors~~articles of association, the Companies Act (as the same may be supplemented or amended from time to time) and ~~any~~the ~~other~~common ~~holder~~law of ~~our~~the ~~founder~~Cayman ~~shares,~~Islands. ~~including~~The ~~any~~rights ~~non-managing~~of ~~investor~~shareholders to take action against the directors, actions by minority shareholders and the ~~underwriters~~fiduciary ~~will~~responsibilities ~~lose~~of ~~their~~our ~~entire~~directors ~~investment in~~to us ifunder ~~our~~Cayman ~~initial~~Islands ~~business~~law ~~combination~~are isto ~~not~~a ~~completed~~large ~~(other~~extent ~~than~~governed ~~with~~by ~~respect~~the tocommon ~~any~~law ~~public~~of the ~~shares~~Cayman ~~they~~Islands. ~~may~~The ~~acquire),~~common ~~and~~law ~~because~~of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman ~~our~~Islands ~~sponsor,~~as ~~officers~~well ~~and~~as ~~directors~~from ~~and~~English ~~any~~common ~~other~~law, ~~holder~~the decisions of ~~our~~whose ~~founder~~courts ~~shares~~are of persuasive authority, ~~including~~but ~~any~~are ~~non-managing~~not ~~investor,~~binding ~~directly~~on ora ~~indirectly~~court ~~may~~in ~~profit~~the ~~substantially~~Cayman ~~from~~Islands. aThe ~~business~~rights ~~combination~~of asour ashareholders ~~result~~and ofthe ~~their~~fiduciary ~~ownership~~responsibilities of ~~founder~~our ~~shares~~directors ~~even~~ under ~~circumstances~~Cayman ~~where~~Islands ~~our~~law are ~~public~~different ~~shareholders~~from what they would ~~experience~~be ~~losses~~under statutes or judicial precedent in ~~connection~~some ~~with~~jurisdictions ~~their~~in ~~investment~~the United States. In particular, the Cayman Islands has a ~~conflict~~different body of ~~interest~~securities ~~may~~laws ~~arise~~as incompared ~~determining~~to ~~whether~~the United States, and certain states, such as Delaware, may have amore ~~particular~~fully ~~business~~developed ~~combination~~and ~~target~~judicially isinterpreted ~~appropriate~~bodies ~~for~~of ~~our~~corporate ~~initial~~law. ~~business~~In ~~combination~~addition, ~~including~~Cayman inIslands ~~connection~~companies ~~with~~may ~~the~~not ~~shareholder~~have standing to ~~vote~~initiate a shareholders derivative action in ~~respect~~a ~~thereto~~federal court of the United States.

OnThe ~~June 26,~~courts ~~2024,~~of ~~our~~the ~~sponsor~~Cayman ~~paid~~Islands ~~$25,000,~~are unlikely (1) to recognize or ~~approximately~~enforce ~~$0.003~~against ~~per~~us ~~share,~~judgments toof ~~cover~~courts ~~certain~~of the United States predicated upon the civil liability provisions of ~~our~~the federal ~~offering~~securities laws of the United States or any state; and ~~formation~~(2) ~~costs~~in original actions brought in ~~exchange~~the ~~for~~Cayman anIslands, ~~aggregate~~to impose liabilities against us predicated upon the civil liability provisions of 7the federal securities laws of the United States or any state,~~665,900~~ ~~founder~~so far as ~~shares.~~the ~~Prior~~liabilities toimposed ~~this~~by ~~initial~~those ~~investment~~provisions are penal in usnature. byIn ~~our~~those ~~sponsor~~circumstances, wealthough ~~had~~there is no ~~assets~~statutory enforcement in the Cayman Islands of judgments obtained in the United States, ~~tangible~~the orcourts ~~intangible.~~of ~~During~~the ~~July~~Cayman Islands will recognize and ~~August~~enforce ~~2024,~~a foreign money ~~our~~judgment ~~sponsor~~of ~~transferred~~a ~~25,000~~foreign ~~founder~~court ~~shares~~of tocompetent ~~each~~jurisdiction without retrial on the merits based on the principle that a judgment of ~~our~~a ~~independent~~competent foreign ~~directors~~court (imposes upon the judgment debtor an ~~aggregate~~obligation ofto ~~75,000~~pay ~~founder~~the ~~shares)~~sum atfor ~~their~~which ~~original~~judgment has been given provided certain conditions ~~purchase~~are ~~price~~met. OnFor ~~December 6~~a foreign judgment to be enforced in the Cayman Islands, ~~2024~~such judgment must be final and conclusive and for a liquidated sum, ~~our~~and ~~sponsor~~must ~~surrendered~~not 1be in respect of taxes or a fine or penalty,~~915,900~~ ~~founder~~inconsistent ~~shares~~with ~~for~~a noCayman ~~consideration.~~Islands ~~Our~~judgment ~~initial~~in ~~shareholders~~respect of the same matter, ~~currently~~impeachable ~~hold~~on anthe ~~aggregate~~grounds of 5fraud or obtained in a manner,~~750~~ or be of a kind the enforcement of which is,~~000~~ ~~founder~~contrary ~~shares~~to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

~~Our~~As ~~initial~~a ~~shareholders~~result ~~collectively~~of ~~beneficially own~~all ~~approximately 25%~~ of ~~our~~the ~~issued~~above, ~~and~~public ~~outstanding~~shareholders may ~~shares~~have ~~(not~~more ~~including~~difficulty ~~the~~in ~~Class A~~protecting ~~ordinary~~their ~~shares~~interests ~~underlying~~in the ~~private~~face ~~placement units~~of ~~and~~actions ~~the~~taken ~~restricted~~by ~~private~~management, ~~placement~~members ~~shares).~~of ~~The~~the ~~founder~~board ~~shares~~of ~~will~~directors beor controlling ~~worthless~~shareholders ifthan wethey dowould ~~not~~as ~~complete~~public anshareholders ~~initial~~of ~~business~~a ~~combination~~United States company.

In addition, our sponsor purchased an aggregate of 440,000 private placement units and 570,000 restricted private placement shares at a price of $10.00 per private placement unit or a combined price of $10.00 per non-managing investor private placement security, as applicable, or $4,400,000 in the aggregate, in a private placement that closed simultaneously with the closing of our initial public offering. The underwriters committed to use a portion of their underwriting discount and commission to purchase an aggregate of 232,875 private placement units at a price of $10.00 per unit, or $2,328,750 in the aggregate, in said private placement.32

33Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.

~~The~~Our ~~non-managing~~amended ~~investors~~and ~~have~~restated ~~purchased,~~memorandum ~~indirectly through the purchase of non-managing sponsor membership interests, an aggregate of 285,000 private placement units~~ and ~~570,000 restricted~~articles ~~private~~of ~~placement~~association ~~shares~~contain atprovisions athat ~~combined~~may ~~price~~discourage ofunsolicited ~~$10.00~~takeover ~~per~~proposals ~~non-managing~~that ~~investor~~shareholders ~~private~~may ~~placement~~consider ~~security~~to ~~($2,850,000~~be in ~~the~~their ~~aggregate)~~best ininterests. aThese ~~private~~provisions ~~placement~~include ~~that~~three-year ~~closed~~director ~~simultaneously~~terms ~~with~~and the ~~closing~~ability of ~~our~~the ~~initial~~board ~~public~~of ~~offering.~~directors ~~The~~to ~~non-managing~~designate ~~investors~~the ~~paid~~terms noof and ~~additional~~issue ~~consideration~~new ~~for~~series ~~the~~of ~~restricted~~preference ~~private placement~~ shares, which ~~allowed~~may ~~them~~make ~~to invest in our company on~~ more ~~favorable~~difficult ~~terms than~~the ~~other~~removal ~~investors.~~of ~~Subject~~management toand ~~each~~may ~~non-managing~~discourage ~~investor~~transactions ~~purchasing,~~that ~~through an investment in our sponsor, the non-managing investor~~otherwise ~~private~~could ~~placement~~involve ~~securities~~payment ~~allocated to it in connection with the closing~~ of ~~our initial public offering, our sponsor issued membership interests at~~ a ~~nominal~~premium ~~purchase~~over ~~price~~prevailing tomarket ~~the~~prices ~~non-managing~~for ~~investors reflecting interests in an aggregate of 2,280,000 founder shares held by~~ our ~~sponsor~~securities.

~~Given~~Risks ~~the~~Relating ~~differential in the purchase price paid for the founder shares as compared~~ to our initial public offering price of the public shares and the substantial number of Class A ordinary shares that holders of our founder shares would receive upon conversion of the founder shares upon a business combination, the founder shares may have significant value after the business combination even if our Class A ordinary shares trade below our initial public offering price and holders of our public shares have a substantial loss on their investment. Our initial shareholders have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination. In addition, we may obtain loans from either of our sponsor, ~~any of its affiliates or certain of our directors~~ and ~~officers. The non-managing investors are not required to (i) hold~~Management any units, Class A ordinary shares or public warrants they may purchase in our initial public offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non-managing investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in our initial public offering as the rights afforded to our other public shareholders. However, if the non-managing investors purchase all of the units for which they have expressed to us an interest in purchasing or otherwise hold a substantial number of our units, then the non-managing investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares as further discussed in this Annual Report. The non-managing investors will share in any appreciation of the founder shares and restricted private placement shares through their membership interests in our sponsor if we successfully complete a business combination. Accordingly, non-managing investors’ interests in the founder shares and restricted private placement shares owned by them indirectly through their membership interests in our sponsor may provide them with an incentive to vote any public shares they own in favor of a business combination, and make a substantial profit on such interests, even if the business combination is with a target that ultimately declines in value and is not profitable for other public shareholders. Further, in light of the non-managing investors’ interests in the founder shares, private placement units and restricted private placement shares, in the event we pursue an initial business combination with a company that is affiliated with one or more non-managing investors, such non-managing investors would have a conflict of interest in approving such initial business combination.Team

~~The~~Past ~~personal~~performance ~~and~~by ~~financial interests of~~ our ~~sponsor~~management team and ~~our directors and officers and any holders of our founder shares or our private placement securities may influence~~ their ~~motivation in~~affiliates ~~identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination and~~ may ~~result~~not in a misalignment of interests between the holders of our founder shares, including any non-managing investors, and our officers and directors, on the one hand, and our public shareholders, on the other. These risks may become more acute as the deadline to complete our initial business combination nears. In particular, because the founder shares were purchased at a purchase price of approximately $0.003 per share, the holders of our founder shares, including any non-managing investors, and certain of our directors and officers that directly or indirectly own founder shares) could make a substantial profit after our initial business combination even if our public shareholders lose money on their investment as a result of a decrease in the post-combination value of their Class A ordinary shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business combination). For example, a holder of 1,000 founder shares would have paid approximately $3.00 to purchase such shares. At the time of an initial business combination, such holder would be ~~able~~indicative to convert such founder shares into 1,000 Class A ordinary shares, and would receive the same consideration in connection with our initial business combination as a public shareholder for the same number of ~~Class A~~future ~~ordinary~~performance ~~shares. If the trading price~~ of ~~our Class A ordinary shares on a post-combination basis (after accounting for any adjustments in connection with~~ an ~~exchange~~investment or other transaction contemplated by the business combination) were to decrease to $5.00 per Class A ordinary share, such holder of our founder shares would obtain a profit of approximately $4,997 on account of the 1,000 founder shares that the holder had converted into Class A ordinary shares in ~~connection with~~ the ~~initial business combination~~company. ~~By contrast, a public shareholder holding 1,000 Class A ordinary shares acquired in our initial public offering would lose approximately $5,000 in connection with the same transaction.~~

~~Further,~~Information ~~each~~regarding ofperformance by our ~~officers~~management team and ~~directors~~their ~~may~~affiliates is presented for informational purposes only. Past performance by our management team and their affiliates is ~~have~~not a ~~conflict~~guarantee ofeither ~~interest~~(1) ~~with~~that ~~respect~~we will be able to ~~evaluating~~identify a ~~particular~~suitable ~~business~~candidate ~~combination~~for ifour ~~the~~initial ~~retention~~business combination or ~~resignation~~(2) of success with respect to any ~~such~~business ~~officers and~~combination ~~directors~~we ~~were~~may toconsummate. beYou ~~included~~should bynot arely ~~target~~on ~~business~~the ashistorical arecord ~~condition~~of toour management team or their affiliates or any ~~agreement~~related ~~with~~investment’s ~~respect~~performance toas indicative of our ~~initial~~future ~~business~~performance ~~combination~~of an investment in the company or the returns the company will, or is likely to, generate going forward.

34Our directors and officers will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.

~~The~~Our ~~nominal~~directors ~~purchase~~and ~~price~~officers ~~paid~~are bynot ~~our~~required ~~sponsor~~to, and ~~certain~~will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their time between our ~~independent~~operations and ~~directors~~our search for a business combination and their other businesses. We do not intend to have any full-time employees prior to the ~~founder~~completion of ~~shares~~our ~~may~~initial ~~result~~business combination. Our officers are engaged in ~~significant~~several ~~dilution~~other business endeavors for which they may be entitled to ~~the~~substantial compensation ~~implied~~and ~~value~~our officers are not obligated to contribute any specific number of ~~your~~hours ~~public~~per week to our affairs. Certain of our independent ~~shares~~directors ~~upon~~also ~~the~~serve ~~consummation~~as officers and 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.

We sold our units at an offering price of $10.00 per unit and the amount in our trust account is initially $10.10 per public share, implying an initial value of $10.10 per public share. However, prior to our initial public offering, our sponsor, and certain of our independent directors paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.003 per share. As a result, the value of your public shares may be significantly diluted upon the consummation of our initial business combination, when the founder shares are ~~converted~~dependent ~~into public shares. For example, the following table shows the dilutive effect of the founder shares on the implied value of the public shares~~ upon ~~the consummation of~~ our ~~initial~~directors business combination, assuming that our equity value at that time is $145,500,000 which is the amount we would have for our initial business combination in the trust account after payment of up to $6,000,000 of deferred underwriting commissions, assuming the underwriters’ over-allotment option was not exercised, no interest is earned on the funds held in the trust account, and ~~no public~~ ~~shares~~officers ~~are redeemed in connection with our initial business combination,~~ and ~~without~~their ~~taking~~departure ~~into~~could ~~account~~adversely ~~any~~affect ~~other potential impacts on~~ our ~~valuation~~ability ~~at such time, such as the trading price of our public shares, the business combination transaction costs, any equity issued or cash paid~~ to ~~the target’s sellers or other third parties, or the target’s business itself, including its assets, liabilities, management and prospects, as well as the value of our public and private warrants~~operate. At such valuation, each of our ordinary shares would have an implied value of $6.86 per share upon consummation of our initial business combination, which would be an approximate 32.1% decrease as compared to the initial implied value per public share of $10.10.

WeOur ~~may~~operations ~~approve~~are andependent ~~amendment~~upon ora ~~waiver~~relatively small group of ~~the~~ ~~letter~~individuals ~~agreement~~and ~~that~~in ~~would~~particular, ~~allow~~Kanishka Roy, our ~~sponsor~~Chairman toand ~~directly~~Chief Executive Officer, orand ~~members~~Steven Handwerker, our Chief Financial Officer and Director. We believe that our success depends on the continued service of our ~~sponsor~~directors toand ~~indirectly~~officers, ~~transfer~~at ~~founder~~least ~~shares~~until we have completed our initial business combination. In addition, our directors and ~~private~~officers are not required to commit any specified amount ~~placement~~of ~~units~~time into aour ~~transaction~~affairs inand, ~~which~~accordingly, ~~the~~will ~~sponsor~~have ~~removes~~conflicts ~~itself~~of asinterest ~~our~~in ~~sponsor~~allocating ~~before~~their ~~identifying~~time aamong various business ~~combination~~activities, ~~which~~including identifying ~~may~~potential business combinations and monitoring the related due diligence. We do not have an employment agreement with, or ~~deprive~~key-man usinsurance on the life of, ~~key~~any ~~personnel~~of our directors or officers. The unexpected loss of the services of one or more of our directors or officers could have a detrimental effect on us.

~~While~~Our ~~there~~ability ~~is no current intention~~ to dosuccessfully ~~so, and~~effect ~~the members of~~ our ~~management~~initial business ~~team~~combination and ~~sponsor~~to ~~have~~be ~~not~~successful ~~done~~thereafter sowill ~~with~~be ~~any~~dependent ~~previously~~upon ~~formed~~the ~~special~~efforts ~~purpose acquisition companies, we may approve an amendment or waiver~~ of ~~the~~our ~~letter~~key ~~agreement that would allow the sponsor to directly~~personnel, orsome ~~members~~ of ~~our~~whom ~~sponsor~~may tojoin ~~indirectly,~~us ~~transfer~~following ~~founder shares and private placement units in a transaction in which the sponsor removes itself as~~ our ~~sponsor~~initial ~~before identifying a~~ business combination. AsThe aloss ~~result,~~of ~~there is a risk that~~ our ~~sponsor and our officers and directors may divest their ownership~~ or ~~economic interests~~a intarget’s ~~us or in our sponsor, which would likely result in our loss of certain~~ key personnel, ~~including~~could ~~Kanishka~~negatively ~~Roy~~impact ~~and~~the ~~Steven~~operations ~~Handwerker.~~and ~~There~~profitability ~~can~~of beour ~~no assurance that any replacement sponsor or key personnel will successfully identify a business~~ post-combination ~~target for us, or, even if one is so identified, successfully complete such~~ business ~~combination~~.

Our ~~management~~ability ~~may~~to ~~not~~successfully beeffect ~~able~~our toinitial business ~~maintain~~combination is dependent upon the efforts of our key personnel. The role of our key personnel in the target business, however, ~~control~~cannot presently be ascertained. Although some of aour key personnel may remain with the target business ~~after~~in senior management or advisory positions following our initial business combination., Weit ~~cannot~~is ~~provide~~likely ~~assurance~~ that, ~~upon~~some ~~loss~~or all of ~~control~~the management of athe target business will remain in place. While we intend to closely scrutinize any individuals we engage after our initial business combination, ~~new~~we ~~management~~cannot assure you that our assessment of these individuals will ~~possess~~prove to be correct. These individuals may be unfamiliar with the ~~skills~~requirements of operating a company regulated by the SEC, ~~qualifications~~which orcould ~~abilities~~cause ~~necessary~~us to ~~profitably~~have ~~operate~~to expend time and resources helping them become familiar with such ~~business~~requirements.

WeIn may structure our initial business combination so that the post-transaction company in which our public shareholders own shares will own less than 100% of the equity interests or assets of a target businessaddition, ~~but we will complete such business combination only if~~ the ~~post-transaction~~directors ~~company owns or acquires 50% or more of the issued~~ and ~~outstanding~~officers ~~voting securities~~ of ~~the target or otherwise acquires a controlling interest in the target business sufficient for us not to be required to register as~~ an ~~investment company under the Investment Company Act. We will not consider any transaction~~ ~~that~~acquisition ~~does~~candidate ~~not~~may ~~meet~~resign ~~such~~upon ~~criteria.~~completion ~~Even if the post-transaction company owns 50% or more~~ of ~~the voting securities of the target,~~ our ~~shareholders prior to our~~ initial business combination. ~~may~~The ~~collectively~~departure ~~own~~of a ~~minority interest in the post~~ business combination ~~company, depending~~target’s onkey ~~valuations~~personnel ~~ascribed~~could tonegatively impact the ~~target~~operations and usprofitability inof our ~~initial business~~ post-combination ~~transaction~~business. ~~For~~The ~~example,~~role weof ~~could~~an ~~pursue~~acquisition ~~a transaction~~candidate’s inkey ~~which~~personnel weupon ~~issue~~the acompletion ~~substantial number~~ of ~~new~~our ~~ordinary~~initial ~~shares~~business incombination ~~exchange~~cannot ~~for~~be ~~all~~ascertained ofat ~~the~~this ~~issued~~time. ~~and~~Although ~~outstanding~~we ~~capital~~contemplate ~~stock, shares~~that orcertain ~~other~~members ~~equity securities~~ of aan ~~target.~~acquisition Incandidate’s ~~this~~management ~~case,~~team wewill ~~would~~remain ~~acquire~~associated awith ~~100% interest in~~ the ~~target.~~acquisition ~~However,~~candidate asfollowing ~~a result of the issuance~~our ofinitial abusiness ~~substantial number of new ordinary shares~~combination, ~~our~~it ~~shareholders~~is ~~immediately~~possible ~~prior~~that tomembers ~~such~~of ~~transaction~~the ~~could~~management ~~own less than a majority~~ of ~~our~~an ~~issued~~acquisition ~~and~~candidate ~~outstanding~~will ~~ordinary~~not ~~shares~~wish ~~subsequent~~ to ~~such~~remain ~~transaction.~~in ~~In addition, other minority shareholders may subsequently~~place. ~~combine~~The ~~their~~loss ~~holdings~~of ~~resulting~~key inpersonnel acould ~~single~~negatively ~~person~~impact orthe ~~group~~operations ~~obtaining~~and aprofitability ~~larger share~~ of ~~the company’s shares than we initially acquired. Accordingly, this may make it more likely that~~ our ~~management~~post-combination ~~will not be able to maintain our control of the target~~ business.

~~Our initial business combination will require approval of a majority of our board of directors, as well as a majority of our independent directors.~~33

~~Pursuant~~Our tokey ~~our~~personnel ~~amended~~may ~~and~~negotiate ~~restated memorandum~~employment ~~and~~or ~~articles~~consulting ofagreements ~~association,~~with ~~our~~a ~~initial~~target business ~~combination~~in ~~will~~connection ~~require~~with ~~the~~a ~~approval~~particular ofbusiness acombination. ~~majority~~These ofagreements ~~our~~may ~~board~~provide offor them ~~directors~~to ~~and,~~receive ~~under Nasdaq~~compensation ~~rules,~~following our initial business combination ~~will~~and ~~also~~as ~~require the approval of~~ a ~~majority of our independent directors. Unless we receive the requisite board member approvals~~result, wemay ~~will~~cause ~~not~~them ~~be able~~ to ~~enter~~have ~~into~~conflicts aof ~~definitive~~interest in ~~merger~~determining orwhether ~~similar~~a ~~agreement~~particular ~~relating~~business tocombination ~~our~~is ~~initial business~~the ~~combination~~most advantageous.

35Our key personnel may be able to remain with the company after the completion of our initial business combination only if they are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after the completion of our initial business combination. The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target business, subject to his or her fiduciary duties under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion of our initial business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our initial business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

~~Risks~~Certain ~~Associated~~of ~~with~~our ~~Acquiring~~directors and ~~Operating~~officers are anow, ~~Business~~and all of them may in ~~Foreign~~the ~~Countries~~future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

IfUntil ~~our~~we ~~management~~consummate ~~team~~our ~~pursues~~initial abusiness ~~company~~combination, we intend to engage in the business of identifying and combining with ~~operations~~one or ~~opportunities~~more ~~outside~~businesses. ofOur sponsor and directors and officers are, or may in the ~~United States~~future ~~for~~become, ~~our~~affiliated ~~initial~~with entities that are engaged in a similar business. ~~combination~~For example, weKanishka ~~may~~Roy, ~~face~~our ~~additional burdens~~Chairman inand ~~connection~~Chief ~~with~~Executive ~~investigating~~Officer, ~~agreeing~~currently toserves as Chairman, President and ~~completing~~CEO ~~such~~of ~~combination~~Plum Acquisition Corp. III, and ifis wealso ~~effect~~the ~~such~~manager ~~initial~~of Mercury ~~business~~Capital, ~~combination~~its sponsor, ~~we would~~and beSteven ~~subject~~Handwerker, toour aChief ~~variety~~Financial Officer and Director, currently serves as CFO of ~~additional~~Plum ~~risks~~Acquisition Corp. ~~that~~III. ~~may~~Our ~~negatively~~sponsor ~~impact~~and directors and officers are also not prohibited from sponsoring, or otherwise becoming involved with, any other blank check companies prior to us completing our ~~operations~~initial business combination.

IfOur ~~our~~directors ~~management~~and ~~team~~officers ~~pursues~~also amay ~~company~~become ~~with~~aware ~~operations~~of orbusiness opportunities ~~outside~~which ofmay ~~the~~be ~~United States~~appropriate for ~~our~~presentation ~~initial~~to ~~business~~us ~~combination~~and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, wethey ~~would~~may behave ~~subject~~conflicts of interest in determining to ~~risks~~which ~~associated with~~entity ~~cross-border~~a particular business ~~combinations,~~opportunity should ~~including~~be presented. These conflicts may not be resolved in ~~connection~~our ~~with~~favor ~~investigating~~and a potential target business may be presented to other entities prior to its presentation to us, ~~agreeing~~subject to his or her fiduciary duties under Cayman Islands law. Our amended and ~~completing~~restated ~~our~~memorandum and ~~initial~~articles ~~business~~of ~~combination~~association provide that, ~~conducting~~ ~~due~~to ~~diligence~~the infullest extent permitted by applicable law: (i) no individual serving as a ~~foreign~~director ~~market~~or an officer shall have any duty, ~~having~~except ~~such~~and ~~transaction~~to ~~approved~~the byextent ~~any~~expressly ~~local~~assumed ~~governments~~by contract, ~~regulators~~to refrain from engaging directly or ~~agencies~~indirectly in the same or similar business activities or lines of business as us; and ~~changes~~(ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, ~~the~~any ~~purchase~~potential ~~price~~transaction ~~based~~or matter which may be a corporate opportunity for any director or officer, on ~~fluctuations~~the inone ~~foreign~~hand, ~~exchange~~and ~~rates~~us, on the other.

IfOur wedirectors, ~~effect~~officers, ~~our~~security ~~initial business combination~~holders ~~with~~and ~~such~~their arespective ~~company,~~affiliates wemay ~~would~~have becompetitive ~~subject~~pecuniary tointerests ~~any~~that ~~special~~conflict ~~considerations or risks associated~~ with ~~companies~~our ~~operating in an international setting, including any of the following:~~interests.

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

●Affiliates ~~rules~~of our sponsor have invested in a diverse set of industries. As a result, there may be substantial overlap between companies that would be a suitable business combination for us and ~~regulations~~companies ~~regarding~~that ~~currency~~would ~~redemption;~~make an attractive target for such other affiliates.

●In ~~complex~~addition, ~~corporate~~members ~~withholding~~of ~~taxes~~our onmanagement ~~individuals;~~team and our board of directors directly or indirectly own founder shares, 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.

~~● laws governing the manner in which future business combinations may be effected;~~34

●We ~~tariffs~~may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, our non-managing investors, and ~~trade~~our ~~barriers;~~directors or officers which may raise potential conflicts of interest.

●In ~~regulations~~light ~~related~~of the involvement of our directors and officers with other entities, we may decide to ~~customs~~acquire one or more businesses affiliated with our sponsor, our non-managing investors, and ~~import/export~~our ~~matters;~~directors and officers. Certain of our directors and officers also serve as officers and board members for other entities. Such entities may compete with us for business combination opportunities. Our sponsor, our directors and officers are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our agreement that we, or a committee of independent and disinterested directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or from a valuation or appraisal firm, regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, our non-managing investors, and our directors or officers, potential conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any conflicts of interest.

●Since ~~longer~~our ~~payment~~sponsor, ~~cycles;~~officers and directors and any other holder of our founder shares, including any non-managing investor, and the underwriters will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares they may acquire), and because our sponsor, officers and directors and any other holder of our founder shares, including any non-managing investor, directly or indirectly may profit substantially from a business combination as a result of their ownership of founder shares even under circumstances where our public shareholders would experience losses in connection with their investment, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination, including in connection with the shareholder vote in respect thereto.

●On ~~tax~~June ~~consequences~~26, ~~such~~2024, asour ~~tax~~sponsor ~~law~~paid ~~changes~~$25,000, ~~including~~or approximately ~~termination~~$0.003 orper ~~reduction~~share, to cover certain of ~~tax~~our offering and ~~other~~formation ~~incentives~~costs ~~that~~in ~~the~~exchange ~~applicable~~for ~~government~~an ~~provides~~aggregate of 7,665,900 founder shares. Prior to ~~domestic~~this ~~companies~~initial investment in us by our sponsor, we had no assets, tangible or intangible. During July and ~~variations~~August in2024, our ~~tax~~sponsor ~~laws~~transferred as25,000 ~~compared~~founder shares to ~~the~~each ~~United~~of ~~States;~~our independent directors (an aggregate of 75,000 founder shares) at their original purchase price. On December 6, 2024, our sponsor surrendered 1,915,900 founder shares for no consideration. Our initial shareholders currently hold an aggregate of 5,750,000 founder shares.

●Our ~~currency~~initial ~~fluctuations~~shareholders collectively beneficially own approximately 25% of our issued and ~~exchange~~outstanding ~~controls;~~shares (not including the Class A ordinary shares underlying the private placement units and the restricted private placement shares). The founder shares will be worthless if we do not complete an initial business combination.

●In ~~rates~~addition, our sponsor purchased an aggregate of ~~inflation;~~440,000 private placement units and 570,000 restricted private placement shares at a price of $10.00 per private placement unit or a combined price of $10.00 per non-managing investor private placement security, as applicable, or $4,400,000 in the aggregate, in a private placement that closed simultaneously with the closing of our initial public offering. The underwriters committed to use a portion of their underwriting discount and commission to purchase an aggregate of 232,875 private placement units at a price of $10.00 per unit, or $2,328,750 in the aggregate, in said private placement.

~~● challenges in collecting accounts receivable;~~35

●The ~~cultural~~non-managing investors have purchased, indirectly through the purchase of non-managing sponsor membership interests, an aggregate of 285,000 private placement units and ~~language~~570,000 ~~differences;~~restricted private placement shares at a combined price of $10.00 per non-managing investor private placement security ($2,850,000 in the aggregate) in a private placement that closed simultaneously with the closing of our initial public offering. The non-managing investors paid no additional consideration for the restricted private placement shares, which allowed them to invest in our company on more favorable terms than other investors. Subject to each non-managing investor purchasing, through an investment in our sponsor, the non-managing investor private placement securities allocated to it in connection with the closing of our initial public offering, our sponsor issued membership interests at a nominal purchase price to the non-managing investors reflecting interests in an aggregate of 2,280,000 founder shares held by our sponsor.

●Given ~~employment~~the ~~regulations;~~differential in the purchase price paid for the founder shares as compared to our initial public offering price of the public shares and the substantial number of Class A ordinary shares that holders of our founder shares would receive upon conversion of the founder shares upon a business combination, the founder shares may have significant value after the business combination even if our Class A ordinary shares trade below our initial public offering price and holders of our public shares have a substantial loss on their investment. Our initial shareholders have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any founder shares in connection with a shareholder vote to approve a proposed initial business combination. In addition, we may obtain loans from either of our sponsor, any of its affiliates or certain of our directors and officers. The non-managing investors are not required to (i) hold any units, Class A ordinary shares or public warrants they may purchase in our initial public offering or thereafter for any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable time in favor of our initial business combination or (iii) refrain from exercising their right to redeem their public shares at the time of our initial business combination. The non-managing investors will have the same rights to the funds held in the trust account with respect to the Class A ordinary shares underlying the units they may purchase in our initial public offering as the rights afforded to our other public shareholders. However, if the non-managing investors purchase all of the units for which they have expressed to us an interest in purchasing or otherwise hold a substantial number of our units, then the non-managing investors will potentially have different interests than our other public shareholders in approving our initial business combination and otherwise exercising their rights as public shareholders because of their indirect ownership of founder shares as further discussed in this Annual Report. The non-managing investors will share in any appreciation of the founder shares and restricted private placement shares through their membership interests in our sponsor if we successfully complete a business combination. Accordingly, non-managing investors’ interests in the founder shares and restricted private placement shares owned by them indirectly through their membership interests in our sponsor may provide them with an incentive to vote any public shares they own in favor of a business combination, and make a substantial profit on such interests, even if the business combination is with a target that ultimately declines in value and is not profitable for other public shareholders. Further, in light of the non-managing investors’ interests in the founder shares, private placement units and restricted private placement shares, in the event we pursue an initial business combination with a company that is affiliated with one or more non-managing investors, such non-managing investors would have a conflict of interest in approving such initial business combination.

●The ~~crime~~personal and financial interests of our sponsor and our directors and officers and any holders of our founder shares or our private placement securities may influence their motivation in identifying and selecting a target business combination, ~~strikes~~completing an initial business combination and influencing the operation of the business following the initial business combination and may result in a misalignment of interests between the holders of our founder shares, ~~riots~~including any non-managing investors, ~~civil~~and ~~disturbances~~our officers and directors, ~~terrorist~~on ~~attacks~~the one hand, ~~natural~~

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