UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

(Mark One)

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

For the ~~Quarterly~~quarterly ~~Period~~period ~~Ended~~ended ~~September~~March 3031, ~~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: 001-39814

CORNER GROWTH ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Cayman Islands		98-1563902
(State of organization)		(I.R.S. Employer Identification No.)
(State or other jurisdiction		(IRS Employer
of incorporation or organization)		Identification Number)

418 Broadway, #6183

418 Broadway, #6183, Albany, NY		12207
(Address of principal executive offices)		(Zip code)

Albany, NY 12207

(Address of principal executive offices)

(347) 268-7868

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

~~Former~~Securities ~~name,~~registered ~~former~~pursuant ~~address~~to ~~and~~Section ~~former~~12(b) ~~fiscal~~of ~~year,~~the ~~if changed since last report~~Act:

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

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one redeemable warrant	COOLU	N/A
Class A Ordinary Shares, par value $0.0001 per share	COOL	N/A
Redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50	COOLW	N/A

Title of each class	Ticker symbol(s)	Name of each exchange on which registered
Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant	COOLU	N/A
Class A ordinary share, par value $0.0001 per Share	COOL	N/A
Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50	COOLW	N/A

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 ~~(1)~~has ~~filed~~submitted ~~all~~electronically ~~reports~~every Interactive Data File required to be ~~filed~~submitted bypursuant ~~Section~~to 13Rule or405 ~~15(d)~~ of ~~the~~Regulation ~~Securities~~S-T ~~Exchange Act of 1934~~ during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~reports) and (2) has been subject to~~ such ~~filing requirements for the past 90 days~~files). ☒ Yes ☐ No ☒

Indicate by check mark whether the registrant ~~has~~is ~~submitted~~a ~~electronically~~large ~~every~~accelerated ~~Interactive~~filer, ~~Data~~an ~~File~~accelerated ~~required~~filer, toa benon-accelerated ~~submitted~~filer, ~~pursuant~~or toa ~~Rule~~smaller ~~405~~reporting ~~and~~company. ~~Regulation~~See ~~S-T~~definitions ~~(§232.405~~ of ~~this~~“large ~~chapter)~~accelerated ~~during~~filer,” ~~the~~“accelerated ~~preceding~~filer,” 12“smaller ~~months~~reporting ~~(or~~company,” ~~for~~and ~~such~~“emerging ~~shorter~~growth ~~period~~company” ~~that~~in ~~the~~Rule ~~registrant~~12b-2 ~~was~~of ~~required~~the toExchange ~~submit such files). ☒ Yes ☐ No~~Act:

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

Large Accelerated Filer ☐ Accelerated Filer ☐ Non-Accelerated Filer ☒ Smaller Reporting Company ☒ Emerging Growth Company ☐

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

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

~~There~~As ~~are~~of July 16, 2025, the registrant had 9,998,653 Class A Ordinary Shares and 175,000 Class B Ordinary Shares outstanding ~~as of November 27, 2024~~.

~~TABLE OF CONTENTS~~INDEX

	PART I - FINANCIAL INFORMATION
Part I - Financial Information
ITEM 1.	INTERIM FINANCIAL STATEMENTS	3
Item 1 – Financial Statements		3
ITEM 2.	MANAGEMENT’S DISCUSSION OF OPERATIONS AND FINANCIAL CONDITION	30
Unaudited Condensed Balance Sheet		3
ITEM 4.	CONTROLS AND PROCEDURES	41
Unaudited Condensed Statement of Operations		4
	PART II - OTHER INFORMATION
Unaudited Condensed Statement of Changes in Shareholders’ Equity		5
ITEM 1.	LEGAL PROCEEDINGS	42
Unaudited Condensed Statement of Cash Flows		6
ITEM 1A.	RISK FACTORS	42
Notes to Unaudited Condensed Financial Statements		7
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES	42
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations		25
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	42
Item 3 – Quantitative and Qualitative Disclosures About Market Risk		34
ITEM 4.	MINE SAFETY DISCLOSURES	42
Item 4 – Controls and Procedures		34
ITEM 5.	OTHER INFORMATION	42
Part II - Other Information
ITEM 6.	EXHIBITS	43
Item 5 – Other Information		35
SIGNATURES		44
Item 6 – Exhibits		35
Signatures		36

Table of Contents

~~PART~~Part I –- ~~FINANCIAL~~Financial ~~INFORMATION~~Information

~~ITEM~~Item 1. ~~INTERIM~~– ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements

CORNER GROWTH ACQUISITION CORP.

~~Condensed~~CONDENSED ~~Balance~~BALANCE ~~Sheets~~SHEETS ~~(Unaudited)~~AS ~~as of~~OF

~~September~~MARCH 3031, ~~2024~~2025 ~~and~~AND ~~December~~AS OF DECEMBER 31, ~~2023~~2024

	September 30,			December 31,
	As of			As of
	2024			2023
	March 31,			December 31,
	2025			2024
	(unaudited)
ASSETS
Current assets
Cash	$	-		$	~~21,631~~-
Prepaid expenses		-			~~77,969~~-
Total current assets		-			~~99,600~~-
Cash and marketable securities held in Trust Account		31,~~344~~983,~~071~~985			41,~~553~~967,~~517~~696
Total Assets	$	31,~~344~~983,~~071~~985		$	41,~~653~~967,~~117~~696
LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT
Current liabilities
Due to related party	$	-27,388		$	124,~~910,848~~849
Due to shareholders		-			-
Accrued expenses		29,~~812~~948			25,~~473,365~~323
Total current liabilities		237,~~812~~337			430,~~384,213~~172
Warrant liabilities		~~426~~133,~~667~~333			1266,~~297,866~~667
Deferred underwriting fee payable		-			~~7,000,000~~-
Total Liabilities		~~429~~170,~~479~~670			12296,~~682,079~~838
COMMITMENTS AND CONTINGENCIES
Class A ordinary shares subject to possible redemption, 297,942 shares at redemption value as of September 30, 2024 and 419,938 shares at redemption value as of December 31, 2023		3,344,071			4,553,517
Class A ordinary shares subject to possible redemption, 173,653 shares at redemption value as of March 31, 2025 and December 31, 2024		1,983,985			1,967,696
Shareholders’ Deficit
Preference Shares, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding		-			-
Class A ordinary Shares, $0.0001 par value, 300,000,000 shares authorized; 9,825,000 and 9,825,000 issued and outstanding (excluding 297,942 and 419,938 shares subject to possible redemption as of September 30, 2024 and December 31, 2023, respectively)		982			982
Class A ordinary Shares, $0.0001 par value, 300,000,000 shares authorized; 9,825,000 and 9,825,000 issued and outstanding (excluding 173,653 shares subject to possible redemption as of March 31, 2025 and December 31, 2024, respectively)		982			982
Class B ordinary Shares, $0.0001 par value, 30,000,000 shares authorized; 175,000 and 175,000 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively		18			18
Class B ordinary Shares, $0.0001 par value, 30,000,000 shares authorized; 175,000 shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively		18			18
Additional paid-in capital		5,761,840			-5,761,840
Accumulated deficit		(65,~~192~~933,~~319~~510	)		(126,~~583~~059,~~479~~678	)
Total Shareholders’ Deficit	$	(~~429~~170,~~479~~670	)	$	(12296,~~582,479~~838	)
TOTAL LIABILITIES, CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION AND SHAREHOLDERS’ DEFICIT	$	31,~~344~~983,~~071~~985		$	41,~~653~~967,~~117~~696

~~See~~The accompanying notes toare an integral part of these unaudited condensed financial statements

Table of Contents

CORNER GROWTH ACQUISITION CORP.

~~Condensed~~UNAUDITED ~~Statements~~CONDENSED ofSTATEMENTS ~~Operations~~OF ~~(Unaudited)~~OPERATIONS

	For the three months endedSeptember 30, 2024			For the nine months endedSeptember 30, 2024			For the three months ended September 30, 2023			For the nine months endedSeptember 30,2023 Restated
Operating and formation costs	$	(166,705	)	$	(1,961,391	)	$	422,865		$	2,312,947
Loss from operations		(166,705	)		(1,961,391	)		(422,865	)		(2,312,947	)
Other income (loss)
Earnings and realized gain on marketable securities held in Trust Account		35,747			131,024			57,747			352,129
Transaction costs		-			-			-			(102,000	)
Debt forgiveness		785,352			785,352			-			-
Change in fair value of warrant liabilities		3,458,093			567,199			1,046,667			(1,046,666	)
Net income (loss)	$	4,112,487		$	(477,816	)	$	681,549		$	(3,109,484	)
Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares		316,738			343,407			419,938			903,185
Basic and diluted net income (loss) per Class A redeemable ordinary share	$	0.40		$	(0.05	)	$	0.07		$	(0.29	)
Basic and diluted weighted average shares outstanding of Class A nonredeemable ordinary shares and Class B ordinary shares		10,000,000			10,000,000			10,000,000			10,000,000
Basic and diluted net income (loss) per Class A nonredeemable ordinary shares and Class B ordinary shares	$	0.40		$	(0.05	)	$	0.07		$	(0.29	)

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

See accompanying notes to condensed financial statements

	For the three			For the three
	months ended			months ended
	March 31,			March 31,
	2025			2024
Operating and formation costs	$	7,165		$	705,918
Loss from operations		(7,165	)		(705,918	)
Other income (loss)
Earnings and realized gain on marketable securities held in Trust Account		16,289			55,782
Change in fair value of warrant liabilities		133,333			(1,863,067	)
Net income/ (loss)	$	142,457		$	(2,513,203	)
Basic and diluted weighted average shares outstanding of Class A redeemable ordinary shares		173,653			397,040
Basic and diluted net income (loss) per Class A redeemable ordinary share	$	0.01		$	0.24
Basic and diluted weighted average shares outstanding of Class A nonredeemable ordinary shares and Class B ordinary shares		10,000,000			10,000,000
Basic and diluted net income (loss) per Class A nonredeemable ordinary shares and Class B ordinary shares	$	0.01		$	0.24

4The ~~Table~~accompanying notes are an integral part of ~~Contents~~these unaudited condensed financial statements

~~CORNER~~4 ~~GROWTH~~Table ~~ACQUISITON~~of ~~CORP.~~Contents

~~Condensed~~CORNER ~~Statement~~GROWTH ofACQUISITION ~~Changes in Stockholders’ Deficit~~CORP.

~~(Unaudited)~~UNAUDITED CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT

	Class A				Class B						Additional					Total
	Ordinary Shares				Ordinary Shares						Paid-		Accumulated			Shareholders’
	Shares		Amount		Shares			Amount			in Capital		Deficit			Deficit
Balance, January 1, 2024		9,825,000	$	982		175,000		$	18		$	-	$	(12,583,479	)	$	(12,582,479	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(55,782	)		(55,782	)
Net loss		-		-		-			-			-		(2,513,203	)		(2,513,203	)
Balance, March 31, 2024		9,825,000		982		175,000			18			-		(15,152,464	)		(15,151,464	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(39,495	)		(39,495	)
Net loss		-		-		-			-			-		(2,077,100	)		(2,077,100	)
Balance, June 30, 2024		9,825,000	$	982		175,000		$	18		$	-	$	(17,269,059	)	$	(17,268,059	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(35,747	)		(35,747	)
Cancellation of Private Warrants												304,000					304,000
Forgivness of due to related party balance												5,457,840					5,457,840
Waiver of deferred underwriting commissions by underwriter														7,000,000			7,000,000
Net Profit		-		-		-			-			-		4,112,487			4,112,487
Balance, September 30, 2024		9,825,000	$	982		175,000		$	18		$	5,761,840	$	(6,192,319	)	$	(429,479	)
Balance, January 1, 2023		-	$	-		10,000,000		$	1,000		$	-	$	(5,783,772	)	$	(5,782,772	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(154,783	)		(154,783	)
Net loss		-		-		-			-			-		(2,381,252	)		(2,381,252	)
Balance, March 31, 2023		-	$	-		10,000,000		$	1,000		$	-	$	(8,319,807	)	$	(8,318,807	)
Conversion of Class B ordinary shares to Class A nonredeemable ordinary shares		9,825,000		982		(9,825,000	)		(982	)
Accrual of deferred underwriting fee payable (restated)		-		-		-			-			-		(3,000,000	)		(3,000,000	)
Transaction cost allocation for change in deferred underwiting fee (restated)		-		-		-			-			-		102,000			102,000
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(139,599	)		(139,599	)
Net loss (restated)		-		-		-			-			-		(1,409,781	)		(1,409,781	)
Balance, June 30, 2023 (restated)		9,825,000	$	982		175,000		$	18		$	-	$	(12,767,187	)	$	(12,766,187	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-			-			-		(57,747	)		(57,747	)
Net income		-		-		-			-			-		681,549			681,549
Balance, September 30, 2023		9,825,000	$	982		175,000		$	18		$	-	$	(12,143,385	)	$	(12,142,385	)

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

See accompanying notes to condensed financial statements

	Class A				Class B				Additional					Total
	Ordinary Shares				Ordinary Shares				Paid-		Accumulated			Shareholders’
	Shares		Amount		Shares		Amount		in Capital		Deficit			Deficit
Balance, January 1, 2025		9,825,000	$	982		175,000	$	18	$	5,761,840	$	(6,059,678	)	$	(296,838	)
Remeasurement of Class A ordinary shares subject to possible redemption		-		-		-		-		-		(16,289	)		(16,289	)
Net profit		-		-		-		-		-		142,457			142,457
Balance, March 31, 2025		9,825,000	$	982		175,000	$	18	$	5,761,840	$	(5,933,510	)	$	(170,670	)

Balance, January 1, 2024		9,825,000		982		175,000		18		-		(12,583,479	)		(12,582,479	)
Remeasurement of Class A ordinary shares subject to possible redemption										-		(55,782	)		(55,782	)
Net loss		-		-		-		-		-		(2,513,203	)		(2,513,203	)
Balance, March 31, 2024		9,825,000	$	982		175,000	$	18		-	$	(15,152,464	)	$	(15,151,464	)

5The ~~Table~~accompanying notes are an integral part of ~~Contents~~these unaudited condensed financial statements

~~CORNER~~5 ~~GROWTH~~Table ~~ACQUISITON~~of ~~CORP.~~Contents

~~Condensed~~CORNER ~~Statements~~GROWTH ofACQUISITION ~~Cash Flows (Unaudited)~~CORP.

	For the nine months ended September 30, 2024			For the nine months ended September 30, 2023 Restated
Cash Flows from Operating Activities
Net income (loss)	$	(477,816	)	$	(3,109,484	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Earnings and realized gain on marketable securities held in Trust Account		(131,024	)		(352,129	)
Debt Forgiveness		(785,352	)
Change in fair value of warrant liabilities		(567,199	)		1,046,666
Transaction costs attributable to warrant liabilities		-			102,000
Changes in operating assets and liabilities:
Accrued expenses		1,391,376			1,124,208
Due to related party		470,416			1,100,212
Prepaid expenses		77,969			78,741
Net cash used in operating activities		(21,630	)		(9,786	)
Cash Flows from Investing Activities
Proceeds received from Trust Account		1,340,470			11,347,734
Net cash provided by investing activities		1,340,470			11,347,734
Cash Flows from Financing Activities
Payments to Class A ordinary shareholders for redemption of shares		(1,340,470	)		(11,347,734	)
Net cash used in financing activities		(1,340,470	)		(11,347,734	)
Net change in cash		(21,630	)		(9,786	)
Cash at beginning of the period		21,631			31,547
Cash at end of the period	$	1		$	21,761
Non-cash financing activities:
Remeasurement of Class A ordinary shares subject to possible redemption	$	(131,024	)	$	(352,129	)
(Waiver) / Accrual of deferred underwriting fee payable		(7,000,000	)		3,000,000
Cancellation of private warrants		304,000			-
Conversion of Class B ordinary shares to Class A nonredeemable ordinary shares		-			982
Forgivness of due to related parties		2,381,264			-
Operting expense liability assumed by related party		3,076,576			-

UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS

~~See~~FOR ~~accompanying~~THE ~~notes~~THREE toMONTHS ~~condensed~~ENDED ~~financial~~MARCH ~~statements~~31, 2025 AND 2024

6 Table of Contents

	For the three			For the three
	months ended			months ended
	March 31,			March 31,
	2025			2024

Cash Flows from Operating Activities
Net income / (loss)	$	142,457		$	(2,513,203	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Earnings and realized gain on marketable securities held in Trust Account		(16,289	)		(55,782	)
Change in fair value of warrant liabilities		(133,333	)		1,863,067
Changes in operating assets and liabilities:
Accrued expenses		4,626			424,772
Due to related party		2,539			282,113
Prepaid expenses		-			(1,067	)
Net cash used in operating activities		-			(100	)
Cash Flows from Investing Activities
Proceeds received from Trust Account		-			911,508
Net cash provided by investing activities		-			911,508
Cash Flows from Financing Activities
Payments to Class A ordinary shareholders for redemption of shares		-			(911,508	)
Net cash used in financing activities		-			(911,508	)
Net change in cash		-			(100	)
Cash at beginning of the period		-			21,631
Cash at end of the period	$	-		$	21,531
Non-cash financing activities:
Remeasurement of Class A ordinary shares subject to possible redemption	$	16,289		$	55,782

~~CORNER~~The ~~GROWTH~~accompanying ~~ACQUISITION~~notes ~~CORP.~~are an integral part of these unaudited condensed financial statements

~~NOTES~~6 TOTable ~~UNAUDITED~~of ~~CONDENSED FINANCIAL STATEMENTS~~Contents

~~SEPTEMBER~~CORNER ~~30,~~GROWTH ~~2024~~ACQUISITION CORP.

~~(Unaudited)~~NOTES TO UNAUDITED CONDENSED UNAUDITED

~~Note~~CONDENSED ~~1—Description~~FINANCIAL ofSTATEMENTS ~~Organization~~March 31, ~~Business Operations and Basis of Presentation~~2025

~~Corner~~Note ~~Growth~~1—Description ~~Acquisition Corp. (the “Company”), was incorporated as a Cayman Islands exempted company on October 20, 2020. The Company was incorporated for the purpose~~ of ~~effecting a merger~~Organization, ~~share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (a “~~Business ~~Combination”).~~Operations ~~The Company is an emerging growth company~~ and, asBasis ~~such, the Company is subject to all~~ of ~~the risks associated with emerging growth companies.~~Presentation

~~Although~~Corner Growth Acquisition Corp. (the “Company”), iswas ~~not~~incorporated ~~limited~~as to a ~~particular~~Cayman ~~industry~~Islands orexempted ~~sector~~company on October 20, 2020. The Company was incorporated for ~~purposes~~the purpose of ~~consummating~~effecting a ~~Business~~merger, ~~Combination~~share exchange, ~~the~~asset ~~Company~~acquisition, ~~intends~~share topurchase, ~~focus~~reorganization onor ~~businesses~~similar inbusiness ~~the~~combination ~~technology~~with ~~industries~~one ~~primarily~~or ~~located~~more inbusinesses ~~the~~(a ~~United~~“Business ~~States~~Combination”). The Company is an ~~early stage and~~ emerging growth company and, as such, the Company is subject to all of the risks associated with ~~early stage and~~ emerging growth companies.

AsAlthough ~~of September 30, 2024,~~ the Company ~~had~~is not ~~commenced~~limited ~~any operations. All activity through September 30, 2024 relates~~ to ~~the~~a ~~Company’s~~particular ~~formation,~~industry ~~its~~or ~~initial~~sector ~~public~~for ~~offering~~purposes ~~described below (the “Initial Public Offering”) and, since the closing~~ of ~~the~~consummating ~~Initial~~a ~~Public~~Business ~~Offering~~Combination, the ~~search~~Company ~~for~~intends ~~initial~~to ~~Business~~focus ~~Combination~~on ~~candidates,~~businesses ~~and~~in ~~since~~ the ~~signing~~technology ofindustries ~~the~~primarily ~~Business~~located ~~Combination~~in ~~Agreement described below,~~ the ~~completion~~United ~~of this proposed transaction~~States. The Company ~~will~~is ~~not~~an ~~generate~~early ~~any~~stage ~~operating~~and ~~revenues~~emerging ~~until~~growth ~~after~~company ~~the~~and, ~~completion~~as ~~of its initial Business Combination~~such, at the ~~earliest. The~~ Company ~~will~~is ~~generate~~subject ~~non-operating~~to ~~income~~all ~~in the form~~ of ~~interest income on cash and cash equivalents from~~ the ~~proceeds~~risks ~~derived~~associated ~~from~~with ~~the~~early ~~Initial~~stage ~~Public Offering~~ and ~~will~~emerging ~~recognize~~growth ~~changes in the fair value of warrant liabilities as other income (loss)~~companies. ~~The Company has selected December 31 as its fiscal year end.~~

~~The~~As of March 31, 2025, the Company’s ~~original~~had ~~sponsor~~not iscommenced ~~CGA~~any ~~Sponsor~~operations. ~~LLC~~All activity through March 31, a2025 ~~Delaware~~relates ~~limited~~to ~~liability~~the ~~company~~Company’s formation, its initial public offering described below (the “~~Original~~Initial ~~Sponsor~~Public Offering”) and, since the closing of the Initial Public Offering, the search for initial Business Combination candidates, and since the signing of the Business Combination Agreement described below, the completion of this proposed transaction. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering and will recognize changes in the fair value of warrant liabilities as other income (loss). The Company has selected December 31 as its fiscal year end.

The ~~registration statements for the~~ Company’s ~~Initial~~original ~~Public~~sponsor ~~Offering~~is ~~were~~CGA ~~declared~~Sponsor ~~effective on December 16~~LLC, ~~2020.~~a OnDelaware ~~December~~limited ~~21,~~liability ~~2020,~~company ~~the Company consummated the Initial Public Offering of 40,000,000 units~~ (the “~~Units”~~Original ~~and, with respect to the shares of Class A ordinary shares, par value $0.0001 per share (the “Class A ordinary shares~~Sponsor”)~~, included in the Units sold, the “Public Shares”), which includes the partial exercise by the underwriters of the overallotment option to purchase an additional 5,000,000 Units, at $10~~.~~00 per Unit, generating gross proceeds of $400,000,000 which is described in Note 3.~~

~~Simultaneously~~The ~~with~~registration ~~the~~statements ~~closing~~for of the Company’s Initial Public Offering were declared effective on December 16, 2020. On December 21, 2020, the Company consummated the ~~sale~~Initial Public Offering of 740,~~600~~000,000 ~~warrants~~units (the “~~Private~~Units” ~~Placement~~and, ~~Warrants”)~~with atrespect ato ~~price~~the shares of Class A ordinary shares, par value $10.500001 per ~~Private~~share ~~Placement~~(the ~~Warrant~~“Class A ordinary shares”), included in athe ~~private~~Units ~~placement~~sold, (the “~~Private~~Public ~~Placement~~Shares”), which includes the partial exercise by the underwriters of the overallotment option to ~~CGA~~purchase ~~Sponsor~~an ~~LLC~~additional 5,000,000 Units, at $10.00 per Unit, generating gross proceeds of $~~11,~~400,000,000 which is described in Note 43.

~~Transaction~~Simultaneously ~~costs~~with ~~amounted~~the toclosing ~~$22,766,081 consisting~~ of ~~$8,000,000~~the ofInitial ~~underwriting~~Public ~~fees~~Offering, ~~$14,000,000~~the ofCompany ~~deferred~~consummated ~~underwriting~~the ~~fees~~sale ~~and $766,081~~ of ~~other offering costs. As further described in Note 5~~7, ~~effective December 20~~600,000 ~~2022,~~warrants ~~in accordance with a fee reduction agreement,~~ (the ~~underwriter~~“Private ~~agreed~~Placement toWarrants”) ~~irrevocably~~at ~~forfeit~~a ~~$10,000,000~~price of ~~the aggregate~~ $~~14,000,000~~1.50 ~~deferred~~per ~~fee~~Private ~~that~~Placement ~~would~~Warrant ~~otherwise~~in bea ~~payable~~private toplacement it(the in“Private ~~cash~~Placement”) ~~pursuant~~to ~~the~~CGA ~~underwriting~~Sponsor ~~agreement~~LLC, ~~resulting~~generating ingross aproceeds ~~reduced deferred fee~~ of $411,~~000~~400,000, which ~~shall~~is bedescribed ~~payable to the underwriter upon consummation of an initial business combination, as originally set forth~~ in ~~the~~Note ~~underwriting agreement~~4.

7Transaction ~~Table~~costs amounted to $22,766,081 consisting of ~~Contents~~$8,000,000 of underwriting fees, $14,000,000 of deferred underwriting fees and $766,081 of other offering costs. As further described in Note 5, effective December 20, 2022, in accordance with a fee reduction agreement, the underwriter agreed to irrevocably forfeit $10,000,000 of the aggregate $14,000,000 deferred fee that would otherwise be payable to it in cash pursuant the underwriting agreement, resulting in a reduced deferred fee of $4,000,000, which shall be payable to the underwriter upon consummation of an initial business combination, as originally set forth in the underwriting agreement.

Following the closing of the Initial Public Offering on December 21, 2020, an amount of $400,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”) located in the United States and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the Investment Company Act of 1940, as amended (the “Investment Company Act”), as determined by the Company. To mitigate the risk of us being deemed to have been operating as an unregistered investment company under the Investment Company Act, on March 28, 2024, the Company instructed Continental Stock Transfer & Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government securities or money market funds held in the Trust Account and thereafter to hold all funds in the Trust Account in cash (i.e., in one or more bank accounts) until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

As more fully described in Note 5, on June 23, 2023, the Company and the underwriter agreed to terminate the December 20,2022 fee reduction agreement solely upon execution of a side letter. On June 23, 2023, in accordance with the duly executed side letter, the Company and the underwriter agreed that the underwriter will irrevocably forfeit $7~~,000,000~~ ~~(instead~~Table of $10,000,000) of the aggregate $14,000,000 Original Fee that would otherwise be payable to it in cash pursuant to the Underwriting Agreement, resulting in a reduced fee of $7,000,000, which shall be payable in cash by the Company to the underwriter upon consummation of a business combination, as originally set forth in the underwriting agreement.Contents

~~The~~As ~~Company~~more ~~will~~fully ~~provide~~described ~~holders~~in ~~(the~~Note ~~“Public~~5, ~~Shareholders”)~~on ofJune ~~its Class A ordinary shares~~23, ~~par value $0.0001~~2023, ~~sold in~~ the ~~Initial~~Company ~~Public~~and ~~Offering (~~the ~~“Public~~underwriter ~~Shares”),~~agreed ~~with the opportunity~~ to ~~redeem~~terminate ~~all~~the orDecember a20,2022 ~~portion~~fee ofreduction ~~their~~agreement ~~Public~~solely ~~Shares~~ upon ~~the~~execution ~~completion~~ of a ~~Business~~side ~~Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer~~letter. ~~The~~On ~~decision~~June as23, ~~to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company~~2023, ~~solely~~ in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with ~~ASC~~the ~~480.~~duly Inexecuted ~~such~~side ~~case~~letter, the Company ~~will~~and ~~proceed with a Business Combination if~~ the ~~Company~~underwriter ~~has~~agreed ~~the~~that ~~approval of an ordinary resolution. If a shareholder vote is not required by law and~~ the ~~Company~~underwriter ~~does~~will ~~not~~irrevocably ~~decide~~forfeit ~~to hold a shareholder vote for business or other legal reasons~~$7, ~~the Company will~~000,000 ~~pursuant to its Amended and Restated Memorandum and Articles of Association~~ (~~the~~instead ~~“Amended and Restated Memorandum and Articles~~ of ~~Association”)~~$10,000,000) ~~conduct the redemptions pursuant to the tender offer rules~~ of the ~~U.S.~~aggregate ~~Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If~~$14, ~~however~~000,000 ~~shareholder~~Original ~~approval~~Fee ofthat ~~the~~would ~~transactions~~otherwise isbe ~~required~~payable ~~by law, or the Company decides~~ to ~~obtain~~it ~~shareholder approval for business or legal reasons, the Company will offer to redeem shares~~ in ~~conjunction~~cash ~~with a proxy solicitation~~ pursuant to the ~~proxy~~Underwriting ~~rules and not pursuant to the tender offer rules. Additionally~~Agreement, ~~each~~resulting ~~Public Shareholder may elect to redeem its Public Shares irrespective of whether it votes for or against the proposed transaction. If the Company seeks shareholder approval~~ in ~~connection with~~ a ~~Business~~reduced ~~Combination,~~fee ~~the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor~~ of ~~a Business Combination. Subsequent to the consummation of the Initial Public Offering~~$7,000,000, ~~the Company adopted an insider trading policy~~ which ~~requires~~shall ~~insiders~~be topayable ~~(i) refrain from purchasing shares during certain blackout periods and when they are~~ in ~~possession~~cash ofby ~~any material non- public information and (ii) clear all trades with~~ the Company’s ~~legal counsel prior~~ to ~~execution. In addition,~~ the ~~initial~~underwriter ~~shareholders~~upon ~~have~~consummation ~~agreed~~of toa ~~waive~~business ~~their~~combination, ~~redemption~~as ~~rights~~originally ~~with~~set ~~respect~~forth ~~to their Founder Shares and Public Shares~~ in ~~connection with~~ the ~~completion~~underwriting ~~of a Business Combination~~agreement.

8The ~~Table~~Company will provide holders (the “Public Shareholders”) of ~~Contents~~its Class A ordinary shares, par value $0.0001, sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be classified as temporary equity upon the completion of the Initial Public Offering in accordance with ASC 480. In such case, the Company will proceed with a Business Combination if the Company has the approval of an ordinary resolution. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association (the “Amended and Restated Memorandum and Articles of Association”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem its Public Shares irrespective of whether it votes for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Subsequent to the consummation of the Initial Public Offering, the Company adopted an insider trading policy which requires insiders to (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any material non- public information and (ii) clear all trades with the Company’s legal counsel prior to execution. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the 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 in Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

Extraordinary General Meetings

On December 20, 2022, the Company held an extraordinary general meeting (the “December 2022 Extraordinary General Meeting”), which amended the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate a Business Combination from December 21, 2022 to June 21, 2023 (the “December 2022 Extension Amendment Proposal”). The shareholders approved the December 2022 Extension Amendment Proposal and on December 28, 2022 the Company filed the articles amendment with the Registrar of Companies of the Cayman Islands. The shareholders approved a proposal to amend the trust agreement to change the date on which Continental Stock Transfer & Trust Company must commence liquidation of the Trust Account from (A) the earlier of the Company’s completion of an initial business combination and December 21, 2022 to (B) the earlier of the Company’s completion of an initial business combination and June 21, 2023. In connection with the December 2022 Extraordinary General Meeting, shareholders elected to redeem 38,808,563 Class A ordinary shares, resulting in redemption payments out of the Trust Account totaling $393,676,799, or approximately $10.14 per share which includes $5,591,169 of earnings in the Trust Account not previously withdrawn. In January 2023, the Company made redemption payments of $3,262,655 out of the Trust Account that were due to the redeeming shareholders who elected to redeem their shares as part of the December 2022 Extraordinary General Meeting. This amount was reflected as due to shareholders in the accompanying ~~condensed~~ balance sheet as of December 31, 2022. Subsequent to the redemptions, 1,191,437 Class A ordinary shares remained issued and outstanding until the June 2023 Extraordinary General Meeting further described below.

On8 ~~June~~Table ~~15, 2023, the Company held an extraordinary general meeting~~ of shareholders, which was adjourned and reconvened on June 20, 2023 (the “June 2023 Extraordinary General Meeting”), to amend the Company’s amended and restated memorandum and articles of association to (i) extend the date by which the Company has to consummate a business combination from June 21, 2023 to March 20, 2024 or such earlier date as shall be determined by the Company’s board of directors in its sole discretion (such proposal, the “June 2023 Extension Amendment Proposal”), (ii) eliminate from the amended and restated memorandum and articles of association the limitation that the Company shall not redeem Class A ordinary shares included as part of the units sold in the Initial Public Offering to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal”) and (iii) amend the Company’s amended and restated memorandum and articles of association to provide that Class B ordinary shares may be converted either at the time of the consummation of the Company’s initial business combination or at any earlier date at the option of the holders of Class B ordinary shares (the “Founder Conversion Amendment Proposal”). The shareholders of the Company approved the June 2023 Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal at the Extension Meeting and on June 21, 2023, the Company filed the articles amendment with the Registrar of Companies of the Cayman Islands.Contents

InOn ~~connection~~June ~~with~~15, 2023, the ~~vote~~Company held an extraordinary general meeting of shareholders, which was adjourned and reconvened on June 20, 2023 (the “June 2023 Extraordinary General Meeting”), to ~~approve~~amend the Company’s amended and restated memorandum and articles of association to (i) extend the date by which the Company has to consummate a business combination from June 21, 2023 to March 20, 2024 or such earlier date as shall be determined by the Company’s board of directors in its sole discretion (such proposal, the “June 2023 Extension Amendment Proposal”), (ii) eliminate from the amended and restated memorandum and articles of association the limitation that the Company shall not redeem Class A ordinary shares included as part of the units sold in the Initial Public Offering to the extent that such redemption would cause the Company’s net tangible assets to be less than $5,000,001 (the “Redemption Limitation Amendment Proposal”) and (iii) amend the ~~Founder~~Company’s ~~Conversion~~amended ~~Amendment~~and ~~Proposal,~~restated ~~shareholders~~memorandum ~~elected~~and articles of association to ~~redeem~~provide ~~771,499~~that Class AB ordinary shares, ~~resulting~~may inbe ~~redemption~~converted ~~payments~~either ~~out~~at the time of the ~~trust~~consummation ~~account~~of ~~totaling~~the ~~$8,085,078,~~Company’s initial business combination or ~~approximately~~at ~~$10.48~~any ~~per~~earlier ~~share~~date ~~which~~at ~~includes~~the ~~$370,088~~option of ~~earnings~~the inholders ~~the~~of ~~trust~~Class ~~account~~B ~~not~~ordinary ~~previously~~shares ~~withdrawn~~(the “Founder Conversion Amendment Proposal”). ~~Subsequent~~The toshareholders of the ~~redemptions,~~Company ~~419~~approved the June 2023 Extension Amendment Proposal,~~938~~ ~~Class~~the ARedemption ~~ordinary~~Limitation ~~shares~~Amendment ~~remained~~Proposal ~~issued~~and the Founder Conversion Amendment Proposal at the Extension Meeting and ~~outstanding~~on ~~until~~June 21, 2023, the ~~February~~Company ~~2024~~filed ~~Extraordinary~~the ~~General~~articles ~~Meeting~~amendment ~~further~~with ~~described~~the ~~below~~Registrar of Companies of the Cayman Islands.

9In ~~Table~~connection with the vote to approve the June 2023 Extension Amendment Proposal, the Redemption Limitation Amendment Proposal and the Founder Conversion Amendment Proposal, shareholders elected to redeem 771,499 Class A ordinary shares, resulting in redemption payments out of ~~Contents~~the trust account totaling $8,085,078, or approximately $10.48 per share which includes $370,088 of earnings in the trust account not previously withdrawn. Subsequent to the redemptions, 419,938 Class A ordinary shares remained issued and outstanding until the February 2024 Extraordinary General Meeting further described below.

On June 21, 2023, in connection with the approval of the Founder Conversion Amendment, our sponsor, the holder of an aggregate of 9,825,001 shares of the Company’s Class B ordinary shares, par value $0.0001 per share, elected to convert 9,825,000 shares of the Class B ordinary shares held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate effect. Following such conversion, the Sponsor holds 9,825,000 shares of Class A ordinary shares and 1 share of Class B ordinary shares and the Company will have an aggregate of 10,244,938 shares of Class A ordinary shares issued and outstanding (419,938 of which are subject to possible redemption) and 175,000 shares of Class B ordinary shares issued and outstanding. In connection with the conversion, the sponsor has agreed to certain transfer restrictions, a waiver of redemption rights, a waiver of any right to receive funds from the trust account and the obligation to vote in favor of an initial business combination.

On February 29, 2024, the Company held an extraordinary general meeting of shareholders (the “February 2024 Extraordinary General Meeting”), to amend the Company’s amended and restated memorandum and articles of association to (i) extend the date by which the Company has to consummate a business combination from March 20, 2024 to June 30, 2024 (the “Extended Date”) or such earlier date as shall be determined by the Company’s board of directors in its sole discretion (such proposal, the “February 2024 Extension Amendment Proposal” and, together with the December 2022 Extension Amendment Proposal and the June 2023 Extension Amendment Proposal, the “Extension Proposals”). The shareholders of the Company approved the February 2024 Extension Amendment Proposal and the Company filed the articles amendment with the Registrar of Companies of the Cayman Islands.

In connection with the vote to approve the February 2024 Extension Amendment Proposal, shareholders elected to redeem 83,349 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $911,508, or approximately $10.94 per share which includes $78,018 of earnings in the trust account not previously withdrawn. Subsequent to the redemptions, 10,161,589 Class A ordinary shares remained issued and outstanding.

On June 24, 2024, the Company held an Extraordinary General Meeting (the “ June 2024 Extraordinary General Meeting”), and in connection therewith the Company will file with the Registrar of Companies of the Cayman Islands a copy of the special resolution of the Company which resolved to approve an amendment to its Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities from June 30, 2024 to July 31, 2024 (the “New Extended Date”), and to allow the Company, without another shareholder vote, by resolution of the Company’s Board of Directors to determine in their sole discretion to extend the New Extended Date by one-month increments up to three consecutive times to a date that is ultimately no later than October 31, 2024 (each such additional date, as extended, an “Additional Extended Date”), unless the closing of a business combination shall have occurred prior thereto or such earlier date as determined by the Company’s Board of Directors to be in the best interests of the Company or such earlier date as shall be determined by the Company's Board of Directors in its sole discretion.

In9 ~~connection~~Table ~~with the vote to approve the extension, the holders~~ of 38,647 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.10 per share, for an aggregate redemption amount of approximately $428,962. After the satisfaction of such redemptions, the balance in the Company’s trust account will be approximately $3.3 million.Contents

In connection with the vote to approve the extension, the holders of 38,647 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.10 ~~Table~~per share, for an aggregate redemption amount of ~~Contents~~approximately $428,962. After the satisfaction of such redemptions, the balance in the Company’s trust account will be approximately $3.3 million.

On August 15, 2024, the Company, CGA Sponsor, LLC (the "Original Sponsor"), Ringwood Field, LLC (the "New Sponsor"), and Alexandre Balkanski, John Mulkey, and Jason Park entered into a share purchase agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, among other things: (a) the Original Sponsor transferred to the New Sponsor an aggregate of 5,895,000 Class A Ordinary Shares of the Company; (b) the New Sponsor executed a joinder agreement (the "Joinder") to become a party to that certain letter agreement, dated December 16, 2020 ("Letter Agreement"), and that certain Registration Rights Agreement, dated December 16, 2020 ("Registration Rights Agreement"), each originally entered into in connection with the Company’s initial public offering ("IPO"), among the Company, the Original Sponsor, and certain equity holders of the Company; (c) the Original Sponsor and holders of Class B Shares granted the New Sponsor the irrevocable right to vote the retained shares on their behalf and to take certain other actions on their behalf (the "POA Agreements"); (d) the Original Sponsor entered into surrender and cancellation agreements (the “Warrant Cancellation Agreements”) to cancel an aggregate of 7,600,000 private placement warrants purchased by the Original Sponsor at the time of the IPO; and (e) certain creditors agreed to cancel or reduce the amounts owed to them by the Company and assigned the liability for any remaining amounts to the Original Sponsor (the "Debt Cancellation Agreements"). Additionally, the Company, the Original Sponsor, the New Sponsor, and Cantor Fitzgerald & Co., as the underwriter of the IPO, entered into an agreement (the "Underwriter Agreements") whereby Cantor agreed to accept shares of the Company following any business combination in lieu of cash deferred commissions owed from the IPO.

~~Nasdaq~~On ~~Notice~~October 31, 2024, the Company held an extraordinary general meeting of shareholders (the “October 2024 Extraordinary General Meeting”) to amend the Company’s amended and ~~Hearing~~restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination from October 31, 2024, to December 31, 2025, unless the closing of a business combination shall have occurred prior thereto or such earlier date as shall be determined by the Company’s Board of Directors in its sole discretion (such proposal, the “October 2024 Extension Amendment Proposal” and, together with previous extension proposals, the “Extension Proposals”). The shareholders of the Company approved the October 2024 Extension Amendment Proposal.

OnIn ~~December~~connection ~~18,~~with ~~2023,~~ the ~~Company~~vote ~~received~~to aapprove ~~notice (~~the ~~“Notice”)~~extension, ~~from~~ the ~~Listing~~holders ~~Qualifications Department~~ of ~~The~~124,289 ~~Nasdaq~~Class ~~Stock~~A ~~Market~~ordinary ~~LLC (“Nasdaq”) that the Company’s securities (units,~~ shares ~~and~~properly ~~warrants)~~exercised ~~would~~their beright ~~subject~~ to ~~suspension~~redeem ~~and~~their ~~delisting~~shares ~~from~~for ~~the~~cash ~~Nasdaq Capital Market~~ at ~~the~~a ~~opening~~redemption price of ~~business~~approximately on$11.26 ~~December~~per 27share, ~~2023,~~for ~~due~~an toaggregate ~~the~~redemption ~~Company’s~~amount ~~non-compliance with Nasdaq IM-5101-2~~of $1,399,974. ~~which~~The ~~requires~~amount ~~that~~in athe ~~special purpose acquisition~~ company’s ~~complete~~trust ~~one~~account oras ~~more business combinations within 36 months~~ of ~~the~~December ~~effectiveness~~31,2024 ofis ~~its IPO registration statement~~$1,967,696. ~~The Company timely requested a hearing before the Nasdaq Hearings Panel to appeal the notice.~~

Nasdaq ~~granted~~Notice ~~the Company’s hearing request, which hearing request stayed the suspension of trading of the Company’s securities on The Nasdaq Capital Market until the hearing process concluded~~ and ~~the Nasdaq Hearings Panel issued a written decision. A hearing on the matter was held on March 14, 2024.~~Hearing

On ~~March~~December 1518, ~~2024~~2023, the ~~Nasdaq~~Company ~~Hearings~~received ~~Panel~~a ~~issued~~notice ~~written~~(the ~~notice~~“Notice”) from the Listing Qualifications Department of ~~its~~The ~~decision~~Nasdaq toStock ~~grant~~Market LLC (“Nasdaq”) that the Company’s ~~request~~securities ~~for~~(units, anshares ~~exception~~and warrants) would be subject to ~~its~~suspension ~~listing~~and ~~deficiencies~~delisting ~~until~~from ~~June~~the ~~17,~~Nasdaq ~~2024~~Capital inMarket ~~view~~at the opening of business on December 27, 2023, due to the Company’s ~~substantial~~non-compliance ~~steps~~with ~~toward~~Nasdaq ~~closing~~IM-5101-2, ~~its~~which ~~previously~~requires ~~announced~~that ~~initial~~a ~~business~~special ~~combination~~purpose ~~and~~acquisition ~~its~~company ~~plan~~complete ~~for~~one ~~achieving~~or ~~compliance~~more ~~with~~business ~~Nasdaq~~combinations ~~listing~~within ~~rules~~36 ~~upon~~months ~~closing~~ of the ~~transaction~~effectiveness ~~for~~of ~~listing~~its onIPO registration statement. The Company timely requested a hearing before the Nasdaq ~~Capital~~Hearings ~~Market~~Panel to appeal the notice.

OnNasdaq ~~May~~granted ~~10, 2024,~~ the Company’s ~~received~~hearing arequest, ~~letter~~which ~~(the~~hearing ~~“Second~~request ~~Notice”)~~stayed ~~from~~ the ~~Listing~~suspension ~~Qualifications~~of ~~Department~~trading of ~~Nasdaq notifying~~ the Company’s ~~that~~securities ~~the~~on ~~Company no longer meets the minimum 500,000 publicly held shares requirement for~~ The Nasdaq Capital Market ~~pursuant~~until tothe ~~Nasdaq~~hearing ~~Listing~~process ~~Rule~~concluded ~~5550(a)(4)~~and (the ~~“Minimum~~Nasdaq ~~Publicly~~Hearings ~~Held~~Panel ~~Shares~~issued ~~Requirement”).~~a Inwritten ~~accordance~~decision. ~~with~~A ~~Nasdaq~~hearing ~~rules,~~on the ~~Company~~matter ~~has~~was 45held ~~days,~~on orMarch ~~until June 24~~14, 2024~~, to submit a plan to regain compliance with the Minimum Publicly Held Shares Requirement~~.

On ~~June~~March 2115, 2024, the ~~Company received a determination letter (the “Delisting Notification”) from~~ Nasdaq ~~stating~~Hearings ~~that~~Panel ~~the~~issued ~~Nasdaq~~written ~~Hearings~~notice ~~Panel~~of ~~has~~its ~~determined~~decision to ~~delist~~grant the Company’s ~~securities~~request ~~from~~for ~~Nasdaq,~~an ~~due~~exception to ~~the~~its ~~company’s~~listing ~~non-compliance~~deficiencies ~~with~~until ~~Nasdaq’s~~June ~~IM-5101-2~~17, ~~which~~2024 ~~requires~~in ~~that~~view ~~a special purpose acquisition company complete one or more business combinations within 36 months~~ of the ~~effectiveness~~Company’s ofsubstantial ~~its~~steps ~~IPO~~toward ~~registration~~closing ~~statement.~~its ~~Nasdaq~~previously ~~determined~~announced toinitial ~~remove from listing our securities, which became effective at the opening of~~ business oncombination ~~June~~and ~~25,~~its ~~2024,~~plan ~~because~~for ~~the~~achieving ~~Company did not demonstrate~~ compliance with ~~such~~Nasdaq ~~continued~~ listing ~~requirement~~rules byupon ~~June~~closing ~~17, 2024. Nasdaq will complete the delisting by filing a Form 25 Notification~~ of ~~Delisting with~~ the ~~SEC,~~transaction ~~after~~for ~~applicable appeal periods have lapsed, which will remove the Company’s securities from~~ listing ~~and registration~~ on The Nasdaq. Capital Market.

11On ~~Table~~May 10, 2024, the Company received a letter (the “Second Notice”) from the Listing Qualifications Department of ~~Contents~~Nasdaq notifying the Company that the Company no longer meets the minimum 500,000 publicly held shares requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(4) (the “Minimum Publicly Held Shares Requirement”). In accordance with Nasdaq rules, the Company has 45 days, or until June 24, 2024, to submit a plan to regain compliance with the Minimum Publicly Held Shares Requirement.

On ~~August~~June 1321, 2024, the Company received a ~~final~~determination ~~delisting~~letter ~~notice~~(the “Delisting Notification”) from Nasdaq, ~~notifying~~stating that the ~~Company~~Nasdaq ofHearings ~~its~~Panel ~~decision~~has determined to delist the Company’s ~~shares~~securities from ~~the~~ Nasdaq, ~~Stock Market. The delisting was~~ due to ~~violations~~the ofcompany’s ~~Nasdaq~~non-compliance ~~Listing~~with ~~Rule~~Nasdaq’s IM-5101-2, which requires that a special purpose acquisition company ~~(SPAC) to~~ complete one or more business combinations within 36 months of ~~its~~the ~~initial~~effectiveness ~~public~~of ~~offering~~its (IPO) registration statement. Nasdaq determined to remove from listing our securities, aswhich ~~well~~became aseffective at the ~~failure~~opening toof ~~meet~~business on June 25, 2024, because the ~~minimum~~Company did not demonstrate compliance with such continued listing requirement ofby ~~500~~June 17,~~000~~ ~~publicly~~2024. ~~held~~Nasdaq ~~shares~~will ~~under~~complete ~~Nasdaq~~the ~~Listing~~delisting ~~Rule~~by ~~5550(~~filing a~~)(4)~~ Form 25 Notification of Delisting with the SEC, after applicable appeal periods have lapsed, which will remove the Company’s securities from listing and registration on Nasdaq.

AsOn August 13, 2024, the Company received a ~~result~~final delisting notice from Nasdaq, notifying the Company of its decision to delist the Company’s shares ~~were~~from ~~suspended~~the ~~from~~Nasdaq ~~trading~~Stock atMarket. ~~the~~The ~~open~~delisting was due to violations of Nasdaq Listing Rule IM-5101-2, which requires a special purpose acquisition company (SPAC) to complete one or more business oncombinations ~~August~~within 1436 months of its initial public offering (IPO), ~~2024.~~as ~~The~~well ~~Company~~as ~~chose~~the ~~not~~failure to ~~appeal~~meet the minimum requirement of 500,000 publicly held shares under Nasdaq ~~Panel's~~Listing ~~decision~~Rule 5550(a)(4).

AAs ~~Form~~a ~~25-NSE~~result, ~~was filed with~~ the ~~Securities~~Company’s ~~and~~shares ~~Exchange~~were ~~Commission,~~suspended ~~which~~from ~~will~~trading ~~formally~~at ~~remove~~ the ~~Company’s~~open ~~securities~~of ~~from~~business ~~listing~~on ~~and~~August ~~registration~~14, ~~on Nasdaq~~2024. The Company ischose ~~currently~~not ~~evaluating~~to ~~alternative~~appeal ~~options, including over-~~the~~-counter~~ ~~(OTC)~~Nasdaq ~~trading~~Panel's ~~and potential future re-listings, in order to maximize shareholder value~~decision.

~~Business~~A ~~Combination~~Form ~~Agreement~~25-NSE was filed with the Securities and Exchange Commission, which will formally remove the Company’s securities from listing and registration on Nasdaq. The Company is currently evaluating alternative options, including over-the-counter (OTC) trading and potential future re-listings, in order to maximize shareholder value.

~~The~~10 ~~Company~~Table has entered into a Business Combination Agreement, dated May 4, 2023 (the “Original BCA Date”), as amended and restated on December 29, 2023 (the “Business Combination Agreement”), by and among the Company, Noventiq Holdings PLC, an exempted company limited by shares registered by way of continuation under the laws of the Cayman Islands (“Noventiq”), Noventiq Holding Company, an exempted company limited by shares incorporated under the laws of the Cayman Islands (“Parent”), Noventiq Merger 1 Limited, a Cayman Islands exempted company and wholly-owned subsidiary of Parent that has elected to be disregarded as an entity separate from Parent for U.S. federal income tax purposes (“Company Merger Sub”), and Corner Growth SPAC Merger Sub, Inc., an exempted company limited by shares incorporated under the laws of the Cayman Islands and a wholly-owned subsidiary of Parent (“Noventiq Merger Sub”), which provides, among other things, that (i) the Company will merge with and into Company Merger Sub (the “Company Merger”), with Company Merger Sub surviving the Company Merger and (ii) NoventiqContents

Merger Sub will merge with and into Noventiq (the “Noventiq Merger,” and together with the Company Merger, the “Mergers”), with Noventiq surviving the Noventiq Merger as a wholly-owned subsidiary of Parent (the transactions contemplated by the foregoing clauses (i) and (ii) the “Business Combination,” ~~and together with the other transactions contemplated by the Business Combination~~ Agreement~~, the “Transactions”).~~

~~Immediately~~The ~~prior~~Company tohas ~~the~~entered ~~effective~~into ~~time~~a ofBusiness ~~the~~Combination ~~Company Merger~~Agreement, ~~each~~dated ~~Company~~May ~~Class~~4, B2023 ~~ordinary~~(the ~~share~~“Original ~~shall~~BCA beDate”), ~~converted~~as ~~into~~amended ~~one~~and ~~Company~~restated ~~Class~~on ADecember ~~ordinary~~29, ~~share.~~2023 ~~Pursuant to~~ (the “Business Combination Agreement”), by and atamong the ~~effective~~Company, ~~time~~Noventiq ofHoldings ~~the Company Merger~~PLC, ~~each~~an ~~Company~~exempted ~~Class~~company Alimited ~~ordinary~~by ~~share~~shares ~~shall~~registered ~~automatically~~by beway ~~cancelled~~of ~~and~~continuation ~~cease~~under tothe ~~exist~~laws inof ~~exchange~~the ~~for~~Cayman ~~the~~Islands ~~right~~(“Noventiq”), toNoventiq ~~receive~~Holding ~~one~~Company, ~~Parent~~an ~~ordinary~~exempted ~~share.~~company Atlimited ~~the~~by ~~effective~~shares ~~time~~incorporated ofunder the ~~Company~~laws ~~Merger,~~of ~~each~~the ~~Company~~Cayman ~~warrant~~Islands (~~the~~ “~~Company Warrants~~Parent”), ~~issued~~Noventiq ~~and~~Merger ~~outstanding~~1 Limited, ~~entitling~~a ~~the~~Cayman ~~holder~~Islands ~~thereof~~exempted tocompany ~~purchase~~and ~~one~~wholly-owned ~~share~~subsidiary of ~~Company~~Parent ~~Class~~that Ahas ~~common~~elected ~~stock~~to atbe disregarded as an ~~exercise~~entity ~~price~~separate offrom ~~$11~~Parent for U.50S. ~~per~~federal ~~share~~income tax purposes (~~subject~~“Company toMerger ~~adjustment~~Sub”), ~~will~~and beCorner ~~converted~~Growth ~~into~~SPAC ~~the~~Merger ~~right~~Sub, toInc., ~~receive~~an aexempted ~~warrant~~company tolimited ~~purchase~~by ~~one~~shares ~~Parent~~incorporated ~~ordinary~~under ~~share~~the atlaws anof ~~exercise~~the ~~price~~Cayman ofIslands ~~$11.50~~and ~~per~~a ~~share~~wholly-owned subsidiary of Parent (~~subject~~“Noventiq toMerger ~~adjustment~~Sub”), ~~upon~~which ~~consummation~~provides, ofamong ~~the~~other ~~Business~~things, ~~Combination.~~that ~~Pursuant~~(i) to the ~~Business~~Company ~~Combination~~will ~~Agreement~~merge with and atinto ~~the~~Company ~~effective~~Merger ~~time~~Sub of (the ~~Noventiq~~“Company Merger”), ~~each~~with ~~Noventiq~~Company ~~ordinary~~Merger ~~share~~Sub ~~shall~~surviving ~~automatically~~the beCompany ~~cancelled~~Merger and ~~cease~~(ii) toNoventiq ~~exist~~Merger inSub ~~exchange~~will ~~for~~merge ~~the~~with ~~right~~and tointo ~~receive~~Noventiq (i)the ~~such~~“Noventiq ~~number~~Merger,” orand ~~fraction~~together ofwith ~~newly~~the ~~issued~~Company ~~Parent~~Merger, ~~ordinary~~the ~~shares~~“Mergers”), ~~that~~with isNoventiq ~~equal~~surviving to the ~~Share~~Noventiq ~~Exchange~~Merger ~~Ratio (~~as ~~defined~~a inwholly-owned ~~the~~subsidiary ~~Business~~of ~~Combination~~Parent ~~Agreement) and~~ (~~ii)~~the ~~one~~transactions ~~Class~~contemplated Aby ~~CSR~~the ~~(as~~foregoing ~~defined~~clauses ~~below), one Class B CSR~~ (~~as defined below~~i) and ~~one Class C CSR~~ (~~as defined below~~ii) inthe ~~each~~“Business ~~case~~Combination,” ~~for~~and ~~each~~together ~~one~~with ~~whole~~the ~~Parent~~other ~~ordinary~~transactions ~~share~~contemplated ~~issuable~~by ~~to such holder pursuant to~~ the Business Combination Agreement, at the ~~effective time of the Noventiq Merger~~“Transactions”).

12Immediately ~~Table~~prior to the effective time of ~~Contents~~the Company Merger, each Company Class B ordinary share shall be converted into one Company Class A ordinary share. Pursuant to the Business Combination Agreement and at the effective time of the Company Merger, each Company Class A ordinary share shall automatically be cancelled and cease to exist in exchange for the right to receive one Parent ordinary share. At the effective time of the Company Merger, each Company warrant (the “Company Warrants”) issued and outstanding, entitling the holder thereof to purchase one share of Company Class A common stock at an exercise price of $11.50 per share (subject to adjustment), will be converted into the right to receive a warrant to purchase one Parent ordinary share at an exercise price of $11.50 per share (subject to adjustment) upon consummation of the Business Combination. Pursuant to the Business Combination Agreement and at the effective time of the Noventiq Merger, each Noventiq ordinary share shall automatically be cancelled and cease to exist in exchange for the right to receive (i) such number or fraction of newly issued Parent ordinary shares that is equal to the Share Exchange Ratio (as defined in the Business Combination Agreement) and (ii) one Class A CSR (as defined below), one Class B CSR (as defined below) and one Class C CSR (as defined below) in each case, for each one whole Parent ordinary share issuable to such holder pursuant to the Business Combination Agreement at the effective time of the Noventiq Merger.

On April 18, 2024, the Company announced an offer to exchange certain global depositary receipts (“GDRs”) representing Noventiq ordinary shares in consideration for newly issued ordinary shares (the “Exchange Offer”), which Exchange Offer expired on May 10, 2024. To provide for the terms of the Exchange Offer, on May 13, 2024, the Company and Noventiq entered into Amendment No. 1 to Amended and Restated Business Combination Agreement (“Amendment No. 1 to A&R BCA”), by and between the Company and Noventiq. Amendment No. 1 to A&R BCA provides, among other things, that (i) the outstanding shares underlying the GDRs are to be excluded for purposes of determining the Per Share Merger Equity Consideration Value (as defined in the BCA) and (ii) Noventiq shall use commercially reasonable efforts to accept the forfeit and/or surrender and cancellation, as soon as reasonable practicable, of Noventiq’s outstanding shares underlying the GDRs that it acquired pursuant to the Exchange Offer. Each reference to the A&R BCA shall be deemed a reference to the A&R BCA, as amended by Amendment No. 1 to A&R BCA. Please see Note 9 to the notes to the unaudited condensed financial statements for more information regarding the Business Combination Agreement.

On October 28, 2020, CGA Sponsor LLC (the “Original Sponsor”), paid $25,000, or approximately $0.003 per share, to the Company and Noventiq to cover certain expenses in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 per share (the “Founder Shares”), of the Company. In November 2020, the Sponsor transferred 50,000 such Class B ordinary shares of the Company to each of the Company’s three independent directors (Alexandre Balkanski, John Mulkey, and Jason Park) in recognition of, and as compensation for, their future services to the Company. On December 16, 2020, the Company effected a share capitalization, resulting in 10,062,500 Founder Shares issued and outstanding as of such date. As a result of the underwriters’ election to partially exercise their over-allotment option in connection with the Company’s initial public offering (the “Company Initial Public Offering”), 62,500 Founder Shares were forfeited for no consideration on December 23, 2020, resulting in 10,000,000 Founder Shares outstanding, of which, as of such date, 9,825,001 Founder Shares were held by the Sponsor and 58,333 Founder Shares were held by each of the Company’s three independent directors. As of the date of the amending and restating of the Business Combination Agreement, the Sponsor held 9,825,001 Founder Shares. Of these, 5,000,000 Company ordinary shares will be forfeited upon consummation of the Business Combination, and 1,500,000 Company ordinary shares (the “Alignment Shares”) are subject to forfeiture based on the gross proceeds raised from additional financings contemplated by the Business Combination Agreement, if any, by the Company and the cash balance of the Company’s trust account held for the benefit of its public shareholders as more fully described in the accompanying proxy statement/prospectus, but the consummation of the Business Combination is not subject to a minimum amount of additional financing having been raised. If (i) the cash balance of the Company’s trust account and the gross proceeds received from investors in additional financings (the “Additional Financing Investors”) is equal to or greater than $25 million upon consummation of the Business Combination, and (ii) the gross proceeds received from Additional Financing Investors is equal to or greater than $50 million prior to the date that is 180 days following the closing of the Business Combination, none of the Alignment Shares will be forfeited. An additional 2,000,000 Company ordinary shares (the “Sponsor Earnout Shares”) will be held in escrow and only released, in three equal instalments, upon the occurrence of certain milestone events as more fully described in the accompanying proxy statement/prospectus.

Immediately prior to the effective time of the Company Merger, 3,800,000 Company Warrants held by the Sponsor shall be forfeited and returned to the Company for cancellation.

~~Nasdaq~~11 ~~determined~~Table ~~to remove from listing our securities, which became effective at the opening~~ of business on June 25, 2024. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per- share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.Contents

13Nasdaq ~~Table~~determined to remove from listing our securities, which became effective at the opening of ~~Contents~~business on June 25, 2024. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per- share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and other requirements of applicable law.

The Sponsor, officers and directors have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the initial shareholders or members of the Company’s management team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination during the Combination Period and, in such event, such amount will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Liquidity and Going Concern

As of ~~September~~March 3031, ~~2024~~2025, the Company had $0 in its operating bank accounts, $31,~~344~~983,~~071~~985 in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith and a working capital deficit of $237,~~813~~337.

Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. Based on its current cash and working capital balances, management believes that the Company will not have sufficient working capital to meet its needs through the consummation of a Business Combination.

In ~~order~~connection towith ~~finance~~our ~~transaction~~assessment ~~costs~~of going concern considerations in ~~connection~~accordance with ~~the~~FASB ~~intended~~ASC ~~Business~~Subtopic ~~Combination~~205-40, ~~the~~“Presentation ~~Sponsor,~~of anUnaudited ~~affiliate~~condensed offinancial ~~the~~statements-Going ~~Sponsor,~~Concern” ormanagement ~~certain~~has ofdetermined that the ~~Company’s~~date ~~officers~~for mandatory liquidation and ~~directors~~dissolution ~~may,~~raise ~~but~~substantial ~~are~~doubt ~~not~~about ~~obligated~~our ability to, ~~loan~~continue ~~the~~as ~~Company~~a ~~funds~~going asconcern ~~required.~~for Asa ofreasonable ~~August~~period ~~15,~~of ~~2024~~time, inwhich ~~connection~~is ~~with~~considered one year from the ~~sale~~issuance of ~~the~~these ~~Original~~unaudited ~~Sponsor’s~~condensed ~~stake~~financial tostatements. ~~the~~The ~~New~~Company ~~Sponsor,~~demonstrates adverse conditions that raise substantial doubt about the Company’s ~~outstanding~~ability ~~liabilities~~to ~~amounting~~continue toas $5a going concern for one year following the issuance of these unaudited condensed financial statements. These adverse conditions are negative financial trends,~~457,840~~ ~~were~~specifically ~~transferred~~a working capital deficiency and other adverse key financial ratios. No adjustments have been made to the ~~Original~~carrying ~~Sponsor~~amounts or classification of assets or liabilities should the Company be required to liquidate. ~~This~~There ~~included~~is ~~$5,177,840~~no assurance that a Business Combination will be consummated by any such date of ~~operating~~termination ~~and~~approved ~~formation~~in ~~costs~~accordance with the Amended and ~~$280,000~~Restated ofMemorandum ~~unpaid~~and ~~administrative~~Articles ~~fees~~of Association.

As12 aTable ~~result~~ of ~~the transaction, the Company had no outstanding liabilities to the former Sponsor as of September 30, 2024, with all debts effectively settled upon the transfer.~~Contents

14Note ~~Table~~2 — Summary of ~~Contents~~Significant Accounting Policies

InBasis ~~connection with our assessment~~ of ~~going concern considerations in accordance with FASB ASC Subtopic 205-40, “~~Presentation of Financial Statements-Going Concern” management has determined that the date for mandatory liquidation and dissolution raise substantial doubt about our ability to continue as a going concern for a reasonable period of time, which is considered one year from the issuance of these unaudited condensed financial statements. The Company demonstrates adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern for one year following the issuance of these unaudited condensed financial statements. These adverse conditions are negative financial trends, specifically a working capital deficiency and other adverse key financial ratios. No adjustments have been made to the carrying amounts or classification of assets or liabilities should the Company be required to liquidate. There is no assurance that a Business Combination will be consummated by any such date of termination approved in accordance with the Amended and Restated Memorandum and Articles of Association.

~~Note~~The 2accompanying —unaudited ~~Summary~~condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of ~~Significant~~America ~~Accounting~~(“U.S. ~~Policies~~GAAP”) ~~Basis~~and pursuant to the rules and regulations of ~~Presentation~~the SEC.

~~The~~Use ~~accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States~~ of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented.Estimates

The ~~accompanying~~preparation of unaudited condensed financial statements ~~should be read~~ in ~~conjunction~~conformity with ~~the~~U.S. ~~audited~~GAAP ~~financial~~requires ~~statements and notes thereto included in~~ the Company’s ~~Annual~~management ~~Report~~to onmake ~~Form~~estimates ~~10-K~~and ~~for~~assumptions ~~the~~that ~~year~~affect ~~ended~~the ~~December~~reported ~~31,~~amounts ~~2023~~of asassets ~~filed~~and ~~with~~liabilities ~~the~~and ~~SEC~~disclosure onof ~~April~~contingent 1,assets ~~2024.~~and ~~The~~liabilities ~~accompanying~~at ~~condensed~~the ~~balance~~date ~~sheet as~~ of ~~December 31, 2023 is derived from~~ the ~~audited~~unaudited condensed financial statements ~~presented~~and in the ~~Company’s~~reported ~~Annual~~amounts ~~Report~~of onexpenses ~~Form~~during ~~10-K for~~ the ~~year~~reporting ~~ended December 31, 2023~~period. ~~The~~Actual ~~interim~~ results ~~for~~could ~~the~~differ ~~three~~from ~~and~~those ~~nine months ended September 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 or for any future interim periods~~estimates.

~~Use~~Cash ofand ~~Estimates~~Cash Equivalents

The ~~preparation~~Company ofconsiders ~~condensed~~all ~~financial~~short-term ~~statements~~investments ~~in conformity~~ with ~~U.S.~~an ~~GAAP~~original ~~requires~~maturity ~~the~~of ~~Company’s~~three ~~management~~months toor ~~make~~less ~~estimates~~when ~~and~~purchased ~~assumptions~~to ~~that~~be ~~affect~~cash ~~the~~equivalents. ~~reported~~All ~~amounts~~ of ~~assets~~the ~~and~~Company’s ~~liabilities~~cash and ~~disclosure~~marketable ofsecurities ~~contingent~~held ~~assets~~in ~~and~~Trust ~~liabilities~~Account atare ~~the~~considered ~~date~~cash ofequivalents ~~the~~as ~~condensed~~of March ~~financial~~31, ~~statements~~2025 and ~~the~~December ~~reported~~31, ~~amounts of expenses during the reporting period~~2024. ~~Actual results could differ from those estimates.~~

~~Cash~~Marketable ~~and~~Securities ~~Cash~~Held ~~Equivalents~~in Trust Account

~~The~~At ~~Company~~March ~~considers~~31, ~~all~~2025 ~~short-term~~and ~~investments~~December ~~with~~31, an2024, ~~original~~substantially ~~maturity~~all of ~~three~~the ~~months~~assets orheld ~~less~~in ~~when~~the ~~purchased~~Trust toAccount bewere ~~cash~~held ~~equivalents.~~in ~~All~~cash ofor ~~the~~in ~~Company’s~~money ~~cash~~market ~~and~~mutual ~~marketable~~funds ~~securities held~~ in ~~Trust~~U.S. ~~Account~~based ~~are~~trust ~~considered~~accounts ~~cash~~at ~~equivalents~~JP asMorgan ofChase ~~September~~and ~~30,~~Morgan ~~2024.~~Stanley ~~The~~with ~~Company~~Continental ~~did~~Stock ~~not~~Transfer ~~have~~& ~~any~~Trust ~~cash~~Company ~~equivalents~~acting as ~~of December 31, 2023~~trustee.

~~Marketable~~The Company accounts for its securities held in the Trust Account in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 320 “Investments-Debt Securities.” ~~Held~~These securities are classified as trading securities with unrealized gains or losses recognized through other income. The Company values its securities held in the Trust Account based on quoted prices in active markets (see Note 8 for more information).

AtWarrant September 30, 2024 and December 31, 2023, substantially all of the assets held in the Trust Account were held in cash or in money market mutual funds in U.S. based trust accounts at Morgan Stanley with Continental Stock Transfer & Trust Company acting as trustee.Liabilities

15The ~~Table~~Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of ~~Contents~~the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

~~The~~For ~~Company~~issued ~~accounts~~or ~~for~~modified ~~its~~warrants ~~securities~~that ~~held~~meet inall of the ~~Trust~~criteria ~~Account~~for equity classification, the warrants are required to be recorded as a component of additional paid-in ~~accordance~~capital ~~with~~at the ~~guidance~~time inof ~~Accounting~~issuance. ~~Standards~~For ~~Codification~~issued ~~(“ASC”)~~or ~~Topic~~modified ~~320~~warrants ~~“Investments—Debt~~that ~~Securities.”~~do ~~These~~not ~~securities~~meet all the criteria for equity classification, the warrants are ~~classified~~required asto ~~trading~~be ~~securities~~recorded ~~with~~at ~~unrealized~~their ~~gains~~initial orfair ~~losses~~value ~~recognized~~on ~~through~~the ~~other~~date ~~income.~~of ~~The~~issuance, ~~Company~~and ~~values~~each ~~its~~balance ~~securities~~sheet ~~held~~date thereafter. Changes in the ~~Trust~~estimated ~~Account~~fair ~~based~~value onof ~~quoted~~the ~~prices~~warrants inare ~~active~~recognized ~~markets~~as ~~(see~~a non-cash ~~Note~~gain 8or ~~for~~loss ~~more~~on ~~information)~~the statements of operations.

~~Warrant~~13 ~~Liabilities~~Table of Contents

~~The~~Class ~~Company~~A ~~accounts~~Ordinary ~~for~~Shares ~~warrants~~Subject as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ~~ASC~~Possible 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.Redemption

~~For~~The ~~issued~~Company oraccounts ~~modified~~for ~~warrants~~its ~~that~~Class ~~meet~~A ~~all~~ordinary ofshares ~~the~~subject ~~criteria~~to ~~for~~possible ~~equity~~redemption ~~classification,~~in accordance with the ~~warrants~~guidance ~~are~~in ~~required~~ASC 480. Class A ordinary shares subject to bemandatory ~~recorded~~redemption are classified as a ~~component~~liability ofinstrument ~~additional~~and ~~paid-in~~are ~~capital~~measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the ~~time~~control of ~~issuance.~~the ~~For~~holder ~~issued~~ or ~~modified~~subject ~~warrants~~to ~~that~~redemption doupon the occurrence of uncertain events not ~~meet~~solely ~~all~~within the ~~criteria~~Company’s ~~for~~control) are classified as temporary equity. ~~classification~~At all other times, ~~the~~ordinary ~~warrants~~shares are ~~required~~classified toas beshareholders’ ~~recorded~~equity. atThe ~~their~~Company’s ~~initial~~Class ~~fair~~A ~~value~~ordinary onshares ~~the~~feature ~~date~~certain redemption rights that are considered to be outside of ~~issuance,~~the Company’s control and ~~each~~subject ~~balance~~to ~~sheet~~occurrence ~~date~~of ~~thereafter~~uncertain future events. ~~Changes~~Accordingly, inClass ~~the~~A ~~estimated~~ordinary ~~fair~~shares ~~value~~subject ofto ~~the~~possible ~~warrants~~redemption are ~~recognized~~presented asat aredemption ~~non-cash~~value ~~gain~~as ortemporary ~~loss~~equity, onoutside of the ~~unaudited~~shareholders’ ~~condensed~~equity ~~statements~~section of ~~operations~~the Company’s balance sheet.

Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. The change in the carrying value of Class A ~~Ordinary~~ordinary ~~Shares~~shares ~~Subject~~subject to ~~Possible~~possible ~~Redemption~~redemption resulted in charges against additional paid-in capital and accumulated deficit.

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC 480. Class A ordinary shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At ~~all~~March ~~other times~~31, ~~ordinary~~2025 ~~shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control~~ and ~~subject~~December to31, ~~occurrence of uncertain future events. Accordingly~~2024, the Class A ordinary shares subject to possible redemption ~~are~~reflected ~~presented~~in atthe ~~redemption~~condensed ~~value~~balance assheets ~~temporary~~are ~~equity,~~reconciled ~~outside~~in of the ~~shareholders’~~following ~~equity section of the Company’s condensed balance sheet.~~table:

Immediately upon the closing of the Initial Public Offering, the Company recognized the remeasurement from initial book value to redemption amount. The change in the carrying value of Class A ordinary shares subject to possible redemption resulted in charges against additional paid-in capital and accumulated deficit.

	Shares		Amounts
Class A ordinary shares subject to possible redemption - December 31, 2024		173,653	$	1,967,696
Less:
Payments to Class A ordinary shareholders for redemption of shares		-		-
Plus:
Remeasurement of carrying value to redemption value		-		16,289
Class A ordinary shares subject to possible redemption - March 31, 2025		297,942	$	1,983,985

At During ~~September~~the ~~30,~~three ~~2024~~months ~~and~~ended ~~December~~March 31, ~~2023~~2025 , the Company remeasured the Class A ordinary shares subject to possible redemption ~~reflected~~to inincrease the ~~condensed~~carrying ~~balance~~amount ~~sheets~~by ~~are~~$16,289 ~~reconciled~~to inreflect current earnings of the ~~following~~Trust ~~table:~~Account.

	Shares			Amounts
Class A ordinary shares subject to possible redemption - December 31, 2023		419,938		$	4,553,517
Less:
Payments to Class A ordinary shareholders for redemption of shares		(83,349	)		(911,508	)
Due to shareholders		(38,647	)		(428,962	)
Plus:
Remeasurement of carrying value to redemption value		—			95,277
Class A ordinary shares subject to possible redemption - September 30, 2024		297,942			3,308,324

Concentration of Credit Risk

16Financial ~~Table~~instruments that potentially subject the Company to concentrations of ~~Contents~~credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage of $250,000. At March 31, 2025, the Company has not experienced losses on these accounts.

In14 ~~connection~~Table ~~with the vote to approve the February 2024 Extension Amendment Proposal, shareholders elected to redeem 83,349 Class A ordinary shares, resulting in redemption payments out~~ of the trust account totaling $911,508, or approximately $10.94 per share. $78,018 was paid out to redeeming Class A ordinary shares as their proportionate share of trust earnings through the redemption date and is the difference between the redemption amount per share and the original $10.00 per share times the number of shares redeemed. In connection with the vote to approve extension at the June 2024 Extraordinary Meeting, shareholders elected to redeem 38,647 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $428,962, or approximately $11.10 per share. $42,492 was paid out to redeeming Class A ordinary shares as their proportionate share of trust earnings through the redemption date and is the difference between the redemption amount per share and the original $10.00 per share times the number of shares redeemed. During the nine months ended September 30, 2024, the Company remeasured the Class A ordinary shares subject to possible redemption to increase the carrying amount by $131,024 to reflect current earnings of the Trust Account.Contents

~~Concentration~~Emerging ofGrowth ~~Credit Risk~~Company

~~Financial~~The ~~instruments~~Company ~~that~~is ~~potentially~~an ~~subject~~“emerging growth company,” as defined in Section 2(a) of the ~~Company~~Securities toAct, ~~concentrations~~as modified by the Jumpstart Our Business Startups Act of ~~credit~~2012 ~~risk~~(the ~~consist~~“JOBS Act”), and it may take advantage of ~~cash~~certain ~~accounts~~exemptions infrom avarious ~~financial~~reporting ~~institution,~~requirements ~~which~~that are applicable to other public companies that are not emerging growth companies including, atbut ~~times~~not limited to, ~~may~~not ~~exceed~~being required to comply with the ~~Federal~~auditor ~~Deposit~~attestation ~~Insurance~~requirements ~~Corporation~~of ~~coverage~~Section 404 of ~~$250~~the Sarbanes-Oxley Act,~~000.~~ Atreduced ~~September~~disclosure ~~30,~~obligations ~~2024~~regarding executive compensation in its periodic reports and proxy statements, and exemptions from the ~~Company~~requirements ~~has~~of ~~not~~holding ~~experienced~~a ~~losses~~nonbinding advisory vote on ~~these~~executive ~~accounts~~compensation and shareholder approval of any golden parachute payments not previously approved.

~~Emerging~~Further, ~~Growth~~Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.

~~The~~This ~~Company~~may ismake ancomparison ~~“emerging growth company,” as defined in Section 2(a)~~ of the ~~Securities~~Company’s ~~Act,~~unaudited ascondensed ~~modified~~financial bystatements ~~the~~with ~~Jumpstart~~another ~~Our~~public ~~Business~~company ~~Startups~~which ~~Act~~is ofneither ~~2012~~an ~~(the~~emerging ~~“JOBS~~growth ~~Act”),~~company ~~and~~nor itan ~~may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not~~ emerging growth ~~companies~~company ~~including,~~which ~~but~~has ~~not~~opted ~~limited~~out ~~to,~~of ~~not~~using ~~being~~the ~~required~~extended totransition ~~comply~~period ~~with~~difficult ~~the~~or ~~auditor~~impossible ~~attestation~~because ~~requirements~~ of ~~Section 404 of~~ the ~~Sarbanes-Oxley~~potential ~~Act,~~differences ~~reduced disclosure obligations regarding executive compensation~~ in ~~its~~accounting ~~periodic~~standards reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approvedused.

~~Further,~~Fair ~~Section~~value ~~102(b)(1)~~ of ~~the~~Financial JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non- emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.Instruments

~~This~~The ~~may~~fair ~~make~~value ~~comparison~~ of the Company’s ~~condensed~~assets ~~financial~~and ~~statements~~liabilities, ~~with another public company~~ which isqualify ~~neither~~as anfinancial ~~emerging~~instruments ~~growth~~under ~~company~~ASC ~~nor~~Topic an820, ~~emerging~~“Fair ~~growth~~Value ~~company~~Measurement,” ~~which~~approximates ~~has~~the ~~opted~~carrying ~~out~~amounts ofrepresented ~~using~~in the ~~extended~~accompanying ~~transition~~balance ~~period~~sheet, ~~difficult~~primarily ordue ~~impossible~~to ~~because~~their ofshort-term ~~the potential differences in accounting standards used~~nature.

17Income ~~Table of Contents~~Taxes

~~Fair~~The ~~value~~Company follows the asset and liability method of ~~Financial~~accounting ~~Instruments~~for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the unaudited condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

~~The~~ASC ~~fair~~740 ~~value~~prescribes ofa recognition threshold and a measurement attribute for the ~~Company’s~~financial ~~assets~~statement recognition and ~~liabilities~~measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, ~~which~~a ~~qualify~~tax asposition ~~financial~~must ~~instruments~~be ~~under~~more ~~ASC~~likely ~~Topic~~than ~~820~~not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of March 31, ~~“Fair~~2025 ~~Value~~and ~~Measurement~~December 31,” ~~approximates~~2024. The Company’s management determined that the ~~carrying~~Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts ~~represented~~were inaccrued for the ~~accompanying~~payment ~~condensed~~of ~~balance~~interest ~~sheet~~and penalties for the three months ended March 31, ~~primarily~~2025 ~~due~~and 2024. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to ~~their~~income ~~short-term~~tax ~~nature~~examinations by major taxing authorities since inception.

~~Income~~There ~~Taxes~~is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s unaudited condensed financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

~~The~~15 ~~Company~~Table ~~follows the asset and liability method~~ of accounting for income taxes under FASB ASC 740, “Income Taxes” (“ASC 740”). Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the condensed financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.Contents

~~ASC~~Net ~~740~~Income ~~prescribes~~(Loss) aPer ~~recognition~~Ordinary threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of September 30, 2024 and December 31, 2023. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the three and nine months ended September 30, 2024 and 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.Share

~~There~~Net isincome ~~currently~~(loss) noper ~~taxation~~share ~~imposed~~is oncomputed by dividing net income (loss) by the ~~Government~~weighted-average number of ~~the~~ordinary ~~Cayman~~shares ~~Islands.~~outstanding Induring ~~accordance~~the ~~with~~period. ~~Cayman~~The ~~Islands~~Company ~~income~~has ~~tax~~not ~~regulations,~~considered ~~income~~the ~~taxes~~effect ~~are~~of ~~not~~the ~~levied~~warrants onsold in the ~~Company.~~Initial ~~Consequently,~~Public ~~income~~Offering ~~taxes~~and ~~are~~Private ~~not~~Placement ~~reflected~~to inpurchase an aggregate of 20,933,333 of the Company’s ~~condensed~~Class ~~financial~~A ~~statements.~~ordinary ~~The~~shares ~~Company’s~~in ~~management~~the ~~does~~calculation ~~not~~of ~~expect~~diluted ~~that~~income (loss) per share for all periods presented, since the ~~total~~exercise ~~amount~~of the warrants are contingent upon the occurrence of ~~unrecognized~~future ~~tax~~events ~~benefits~~and ~~will~~the ~~materially~~inclusion ~~change~~of ~~over~~such warrants would be anti-dilutive under the ~~next~~treasury ~~twelve~~stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2025 and 2024.

~~Net~~The ~~Income~~following table reflects the calculation of basic and diluted net income (~~Loss~~loss) ~~Per~~per ~~Ordinary~~share ~~Share~~(in dollars, except share amounts):

Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 20,933,333 of the Company’s Class A ordinary shares in the calculation of diluted income (loss) per share for all periods presented, since the exercise of the warrants are contingent upon the occurrence of future events and the inclusion of such warrants would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three and nine months ended September 30, 2024 and 2023.

	For the three months ended				For the three months ended
	March 31, 2025				March 31, 2024
	Class A Redeemable		Class A Nonredeemable and Class B		Class A Redeemable			Class A Nonredeemable and Class B
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net income (loss)	$	2,432	$	140,026	$	(95,974	)	$	(2,417,229	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		173,653		10,000,000		397,040			10,000,000

Basic and diluted net income (loss) per ordinary share	$	0.01	$	0.01	$	(0.24	)	$	(0.24	)

~~The~~Recent ~~following~~Accounting ~~table reflects the calculation of basic and diluted net income (loss) per share (in dollars, except share amounts):~~Pronouncements

	For the three months ended				For the nine months ended						For the three months ended						For the nine months ended
	September 30, 2024				September 30, 2024						September 30, 2023						September 30, 2023 (Restated)
	Class A		Class A		Class A			Class A
	Redeemable		Nonredeemable		Redeemable			Nonredeemable			Class A			Class B			Class A			Class B
			and Class B					and Class B
Basic and diluted net income (loss) per ordinary share:
Numerator:
Allocation of net income (loss)	$	126,259	$	3,986,227	$	(162,240	)	$	(4,428,063	)	$	(140,469	)	$	(1,269,312	)	$	(390,641	)	$	(3,400,392	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		316,738		10,000,000		343,407			10,000,000			1,106,657			10,000,000			1,148,813			10,000,000
Basic and diluted net income (loss) per ordinary share	$	0.40	$	0.40	$	(0.05	)	$	(0.05	)	$	(0.13	)	$	(0.13	)	$	(0.34	)	$	(0.34	)

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

18The ~~Table~~adoption of ~~Contents~~this ASU required the Company to provide additional disclosure, but otherwise it does not materially impact the accompanying unaudited condensed financial statements.

~~Recent~~In ~~Accounting~~December ~~Pronouncements~~2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. This standard is intended to benefit investors by providing more detailed income tax disclosures that would be useful in making capital allocation decisions and will be effective for public companies for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its unaudited condensed financial statements.

InManagement ~~June~~does ~~2016,~~not ~~FASB~~believe issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 changes the way entities measure credit losses for most financial assets and certain other instruments that ~~are~~any ~~not~~recently ~~measured at fair value through net income. For emerging growth companies~~issued, ~~the~~but ~~new~~not ~~guidance is~~ effective, ~~for~~accounting ~~annual periods beginning after January 1~~pronouncements, ~~2023.~~if ~~The~~currently ~~Company~~ adopted ~~ASU 2016-13 as of January 1~~, ~~2023,~~would ~~with~~have noa ~~impact~~material toeffect ~~its~~on ~~condensed financial statements because~~ the Company’s ~~does~~unaudited ~~not~~condensed ~~have~~ financial ~~assets within the scope of ASU 2016-13~~statements.

~~The~~Note ~~Company’s~~3 ~~management~~— ~~does~~Initial ~~not~~Public ~~believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements.~~Offering

~~Note~~Pursuant 3to —the Initial Public Offering, the Company sold 40,000,000 Units at a price of $10.00 per Unit, which includes the partial exercise by the underwriter of the overallotment option to purchase an additional 5,000,000 Units. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant”), each whole Public Warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).

~~Pursuant~~Note to4 ~~the~~— ~~Initial~~Related ~~Public~~Party ~~Offering,~~Transactions ~~the~~Founder Company sold 40,000,000 Units at a price of $10.00 per Unit, which includes the partial exercise by the underwriter of the overallotment option to purchase an additional 5,000,000 Units. Each Unit consists of one Class A ordinary share, par value $0.0001 per share, and one-third of one redeemable warrant (each, a “Public Warrant”), each whole Public Warrant entitling the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6).Shares

~~Note~~On 4October —28, ~~Related~~2020, ~~Party~~the ~~Transactions~~Sponsor ~~Founder~~paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 per share. In November 2020, the Sponsor transferred 50,000 Class B ordinary shares to each of the Company’s independent directors. On December 16, 2020, the Company effected a share capitalization of 1,437,500 Class B ordinary shares, resulting in an aggregate of 10,062,500 Class B Ordinary Shares outstanding. As a result of the underwriters’ election to partially exercise their over-allotment option, the Sponsor forfeited 62,500 Class B Ordinary for no consideration, resulting in 10,000,000 Class B ordinary shares outstanding as of December 31, 2022. On June 21, 2023, in connection with the approval of the Founder Conversion Amendment, our sponsor, the holder of an aggregate of 9,825,001 shares of the Company’s Class B ordinary shares, par value $0.0001 per share, elected to convert 9,825,000 shares of the Class B ordinary shares held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate effect. Following such conversion, the Sponsor holds 9,825,000 shares of Class A ordinary shares and 1 share of Class B ordinary shares. The Company will have an aggregate of 10,173,653 shares of Class A ordinary shares issued and outstanding (173,653 of which are subject to possible redemption) and 175,000 shares of Class B ordinary shares issued and outstanding as of March 31, 2025 and December 31, 2024, respectively. In connection with the conversion, the sponsor has agreed to certain transfer restrictions, a waiver of redemption rights, a waiver of any right to receive funds from the trust account and the obligation to vote in favor of an initial business combination. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination.

On October 28, 2020, the Sponsor paid $25,000, or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 per share. In November 2020, the Sponsor transferred 50,000 Class B ordinary shares to each of the Company’s independent directors. On December 16, ~~2020,~~Table ~~the Company effected a share capitalization~~ of 1,437,500 Class B ordinary shares, resulting in an aggregate of 10,062,500 Class B Ordinary Shares outstanding. As a result of the underwriters’ election to partially exercise their over-allotment option, the Sponsor forfeited 62,500 Class B Ordinary for no consideration, resulting in 10,000,000 Class B ordinary shares outstanding as of December 31, 2022. On June 21, 2023, in connection with the approval of the Founder Conversion Amendment, our sponsor, the holder of an aggregate of 9,825,001 shares of the Company’s Class B ordinary shares, par value $0.0001 per share, elected to convert 9,825,000 shares of the Class B ordinary shares held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate effect. Following such conversion, the Sponsor holds 9,825,000 shares of Class A ordinary shares and 1 share of Class B ordinary shares. The Company will have an aggregate of 10,122,942 and 10,244,938 shares of Class A ordinary shares issued and outstanding (297,942 and 419,938 of which are subject to possible redemption) and 175,000 and 175,000 shares of Class B ordinary shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively. In connection with the conversion, the sponsor has agreed to certain transfer restrictions, a waiver of redemption rights, a waiver of any right to receive funds from the trust account and the obligation to vote in favor of an initial business combination. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination.Contents

19The ~~Table~~Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of ~~Contents~~its Founder Shares or Class A ordinary shares received upon conversion thereof until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

The ~~Sponsor~~Company’s ~~has~~Founder ~~agreed,~~Shares are subject to ~~limited~~transfer ~~exceptions,~~restrictions ~~not~~pursuant to ~~transfer,~~lock-up ~~assign~~provisions orin ~~sell~~a ~~any~~letter ofagreement ~~its~~with ~~Founder~~the ~~Shares~~Company orentered ~~Class~~into Aby ~~ordinary~~the ~~shares~~initial ~~received~~stockholders, ~~upon~~and ~~conversion~~officers ~~thereof~~and ~~until~~directors. The Sponsor has the ~~earlier~~right ~~of:~~to ~~(A)~~transfer ~~one~~its ~~year~~ownership ~~after~~in the ~~completion~~Founder ofShares aat ~~Business~~any ~~Combination~~time, and ~~(B)~~to ~~subsequent~~any transferee, to athe ~~Business~~extent ~~Combination,~~that ~~(x)~~the ifSponsor ~~the~~determines, ~~last~~in ~~reported~~good ~~sale~~faith, ~~price~~that ofsuch ~~the~~transfer ~~Class~~is Anecessary ~~ordinary~~to ~~shares~~ensure ~~equals~~that it and/or ~~exceeds~~any ~~$12.00~~of ~~per~~its ~~share~~parents, ~~(as~~subsidiaries ~~adjusted~~or ~~for~~affiliates ~~share~~are ~~splits,~~in ~~share~~compliance ~~dividends,~~with ~~rights~~the ~~issuances,~~Investment ~~subdivisions,~~Company ~~reorganizations,~~Act ~~recapitalizations~~of ~~and~~1940. ~~the~~Any ~~like)~~permitted ~~for~~transferees ~~any~~will 20be ~~trading~~subject ~~days~~to ~~within~~the ~~any~~same ~~30-trading~~restrictions ~~day~~and ~~period~~other ~~commencing~~agreements atof ~~least~~the ~~150~~initial ~~days~~stockholders ~~after~~with arespect ~~Business~~to ~~Combination,~~any orFounder ~~(y)~~Shares. ~~the~~Prior ~~date~~to onthe ~~which~~closing of the ~~Company~~Initial ~~completes~~Public ~~a liquidation~~Offering, ~~merger,~~the ~~amalgamation,~~Sponsor ~~share~~transferred ~~exchange~~150,000 ~~reorganization~~Founder orShares ~~other~~to ~~similar~~our ~~transaction~~three ~~that~~independent ~~results~~directors in ~~all~~recognition of and as compensation for their future services to the Company’s. ~~shareholders~~The ~~having~~transfer ~~the~~of ~~right~~Founder Shares to ~~exchange~~these ~~their~~directors ~~Class~~is Awithin ~~ordinary~~the ~~shares~~scope ~~for~~of ~~cash~~FASB ASC Topic 718, ~~securities~~“Compensation- orStock ~~other~~Compensation” ~~property~~(“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.

~~The~~Compensation ~~Company’s~~expense ~~Founder~~related ~~Shares are subject~~ to ~~transfer~~the ~~restrictions~~Founder ~~pursuant~~Shares tois ~~lock-up~~recognized ~~provisions~~only inwhen ~~a letter agreement with~~ the ~~Company~~performance-based ~~entered~~vesting ~~into~~condition by(i.e. the ~~initial~~consummation ~~stockholders,~~of ~~and~~a ~~officers~~business ~~and~~combination) ~~directors.~~is ~~The~~probable ~~Sponsor~~of ~~has~~achievement under the ~~right~~applicable toaccounting ~~transfer~~literature. ~~its~~Stock-based ~~ownership~~compensation inwould ~~the~~be ~~Founder~~recognized ~~Shares~~ at ~~any time, and to any transferee, to~~ the ~~extent~~consummation ~~that~~of ~~the~~a ~~Sponsor~~business ~~determines~~combination, in ~~good~~an ~~faith,~~amount ~~that~~equal ~~such transfer is necessary~~ to ~~ensure~~the ~~that~~number ~~it and/or any~~ of ~~its~~Founder ~~parents,~~Shares ~~subsidiaries~~times ~~or affiliates are in compliance with~~ the ~~Investment~~grant ~~Company~~date ~~Act~~fair ofvalue ~~1940.~~per ~~Any~~share ~~permitted~~(unless ~~transferees~~subsequently ~~will~~modified) beless ~~subject to~~ the ~~same~~amount ~~restrictions~~initially ~~and~~received ~~other~~for ~~agreements~~the transfer of the ~~initial stockholders with respect to any~~ Founder Shares. ~~Prior~~As toof ~~the~~March ~~closing~~31, of2025, the ~~Initial~~lock-up ~~Public~~provisions ~~Offering,~~have ~~the~~not ~~Sponsor~~been ~~transferred~~remediated ~~150,000~~and ~~Founder~~are ~~Shares~~not probable to ~~our~~be ~~three~~remediated. ~~independent~~Any ~~directors~~such inagreements ~~recognition~~may ofbe ~~and~~subject asto ~~compensation~~certain ~~for~~conditions ~~their~~to ~~future~~closing, ~~services~~such toas approval by the Company’s shareholders. ~~The~~As ~~transfer~~a ofresult, ~~Founder~~the ~~Shares~~Company todetermined ~~these~~that, ~~directors~~taking isinto ~~within~~account ~~the~~that ~~scope~~there ofis ~~FASB~~a ~~ASC~~possibility ~~Topic~~that ~~718,~~the ~~“Compensation-~~Business ~~Stock~~Combination ~~Compensation”~~might ~~(“ASC~~not ~~718”). Under ASC 718~~happen, no stock-based compensation ~~associated~~expense ~~with~~should ~~equity-classified~~be ~~awards~~recognized isthrough ~~measured~~March at31, ~~fair value upon the grant date~~2025.

~~Compensation~~On ~~expense~~August ~~related~~15, to2024, the ~~Founder~~Company, ~~Shares~~the isOriginal ~~recognized~~Sponsor, ~~only~~CGA ~~when~~Sponsor, LLC, and the ~~performance-based~~New ~~vesting~~Sponsor, ~~condition~~Ringwood ~~(i.e.~~Field, ~~the~~LLC, ~~consummation~~entered ofinto a ~~business~~share ~~combination)~~purchase isagreement ~~probable~~(the of“Purchase ~~achievement~~Agreement”). ~~under~~Pursuant to the ~~applicable~~Purchase ~~accounting~~Agreement, ~~literature.~~among ~~Stock-based~~other ~~compensation~~things: ~~would~~(a) bethe ~~recognized~~Original atSponsor ~~the~~transferred ~~consummation~~to ofthe aNew ~~business~~Sponsor ~~combination,~~an inaggregate anof ~~amount~~5,895,000 ~~equal~~Class toA ~~the~~Ordinary ~~number~~Shares of ~~Founder~~the ~~Shares~~Company; ~~times~~(b) the ~~grant~~New ~~date~~Sponsor ~~fair~~executed ~~value~~a ~~per~~joinder ~~share~~agreement ~~(unless~~to ~~subsequently~~become ~~modified)~~a ~~less~~party ~~the~~to ~~amount~~that ~~initially~~certain ~~received~~letter ~~for~~agreement, ~~the~~dated ~~transfer~~December of16, ~~the~~2020 ~~Founder~~(“Letter ~~Shares.~~Agreement”), Asand ofthat ~~September~~certain ~~30,~~Registration ~~2024~~Rights Agreement, ~~the~~dated ~~lock-up~~December ~~provisions~~16, ~~have~~2020 ~~not~~(“Registration ~~been~~Rights ~~remediated~~Agreement”), ~~and~~each ~~are~~originally ~~not~~entered ~~probable~~into toin beconnection ~~remediated.~~with ~~Any~~the ~~such~~Company’s ~~agreements~~initial ~~may~~public beoffering ~~subject~~(“IPO”), toamong ~~certain~~the ~~conditions~~Company, tothe ~~closing~~Original Sponsor, ~~such~~and ascertain ~~approval~~equity byholders of the Company’s; ~~shareholders.~~and As(c) ~~a result,~~ the ~~Company~~Original ~~determined~~Sponsor ~~that,~~and ~~taking~~holders ~~into~~of ~~account~~the ~~that~~Class ~~there~~B isShares agranted ~~possibility~~the ~~that~~New Sponsor the ~~Business~~irrevocable ~~Combination~~right ~~might~~to ~~not~~vote ~~happen,~~the noretained ~~stock-based~~shares ~~compensation~~on ~~expense~~their ~~should~~behalf beand ~~recognized~~to ~~through~~take ~~September~~certain ~~30,~~other ~~2024~~actions on their behalf.

OnPrivate ~~August~~Placement 15, 2024, the Company, the Original Sponsor, CGA Sponsor, LLC, and the New Sponsor, Ringwood Field, LLC, entered into a share purchase agreement (the “Purchase Agreement”). Pursuant to the Purchase Agreement, among other things: (a) the Original Sponsor transferred to the New Sponsor an aggregate of 5,895,000 Class A Ordinary Shares of the Company; (b) the New Sponsor executed a joinder agreement to become a party to that certain letter agreement, dated December 16, 2020 (“Letter Agreement”), and that certain Registration Rights Agreement, dated December 16, 2020 (“Registration Rights Agreement”), each originally entered into in connection with the Company’s initial public offering (“IPO”), among the Company, the Original Sponsor, and certain equity holders of the Company; and (c) the Original Sponsor and holders of the Class B Shares granted the New Sponsor the irrevocable right to vote the retained shares on their behalf and to take certain other actions on their behalf.Warrants

Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 7,600,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $11,400,000. Each warrant was exercisable to purchase one Class A ordinary share at $11.50 per share. However, in connection with the transfer of the Sponsor’s stake to the New Sponsor on August 15, 2024, the Private Placement Warrants were canceled, and as a result, no further obligations or rights exist with respect to these warrants.

~~Simultaneously~~The ~~with~~Sponsor ~~the~~and ~~closing of~~ the ~~Initial~~Company’s ~~Public~~officers ~~Offering,~~and ~~the~~directors ~~Sponsor~~had ~~purchased~~previously ~~an aggregate of 7~~agreed,~~600,000~~ ~~Private~~subject ~~Placement~~to ~~Warrants~~limited ~~at a price of $1.50 per warrant for an aggregate purchase price of $11~~exceptions,~~400,000.~~ ~~Each~~not ~~warrant was exercisable~~ to ~~purchase~~transfer, ~~one Class A ordinary share at $11.50 per share. However~~assign, inor ~~connection~~sell ~~with~~any ~~the transfer~~ of ~~the~~their ~~Sponsor’s stake to the New Sponsor on August 15, 2024, the~~ Private Placement Warrants ~~were~~until ~~canceled,~~30 ~~and~~days asafter athe ~~result,~~completion noof ~~further~~the ~~obligations~~initial orBusiness ~~rights exist with respect to these warrants~~Combination.

~~The~~Working ~~Sponsor~~Capital and the Company’s officers and directors had previously agreed, subject to limited exceptions, not to transfer, assign, or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.Loans

20In ~~Table~~addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of ~~Contents~~the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.50 per warrant. As of the date of this filing, March 31, 2025 and December 31, 2024, the Company had no borrowings under any Working Capital Loans.

~~Working~~17 ~~Capital~~Table ~~Loans~~of Contents

InAdministrative ~~addition,~~Services in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors, may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into private placement warrants at a price of $1.50 per warrant. As of the date of this filing, September 30, 2024 and December 31, 2023, the Company had no borrowings under any Working Capital Loans.Agreement

Pursuant to an administrative services agreement (the “Administrative Services Agreement”) entered into on December 17, 2020, the Company agreed to pay the Sponsor a total of $40,000 per month for office space, utilities, secretarial and administrative support services provided to members of the Company’s management team until the earlier of (A) the Company’s completion of the initial Business Combination or (B) on December 21, 2022, an amount equal to $960,000 less the actual amount paid under the Administrative Services Agreement. For the year ended, 2024 and 2023, the Company incurred $0 and $0, respectively, which is included in operating and formation costs on the statements of operations. As of March 31, 2025 and December 31, 2024, there were $0 in fees outstanding for these services. Notwithstanding the foregoing, on November 18, 2021, the Sponsor permanently waived its right to receive any of the Company’s outstanding, and all of the Company’s remaining, payment obligations under the Administrative Services Agreement.

~~Pursuant~~Operating to an administrative services agreement (the “Administrative Services Agreement”) entered into on December 17, 2020, the Company agreed to pay the Sponsor a total of $40,000 per month for office space, utilities, secretarial and ~~administrative~~Formation support services provided to members of the Company’s management team until the earlier of (A) the Company’s completion of the initial Business Combination or (B) on December 21, 2022, an amount equal to $960,000 less the actual amount paid under the Administrative Services Agreement. For the three and nine months ended September 30, 2024 and 2023, the Company incurred $0 and $0, respectively, which is included in operating and formation costs on the unaudited condensed statements of operations. As of September 30, 2024 and December 31, 2023, there were $280,000 and 280,000 in fees outstanding for these services, respectively, that are included in due to related party on the condensed balance sheets. Notwithstanding the foregoing, on November 18, 2021, the Sponsor permanently waived its right to receive any of the Company’s outstanding, and all of the Company’s remaining, payment obligations under the Administrative Services Agreement.Costs

~~Operating~~As of March 31, 2025 and ~~Formation~~December ~~Costs~~31, 2024, the Sponsor and affiliates of the Sponsor also paid operating and formation costs of $27,388 and $24,849, respectively, on behalf of the Company which are due on demand. These amounts are included in due to related party on the condensed balance sheets as of March 31,2025 and December 31, 2024. The Sponsor is not under any obligation to make additional expenditures on the Company’s behalf.

AsNote of5 ~~September~~— ~~30,~~Commitments ~~2024,~~ and ~~December~~Contingencies 31, 2023, the Sponsor and affiliates of the Sponsor had paid operating and formation costs of $2,101,264 and $1,630,848, respectively, on behalf of the Company. These amounts were initially recorded as liabilities owed to the Sponsor and included in "Due to Related Party" on balance sheets. However, in connection with the transfer of the Original Sponsor’s stake to the New Sponsor on August 15, 2024, all outstanding liabilities were assumed by Original Sponsor and subsequently discharged. As a result, no further amounts remain payable to the Original Sponsor as of September 30, 2024. The New Sponsor is not under any obligation to make additional expenditures on the Company’s behalf.

~~Note 5 — Commitments and Contingencies~~ Registration Rights

The holders of Founder Shares, Private Placement Warrants, and securities that may be issued upon conversion of Working Capital Loans, if any, are entitled to registration rights pursuant to a registration rights agreement entered in connection with the Initial Public Offering. These holders are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, these holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

21Underwriting ~~Table of Contents~~Agreement

~~Underwriting~~After ~~Agreement~~the Initial Public Offering, the underwriters were entitled to a deferred fee of $0.35 per Unit, or $14,000,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Effective December 20, 2022, in accordance with a fee reduction agreement, the underwriter agreed to irrevocably forfeit $10,000,000 of the aggregate $14,000,000 deferred fee that would otherwise be payable to it in cash pursuant the underwriting agreement, resulting in a reduced deferred fee of $4,000,000, which shall be payable to the underwriter upon consummation of a Business Combination, as originally set forth in the underwriting agreement. The Company accounted for this forfeiture during the fourth calendar quarter of the year ended December 31, 2022.

~~After~~On ~~the~~June ~~Initial Public Offering~~23, ~~the underwriters were entitled to a deferred fee of $0.35 per Unit~~2023, ~~or $14,000,000 in~~ the ~~aggregate.~~Company ~~The~~and ~~deferred fee will become payable to~~ the ~~underwriters~~underwriter ~~from~~agreed ~~the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject~~ to ~~the~~terminate ~~terms of~~ the ~~underwriting agreement. Effective~~ December 20, 2022, ~~in accordance with a~~ fee reduction agreement, ~~the~~solely ~~underwriter~~upon ~~agreed~~execution toof ~~irrevocably~~a ~~forfeit~~side ~~$10,000,000~~letter ofin ~~the~~accordance ~~aggregate~~with ~~$14,000,000~~the ~~deferred~~duly ~~fee~~executed ~~that~~Mutual ~~would~~Termination ~~otherwise~~of beInitial ~~payable~~Fee toReduction itAgreement. inOn ~~cash~~June ~~pursuant~~23, ~~the underwriting agreement~~2023, ~~resulting~~ in aaccordance ~~reduced~~with ~~deferred~~the ~~fee~~duly ofexecuted ~~$4,000,000,~~Side ~~which~~Letter ~~shall be payable~~ to ~~the~~Underwriting ~~underwriter upon consummation of a Business Combination~~Agreement, ~~as originally set forth in~~ the ~~underwriting agreement. The~~ Company ~~accounted~~and ~~for this forfeiture during~~ the ~~fourth~~underwriter ~~calendar~~agreed ~~quarter~~to of the ~~year ended December 31, 2022.~~following:

On1. ~~June~~Cantor ~~23,~~will ~~2023,~~irrevocably ~~the~~forfeit ~~Company~~$7,000,000 ~~and~~(instead ~~the~~of ~~underwriter~~$10,000,000) ~~agreed~~of ~~to terminate~~ the ~~December~~aggregate 20$14,000,000 ~~2022~~Original ~~fee~~Fee ~~reduction~~that ~~agreement~~would ~~solely~~otherwise ~~upon~~be ~~execution~~payable ofto ait ~~side letter~~ in ~~accordance~~cash ~~with~~pursuant to the ~~duly~~Underwriting ~~executed~~Agreement, ~~Mutual~~resulting ~~Termination~~in ofa ~~Initial~~reduced ~~Fee~~fee ~~Reduction~~of ~~Agreement.~~$7,000,000 On(the ~~June 23~~“Fee”), ~~2023,~~which shall be payable in ~~accordance~~cash ~~with~~by the ~~duly~~Company ~~executed~~to ~~Side~~Cantor ~~Letter~~upon toconsummation ~~Underwriting~~of ~~Agreement,~~a ~~the~~Business ~~Company~~Combination, ~~and~~as ~~the~~originally ~~underwriter~~set ~~agreed~~forth toin the ~~following:~~Underwriting Agreement.

	1.	Cantor will irrevocably forfeit $7,000,000 (instead of $10,000,000) of the aggregate $14,000,000 Original Fee that would otherwise be payable to it in cash pursuant to the Underwriting Agreement, resulting in a reduced fee of $7,000,000 (the “Fee”), which shall be payable in cash by the Company to Cantor upon consummation of a Business Combination, as originally set forth in the Underwriting Agreement.
	2.	In addition, upon the consummation of the Business Combination, the Company shall pay to the Underwriter a non-refundable cash fee equal to 3.0% of:

Table of Contents

·2. ~~(x)~~In ~~the aggregate maximum gross proceeds received or receivable in connection with any Equity Financing~~addition, ~~including, without limitation, aggregate amounts committed by investors to purchase securities, whether or not all securities are issued~~ upon the consummation of the Business Combination, ~~plus · (y)~~ the ~~gross proceeds received by the~~ Company ~~upon~~shall ~~exercise~~pay of any warrants or other securities issued in connection with such Financing that are convertible into common stock of the Company; · the aggregate maximum principal amount of debt committed or available to ~~be committed or available in connection with~~ the ~~Debt~~Underwriter ~~Financing~~a ~~(including,~~non-refundable ~~without~~cash ~~limitation,~~fee inequal ~~the case of an offering of debt securities, the aggregate maximum principal amount of securities committed~~ to be3.0% ~~purchased by investors), whether or not drawn down (or, in the case~~ of an offering of debt securities, whether or not purchased) upon consummation of the business Combination; and · any proceeds received from the Trust Account in connection with the Business Combination.:

~~However~~· (x) the aggregate maximum gross proceeds received or receivable in connection with any Equity Financing, onincluding, ~~August~~without 15limitation, ~~2024~~aggregate amounts committed by investors to purchase securities, aswhether ~~part~~or not all securities are issued upon consummation of the ~~change~~Business inCombination, ~~sponsor~~plus · (y) the gross proceeds received by the Company upon exercise of any warrants or other securities issued in connection with ~~the~~such ~~share~~Financing ~~purchase~~that ~~agreement,~~are convertible into common stock of the Company,; · the ~~Original~~aggregate ~~Sponsor,~~maximum ~~the~~principal ~~New~~amount ~~Sponsor,~~of ~~and~~debt ~~Cantor~~committed ~~Fitzgerald~~or &available ~~Co.,~~to asbe ~~the~~committed ~~underwriter~~or ~~from~~available in connection with the ~~IPO~~Debt Financing (including, ~~entered~~without ~~into~~limitation, in the case of an ~~agreement~~offering ~~under~~of ~~which~~debt ~~Cantor~~securities, ~~agreed~~the aggregate maximum principal amount of securities committed to ~~accept~~be apurchased ~~certain~~by ~~number~~investors), ofwhether ~~shares~~or ofnot ~~the~~drawn ~~Company~~down ~~following~~(or, in the ~~completion~~case of aan ~~Business~~offering ~~Combination~~of debt securities, inwhether ~~lieu~~or not purchased) upon consummation of the ~~cash~~business ~~deferred~~Combination; ~~commissions~~and ~~owed~~· any proceeds received from the ~~IPO~~Trust Account in connection with the Business Combination.

~~The~~However, ~~fees~~on ~~noted~~August in15, ~~items 1~~2024, ~~2 and~~as ~~additional~~part ~~note~~of ~~above are contingent upon~~ the ~~successful~~change ~~completion~~in ofsponsor ain ~~Business~~connection ~~Combination.~~with ~~There~~the isshare nopurchase ~~assurance~~agreement, ~~that~~the aCompany, ~~Business~~the ~~Combination~~Original ~~will~~Sponsor, bethe ~~consummated~~New bySponsor, ~~any~~and ~~such~~Cantor ~~date~~Fitzgerald of& ~~termination~~Co., ~~approved~~as inthe ~~accordance~~underwriter ~~with~~from the ~~Amended~~IPO, ~~and~~entered ~~Restated~~into ~~Memorandum~~an ~~and~~agreement ~~Articles~~under ofwhich ~~Association.~~Cantor Inagreed ~~accordance~~to ~~with~~accept ~~the~~a ~~guidance~~certain innumber ~~ASC~~of ~~Topic~~shares ~~450,~~of ~~Contingencies,~~ the Company isfollowing ~~required to record its best estimate of~~ the ~~loss~~completion ~~if the amount~~ of ~~loss~~a ~~can~~Business beCombination, ~~reasonably estimated. The fee amount noted~~ in ~~item~~lieu 2of ~~cannot~~the becash ~~reasonably~~deferred ~~estimated~~commissions orowed ~~determinable~~from ~~at this time and as a result, is not recorded in~~ the ~~financial statements~~IPO.

22The ~~Table~~fees noted in items 1, 2 and additional notes above are contingent upon the successful completion of ~~Contents~~a Business Combination. There is no assurance that a Business Combination will be consummated by any such date of termination approved in accordance with the Amended and Restated Memorandum and Articles of Association. In accordance with the guidance in ASC Topic 450, Contingencies, the Company is required to record its best estimate of the loss if the amount of loss can be reasonably estimated. The fee amount noted in item 2 cannot be reasonably estimated or determinable at this time and as a result, is not recorded in the unaudited condensed financial statements.

Finder’s Fee Arrangement

In connection with the Proposed Business Combination, a portion of the founder shares will be distributed under an agreement with a third party dated as of April 28, 2023 that constitutes a finder’s fee arrangement (the “Finder’s Fee Arrangement”). The Finder’s Fee Arrangement provides for our sponsor to make a $2 million cash payment to the third party and provide an option to purchase an economic interest in 2,000,000 membership units of the sponsor contingent on the consummation of the Proposed Business Combination, which are accounted for under the guidance in ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. Compensation expense related to such shares is recognized only when the performance-based vesting condition (i.e. the consummation of the Proposed Business Combination) is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the consummation of the Proposed Business Combination, in an amount equal to the number of such shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the transfer of such shares. The Company will reflect the transactions in its unaudited condensed financial statements when the Proposed Business Combination is consummated as the sponsor is a principal shareholder in the Company and the Company benefits from the Finder’s Fee Arrangement.

If the Proposed Business Combination does not close for any reason, and a termination fee is actually paid by Noventiq to the Company, the Sponsor or their affiliates, then the third party will be entitled to receive a $2,000,000 cash payment. Not withstanding the foregoing, to the extent the termination fee is not sufficient to cover the $2,000,000 cash payment, then the Sponsor and the third party will share the balance in an amount to be reasonably agreed to at the time. The Finder’s Fee Arrangement is included potential compensation payable to the third party.

On March 14, 2024, the Finder’s fee Arrangement was amended and restated which no longer provides the third party an option to purchase an economic interest in 2,000,000 membership units of the sponsor contingent on the consummation of the Proposed Business Combination. Instead, the parties have agreed that once the Sponsor has received ordinary shares from a successfully completed transaction and any earnouts or other contingent releases thereto, it shall distribute shares to the third party in accordance with the terms and conditions of the Sponsor operating agreement and the Amended and Restated Business Combination Agreement. In addition, the $2,000,000 cash payment to third party will be paid by Noventiq instead of the Sponsor and will be denominated as a Company transaction expense. In the event the Proposed Business Combination is not consummated and the Sponsor receives a termination fee, the third party shall receive $1,000,000 as complete satisfaction of the cash payment ~~(see Note 9 to the notes to the unaudited condensed financial statements for more information)~~.

~~Note~~19 6Table —of ~~Warrant Liabilities~~Contents

~~The~~Note ~~Public~~6 ~~Warrants~~— ~~will~~Warrant become exercisable at $11.50 per share on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and, following the effective date of the registration statement, the Company will use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its 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 the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.Liabilities

23The ~~Table~~Public Warrants will become exercisable at $11.50 per share on the later of ~~Contents~~(a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use commercially reasonable efforts to file with the SEC a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants and, following the effective date of the registration statement, the Company will use commercially reasonable efforts to maintain a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed, as specified in the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Class A ordinary shares are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its 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 the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The exercise price and number of shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend or recapitalization, reorganization, merger or consolidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity-linked securities for capital-raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board of directors and, in the case of any such issuance to the initial shareholders or their affiliates, without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, plus interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume- weighted average trading price of the Class A ordinary shares during the 10-trading day period starting on the trading day prior to the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption trigger price described below will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants, so long as they are held by the Sponsor or its permitted transferees, (i) are not redeemable by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the initial Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) are entitled to registration rights. If the Private Placement Warrants are held by holders other than the Sponsor or its permitted transferees, the Private Placement Warrants are redeemable by the Company and exercisable by the holders on the same basis as the Public Warrants.

Once the warrants become exercisable, the Company may call the Public Warrants for redemption (except with respect to the Private Placement Warrants if they are held by the Sponsor or its permitted transferees):

· in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

	·	in whole and not in part;

	·	at a price of $0.01 per warrant;

24 Table of Contents

	·	upon a minimum of 30 days’ prior written notice of redemption; and

	·	if, and only if, the last reported sale price (the “closing price”) of the Class A ordinary shares equals or exceeds $18.00 per share (as adjusted) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

In20 ~~addition,~~Table ~~once~~of ~~the warrants become exercisable, the Company may call the warrants for redemption:~~Contents

·In inaddition, ~~whole~~once ~~and~~the ~~not in part; · at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their~~ warrants onbecome a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; · ifexercisable, ~~and only if,~~ the ~~closing price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the 30-trading day period ending three trading days before the~~ Company ~~sends~~may ~~the~~call ~~notice of redemption to~~ the ~~warrant~~warrants ~~holders; and · if the closing price of the Class A ordinary shares~~ for ~~any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of~~ redemption to the warrant holders is less than $18.00 per share (as adjusted), the Private Placement Warrants must also be concurrently called for redemption on the same terms as the outstanding Public Warrants, as described above.:

~~The~~· in whole and not in part; · at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of Class A ordinary shares to be determined by reference to an agreed table based on the redemption date and the “fair market value” of the Class A ordinary shares; ~~for~~· if, and only if, the ~~above~~closing ~~purpose~~price ~~shall~~of ~~mean~~the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted) for any 20 trading days within the ~~volume~~30-~~weighted~~trading ~~average~~day period ending three trading days before the Company sends the notice of redemption to the warrant holders; and · if the closing price of the Class A ordinary shares ~~during~~for ~~the~~any 1020 trading days ~~immediately~~within ~~following~~a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption ~~is sent~~ to the warrant holders ofis ~~warrants~~less than $18.00 Inper noshare ~~event~~(as ~~are~~adjusted), the ~~warrants~~Private toPlacement beWarrants ~~exercisable~~must inalso ~~connection~~be ~~with~~concurrently ~~this~~called ~~redemption feature~~ for ~~more~~redemption ~~than~~on ~~0.361~~the ~~Class~~same Aterms ~~ordinary~~as ~~shares~~the ~~per~~outstanding ~~warrant~~Public ~~(subject~~Warrants, toas ~~adjustment)~~described above.

IfThe ~~the~~“fair ~~Company~~market ~~calls~~value” ~~the~~of ~~Public Warrants for redemption, management has~~ the ~~option~~Class toA ~~require~~ordinary ~~all~~shares ~~holders~~for ~~that wish to exercise~~ the ~~Public~~above ~~Warrants~~purpose toshall domean ~~so on a “cashless basis,” as described in~~ the ~~warrant~~volume-weighted ~~agreement.~~average ~~Additionally,~~price inof ~~no event is~~ the ~~Company~~Class beA ~~required~~ordinary toshares ~~net~~during ~~cash settle any Warrants. If~~ the ~~Company~~10 istrading ~~unable~~days toimmediately ~~complete~~following the ~~initial~~date ~~Business~~on ~~Combination~~which ~~within~~ the ~~Combination~~notice ~~Period~~of ~~and~~redemption ~~the~~is ~~Company~~sent ~~liquidates~~to the ~~funds held in the Trust Account,~~ holders of warrants. ~~will~~In ~~not~~no ~~receive~~event ~~any~~are ofthe ~~such~~warrants ~~funds with respect~~ to ~~their~~be ~~warrants,~~exercisable ~~nor~~in ~~will~~connection ~~they~~with ~~receive~~this ~~any~~redemption ~~distribution~~feature ~~from~~for ~~the~~more ~~Company’s~~than ~~assets~~0.361 ~~held~~Class ~~outside~~A ofordinary ~~the~~shares ~~Trust~~per ~~Account~~warrant ~~with~~(subject ~~the respect~~ to ~~such warrants~~adjustment). ~~Accordingly, the warrants may expire worthless.~~

~~Nasdaq~~If ~~removed~~the ~~our~~Company ~~securities~~calls ~~from~~the ~~listing~~Public Warrants for redemption, ~~which~~management ~~became~~has ~~effective~~the atoption to require all holders that wish to exercise the ~~opening~~Public ofWarrants ~~business~~to do so on ~~August~~a 14“cashless basis,” ~~2024~~as described in the warrant agreement. ~~The~~Additionally, in no event is the Company’s ~~public~~be ~~warrants,~~required ~~issued~~to ~~under~~net acash ~~Warrant~~settle ~~Agreement~~any ~~dated~~Warrants. ~~December~~If 16the Company is unable to complete the initial Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, ~~2020~~holders of warrants will not receive any of such funds with respect to their warrants, ~~between~~nor will they receive any distribution from the Company’s ~~and~~assets ~~Continental~~held ~~Stock~~outside ~~Transfer~~of &the Trust ~~Company,~~Account ~~remain~~with ~~outstanding~~the ~~and~~respect ~~unaffected~~to bysuch warrants. Accordingly, the ~~delisting~~warrants may expire worthless.

25Nasdaq ~~Table~~removed our securities from listing, which became effective at the opening of ~~Contents~~business on August 14, 2024. The Company’s public warrants, issued under a Warrant Agreement dated December 16, 2020, between the Company and Continental Stock Transfer & Trust Company, remain outstanding and unaffected by the delisting

Note 7 — Shareholders’ Deficit

Preference Shares — The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, there were no preference shares issued or outstanding.

Class A Ordinary Shares — The Company is authorized to issue 300,000,000 Class A ordinary shares with a par value of $0.0001 per share. At December 31, 2022, there were 1,191,437 Class A ordinary shares issued or outstanding, all of which are considered temporary equity. On December 20, 2022, in connection with the December 2022 Extraordinary General Meeting, certain shareholders exercised their right to redeem 38,808,563 Class A ordinary shares at a redemption price of approximately $10.14 per share, resulting in redemption payments out of the Trust Account totaling $393,676,799. The redemption payments included the proportionate share of Trust Account earnings in the amount of $5,591,169. Subsequent to the redemptions, 1,191,437 Class A ordinary shares remained issued and outstanding. On June 20, 2023, in connection with the June 2023 Extraordinary General Meeting, shareholders elected to redeem 771,499 additional Class A ordinary shares, resulting in redemption payments out of the Trust Account totaling $8,085,078, or approximately $10.48 per share which includes $370,088 of earnings in the Trust Account not previously withdrawn. Subsequent to the redemptions, 419,938 Class A ordinary shares remained issued and outstanding. On June 21, 2023, in connection with the approval of the Founder Conversion Amendment, the Sponsor elected to convert 9,825,000 shares of the Class B ordinary shares held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate effect. Following such conversion, the Sponsor holds 9,825,000 shares of Class A ordinary shares and at December 31, 2023, the Company has an aggregate of 10,244,938 shares of Class A ordinary shares (419,938 of which are subject to possible redemption) issued and outstanding. On February 29, 2024, in connection with the vote to approve the February 2024 Extension Amendment Proposal, shareholders elected to redeem 83,349 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $911,508, or approximately $10.94 per share which includes $78,018 of earnings in the trust account not previously withdrawn. In connection with the vote to approve the extension at the June 2024 Extraordinary Meeting, shareholders elected to redeem 38,647 Class A ordinary shares, resulting in redemption payments out of the trust account totaling $428,962, or approximately $11.10 per share. $42,492 was paid out to redeeming Class A ordinary shares as their proportionate share of trust earnings through the redemption date and is the difference between the redemption amount per share and the original $10.00 per share times the number of shares redeemed. As of September 30, 2024, the Company has an aggregate of 10,122,942 shares of Class A ordinary shares (297,942 of which are subject to possible redemption) issued and outstanding. The Sponsor’s 9,825,000 Class A ordinary shares received in connection with the conversion are not redeemable.

~~Class~~On BDecember ~~Ordinary~~20, ~~Shares — The Company is authorized to issue 30~~2022,~~000,000~~ ~~Class~~in Bconnection ~~ordinary shares~~ with athe ~~par~~December ~~value~~2022 ofExtraordinary ~~$0.0001~~General ~~per~~Meeting, ~~share.~~certain ~~Holders~~shareholders ~~are~~exercised ~~entitled~~their right to ~~one~~redeem ~~vote~~38,808,563 ~~for each~~ Class BA ordinary ~~share.~~shares Atat ~~December~~a ~~31,~~redemption ~~2022,~~price ~~there~~of ~~were~~approximately $10~~,000,000 Class B ordinary shares issued and outstanding~~.14 Onper ~~June 21~~share, ~~2023,~~resulting in ~~connection~~redemption ~~with~~payments ~~the~~out ~~approval~~ of the ~~Founder~~Trust ~~Conversion~~Account ~~Amendment,~~totalling ~~the Sponsor elected to convert 9~~$393,~~825~~676,~~000~~799. ~~shares~~The ofredemption ~~the~~payments ~~Class~~included Bthe ~~ordinary~~proportionate ~~shares~~share ~~held~~of byTrust itAccount onearnings ain ~~one-for-one~~the ~~basis~~amount ~~into Class A ordinary shares~~ of ~~the Company~~$5, ~~with immediate effect~~591,169. ~~Following~~Subsequent ~~such~~to ~~conversion~~the ~~and at September 30~~redemptions, ~~2024~~1, ~~the Company has an aggregate of 175~~191,~~000~~437 ~~shares of~~ Class BA ordinary shares remained issued and outstanding.

~~Holders~~On ofJune ~~the~~20, ~~Class~~2023, Ain ~~ordinary~~connection ~~shares~~with ~~and~~the ~~holders~~June of2023 ~~the~~Extraordinary ~~Class~~General BMeeting, ~~ordinary~~shareholders ~~shares~~elected ~~will~~to ~~vote~~redeem ~~together~~771,499 asadditional aClass ~~single~~A ~~class~~ordinary onshares, ~~all~~resulting ~~matters~~in ~~submitted~~redemption topayments aout ~~vote~~ of the ~~Company’s~~Trust ~~shareholders,~~Account ~~except~~totalling as$8,085,078, ~~required by law~~ or ~~stock~~approximately ~~exchange~~$10.48 ~~rule;~~per ~~provided~~share, ~~that~~which ~~only~~includes ~~holders~~$370,088 of ~~the~~earnings ~~Class~~in Bthe ~~ordinary~~Trust ~~shares~~Account ~~have~~not ~~the~~previously ~~right~~withdrawn. Subsequent to ~~vote on~~ the ~~appointment~~redemptions, of419,938 ~~the~~Class ~~Company’s~~A ~~directors~~ordinary ~~prior~~shares toremained ~~the~~issued ~~initial~~and ~~Business Combination~~outstanding.

26On ~~Table~~June 21, 2023, in connection with the approval of ~~Contents~~the Founder Conversion Amendment, the Sponsor elected to convert 9,825,000 shares of Class B ordinary shares held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate effect. Following such conversion, the Sponsor holds 9,825,000 shares of Class A ordinary shares, and at December 31, 2023, the Company had an aggregate of 10,244,938 shares of Class A ordinary shares (419,938 of which were subject to possible redemption) issued and outstanding.

~~The~~On ~~Class~~February B29, ~~ordinary~~2024, shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis (as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the ~~initial~~vote ~~Business~~to ~~Combination,~~approve the ~~number~~February of2024 ~~Class~~Extension AAmendment ~~ordinary~~Proposal, ~~shares~~shareholders ~~issuable~~elected ~~upon~~to ~~conversion~~redeem ~~of all Founder Shares will equal~~83,349 ~~in the aggregate, 20% of the sum of the total number of~~ Class A ordinary shares, ~~and~~resulting ~~Class~~in Bredemption ~~ordinary~~payments ~~shares~~out ~~issued upon completion~~ of the ~~Initial~~trust ~~Public~~account ~~Offering~~totalling ~~plus the total number of Class A ordinary shares issued~~$911, ~~or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued~~508, ~~by the Company in connection with~~ or inapproximately ~~relation~~$10.94 toper ~~the consummation of the initial Business Combination~~share, ~~excluding~~which ~~any~~includes ~~Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued~~$78,018 orof toearnings ~~be issued, to any seller~~ in the ~~initial~~trust ~~Business~~account ~~Combination~~not ~~and~~previously any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basiswithdrawn.

OnIn ~~August~~connection ~~15,~~with ~~2024,~~the vote to approve the ~~Original~~extension ~~Sponsor,~~at ~~CGA~~the ~~Sponsor,~~June ~~LLC~~2024 Extraordinary General Meeting, ~~transferred~~shareholders anelected ~~aggregate~~to ofredeem 538,~~895,000~~647 Class A ~~Ordinary~~ordinary ~~Shares~~shares, ofresulting ~~the~~in ~~Company~~redemption topayments out of the ~~New~~trust ~~Sponsor,~~account ~~Ringwood~~totalling ~~Field~~$428,962, ~~LLC~~or approximately $11.10 ~~Additionally~~per share. $42,492 ~~the~~was ~~Original~~paid ~~Sponsor~~out ~~and~~to ~~certain~~redeeming ~~other~~Class ~~holders~~A ofordinary ~~Class~~shares Bas ~~Founder~~their ~~Shares~~proportionate ~~granted~~share ~~the~~of ~~New~~trust ~~Sponsor~~earnings through the ~~irrevocable~~redemption ~~right~~date toand ~~vote~~is the ~~Founder~~difference ~~Shares~~between onthe ~~their~~redemption ~~behalf~~amount per share and tothe ~~take~~original ~~certain~~$10.00 ~~other~~per ~~actions~~share astimes ~~necessary~~the number of shares redeemed.

~~Note~~21 8Table —of ~~Fair Value Measurements~~Contents

~~The~~On ~~fair~~October ~~value~~31, of2024, ~~the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received~~ in connection with the ~~sale~~vote ofto ~~the~~approve ~~assets or paid in connection with~~ the ~~transfer~~October of2024 ~~the~~Extension ~~liabilities~~Amendment inProposal, anshareholders ~~orderly~~elected ~~transaction~~to ~~between~~redeem ~~market~~124,289 ~~participants~~Class atA ~~the~~ordinary ~~measurement date. In connection with measuring the fair value of its assets and liabilities~~shares, ~~the~~resulting ~~Company~~in ~~seeks~~redemption topayments ~~maximize~~out ~~the use~~ of ~~observable inputs (market data obtained from independent sources) and to minimize~~ the ~~use~~trust ofaccount ~~unobservable~~totalling ~~inputs~~$1,399,974, ~~(internal~~or ~~assumptions~~approximately ~~about how market participants would price assets and liabilities)~~$11.26 ~~The~~per ~~following~~share, ~~fair~~which ~~value~~includes ~~hierarchy~~$157,084 isof ~~used~~earnings toin ~~classify assets and liabilities based on~~ the ~~observable~~trust ~~inputs~~account ~~and~~not ~~unobservable~~previously ~~inputs used in order to value the assets and liabilities:~~withdrawn.

~~Level~~As 1:of ~~Quoted~~March ~~prices~~31, in2025 ~~active~~and ~~markets~~December ~~for~~31, ~~identical~~2024, ~~assets~~the orCompany ~~liabilities.~~has Anan ~~active~~aggregate ~~market~~of ~~for~~9,998,653 anshares ~~asset~~of orClass ~~liability~~A isordinary ashares ~~market~~(173,653 inof which ~~transactions~~are ~~for~~subject ~~the~~to ~~asset~~possible orredemption) ~~liability~~issued ~~occur~~and ~~with~~outstanding. ~~sufficient~~The ~~frequency~~Sponsor’s ~~and~~9,825,000 ~~volume~~Class toA ~~provide~~ordinary ~~pricing~~shares ~~information~~received onin anconnection ~~ongoing~~with ~~basis~~the conversion are not redeemable.

~~Level~~Class 2:B ~~Observable~~Ordinary ~~inputs~~Shares ~~other~~— ~~than~~The ~~Level~~Company 1is ~~inputs.~~authorized ~~Examples~~to issue 30,000,000 Class B ordinary shares with a par value of ~~Level~~$0.0001 2per ~~inputs~~share. ~~include~~Holders ~~quoted~~are ~~prices~~entitled into ~~active~~one ~~markets~~vote for ~~similar~~each ~~assets~~Class orB ~~liabilities~~ordinary share. At December 31, 2022, there were 10,000,000 Class B ordinary shares issued and ~~quoted~~outstanding. ~~prices~~On June 21, 2023, in connection with the approval of the Founder Conversion Amendment, the Sponsor elected to convert 9,825,000 shares of the Class B ordinary shares held by it on a one-for-one ~~identical~~basis ~~assets~~into orClass ~~liabilities~~A inordinary ~~markets~~shares ~~that~~of ~~are~~the ~~not~~Company, ~~active~~with immediate effect. Following such conversion and at March 31, 2025, the Company has an aggregate of 175,000 shares of Class B ordinary shares issued and outstanding.

~~Level~~Holders 3:of ~~Unobservable~~the ~~inputs~~Class ~~based~~A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on ~~our~~all ~~assessment~~matters submitted to a vote of the ~~assumptions~~Company’s shareholders, except as required by law or stock exchange rule; provided that ~~market~~only ~~participants~~holders ~~would~~of ~~use~~the inClass ~~pricing~~B ordinary shares have the ~~asset~~right orto ~~liability~~vote on the appointment of the Company’s directors prior to the initial Business Combination.

The ~~following~~Class ~~table~~B ~~presents~~ordinary ~~information~~shares ~~about~~will ~~the~~automatically ~~Company’s~~convert ~~assets~~into ~~that~~Class ~~are~~A ~~measured~~ordinary shares at ~~fair~~the ~~value~~time of the initial Business Combination on a ~~recurring~~one-for- one basis at(as ~~September~~adjusted). 30In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection with the initial Business Combination, ~~2024~~the ~~and~~number ~~December~~of 31Class A ordinary shares issuable upon conversion of all Founder Shares will equal, ~~2023~~in ~~and~~the ~~indicates~~aggregate, 20% of the ~~fair~~sum ~~value~~of ~~hierarchy~~the total number of Class A ordinary shares and Class B ordinary shares issued upon completion of the ~~valuation~~Initial ~~inputs~~Public Offering plus the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company ~~utilized~~in connection with or in relation to ~~determine~~the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of Working Capital Loans; provided that such ~~fair~~conversion ~~value~~of Founder Shares will never occur on a less than one-for-one basis.

			September 30,		December 31,
Description	Level		2024		2023
Assets:
Cash and Marketable securities held in Trust Account		1	$	3,344,071	$	4,553,517

On August 15, 2024, the Original Sponsor, CGA Sponsor, LLC, transferred an aggregate of 5,895,000 Class A Ordinary Shares of the Company to the New Sponsor, Ringwood Field, LLC. Additionally, the Original Sponsor and certain other holders of Class B Founder Shares granted the New Sponsor the irrevocable right to vote the Founder Shares on their behalf and to take certain other actions as necessary.

AtNote ~~September~~8 ~~30,~~— ~~2024~~Fair ~~and~~Value December 31, 2023, $3,344,071 and $0, of the balance held in the Trust Account was held in cash, respectively. The following table presents information about the Company’s liabilities that are measured at fair value on a recurring basis at September 30, 2024 and December 31, 2023 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value.Measurements

			September 30,				December 31,
Description	Level		2024		Level		2023
Liabilities:
Warrant Liability – Public Warrants		2	$	426,667		1	$	826,666
Warrant Liability – Private Placement Warrants		2	$	-		2	$	471,200
Total Warrant Liabilities			$	426,667			$	1,297,866

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of the amounts that would be received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In determining fair value, management maximizes the use of observable inputs (e.g., market data obtained from independent sources) and minimizes the use of unobservable inputs (e.g., internal assumptions regarding market participant pricing of assets and liabilities). The Company uses the following fair value hierarchy to classify its assets and liabilities:

27Level ~~Table~~1: ofQuoted ~~Contents~~prices (unadjusted) in active markets for identical assets or liabilities.

~~The~~Level ~~Warrants~~2: ~~are~~Observable ~~accounted~~inputs ~~for~~other asthan ~~liabilities~~quoted inprices ~~accordance~~included ~~with~~in ~~ASC~~Level ~~815-40~~1. ~~and~~These ~~are~~include ~~presented~~quoted ~~within~~prices ~~the~~for ~~warrant~~similar ~~liabilities~~assets onor ~~the condensed balance sheets. The warrant~~ liabilities ~~are~~in ~~measured~~active atmarkets ~~fair value at inception~~ and oninputs aother ~~recurring~~than ~~basis,~~quoted ~~with~~prices ~~changes~~that inare ~~fair~~observable ~~value~~for ~~presented within change in fair value of~~ the ~~warrant~~asset ~~liabilities~~or ~~in the condensed statements of operations~~liability.

~~Initial~~Level ~~Measurement~~3: ~~and~~Unobservable ~~Subsequent~~inputs ~~Measurement~~for the asset or liability. These inputs reflect the entity’s own assumptions about market participant assumptions.

~~The~~22 ~~Company~~Table ~~established the initial fair value for the Public Warrants on December 21, 2020, the date~~ of the consummation of the Company’s Initial Public Offering, using a Monte Carlo simulation model. The Company allocated the proceeds received from (i) the sale of Units (which is inclusive of one Class A ordinary share and one-third of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of shares of Class B ordinary shares, based on their fair values as determined at initial measurement, Class A ordinary shares and Class B ordinary shares based on their relative fair values at the initial measurement date. The Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable inputs.Contents

The ~~Warrants~~following ~~are~~tables present information about the Company’s assets and liabilities measured at fair value on a recurring basis. ~~The subsequent measurement of the Public Warrants~~ as of ~~December~~March 31, ~~2023~~2025, isand ~~classified~~December ~~as Level 1 due to quoted prices in an active market since February 8~~31, ~~2021. The subsequent measurement of the Public Warrants as of September 30,~~ 2024, isindicating ~~classified as Level 2. Following~~ the ~~delisting~~level ofwithin the Public Warrants on August 14, 2024, the last quoted price on Nasdaq was at market close on August 13, 2024. The Public Warrants have not traded on any other market since the delisting. The Company used the last traded price on Nasdaq as an initial reference for valuation; however, the final valuation was determined using a Monte Carlo simulation to model the fair value ~~of similar asset classes as of September 30, 2024.~~hierarchy:

The Private Placement Warrants, which were previously measured using Level 2 inputs due to the use of quoted prices for similar, non-active assets, were also valued using Monte Carlo simulation techniques. As part of the sponsor change on August 15, 2024, the Private Placement Warrants were canceled and removed from the balance sheet as of that date.

			March 31,				December 31,
Description	Level		2025		Level		2024
Assets:
Cash and Marketable securities held in Trust Account		1	$	1,983,985		1	$	1,967,696

~~2023,~~At ~~the~~March ~~Public~~31, ~~Warrants~~2025 and ~~Private~~December ~~Placement~~31, ~~Warrants~~2024, ~~were~~$1,983,985 ~~each~~and ~~valued at~~ $~~0.06~~1,967,696 of ~~per~~the ~~warrant,~~balance ~~resulting~~held in ~~aggregate~~the ~~values~~Trust ofAccount ~~approximately~~was ~~$0.8~~held ~~million~~in ~~and $0.5 million~~cash, respectively.

The following table presents information about the ~~changes~~Company’s inliabilities that are measured at fair value on a recurring basis at March 31, 2025 and December 31, 2024 and indicates the fair value hierarchy of ~~warrant~~the ~~liabilities:~~valuation inputs the Company utilized to determine such fair value.

	Private Placement			Public			Warrant Liabilities
				March 31,						December 31,
Fair value as of December 31, 2022	$	228,000		$	400,000		$	628,000
Description	Level			2025			Level			2024
Change in valuation inputs or other assumptions		684,000			1,200,000			1,884,000
Liabilities:
Fair value as of March 31, 2023		912,000			1,600,000			2,512,000
Warrant Liability – Public Warrants		3		$	133,333			3		$	266,667
Change in valuation inputs or other assumptions		76,000			133,333			209,333
Total Warrant Liabilities				$	133,333					$	266,667
Fair value as of June 30, 2023		988,000			1,733,333			2,721,333
Change in valuation inputs or other assumptions		(380,000	)		(666,667	)		(1,046,667	)
Fair value as of September 30, 2023	$	608,000		$	1,066,666		$	1,674,666
Fair value as of December 31, 2023	$	471,200		$	826,666		$	1,297,866
Change in valuation inputs or other assumptions		676,400			1,186,667			1,863,067
Fair value as of March 31, 2024	$	1,147,600		$	2,013,333		$	3,160,933
Change in valuation inputs or other assumptions		373,160			654,667			1,027,827
Fair value as of June 30, 2024	$	1,520,760		$	2,668,000		$	4,188,760
Change in valuation inputs or other assumptions		(1,216,760	)		(2,241,333	)		(3,458,093	)
Cancellation of Private Warrants		(304,000	)		-			(304,000	)
Fair value as of September 30, 2024		-			426,667			426,667

28The ~~Table~~Company accounts for its warrants as liabilities in accordance with ASC 815-40. These warrant liabilities are initially measured at fair value and subsequently remeasured on a recurring basis, with changes in fair value recognized in the statement of ~~Contents~~operations.

~~Level~~Initial 3Measurement financial liabilities consist of the Private Placement Warrant liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and ~~recorded~~Subsequent ~~as appropriate. As of December 31, 2023, the Private Placement Warrants were valued based on quoted prices for similar assets and were transferred out of Level 3.~~Measurement

~~Note~~The 9Company —established ~~Subsequent~~the ~~Events~~initial fair value for the Public Warrants on December 21, 2020, the date of the consummation of the Company’s Initial Public Offering, using a Monte Carlo simulation model. Proceeds received from (i) the sale of Units (each comprising one Class A ordinary share and one-third of one Public Warrant), (ii) the sale of Private Placement Warrants, and (iii) the issuance of Class B ordinary shares were allocated first to the warrants based on their fair values determined at initial measurement, with the remaining proceeds allocated to Class A and Class B ordinary shares based on their relative fair values as of that date. The Public Warrants were classified as Level 3 at initial measurement due to the use of significant unobservable inputs.

The ~~Company~~Public ~~evaluated~~Warrants ~~subsequent~~are ~~events~~remeasured ~~and~~at ~~transactions~~fair ~~that~~value ~~occurred~~on upa torecurring ~~the~~basis. ~~date~~Following ~~condensed~~the ~~financial~~delisting ~~statements~~of ~~were~~the ~~issued.~~Public ~~Based~~Warrants ~~upon~~on ~~this~~August ~~review~~14, 2024, with the ~~Company~~last ~~did~~Nasdaq ~~not~~trading ~~identify~~price ~~any~~recorded ~~other~~at ~~subsequent~~market ~~events~~close on August 13, ~~not~~2024, ~~previously~~the ~~disclosed~~subsequent measurement of the Public Warrants as of March 31, ~~that~~2025 ~~would~~and ~~have~~December ~~required~~31, ~~adjustment~~2024, oris ~~disclosure~~classified inas Level 3. Although the ~~condensed~~last ~~financial~~traded ~~statements~~price was used as an initial reference, ~~except~~the final valuation was determined using a Monte Carlo simulation model that estimates the fair value of similar asset classes as ~~described~~of ~~below~~March 31, 2025.

~~Extraordinary~~On ~~General~~August ~~Meetings~~15, 2024, as part of the sponsor change, the Private Placement Warrants which had previously been measured using Level 2 inputs, were cancelled and removed from the balance sheet.

OnAs ~~July~~of March 31, ~~2024~~2025, ~~pursuant to Article 49.7 of~~ the ~~Amended~~Public ~~Articles~~Warrants ofwere ~~Association,~~valued ~~the~~at ~~Company’s~~$0.01 ~~board~~per ofwarrant ~~directors~~for ~~approved~~ an ~~extension~~aggregate value of ~~the~~approximately ~~date by which the Company must consummate a merger~~$133,333. ~~amalgamation,~~As ~~share~~of ~~exchange,~~December ~~asset acquisition~~31, ~~share purchase~~2024, ~~reorganization~~the orPublic ~~similar~~Warrants ~~business~~were ~~combination~~valued ~~with~~at ~~one~~$0.02 orper ~~more~~warrant, ~~businesses~~resulting orin ~~entities~~aggregate ~~from~~values ~~July~~of ~~31,~~approximately ~~2024 to August 31~~$266, ~~2024~~667.

~~Business~~23 ~~Combination~~Table ~~Agreement~~of Contents

OnThe ~~July~~following 3,table ~~2024,~~presents the ~~parties~~changes to the Business Combination Agreement, the Sponsor, Noventiq Holding Company, an exempted company limited by shares incorporated under the laws of the Cayman Islands, and Noventiq Merger 1 Limited, a Cayman Islands exempted company and wholly-owned subsidiary of Noventiq Holding Company, entered into a settlement agreement (the “Settlement Agreement”), pursuant to which the parties agreed (i) to mutually terminate the Business Combination Agreement and all other Transaction Documents (as defined in the ~~Business~~fair ~~Combination~~value ~~Agreement) (collectively, the “Ancillary Agreements”) and (ii) to a mutual release~~ of ~~all~~warrant claims related to the Business Combination Agreement and the transactions contemplated thereby. The mutual termination of the Business Combination Agreement and the Ancillary Agreements is effective as of July 3, 2024. The parties agreed to terminate the Business Combination Agreement as a result of the current unfavourable SPAC market conditions and other factors.liabilities:

As a result of the termination of the Business Combination Agreement, the Business Combination Agreement is null and void, without any liability on the part of any party thereto or its respective affiliates, officers, directors or shareholders, except as provided in the Settlement Agreement. In accordance with the Settlement Agreement, Noventiq shall pay $10,500,000 to or for the benefit of the Company. The Company will use the proceeds received pursuant to the Settlement Agreement to pay its expenses.

	Private Placement		Public			Warrant Liabilities
Fair value as of December 31, 2023	$	471,200	$	826,666		$	1,297,866
Change in valuation inputs or other assumptions		674,400		1,186,667			1,863,067
Fair value as of March 31, 2024	$	1,147,600	$	2,013,333		$	3,160,933

Fair value as of December 31, 2024		-	$	266,667		$	266,667
Change in valuation inputs or other assumptions		-		(133,334	)		(133,334	)
Fair value as of March 31, 2025		-	$	(133,333	)	$	(133,333	)

29There ~~Table~~were no transfers in or out of ~~Contents~~level 3 for the three months ended March 31, 2025.The change in fair value of the Level 3 warrant liabilities for the year ended December 31, 2024 is summarized as follows:

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Change in fair value of warrant liability
Warrant liability at December 31, 2023	$	-
Transfer in of warrant liability at December 31, 2023		826,666
Change in fair value of warrant liability	$	(559,999	)
Warrant liability at December 31, 2024	$	266,667

~~References~~Note to9 ~~the~~– ~~“company,”~~Segment “our,” “us” or “we” refer to Corner Growth Acquisition Corp. The following discussion and analysis of the company’s financial condition and results of operations should be read in conjunction with the unaudited condensed financial statements and the notes thereto contained elsewhere in this Quarterly Report on Form 10-Q. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.Information

~~Cautionary~~ASC ~~Note~~Topic ~~Regarding~~280, ~~Forward-Looking~~“Segment ~~Statements~~Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

~~This~~The ~~Quarterly~~Company’s ~~Report~~chief onoperating ~~Form~~decision ~~10-Q~~maker ~~includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended~~ (~~the~~ “~~Securities Act~~CODM”), ~~and~~has ~~Section~~been ~~21E~~identified ~~of the Securities Exchange Act of 1934,~~ as ~~amended (~~the ~~“Exchange~~Chief ~~Act”).~~Executive ~~When used in this Quarterly Report on Form 10-Q~~Officers, ~~words~~who ~~such~~collectively asreview ~~“may,”~~the ~~“should,”~~operating ~~“could,”~~results ~~“would,”~~for ~~“expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or~~ the ~~negative~~Company ~~of such terms or other similar expressions,~~ as ~~they relate to us or our management, identify forward looking statements. Factors that might cause or contribute to such~~ a ~~discrepancy~~whole ~~include, but are not limited~~ to, ~~those~~make ~~described~~decisions inabout ~~our~~allocating ~~other~~resources ~~filings with the Securities~~ and ~~Exchange~~assessing ~~Commission~~financial ~~(“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2023~~performance. ~~Such forward looking statements are based on the beliefs of management~~Accordingly, ~~as well as assumptions made by, and information currently available to, our~~ management. Nohas ~~assurance~~determined ~~can be given~~ that ~~results~~the inCompany ~~any~~only ~~forward-looking~~has ~~statement will be achieved and actual results could be affected by~~ one oroperating ~~more factors, which could cause them to differ materially~~segment. The cautionary statements made in this Quarterly Report on Form 10-Q should be read as being applicable to all forward-looking statements whenever they appear in this Quarterly Report. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

~~Overview~~When evaluating the Company’s performance and making key decisions regarding resource allocation, the CODM reviews several key metrics, formation and operational costs and dividend earned on investments held in Trust Account which include the accompanying statements of operations.

WeThe ~~are~~key ameasures ~~blank~~of ~~check~~segment ~~company~~profit ~~incorporated~~or onloss ~~October~~reviewed ~~20,~~by ~~2020~~our ~~(inception)~~CODM asare ainterest ~~Cayman~~earned ~~Islands~~on ~~exempted~~investments ~~company~~held ~~for~~in ~~the~~Trust ~~purpose~~Account ofand ~~effecting~~formation aand ~~merger,~~operational ~~share~~costs. ~~exchange,~~The ~~asset~~CODM ~~acquisition,~~reviews ~~share~~dividend ~~purchase,~~earned ~~reorganization~~on orinvestments ~~similar~~held ~~business~~in ~~combination~~Trust ~~with~~Account ~~one~~to ormeasure ~~more~~and ~~businesses~~monitor (astockholder ~~“Business~~value ~~Combination”).~~and ~~While~~determine wethe ~~may~~most ~~pursue~~effective anstrategy ~~acquisition~~of ~~opportunity~~investment inwith ~~any~~the ~~business,~~Trust ~~industry,~~Account ~~sector~~funds orwhile ~~geographical~~maintaining ~~location,~~compliance wewith ~~focus~~the ontrust ~~industries~~agreement. ~~that~~Formation ~~complement~~and ~~our~~operational ~~management~~costs ~~team’s~~are ~~background,~~reviewed and inmonitored ~~our~~by ~~search~~the ~~for~~CODM ~~targets~~to ~~for~~manage ~~our~~and ~~Business~~forecast ~~Combination~~cash ~~seek~~to ensure enough capital is available to ~~capitalize~~complete ona business combination within the ~~ability~~business ofcombination ~~our~~period. ~~management~~The ~~team~~CODM toalso ~~identify~~reviews formation and ~~acquire~~operational acosts ~~business~~to manage, ~~focusing~~maintain onand ~~the~~enforce ~~technology~~all ~~industry~~contractual inagreements ~~the~~to ~~United~~ensure ~~States~~costs ~~and~~are ~~other~~aligned ~~developed~~with ~~countries~~all agreements and budget.

~~The~~Note registration statement for our initial public offering (the “Initial Public Offering”) was declared effective on December 16, 2020. On December 21, 2020, we consummated our Initial Public Offering of 40,000,000 units, at $10~~.00~~ ~~per~~— ~~unit,~~Subsequent generating gross proceeds of $400,000,000, and incurring offering costs of approximately $22,766,000, inclusive of $14,000,000 in deferred underwriting commissions. Each unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A ordinary shares”) and one-third of one redeemable warrant, each whole public warrant entitling the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.Events

~~Simultaneously~~The ~~with~~Company ~~the~~evaluated ~~closing~~subsequent ofevents ~~the~~and ~~Initial~~transactions ~~Public~~that ~~Offering,~~occurred weup ~~consummated~~to the ~~private~~date ~~placement~~unaudited ofcondensed ~~7,600,000~~financial ~~private~~statements ~~placement~~were ~~warrants at a price of $1~~issued.50 ~~per~~Based ~~private~~upon ~~placement~~this ~~warrant~~review, (the ~~“Private~~Company ~~Placement”)~~did tonot ~~our~~identify ~~sponsor,~~any ~~CGA~~other ~~Sponsor~~subsequent ~~LLC (the “Sponsor”)~~events, ~~generating~~not ~~gross~~previously ~~proceeds of $11~~disclosed,~~400,000.~~ ~~Each~~that ~~private~~would ~~placement~~have ~~warrant~~required isadjustment ~~exercisable~~or ~~for~~disclosure ~~one~~in ~~Class~~the Aunaudited ~~ordinary~~condensed ~~share~~financial ~~at a price of $11~~statements.~~50 per share.~~

~~Upon~~24 ~~the~~Table ~~closing~~ of the Initial Public Offering and private placement, $400,000,000 ($10.00 per unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the private placement were placed in the Trust Account, located in the United States at UBS Financial Services Inc. and Morgan Stanley, with Continental Stock Transfer & Trust Company acting as trustee, and are only invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less or in any open-ended investment company that holds itself out as a money market fund selected by us meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the assets held in the Trust Account. Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the private placement, although substantially all of the net proceeds are intended to be applied toward consummating an initial Business Combination.Contents

30Item ~~Table~~2 – Management’s Discussion and Analysis of ~~Contents~~Financial Condition and Results of Operations

~~Extraordinary~~References ~~General~~to ~~Meetings~~the “Company,” “our,” “us” or “we” refer to Corner Growth Acquisition Corp. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited financial statements and the notes related thereto. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

On December 20, 2022, the Company held an extraordinary general meeting (the “December 2022 Extraordinary General Meeting”), which amended the Company’s Amended and Restated Memorandum and Articles of Association to extend the date by which the Company has to consummate a Business Combination from December 21, 2022 to June 21, 2023. The shareholders approved a proposal to amend the trust agreement to change the date on which Continental Stock Transfer & Trust Company must commence liquidation of the Trust Account from (A) the earlier of the Company’s completion of an initial business combination and December 21, 2022 to (B) the earlier of the Company’s completion of an initial business combination and June 21, 2023. In connection with the December 2022 Extraordinary General Meeting, shareholders elected to redeem 38,808,563 Class A ordinary shares, resulting in redemption payments out of the Trust Account totaling $393,676,799, or approximately $10.14 per share which includes $5,591,169 of earnings in the Trust Account not previously withdrawn. In January 2023, the Company made redemption payments of $3,262,655 out of the Trust Account that were due to the redeeming shareholders who elected to redeem their shares as part of the December 2022 Extraordinary General Meeting. Subsequent to the redemptions, 1,191,437 Class A ordinary shares remained issued and outstanding until the June 2023 Extraordinary General Meeting described below.Overview

OnWe ~~June~~are ~~15,~~a ~~2023,~~blank ~~the~~check ~~Company~~company ~~held~~incorporated ~~an extraordinary general meeting of shareholders, which was adjourned and reconvened~~ on ~~June~~ October 20, ~~2023~~2020 (~~the~~inception) ~~“June~~as ~~2023~~a ~~Extraordinary~~Cayman ~~General~~Islands ~~Meeting”),~~exempted tocompany ~~amend~~for the ~~Company’s~~purpose ~~amended and restated memorandum and articles~~ of ~~association~~effecting ~~to (i) extend the date by which the Company has to consummate~~ a ~~business~~merger, ~~combination~~share ~~from~~exchange, ~~June~~asset 21acquisition, ~~2023~~share ~~to March 20~~purchase, ~~2024~~reorganization or ~~such~~similar ~~earlier~~business ~~date~~combination aswith ~~shall~~one beor ~~determined~~more bybusinesses ~~the Company’s board of directors in its sole discretion~~ (~~such proposal,~~ the “~~June~~business ~~2023 Extension Amendment Proposal~~combination”),. ~~(ii)~~While ~~eliminate~~we ~~from~~may ~~the~~pursue ~~amended~~an ~~and~~acquisition ~~restated~~opportunity ~~memorandum~~in ~~and~~any ~~articles~~business, ofindustry, ~~association~~sector ~~the~~or ~~limitation~~geographical ~~that~~location, ~~the~~we ~~Company~~focus ~~shall~~on ~~not~~industries ~~redeem Class A ordinary shares included as part of the units sold in the Initial Public Offering to the extent~~ that ~~such~~complement ~~redemption~~our ~~would~~management ~~cause the Company~~team’s ~~net tangible assets to be less than $5~~background,~~000,001~~ ~~(the “Redemption Limitation Amendment Proposal”)~~ and ~~(iii)~~in ~~amend~~our ~~the~~search ~~Company’s~~for ~~amended~~targets ~~and~~for ~~restated~~our ~~memorandum and articles of association to provide that Class B ordinary shares may be converted either at the time of the consummation of the Company’s initial~~ business combination orseek atto ~~any~~capitalize ~~earlier~~on ~~date at~~ the ~~option~~ability of ~~the~~our ~~holders~~management ofteam ~~Class~~to Bidentify ~~ordinary~~and ~~shares~~acquire ~~(the~~a ~~“Founder Conversion Amendment Proposal”). The shareholders of the Company approved the June 2023 Extension Amendment Proposal~~business, ~~the~~focusing ~~Redemption~~on ~~Limitation Amendment Proposal and~~ the ~~Founder~~technology ~~Conversion~~industry ~~Amendment~~in ~~Proposal at~~ the ~~June~~United States ~~2023 Extraordinary General Meeting~~ and onother ~~June~~developed ~~21, 2023, the Company filed the articles amendment with the Registrar of Companies of the Cayman Islands~~countries.

InThe ~~connection~~registration ~~with~~statement ~~the~~for ~~vote~~our toInitial ~~approve~~Public ~~the~~Offering ~~June~~was ~~2023~~declared ~~Extension~~effective ~~Amendment~~on December 16, ~~Proposal~~2020. On December 21, 2020, we consummated the ~~Redemption~~Initial ~~Limitation~~Public ~~Amendment~~Offering ~~Proposal~~of ~~and~~40,000,000 ~~the~~Units ~~Founder~~at ~~Conversion~~$10.00 ~~Amendment~~per ~~Proposal~~Unit, generating ~~shareholders~~gross ~~elected~~proceeds toof $400,000,000, ~~redeem~~and ~~771~~incurring offering costs of approximately $22,~~499~~766,000, ~~Class~~inclusive Aof ~~ordinary~~$14,000,000 ~~shares~~in deferred underwriting commissions (which were reduced by $10,000,000 ~~resulting~~to $4,000,000 during our fourth fiscal quarter in ~~redemption~~2022). Each ~~payments~~Unit ~~out~~consists of one Class A ordinary share and one-half of one redeemable warrant. Each whole public warrant entitles the ~~trust~~holder ~~account~~to ~~totaling~~purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment.

~~$8,085,078,~~Simultaneously orwith ~~approximately~~the ~~$10.48~~closing ~~per~~of ~~share~~the ~~which~~Initial ~~includes~~Public ~~$370~~Offering,~~088~~ we consummated the private placement of 7,600,000 ~~earnings~~private inplacement ~~the~~warrants ~~trust~~at ~~account~~a ~~not~~price ~~previously~~of ~~withdrawn~~$1.50 ~~Subsequent~~per private placement warrant to the ~~redemptions~~sponsor, ~~419~~generating gross proceeds of $11,~~938~~400,000. ~~Class~~Each Aprivate ~~ordinary~~placement ~~shares~~warrant ~~remained~~is ~~issued~~exercisable ~~and~~for ~~outstanding~~one ~~until~~Class A ~~the~~ordinary ~~February~~share ~~2024~~at ~~Extraordinary~~a ~~General~~price ~~Meeting~~of ~~further~~$11.50 ~~described~~per ~~below~~share.

OnUpon ~~June 21, 2023, in connection with~~ the ~~approval~~closing of the ~~Founder~~Initial ~~Conversion~~Public ~~Amendment,~~Offering ~~our~~and ~~sponsor,~~private ~~the holder of an aggregate of 9~~placement,~~825~~ $400,~~001 shares of the Company’s Class B ordinary shares~~000,000 ~~par value~~ ($010.~~0001~~00 per ~~share,~~Unit) ~~elected~~of tothe ~~convert~~net ~~9,825,000~~proceeds ~~shares~~ of the ~~Class~~Initial BPublic ~~ordinary~~Offering ~~shares~~and ~~held~~certain byof itthe onproceeds aof ~~one-for-one~~the ~~basis~~private ~~into~~placement ~~Class~~were Aplaced in ~~ordinary shares of~~ the trust ~~Company~~account, ~~with~~located ~~immediate~~in ~~effect. Following such conversion,~~ the ~~Sponsor~~United ~~holds~~States ~~9,825,000~~at ~~shares~~JP ofMorgan ~~Class~~Chase ~~A ordinary shares~~ and 1Morgan ~~share~~Stanley, ofwith ~~Class~~Continental BStock ~~ordinary~~Transfer & ~~shares~~Trust ~~and the~~ Company ~~will~~acting ~~have~~as ~~an aggregate of 10~~trustee,~~244,938~~ ~~shares~~and ofare ~~Class~~being Aheld ~~ordinary~~in ~~shares~~cash ~~issued~~until ~~and~~the ~~outstanding~~earlier ~~(419,938~~ of: ~~which~~(i) the ~~are~~completion ~~subject~~of toa ~~possible~~business ~~redemption)~~combination and ~~175,000~~(ii) the ~~shares~~distribution of ~~Class~~the Bassets ~~ordinary~~held ~~shares~~in ~~issued~~the ~~and~~trust ~~outstanding~~account. InOur ~~connection~~management ~~with~~has ~~the~~broad ~~conversion,~~discretion ~~the~~with ~~sponsor~~respect ~~has~~to ~~agreed~~the tospecific ~~certain~~application ~~transfer~~of ~~restrictions,~~the anet ~~waiver~~proceeds of ~~redemption~~the ~~rights,~~Initial aPublic ~~waiver~~Offering ofand ~~any~~the ~~right~~private toplacement, ~~receive~~although ~~funds~~substantially ~~from~~all of the ~~trust~~net ~~account~~proceeds ~~and~~are ~~the~~intended ~~obligation~~ to ~~vote~~be inapplied ~~favor~~toward ofconsummating an initial business combination.

On December 29, 2023, the Company and the original parties to the definitive business combination agreement entered into an amended and restated business combination agreement (as amended and restarted, the “Business Combination Agreement”) by and among the Company, Noventiq, Noventiq Holding Company, a Cayman Islands exempted company (“Parent”), Noventiq Merger 1 Limited, a Cayman Islands exempted company and wholly-owned subsidiary of Parent (“CGAC Merger Sub”), and Corner Growth SPAC Merger Sub, Inc., a Cayman Islands exempted company and wholly-owned subsidiary of Parent (“Noventiq Merger Sub”). The Business Combination Agreement provides, among other things, that (i) the Company will merge with and into CGAC Merger Sub (the “CGAC Merger”), with CGAC Merger Sub surviving the CGAC Merger as a wholly-owned subsidiary of Parent and (ii) Noventiq Merger Sub will merge with and into Noventiq (the “Noventiq Merger,” and together with the CGAC Merger, the “Mergers”), with Noventiq surviving the Noventiq Merger as a wholly-owned subsidiary of Parent (the transactions contemplated by the foregoing clauses (i) and (ii) the “Proposed Business Combination,” and together with the other transactions contemplated by the Business Combination Agreement, the “Proposed Transactions”). As a result of the consummation of the Proposed Transactions, Noventiq will become a wholly-owned subsidiary of Parent. The aggregate consideration to be paid in the Proposed Transactions to the owners of Noventiq will consist of 31,500,000 ~~Table~~Parent’s newly issued Class A ordinary shares, par value $0.0001 per share (the “Parent ordinary shares”). The aggregate consideration to be paid in the Transactions to the shareholders of ~~Contents~~the Company, assuming no redemptions by public shareholders, will consist of 5,419,938 Parent ordinary shares. Upon consummation of the Proposed Business Combination, Parent will become the public company and the name of the public company will be “Noventiq Holding Company.”

On25 ~~February~~Table ~~29, 2024, the Company held an extraordinary general meeting~~ of shareholders (the “February 2024 Extraordinary General Meeting”), to amend the Company’s amended and restated memorandum and articles of association to (i) extend the date by which the Company has to consummate a business combination from March 20, 2024 to June 30, 2024 (the “Extended Date”) or such earlier date as shall be determined by the Company’s board of directors in its sole discretion (such proposal, the “February 2024 Extension Amendment Proposal” and, together with the December 2022 Extension Amendment Proposal and the June 2023 Extension Amendment Proposal, the “Extension Proposals”). The shareholders of the Company approved the February 2024 Extension Amendment Proposal and the Company filed the articles amendment with the Registrar of Companies of the Cayman Islands.Contents

InOn ~~connection~~July ~~with~~3, 2024, the ~~vote~~Company toand ~~approve~~Noventiq ~~the~~Holdings ~~February~~plc ~~2024~~entered ~~Extension~~into ~~Amendment~~a ~~Proposal,~~Settlement ~~shareholders~~and ~~elected~~Termination Agreement, pursuant to ~~redeem~~which ~~83,349~~the ~~Class~~Business ACombination ~~ordinary~~Agreement ~~shares,~~was ~~resulting~~mutually interminated. ~~redemption~~The ~~payments~~termination ~~out~~was ofeffected ~~the~~due ~~trust~~to ~~account~~prevailing ~~totaling~~unfavorable ~~$911,508,~~market orconditions ~~approximately~~and ~~$10~~strategic considerations.94 ~~per~~As ~~share~~a ~~which~~result ~~includes~~of ~~$78~~the termination,~~018~~ ofall ~~earnings~~obligations inunder the ~~trust~~Business ~~account~~Combination ~~not~~Agreement ~~previously~~were ~~withdrawn~~released and deemed null and void. ~~Subsequent~~No totermination ~~the~~fee ~~redemptions,~~or ~~10,161,589~~penalty ~~Class~~was Aincurred ~~ordinary~~by ~~shares~~either ~~remained~~party. ~~issued~~The ~~and~~Company ~~outstanding~~is continuing to evaluate alternative business combination opportunities.

OnRecent June 24, 2024, the Company held an Extraordinary General Meeting (the “ June 2024 Extraordinary General Meeting”), and in connection therewith the Company will file with the Registrar of Companies of the Cayman Islands a copy of the special resolution of the Company which resolved to approve an amendment to its Amended and Restated Memorandum and Articles of Association to extend the date by which the Company must consummate a merger, amalgamation, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities from June 30, 2024 to July 31, 2024 (the “New Extended Date”), and to allow the Company, without another shareholder vote, by resolution of the Company’s Board of Directors to determine in their sole discretion to extend the New Extended Date by one-month increments up to three consecutive times to a date that is ultimately no later than October 31, 2024 (each such additional date, as extended, an “Additional Extended Date”), unless the closing of a business combination shall have occurred prior thereto or such earlier date as determined by the Company's Board of Directors to be in the best interests of the Company or such earlier date as shall be determined by the Company's Board of Directors in its sole discretion.Developments

InOn ~~connection~~December 18, ~~with~~2023, the ~~vote~~Company toreceived ~~approve~~a notice (the ~~extension,~~“Notice”) from the ~~holders~~Listing Qualifications Department of ~~38,647~~The ~~Class~~Nasdaq AStock ~~ordinary~~Market LLC (“Nasdaq”) that the Company’s securities (units, shares ~~properly~~and ~~exercised~~warrants) ~~their~~would ~~right~~be subject to ~~redeem~~suspension ~~their~~and ~~shares~~delisting ~~for~~from ~~cash~~the atNasdaq aCapital ~~redemption~~Market ~~price~~at the opening of ~~approximately~~business ~~$11.10~~on ~~per~~December 27, ~~share~~2023, ~~for~~due anto ~~aggregate~~the ~~redemption~~Company’s ~~amount~~non-compliance ofwith ~~approximately~~Nasdaq ~~$428~~IM-5101-2,~~962.~~ ~~After~~which ~~the~~requires ~~satisfaction~~that ofa ~~such~~special ~~redemptions,~~purpose ~~the~~acquisition ~~balance~~company incomplete ~~the~~one ~~Company’s~~or ~~trust~~more ~~account~~business ~~will~~combinations bewithin ~~approximately~~36 ~~$3.3~~months ~~million~~of the effectiveness of its IPO registration statement.

OnThe ~~August 15, 2024, the~~ Company, ~~CGA~~timely ~~Sponsor,~~requested ~~LLC (the "Original Sponsor"), Ringwood Field, LLC (the "New Sponsor"), and Alexandre Balkanski, John Mulkey, and Jason Park entered into~~ a ~~share~~hearing ~~purchase~~before ~~agreement (~~the ~~“Purchase~~Nasdaq ~~Agreement”).~~Hearings ~~Pursuant~~Panel to ~~the~~appeal ~~Purchase Agreement, among other things: (a)~~ the ~~Original~~notice. ~~Sponsor~~Nasdaq ~~transferred~~granted to the ~~New Sponsor an aggregate of 5,895,000 Class A Ordinary Shares of the~~ Company; (b) the New Sponsor executed a joinder agreement (the "Joinder") to become a party to that certain letter agreement, dated December 16, 2020 ("Letter Agreement"), and that certain Registration Rights Agreement, dated December 16, 2020 ("Registration Rights Agreement"), each originally entered into in connection with the Company’s ~~initial~~hearing ~~public offering ("IPO")~~request, ~~among~~which ~~the~~hearing ~~Company,~~request stayed the ~~Original~~suspension ~~Sponsor,~~of ~~and~~trading ~~certain equity holders~~ of the Company;’s ~~(c)~~securities ~~the Original Sponsor and holders of Class B Shares granted the New Sponsor the irrevocable right to vote the retained shares~~ on ~~their~~The ~~behalf~~Nasdaq ~~and~~Capital toMarket ~~take~~until ~~certain other actions on their behalf (~~the ~~"POA~~hearing ~~Agreements");~~process ~~(d)~~concluded ~~the Original Sponsor entered into surrender~~ and ~~cancellation agreements (~~the ~~“Warrant~~Nasdaq ~~Cancellation~~Hearings ~~Agreements”)~~Panel toissued ~~cancel~~a anwritten aggregate of 7,600,000 private placement warrants purchased by the Original Sponsor at the time of the IPO; and (e) certain creditors agreed to cancel or reduce the amounts owed to them by the Company and assigned the liability for any remaining amounts to the Original Sponsor (the "Debt Cancellation Agreements")decision. ~~Additionally,~~A ~~the~~hearing ~~Company,~~on the ~~Original~~matter ~~Sponsor,~~was ~~the~~held ~~New~~on ~~Sponsor~~March 14, ~~and Cantor Fitzgerald & Co~~2024., as the underwriter of the IPO, entered into an agreement (the "Underwriter Agreements") whereby Cantor agreed to accept shares of the Company following any business combination in lieu of cash deferred commissions owed from the IPO.

32On ~~Table~~March 15, 2024, the Nasdaq Hearings Panel issued written notice of ~~Contents~~its decision to grant the Company’s request for an exception to its listing deficiencies until June 17, 2024 in view of the Company’s substantial steps toward closing its previously announced initial business combination and its plan for achieving compliance with Nasdaq listing rules upon closing of the transaction for listing on The Nasdaq Capital Market.

On May 10, 2024, the Company received a second notice from Nasdaq ~~Notice~~notifying ~~and~~the ~~Hearing~~Company that it no longer met the minimum 500,000 publicly held shares requirement under Nasdaq Listing Rule 5550(a)(4). The Company was given until June 24, 2024 to submit a plan to regain compliance.

On ~~December~~June 1821, ~~2023~~2024, the Company received a ~~notice~~determination ~~(the~~letter ~~“Notice”)~~ from ~~the~~Nasdaq ~~Listing~~stating ~~Qualifications~~that ~~Department~~the ~~of The~~ Nasdaq ~~Stock~~Hearings ~~Market~~Panel ~~LLC~~had ~~(“Nasdaq”)~~determined ~~that~~to delist the Company’s securities ~~(units, shares and warrants) would be subject to suspension and delisting from the Nasdaq Capital Market at the opening of business on December 27, 2023,~~ due to ~~the~~its ~~Company’s~~continued non-compliance with Nasdaq IM-5101-2, ~~which~~and ~~requires~~Rule ~~that~~ 5550(a)(4). ~~special~~Nasdaq ~~purpose~~suspended ~~acquisition~~trading ~~company complete one or more business combinations within 36 months~~ of the ~~effectiveness of its IPO registration statement. The~~ Company’s ~~timely~~securities ~~requested~~effective aat ~~hearing before~~ the ~~Nasdaq~~open ~~Hearings~~of ~~Panel~~business toon ~~appeal~~August ~~the~~14, ~~notice~~2024.

~~Nasdaq~~The ~~granted the~~ Company’s ~~hearing~~chose ~~request,~~not ~~which~~to ~~hearing~~appeal ~~request stayed~~ the ~~suspension of trading of the Company~~Panel’s ~~securities~~final ~~on The Nasdaq Capital Market until the hearing process concluded and the Nasdaq Hearings Panel issued a written~~ decision. ~~A hearing on the matter was held on March 14, 2024.~~

OnA ~~March~~Form ~~15,~~25-NSE ~~2024,~~was ~~the~~filed ~~Nasdaq~~with ~~Hearings Panel issued written notice of its decision to grant~~ the ~~Company’s~~Securities ~~request~~and ~~for~~Exchange anCommission ~~exception~~in toAugust ~~its listing deficiencies until June 17~~2024, ~~2024~~formally inremoving ~~view of~~ the Company’s ~~substantial~~securities ~~steps~~from ~~toward~~listing ~~closing its previously announced initial business combination~~ and ~~its~~registration ~~plan~~on ~~for achieving compliance with~~ Nasdaq. ~~listing~~The ~~rules~~delisting ~~upon~~process ~~closing~~is ofnow ~~the transaction for listing on The Nasdaq Capital Market~~complete.

OnThe ~~May 10, 2024, the~~ Company ~~received~~is aalso ~~letter~~assessing ~~(the~~alternative ~~“Second~~trading ~~Notice”)~~options, ~~from~~including over-the-counter Listing Qualifications Department of Nasdaq notifying the Company that the Company no longer meets the minimum 500,000 publicly held shares requirement for The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(aOTC)~~(4)~~ ~~(the~~markets ~~“Minimum~~and ~~Publicly~~potential ~~Held~~future ~~Shares Requirement”). In accordance with Nasdaq rules~~re-listings, ~~the~~in ~~Company~~order ~~has 45 days, or until June 24, 2024,~~ to ~~submit~~maximize ashareholder ~~plan to regain compliance with the Minimum Publicly Held Shares Requirement~~value.

On ~~June~~February 2129, 2024, the Company ~~received~~held ~~the~~an ~~Delisting~~extraordinary ~~Notification~~general ~~from~~meeting ~~Nasdaq~~of ~~stating~~shareholders ~~that~~ (the ~~Nasdaq~~“February ~~Hearings~~2024 ~~Panel~~Extraordinary ~~has~~General ~~determined~~Meeting”), to ~~delist~~amend the Company’s ~~securities~~amended ~~from~~and ~~Nasdaq,~~restated ~~due~~memorandum toand ~~the~~articles ~~company’s~~of ~~non-compliance~~association ~~with~~to ~~Nasdaq’s~~(i) extend ~~IM-5101-2,~~the ~~which~~date ~~requires~~by ~~that~~which athe ~~special~~Company ~~purpose~~has ~~acquisition~~to ~~company~~consummate ~~complete~~a ~~one or more~~ business ~~combinations~~combination ~~within~~from 36March 20, ~~months~~2024 ~~of the effectiveness of its IPO registration statement. Nasdaq determined~~ to ~~remove from listing our securities~~June 30, ~~which~~2024 ~~became~~(the ~~effective~~“Extended atDate”) ~~the~~or ~~opening~~such ofearlier ~~business~~date onas ~~June~~shall ~~25,~~be ~~2024,~~determined ~~because~~by the Company’s ~~did~~board ~~not~~of ~~demonstrate~~directors ~~compliance~~in ~~with~~its sole discretion (such ~~continued~~proposal, ~~listing~~the ~~requirement~~“February by2024 ~~June~~Extension ~~17,~~Amendment ~~2024~~Proposal”). ~~Nasdaq~~The ~~will~~shareholders ~~complete~~of the ~~delisting~~Company byapproved ~~filing~~the aFebruary ~~Form~~2024 25Extension ~~Notification~~Amendment ofProposal ~~Delisting~~and ~~with~~ the ~~SEC,~~Company ~~after~~filed ~~applicable~~the ~~appeal~~articles ~~periods~~amendment ~~have~~with ~~lapsed, which will remove~~ the ~~Company’s~~Registrar ~~securities~~of ~~from~~Companies ~~listing~~of ~~and~~the ~~registration~~Cayman ~~on Nasdaq~~Islands.

OnIn ~~August~~connection ~~13,~~with ~~2024,~~ the ~~Company~~vote ~~received a final delisting notice from Nasdaq, notifying the Company of its decision~~ to ~~delist~~approve the ~~Company’s~~February ~~shares~~2024 ~~from~~Extension ~~the~~Amendment ~~Nasdaq~~Proposal, ~~Stock~~shareholders ~~Market.~~elected ~~The delisting was due~~ to ~~violations~~redeem of83,349 ~~Nasdaq~~Class A ~~Listing~~ordinary ~~Rule IM-5101-2~~shares, ~~which~~resulting ~~requires~~in aredemption ~~special~~payments ~~purpose~~out ~~acquisition~~of ~~company~~the ~~(SPAC)~~trust toaccount ~~complete~~totaling ~~one~~$911,508, or ~~more~~approximately ~~business~~$10.94 ~~combinations~~per ~~within~~share 36which ~~months~~includes $78,018 of ~~its~~earnings ~~initial~~in ~~public~~the ~~offering~~trust ~~(IPO),~~account asnot ~~well~~previously aswithdrawn. ~~the~~Subsequent ~~failure~~ to ~~meet~~ the ~~minimum~~redemptions, ~~requirement of 500~~10,~~000~~161,589 Class A ~~publicly~~ordinary ~~held~~ shares ~~under~~remained ~~Nasdaq~~issued ~~Listing~~and ~~Rule 5550(a)(4)~~outstanding.

As26 aTable ~~result, the Company’s shares were suspended from trading at the open~~ of ~~business on August 14, 2024. The Company chose not to appeal the Nasdaq Panel's decision.~~Contents

AOn ~~Form~~June ~~25-NSE~~24, ~~was~~2024, ~~filed~~the ~~with~~Company held an Extraordinary General Meeting (the ~~Securities~~“ ~~and~~June ~~Exchange~~2024 ~~Commission~~Extraordinary General Meeting”), ~~which~~and in connection therewith the Company will ~~formally~~file ~~remove~~with the Registrar of Companies of the Cayman Islands a copy of the special resolution of the Company’s ~~securities~~which ~~from~~resolved ~~listing~~to approve an amendment to its Amended and ~~registration~~Restated onMemorandum ~~Nasdaq.~~and ~~The~~Articles of Association to extend the date by which the Company ismust ~~currently~~consummate ~~evaluating~~a ~~alternative~~merger, ~~options~~amalgamation, ~~including~~share ~~over-the-counter~~exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities from June 30, 2024 to July 31, 2024 (~~OTC)~~the ~~trading~~“New Extended Date”), and ~~potential~~to ~~future~~allow ~~re-listings~~the Company, without another shareholder vote, by resolution of the Company’s Board of Directors to determine in ~~order~~their sole discretion to ~~maximize~~extend ~~shareholder~~the ~~value~~New Extended Date by one-month increments up to three consecutive times to a date that is ultimately no later than October 31, 2024 (each such additional date, as extended, an “Additional Extended Date”), unless the closing of a business combination shall have occurred prior thereto or such earlier date as determined by the Company’s Board of Directors to be in the best interests of the Company or such earlier date as shall be determined by the Company's Board of Directors in its sole discretion.

~~Business~~In ~~Combination~~connection ~~Agreement~~with the vote to approve the extension, the holders of 38,647 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $11.10 per share, for an aggregate redemption amount of approximately $428,962. After the satisfaction of such redemptions, the balance in the Company’s trust account will be approximately $3.3 million.

~~The~~On ~~Company~~August ~~has~~15, ~~entered~~2024, ~~into~~the aCompany, ~~Business~~CGA ~~Combination Agreement~~Sponsor, ~~dated~~LLC ~~May~~(the 4"Original Sponsor"), ~~2023~~Ringwood Field, LLC (the ~~“Original~~"New ~~BCA Date”~~Sponsor"), asand ~~amended~~Alexandre Balkanski, John Mulkey, and ~~restated~~Jason onPark ~~December~~entered ~~29,~~into ~~2023~~a share purchase agreement (the “~~Business~~Purchase ~~Combination~~ Agreement”),. byPursuant ~~and~~to ~~among~~ the ~~Company~~Purchase Agreement, ~~Noventiq~~among ~~Holdings~~other ~~PLC,~~things: an(a) ~~exempted~~the ~~company~~Original ~~limited~~Sponsor bytransferred ~~shares~~to ~~registered~~the byNew ~~way~~Sponsor an aggregate of ~~continuation~~5,895,000 ~~under~~Class ~~the~~A ~~laws~~Ordinary Shares of the ~~Cayman~~Company; ~~Islands~~ (~~“Noventiq”~~b), ~~Noventiq~~the ~~Holding~~New ~~Company,~~Sponsor anexecuted ~~exempted~~a ~~company~~joinder ~~limited~~agreement by(the ~~shares~~"Joinder") ~~incorporated~~to ~~under~~become ~~the~~a ~~laws~~party ofto ~~the~~that ~~Cayman~~certain ~~Islands~~letter ~~(“Parent”)~~agreement, ~~Noventiq~~dated ~~Merger~~December ~~1 Limited~~16, a2020 ~~Cayman~~("Letter ~~Islands~~Agreement"), ~~exempted~~and ~~company~~that ~~and~~certain ~~wholly-owned~~Registration ~~subsidiary~~Rights ofAgreement, ~~Parent~~dated ~~that~~December ~~has~~16, ~~elected~~2020 to("Registration beRights ~~disregarded~~Agreement"), aseach anoriginally ~~entity~~entered ~~separate~~into ~~from~~in ~~Parent~~connection ~~for~~with ~~U.S.~~the ~~federal~~Company’s ~~income~~initial ~~tax~~public ~~purposes~~offering (“"IPO"), among the Company, ~~Merger~~the ~~Sub”)~~Original Sponsor, and ~~Corner~~certain ~~Growth~~equity ~~SPAC~~holders ~~Merger~~of ~~Sub,~~the ~~Inc.,~~Company; an(c) ~~exempted~~the ~~company~~Original ~~limited~~Sponsor byand ~~shares~~holders ~~incorporated~~of ~~under~~Class B Shares granted the ~~laws~~New ofSponsor the ~~Cayman~~irrevocable ~~Islands~~right ~~and~~to avote ~~wholly-owned~~the ~~subsidiary~~retained ofshares ~~Parent~~on ~~(“Noventiq~~their ~~Merger~~behalf ~~Sub”),~~and ~~which~~to ~~provides,~~take ~~among~~certain other ~~things,~~actions ~~that~~on ~~(i)~~their behalf (the ~~Company~~"POA ~~will~~Agreements"); ~~merge~~(d) ~~with~~the ~~and~~Original Sponsor entered into ~~Company~~surrender ~~Merger~~and ~~Sub~~cancellation agreements (the “~~Company~~Warrant ~~Merger~~Cancellation Agreements”) to cancel an aggregate of 7,600,000 ~~with~~private ~~Company~~placement ~~Merger~~warrants ~~Sub~~purchased ~~surviving~~by the ~~Company~~Original ~~Merger~~Sponsor at the time of the IPO; and (iie) ~~Noventiq~~certain ~~Merger~~creditors ~~Sub~~agreed ~~will~~to ~~merge~~cancel ~~with~~or ~~and~~reduce ~~into~~the ~~Noventiq~~amounts ~~(the~~owed ~~“Noventiq~~to ~~Merger,”~~them by the Company and ~~together~~assigned ~~with~~the liability for any remaining amounts to the ~~Company~~Original ~~Merger,~~Sponsor (the ~~“Mergers”~~"Debt Cancellation Agreements"). Additionally, ~~with~~the ~~Noventiq~~Company, ~~surviving~~the Original Sponsor, the ~~Noventiq~~New ~~Merger~~Sponsor, asand aCantor ~~wholly-owned~~Fitzgerald ~~subsidiary~~& ofCo., ~~Parent~~as (the ~~transactions~~underwriter ~~contemplated~~of by the ~~foregoing~~IPO, ~~clauses~~entered ~~(i)~~into ~~and~~an agreement (iithe "Underwriter Agreements") ~~the~~whereby ~~“Business~~Cantor ~~Combination,”~~agreed ~~and~~to ~~together~~accept ~~with~~shares of the ~~other~~Company ~~transactions~~following ~~contemplated~~any bybusiness ~~the~~combination ~~Business~~in ~~Combination~~lieu ~~Agreement,~~of cash deferred commissions owed from the ~~“Transactions”)~~IPO.

33On ~~Table~~October 31, 2024, the Company held an extraordinary general meeting of ~~Contents~~shareholders (the “October 2024 Extraordinary General Meeting”) to amend the Company’s amended and restated memorandum and articles of association to extend the date by which the Company has to consummate a business combination from October 31, 2024, to December 31, 2025, unless the closing of a business combination shall have occurred prior thereto or such earlier date as shall be determined by the Company’s Board of Directors in its sole discretion (such proposal, the “October 2024 Extension Amendment Proposal” and, together with previous extension proposals, the “Extension Proposals”). The shareholders of the Company approved the October 2024 Extension Amendment Proposal.

~~Immediately~~In ~~prior~~connection towith the ~~effective~~vote ~~time~~to ofapprove the ~~Company Merger~~extension, ~~each Company Class B ordinary share shall be converted into one Company Class A ordinary share. Pursuant to~~ the ~~Business~~holders ~~Combination Agreement and at the effective time~~ of ~~the Company Merger~~124,289 ~~each Company~~ Class A ordinary ~~share~~shares ~~shall~~properly ~~automatically~~exercised betheir ~~cancelled~~right ~~and cease~~ to ~~exist~~redeem intheir ~~exchange~~shares for ~~the~~cash right to receive one Parent ordinary share. At the effective time of the Company Merger, each Company warrant (the “Company Warrants”) issued and outstanding, entitling the holder thereof to purchase one share of Company Class A common stock at ana ~~exercise~~redemption price of approximately $11.5026 per share ~~(subject to adjustment)~~, ~~will~~for ~~be converted into the right to receive a warrant to purchase one Parent ordinary share at~~ an ~~exercise~~aggregate ~~price~~redemption ofamount of $111,399,974.50 ~~per~~The ~~share~~amount ~~(subject~~in ~~to adjustment) upon consummation of~~ the ~~Business~~company’s ~~Combination.~~trust ~~Pursuant~~account toas ~~the Business Combination Agreement and at the effective time~~ of ~~the~~March ~~Noventiq Merger~~31, ~~each~~2025 ~~Noventiq ordinary share shall automatically be cancelled and cease to exist in exchange for the right to receive (i) such number or fraction of newly issued Parent ordinary shares that~~ is ~~equal to the Share Exchange Ratio (as defined in the Business Combination Agreement) and (ii) one Class A CSR (as defined below)~~$1, ~~one Class B CSR (as defined below) and one Class C CSR (as defined below) in each case~~983, ~~for each one whole Parent ordinary share issuable to such holder pursuant to the Business Combination Agreement at the effective time of the Noventiq Merger~~985.

~~On April 18~~Liquidity, ~~2024,~~Capital ~~the~~Resources Company announced an offer to exchange certain global depositary receipts (“GDRs”) representing Noventiq ordinary shares in consideration for newly issued ordinary shares (the “Exchange Offer”), which Exchange Offer expired on May 10, 2024. To provide for the terms of the Exchange Offer, on May 13, 2024, the Company and ~~Noventiq~~Going entered into Amendment No. 1 to Amended and Restated Business Combination Agreement (“Amendment No. 1 to A&R BCA”), by and between the Company and Noventiq. Amendment No. 1 to A&R BCA provides, among other things, that (i) the outstanding shares underlying the GDRs are to be excluded for purposes of determining the Per Share Merger Equity Consideration Value (as defined in the BCA) and (ii) Noventiq shall use commercially reasonable efforts to accept the forfeit and/or surrender and cancellation, as soon as reasonable practicable, of Noventiq’s outstanding shares underlying the GDRs that it acquired pursuant to the Exchange Offer. Each reference to the A&R BCA shall be deemed a reference to the A&R BCA, as amended by Amendment No. 1 to A&R BCA.Concern

OnAs ~~July~~of 3,March ~~2024~~31,2025 the ~~parties to the Business Combination Agreement, the Sponsor, Noventiq Holding~~ Company, anhad ~~exempted~~$0 ~~company~~in ~~limited~~its byoperating ~~shares~~bank ~~incorporated under the laws of the Cayman Islands~~accounts, ~~and Noventiq Merger~~ $1 ~~Limited~~, ~~a Cayman Islands exempted company and wholly-owned subsidiary of Noventiq Holding Company~~983,985 ~~entered~~in ~~into a settlement agreement (~~the ~~“Settlement~~Trust ~~Agreement”)~~Account , ~~pursuant~~subject to ~~which~~possible ~~the parties agreed (i)~~ redemptions, to ~~mutually~~be ~~terminate~~used ~~the~~for a Business Combination ~~Agreement~~or ~~and~~to ~~all~~repurchase ~~other~~or ~~Transaction~~redeem ~~Documents~~its ~~(as~~ordinary ~~defined~~shares in ~~the~~connection ~~Business~~therewith ~~Combination Agreement) (collectively, the “Ancillary Agreements”)~~ and ~~(ii) to~~ a ~~mutual~~working ~~release~~capital ofdeficit ~~all claims related to the Business Combination Agreement and the transactions contemplated thereby. The mutual termination~~ of ~~the Business Combination Agreement and the Ancillary Agreements is effective as of July 3~~$37, ~~2024~~337. ~~The parties agreed to terminate the Business Combination Agreement as a result of the current unfavourable SPAC market conditions and other factors.~~

AsUntil athe ~~result~~consummation of ~~the~~a ~~termination~~Business ofCombination, the ~~Business~~Company ~~Combination~~will ~~Agreement,~~be using the ~~Business~~funds ~~Combination~~not ~~Agreement~~held isin ~~null~~the ~~and~~Trust ~~void,~~Account ~~without~~for ~~any~~identifying ~~liability~~and onevaluating ~~the~~prospective ~~part~~acquisition ofcandidates, ~~any~~performing ~~party~~due ~~thereto~~diligence oron ~~its~~prospective ~~respective~~target ~~affiliates~~businesses, ~~officers,~~paying ~~directors~~for ortravel ~~shareholders~~expenditures, ~~except~~selecting asthe ~~provided~~target inbusiness ~~the~~to ~~Settlement~~acquire, ~~Agreement.~~and Instructuring, ~~accordance~~negotiating ~~with~~and consummating the ~~Settlement~~Business ~~Agreement,~~Combination. ~~Noventiq~~Based ~~shall~~on ~~pay~~its ~~$10,500,000~~current tocash orand ~~for~~working ~~the~~capital ~~benefit~~balances, ofmanagement ~~the~~believes ~~Company.~~that ~~The~~the Company will ~~use~~not ~~the~~have ~~proceeds~~sufficient ~~received~~working ~~pursuant~~capital to ~~the~~meet ~~Settlement~~its ~~Agreement~~needs tothrough ~~pay~~the ~~its~~consummation ~~expenses~~of a Business Combination.

3427 Table of Contents

OnIn ~~October~~order ~~28, 2020, CGA Sponsor LLC, a Delaware limited liability company (the “Sponsor”), paid $25,000, or approximately $0.003 per share,~~ to ~~the~~finance ~~Company~~transaction ~~and~~costs ~~Noventiq to cover certain expenses~~ in ~~consideration~~connection ~~for~~with ~~8,625,000 Class B ordinary shares, par value $0.0001 per share (~~the ~~“Founder~~intended ~~Shares”),~~Business ~~of the Company. In November 2020~~Combination, the Sponsor ~~transferred 50~~,~~000~~ ~~such~~an ~~Class~~affiliate ~~B ordinary shares~~ of the ~~Company~~Sponsor, toor ~~each~~certain of the Company’s ~~three~~officers ~~independent~~and directors ~~(Alexandre Balkanski~~may, ~~John~~but ~~Mulkey,~~are ~~and~~not ~~Jason~~obligated ~~Park) in recognition of, and as compensation for, their future services~~ to ~~the Company. On December 16~~, ~~2020,~~loan the Company ~~effected~~funds ~~a share capitalization, resulting in 10,062,500 Founder Shares issued and outstanding~~ as ~~of such date~~required. As ~~a result~~ of ~~the~~August ~~underwriters’~~15, ~~election~~2024, ~~to partially exercise their over-allotment option~~ in connection with the ~~Company’s~~sale ~~initial public offering (the “Company Initial Public Offering”), 62,500 Founder Shares were forfeited for no consideration on December 23, 2020, resulting in 10,000,000 Founder Shares outstanding,~~ of ~~which, as of such date, 9,825,001 Founder Shares were held by~~ the ~~Sponsor~~Original ~~and 58,333 Founder Shares were held by each of the Company~~Sponsor’s ~~three~~stake ~~independent~~to ~~directors. As of~~ the ~~date~~New ~~of the amending and restating of the Business Combination Agreement, the~~ Sponsor ~~held 9~~,~~825,001~~ ~~Founder Shares. Of these, 5,000,000 Company ordinary shares will be forfeited upon consummation of~~ the ~~Business Combination, and 1,500,000~~ Company ordinary shares (the “Alignment Shares”) are subject to forfeiture based on the gross proceeds raised from additional financings contemplated by the Business Combination Agreement, if any, by the Company and the cash balance of the Company’s ~~trust~~outstanding ~~account~~liabilities ~~held~~amounting ~~for the benefit of its public shareholders as more fully described in the accompanying proxy statement/prospectus, but the consummation of the Business Combination is not subject~~ to a minimum amount of additional financing having been raised. If (i) the cash balance of the Company’s trust account and the gross proceeds received from investors in additional financings (the “Additional Financing Investors”) is equal to or greater than $~~25 million upon consummation of the Business Combination~~5,457,840 ~~and~~were ~~(ii)~~transferred ~~the gross proceeds received from Additional Financing Investors is equal~~ to ~~or greater than $50 million prior to~~ the ~~date~~Original ~~that is 180 days following the closing of the Business Combination, none of the Alignment Shares will be forfeited~~Sponsor. AnThis ~~additional~~included 2$5,~~000~~177,~~000~~840 ~~Company~~of ~~ordinary~~operating ~~shares~~and ~~(the~~formation ~~“Sponsor~~costs ~~Earnout Shares”) will be held in escrow~~ and ~~only released~~$280,000 ~~in three equal instalments, upon the occurrence~~ of ~~certain~~unpaid ~~milestone~~administrative ~~events as more fully described in the accompanying proxy statement/prospectus~~fees.

~~Immediately~~As ~~prior~~a toresult ~~the effective time~~ of the ~~Company Merger~~transaction, ~~3,800,000~~the Company ~~Warrants~~had ~~held~~no byoutstanding liabilities to the former Sponsor ~~shall~~as beof ~~forfeited~~March ~~and~~31, ~~returned~~2025, towith ~~the~~all ~~Company~~debts ~~for~~effectively ~~cancellation~~settled upon the transfer.

IfIn weconnection ~~are~~with ~~unable~~our toassessment ~~complete~~of agoing ~~Business~~concern ~~Combination~~considerations byin ~~the~~accordance ~~New~~with ~~Extended~~FASB ~~Date~~ASC orSubtopic ~~Additional Extended Date~~205-40, we“Presentation ~~will~~of ~~(i)~~Financial ~~cease~~Statements—Going ~~all~~Concern” ~~operations~~management ~~except~~has ~~for~~determined that the ~~purpose~~date offor ~~winding~~mandatory ~~up,~~liquidation ~~(ii)~~and asdissolution ~~promptly~~raises assubstantial ~~reasonably~~doubt ~~possible~~about ~~but~~our ~~not~~ability ~~more~~to ~~than~~continue ~~ten~~as ~~business~~a ~~days~~going ~~thereafter,~~concern ~~redeem~~for ~~the public shares, at~~ a ~~per-share~~reasonable ~~price,~~period ~~payable~~of ~~in cash~~time, ~~equal~~which tois ~~the~~considered ~~aggregate~~one ~~amount~~year ~~then~~from ~~on deposit in~~ the ~~Trust~~issuance ~~Account~~of ~~including interest earned on~~ the ~~funds~~financial ~~held~~statements inincluded ~~the~~herein. ~~Trust~~The ~~Account~~Company ~~and~~demonstrates ~~not~~adverse ~~previously~~conditions ~~released~~that toraise ussubstantial todoubt ~~pay~~about ~~for~~the ~~our~~Company’s ~~income~~ability ~~taxes (less up~~ to ~~$100,000~~continue ofas ~~interest~~a togoing ~~pay~~concern ~~dissolution~~for ~~expenses),~~one ~~divided~~year byfollowing the ~~number~~issuance of ~~then~~the ~~outstanding~~financial ~~public~~statements ~~shares,~~included ~~which~~herein. ~~redemption~~These ~~will~~adverse ~~completely~~conditions ~~extinguish~~are ~~public~~negative ~~shareholders’~~financial ~~rights as shareholders (including the right to receive further liquidating distributions~~trends, ifspecifically ~~any),~~a ~~subject~~working tocapital ~~applicable~~deficiency ~~law,~~ and ~~(iii)~~other asadverse ~~promptly~~key asfinancial ~~reasonably~~ratios. ~~possible~~No ~~following~~adjustments ~~such~~have ~~redemption,~~been ~~subject~~made to the ~~approval~~carrying amounts of ~~our~~assets ~~remaining~~or ~~shareholders~~liabilities ~~and~~should ~~our~~the ~~board~~Company ofbe ~~directors,~~required ~~proceed~~ to ~~commence~~liquidate aafter ~~voluntary~~December ~~liquidation~~31, ~~and thereby a formal dissolution of our company~~2025, ~~subject in each case to~~ our ~~obligations~~scheduled ~~under~~liquidation ~~Cayman~~date ~~Islands~~if ~~law~~we todo ~~provide~~not ~~for~~complete ~~claims of creditors and~~ the ~~requirements~~initial ofbusiness ~~other~~combination ~~applicable~~prior ~~law (see Note 9~~ to ~~the~~such ~~notes to the unaudited condensed financial statements for more information)~~date.

InResults ~~April 2024, Jerome “Jerry” Letter provided written notice to the Company~~ of ~~his resignation as the Company’s Chief Financial Officer, effective immediately.~~Operations

~~Mr.~~Our ~~Letter’s~~entire ~~resignation~~activity ~~was~~since ~~not~~inception asthrough aMarch ~~result~~31, of2025, ~~any~~was ~~disagreement~~focused ~~with~~on the ~~Company~~search onfor ~~any~~initial ~~matter~~business ~~relating~~combination tocandidates. ~~the~~As ~~Company’s~~of ~~operations~~March 31, ~~policies~~2025, or$0 ~~practices.~~was ~~Concurrently~~held ~~therewith,~~outside the ~~Company’s~~trust ~~current~~account ~~Co-Chairman~~ and ~~Chief~~was ~~Executive~~being ~~Officer,~~used ~~Marvin~~to ~~Tien,~~fund ~~was~~the ~~appointed~~company’s asoperating ~~acting~~expenses. ~~Chief~~We ~~Financial~~are ~~Officer~~not ~~for~~generating ~~the~~any ~~Company.~~operating ~~Mr.~~revenues ~~Tien~~until ~~will~~the ~~retain~~closing ~~his~~and ~~roles~~completion asof ~~Co-Chairman~~our ~~and~~initial ~~Chief~~business ~~Executive Officer~~combination.

~~Liquidity~~For the three months ended March 31, ~~Capital~~2025, ~~Resources~~we had net income of $142,457, which mainly consisted of income from the change in the fair value of warrant liabilities of $133,333, $16,289 in earnings and ~~Going~~realized ~~Concern~~gains on marketable securities held in the trust account, slightly offset by $7,165 in operating and formation costs.

AsFor ~~indicated in~~ the ~~accompanying~~three ~~condensed~~months ~~financial~~ended ~~statements,~~March ~~at September 30~~31, 2024, we had a net loss of $02,513,203, inwhich ~~our~~consisted ~~operating~~of ~~bank~~earnings and realized gains on marketable securities held in the trust account of $55,782, ~~and~~offset by a ~~working~~change ~~capital~~in ~~deficit~~the fair value of warrant liabilities of $1,863,067, and $705,918 in operating and formation costs.

~~$2,813,~~The ~~and~~decrease ~~$364,651~~in ofgeneral ~~cumulative~~and ~~earnings~~administrative ~~and~~costs ~~realized~~in ~~gains~~2025 onis ~~the~~primarily ~~amounts~~due ~~remaining~~to ina ~~the~~reduction ~~Trust~~in ~~Account~~transaction-related ~~after~~costs ~~historical~~and ~~redemptions.~~extensions, Wewith ~~expect~~a tosignificant ~~continue~~portion toof ~~incur~~prior-period ~~significant~~liabilities ~~costs~~forgiven inas ~~pursuit~~part of ~~our~~the ~~initial~~sponsor ~~Business Combination plans~~transition.

~~Our~~Related ~~liquidity~~Party needs prior to the consummation of the Initial Public Offering were satisfied through the proceeds of $25,000 from the sale of the founder shares, and loans from the Sponsor of approximately $120,000. The loan was repaid in full on December 22, 2020. Subsequent from the consummation of the Initial Public Offering, our liquidity has been satisfied through the net proceeds received from the consummation of the Initial Public Offering and the Private Placement.Transactions

35Founder ~~Table of Contents~~Shares

InOn ~~order~~October 28, 2020, our sponsor paid $25,000, or approximately $0.003 per share, to ~~finance~~cover ~~transaction~~certain offering costs on our behalf in ~~connection~~consideration ~~with~~of ~~the~~8,625,000 ~~intended~~Class B ~~Business~~ordinary ~~Combination~~shares, ~~the~~par ~~Sponsor~~value $0.0001. In November 2020, anour ~~affiliate~~sponsor transferred 50,000 Class B ordinary shares to each of ~~the~~our ~~Sponsor~~independent directors. On December 16, or2020, ~~certain~~we effected a share capitalization of ~~the~~1,437,500 ~~Company’s~~Class B ~~officers~~ordinary ~~and~~shares, ~~directors~~resulting ~~may~~in an aggregate of 10,062,500 ~~but~~Class B ~~are~~ordinary ~~not~~shares ~~obligated~~outstanding. Up to 1,312,500 ~~loan~~of the ~~Company~~Class B ~~funds~~ordinary asshares ~~required~~outstanding were subject to forfeiture by our sponsor to the extent that the underwriters’ over-allotment in connection with the Initial Public Offering was not exercised in full or in part. As a result of ~~August~~the 15underwriters’ election to partially exercise their over-allotment option, ~~2024~~the sponsor forfeited 62,500 Class B ordinary shares for no consideration, resulting in an aggregate of 10,000,000 Class B ordinary shares outstanding as of December 31, 2022. On June 21, 2023, in connection with the ~~sale~~approval of the ~~Original~~Founder ~~Sponsor’s~~Conversion ~~stake~~Amendment, toour sponsor, the ~~New~~holder ~~Sponsor~~of an aggregate of 9,825,001 shares of the Company’s ~~outstanding~~Class B ~~liabilities~~ordinary ~~amounting~~shares, topar value $50.0001 per share,~~457~~ elected to convert 9,~~840~~825,000 ~~were~~shares ~~transferred~~of tothe Class B ordinary shares held by it on a one-for-one basis into Class A ordinary shares of the ~~Original~~Company, ~~Sponsor~~with immediate effect. ~~This~~Following ~~included~~such $5conversion,~~177~~ the Sponsor holds 9,~~840~~825,000 shares of ~~operating~~Class A ordinary shares and ~~formation~~1 ~~costs~~share of Class B ordinary shares and the Company will have an aggregate of 10,244,938 shares of Class A ordinary shares issued and outstanding (419,938 of which are subject to possible redemption) and 175,000 shares of Class B ordinary shares issued and outstanding. In connection with the conversion, the sponsor has agreed to certain transfer restrictions, a waiver of redemption rights, a waiver of any right to receive funds from the trust account and the obligation to vote in favor of an initial business combination. Prior to the initial investment in the company of $~~280~~25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of ~~unpaid~~the ~~administrative~~founder ~~fees~~shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination.

As28 aTable ~~result~~ of ~~the transaction, the Company had no outstanding liabilities to the former Sponsor as of September 30, 2024, with all debts effectively settled upon the transfer.~~Contents

~~Based~~The oninitial ~~the~~shareholders ~~foregoing~~agreed, ~~management~~subject ~~believes~~to ~~that~~limited weexceptions, ~~may~~ not ~~have~~to ~~sufficient~~transfer, ~~working~~assign ~~capital~~or sell any of their founder shares until the earlier to ~~meet~~occur ~~our~~of: ~~needs~~(A) one ~~through~~year after the ~~consummation~~completion of athe ~~Business~~initial ~~Combination.~~business ~~Over~~combination ~~this~~or ~~time~~(B) subsequent ~~period~~to the initial business combination, we(x) if ~~will~~the belast ~~using~~sale ~~these~~price ~~funds~~of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for ~~paying~~share ~~existing~~splits, ~~accounts~~share ~~payable~~dividends, ~~identifying~~reorganizations, recapitalizations and ~~evaluating~~the ~~prospective~~like) ~~initial~~for ~~Business~~any ~~Combination~~20 ~~candidates,~~trading ~~performing~~days ~~due~~within ~~diligence~~any 30-trading day onperiod ~~prospective~~commencing ~~target~~at ~~businesses,~~least ~~paying~~150 ~~for~~days ~~travel~~after ~~expenditures~~the initial business combination, ~~selecting~~or (y) the ~~target~~date ~~business~~on towhich ~~merge~~we ~~with~~complete ora ~~acquire~~liquidation, ~~and structuring~~merger, ~~negotiating~~share ~~and~~exchange ~~consummating~~or other similar transaction that results in all of our shareholders having the ~~Business~~right ~~Combination~~to exchange their ordinary shares for cash, securities or other property.

InPrivate ~~connection~~Placement with our assessment of going concern considerations in accordance with FASB ASC Subtopic 205-40, “Presentation of Financial Statements—Going Concern”, management has determined that the date for mandatory liquidation and dissolution raise substantial doubt about our ability to continue as a going concern through a reasonable period of time, which is considered one year from the issuance of these condensed financial statements. The Company demonstrates other adverse conditions that raise substantial doubt about the Company’s ability to continue as a going concern for one year following the issuance of these condensed financial statements. These other adverse conditions are negative financial trends, specifically working capital deficiency and other adverse key financial ratios. Our scheduled liquidation date is July 31, 2024 (see Note 9 to the notes to the unaudited condensed financial statements for more information). No adjustments have been made to the carrying amounts or classification of assets or liabilities should the Company be required to liquidate. There is no assurance that a Business Combination will be consummated by any such date of termination approved in accordance with the Amended and Restated Memorandum and Articles of Association.Warrants

~~Results~~Simultaneously with the closing of ~~Operations~~the Initial Public Offering, the Sponsor purchased an aggregate of 7,600,000 Private Placement Warrants at a price of $1.50 per warrant for an aggregate purchase price of $11,400,000. Each warrant was exercisable to purchase one Class A ordinary share at $11.50 per share. However, in connection with the transfer of the Sponsor’s stake to the New Sponsor on August 15, 2024, the Private Placement Warrants were cancelled, and as a result, no further obligations or rights exist with respect to these warrants.

~~Our~~The ~~entire~~Sponsor ~~activity~~and ~~since~~the ~~inception~~Company’s ~~through~~officers ~~September~~and ~~30,~~directors ~~2024~~had ~~related~~previously ~~to our formation~~agreed, ~~Initial~~subject ~~Public~~to ~~Offering~~limited ~~and~~exceptions, ~~since~~not ~~the closing of our Initial Public Offering, the search for initial Business Combination candidates (see Note 1~~ to ~~the notes to the unaudited condensed financial statements). As of September 30~~transfer, ~~2024~~assign, $0or ~~was~~sell ~~held~~any ~~outside~~of ~~the~~their ~~Trust~~Private ~~Account~~Placement ~~and~~Warrants ~~was~~until ~~being~~30 ~~used~~days toafter ~~fund~~ the ~~Company’s operating expenses. We are not generating any operating revenues until the closing and~~ completion of ~~our~~the initial Business Combination ~~at the earliest~~.

~~For~~Related ~~the~~Party three months ended September 30, 2024, we reported net income of $4,112,487, primarily due to a gain of $3,458,093 from changes in the fair value of warrant liabilities, debt forgiveness of $785,352, and $35,747 in earnings on marketable securities held in the Trust Account. Operating and formation costs totaled $166,705.Loans

~~For~~On October 28, 2020, the ~~nine~~sponsor ~~months~~agreed ~~ended~~to ~~September~~loan ~~30,~~the ~~2024~~Company up to $300,000 weto ~~had~~cover expenses related to the Initial Public Offering pursuant to a ~~net~~promissory ~~loss~~note of(the ~~$477,816~~“Note”). This loan was non-interest bearing and ~~driven~~payable byon $1the earlier of June 30,~~961,391~~ in2021 ~~operating~~or the completion of the Initial Public Offering. On October 27, 2020 and ~~formation~~December 17, ~~costs~~2020, ~~partially~~the ~~offset~~Company byborrowed a$115,000 and $~~567~~55,~~199~~000, ~~gain~~respectively, ~~from~~under ~~changes~~the inNote. ~~warrant~~On ~~liabilities~~December 22, ~~$785~~2020,~~352~~ the Company repaid the Note in ~~debt~~full. ~~forgiveness~~As ~~and~~of ~~$131~~March 31,~~024~~ in2025 ~~earnings~~the onCompany ~~marketable~~had ~~securities~~no outstanding balance under the Note.

In ~~comparison~~addition, ~~for~~in ~~the~~order ~~three~~to ~~months~~finance ~~ended~~transaction ~~September~~costs 30in connection with a business combination, ~~2023~~our sponsor or an affiliate of our sponsor, ~~net~~or ~~income~~certain ~~was~~of ~~$681~~our officers and directors may,~~549,~~ ~~primarily~~but ~~due~~are not obligated to, loan us funds as may be required (“Working Capital Loans”). If we complete a $1business combination,~~046~~ we would repay the Working Capital Loans out of the proceeds of the trust account released to us. Otherwise,~~667~~ ~~gain~~the Working Capital Loans would be repaid only out of funds held outside the trust account. In the event that a business combination is not completed, we may use a portion of the proceeds held outside the trust account to repay the Working Capital Loans but no proceeds held in ~~warrant~~the ~~liabilities~~trust account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and ~~$57~~no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination,~~747~~ inwithout ~~Trust~~interest, ~~Account~~or, ~~earnings~~at the lender’s discretion, ~~offset~~up byto $~~422~~1,~~865~~500,000 inof ~~operating~~such Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. As of March 31, 2025 and ~~formation~~December ~~costs~~31, 2024, there were no outstanding Working Capital Loans under this arrangement.

~~For~~As ~~the~~of ~~nine~~August ~~months~~15, ~~ended~~2024, ~~September~~the ~~30,~~Original ~~2023~~Sponsor ~~(restated),~~and weits ~~recorded~~affiliates ahad ~~net~~paid ~~loss~~operating and formation costs of $32,~~109~~101,~~484,~~264 ~~primarily~~on ~~due~~behalf of the Company. These amounts were initially recorded as liabilities owed to ~~$2,312,947~~the Sponsor and included in ~~operating~~"Due ~~and~~to ~~formation~~Related ~~costs,~~Party" ~~$102~~on the balance sheets. However,~~000~~ in ~~transaction~~connection ~~costs~~with the transfer of the Original Sponsor’s stake to the New Sponsor on August 15, 2024, all outstanding liabilities were assumed by the Original Sponsor and subsequently discharged. As a $1result,~~046~~ no amounts remained payable to the Original Sponsor as of March 31,~~666~~ ~~loss~~2025. As from ~~changes~~that indate, ~~warrant~~the ~~liabilities,~~New ~~partially~~Sponsor ~~offset~~had bypaid operating and formation costs of $~~352~~27,~~129~~388 inwhich ~~Trust~~remained ~~Account earnings~~outstanding.

3629 Table of Contents

~~Related~~Administrative ~~Party~~Support ~~Transactions Founder Shares~~Agreement

OnWe ~~October 28~~agreed, ~~2020,~~commencing on the ~~Sponsor~~effective ~~paid~~date ~~$25,000,~~of ~~or approximately $0.003 per share, to cover certain offering costs in consideration for 8,625,000 Class B ordinary shares, par value $0.0001 per share (~~the ~~“Founder~~Initial ~~Shares”).~~Public InOffering ~~November~~through ~~2020,~~ the ~~Sponsor~~earlier ~~transferred 50,000 Class B ordinary shares to each~~ of the ~~Company~~company’s ~~independent~~consummation ~~directors.~~of Ona ~~December~~business ~~16,~~combination ~~2020~~and its liquidation, ~~the~~to ~~Company~~pay ~~effected~~our sponsor a ~~share~~total ~~capitalization~~ of 1$40,~~437,500~~000 ~~Class~~per Bmonth ~~ordinary~~for ~~shares,~~office ~~resulting in an aggregate of 10~~space,~~062,500~~ ~~Class~~utilities Band ~~Ordinary~~secretarial ~~Shares issued~~ and ~~outstanding~~administrative ~~as of such date~~support. AsWe aincurred ~~result~~$0 offees during the ~~underwriters’~~three ~~election~~months toended ~~partially~~March ~~exercise their over-allotment option~~31, ~~62,500~~2025 ~~Founder~~and ~~Shares were forfeited for no consideration on December 23, 2020, resulting in 10,000,000 Class B ordinary shares outstanding~~2024.

On ~~June 21~~November 18, ~~2023~~2021, ~~in connection with~~ the ~~approval~~Sponsor ofpermanently ~~the~~waived ~~Founder~~its ~~Conversion~~right ~~Amendment,~~to ~~our~~receive ~~sponsor,~~any ~~the holder~~ of ~~an aggregate of 9,825,001 shares of~~ the Company’s Class B ordinary shares, par value $0.0001 per share, elected to convert 9,825,000 shares of the Class B ordinary shares held by it on a one-for-one basis into Class A ordinary shares of the Company, with immediate effect. Following such conversion, the Sponsor holds 9,825,000 shares of Class A ordinary shares and 1 share of Class B ordinary shares. The Company will have an aggregate of 10,122,942 and 10,244,938 shares of Class A ordinary shares issued and outstanding ~~(297~~,~~942~~ and ~~419,938~~all of which are subject to possible redemption) and 175,000 and 175,000 shares of Class B ordinary shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively. In connection with the ~~conversion,~~Company’s ~~the sponsor has agreed to certain transfer restrictions~~remaining, apayment ~~waiver~~obligations ofunder ~~redemption rights, a waiver of any right to receive funds from~~ the ~~trust~~administrative ~~account~~services ~~and the obligation to vote in favor of an initial business combination~~agreement. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the company by the number of founder shares issued. The founder shares will be worthless if we do not complete an initial business combination.

~~The~~Contractual Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares or Class A ordinary shares received upon conversion thereof until the earlier of: (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination, or (y) the date on which the Company completes a liquidation, merger, amalgamation, share exchange, reorganization or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.Obligations

~~The~~Registration ~~Company’s Founder Shares are subject to transfer restrictions pursuant to lock-up provisions in a letter agreement with the Company entered into by the initial stockholders,~~ and ~~officers~~Shareholder and directors. The Sponsor has the right to transfer its ownership in the Founder Shares at any time, and to any transferee, to the extent that the Sponsor determines, in good faith, that such transfer is necessary to ensure that it and/or any of its parents, subsidiaries or affiliates are in compliance with the Investment Company Act of 1940. Any permitted transferees will be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares. Prior to the closing of the Initial Public Offering, the Sponsor transferred 150,000 Founder Shares to our three independent directors in recognition of and as compensation for their future services to the Company. The transfer of Founder Shares to these directors is within the scope of FASB ASC Topic 718, “Compensation- Stock Compensation” (“ASC 718”). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date.Rights

~~Compensation~~The ~~expense~~holders ~~related~~of tofounder ~~the~~shares, ~~Founder~~private ~~Shares~~placement iswarrants ~~recognized~~and ~~only~~warrants ~~when~~that ~~the~~may ~~performance-based~~be ~~vesting~~issued ~~condition~~upon ~~(i.e.~~conversion ~~the consummation~~ of ~~the~~Working ~~business~~Capital ~~combination)~~Loans, isif ~~probable~~any, ofare ~~achievement~~entitled ~~under~~to ~~the~~registration ~~applicable~~rights ~~accounting~~(in ~~literature. Stock-based compensation would be recognized at~~ the ~~consummation~~case of the ~~business~~founder ~~combination~~shares, inonly anafter ~~amount~~conversion ~~equal to the number~~ of ~~Founder~~such ~~Shares~~shares ~~times~~into ~~the~~Class A ~~grant~~ordinary ~~date~~shares) ~~fair~~pursuant ~~value~~to ~~per~~a ~~share~~registration ~~(unless~~and ~~subsequently~~shareholder ~~modified)~~rights ~~less~~agreement ~~the~~entered ~~amount~~into ~~initially~~upon ~~received~~consummation ~~for the transfer~~ of the ~~Founder~~Initial ~~Shares~~Public Offering. AsThese ofholders ~~September~~are ~~30,~~entitled ~~2024,~~to ~~the~~certain ~~lock-up~~demand ~~provisions~~and ~~have~~“piggyback” ~~not~~registration ~~been remediated~~ and ~~are~~shareholder ~~not~~rights. ~~probable~~However, tothe beregistration ~~remediated.~~and ~~Any~~shareholder ~~such~~rights ~~agreements~~agreement ~~may~~provides bethat ~~subject~~we tomay ~~certain~~not ~~conditions~~permit toany ~~closing,~~registration ~~such~~statement asfiled ~~approval~~under by the ~~Company’s~~Securities ~~shareholders.~~Act Asto abecome ~~result,~~effective until the ~~Company~~termination ~~determined~~of ~~that,~~the ~~taking~~applicable lock-up period ~~into~~for ~~account~~the ~~that~~securities ~~there~~to isbe aregistered. ~~possibility~~We ~~that~~will bear the ~~Business~~expenses ~~Combination~~incurred ~~might~~in ~~not~~connection ~~happen,~~with nothe ~~stock-based~~filing ~~compensation~~of ~~expense~~any ~~should~~such beregistration ~~recognized through September 30, 2024~~statements.

37Underwriting ~~Table of Contents~~Agreement

OnWe ~~August~~granted ~~15, 2024,~~ the ~~Company,~~underwriters ~~the~~a 45-day option ~~Original~~from ~~Sponsor, CGA Sponsor, LLC, and~~ the ~~New~~date ~~Sponsor,~~of ~~Ringwood Field, LLC, entered into a share purchase agreement (~~the ~~“Purchase~~final ~~Agreement”).~~prospectus ~~Pursuant~~relating to the ~~Purchase~~Initial ~~Agreement,~~Public ~~among~~Offering ~~other~~to ~~things:~~purchase ~~(a)~~up ~~the Original Sponsor transferred~~ to ~~the New Sponsor an aggregate of~~ 5,~~895~~250,000 ~~Class~~additional AUnits ~~Ordinary Shares of the Company; (b) the New Sponsor executed a joinder agreement~~ to ~~become~~cover ~~a party to that certain letter agreement~~over-allotments, ~~dated~~if ~~December 16~~any, ~~2020~~at ~~(“Letter~~$10.00 ~~Agreement”),~~per ~~and that certain Registration Rights Agreement~~Unit, ~~dated~~less ~~December~~underwriting ~~16,~~discounts ~~2020 (“Registration Rights Agreement”), each originally entered into in connection with the Company’s initial public offering (“IPO”), among the Company, the Original Sponsor,~~ and ~~certain~~commissions. ~~equity~~The ~~holders~~underwriters ofpartially ~~the~~exercised ~~Company; and (c) the Original Sponsor and holders of the Class B Shares granted the New Sponsor the irrevocable right to vote the retained shares on~~ their ~~behalf~~option and topurchased ~~take~~an ~~certain~~additional ~~other~~5,000,000 ~~actions on their behalf~~Units.

~~Working~~The ~~Capital~~underwriters ~~Loans~~were entitled to underwriting discounts of $0.20 per Unit, or $8,000,000 in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or $14,000,000 in the aggregate was payable to the underwriters for deferred underwriting commissions. Effective December 20, 2022, in accordance with a fee reduction agreement, the underwriter agreed to irrevocably forfeit $10,000,000 of the aggregate $14,000,000 deferred fee that would otherwise be payable to it in cash pursuant the underwriting agreement, resulting in a reduced deferred fee of $4,000,000. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the trust account solely in the event that we complete a business combination, subject to the terms of the underwriting agreement. The Company accounted for this forfeiture during the fourth calendar quarter of the year ended December 31, 2022.

InOn ~~order~~June to23, ~~finance transaction costs in connection with a Business Combination~~2023, the ~~Sponsor~~Company orand ~~an affiliate of~~ the ~~Sponsor,~~underwriter oragreed ~~certain of our officers and directors may, but are not obligated~~ to, ~~loan~~terminate usthe ~~funds~~December ~~as may be required (“Working Capital Loans”). If we complete a Business Combination~~20, we2022 ~~would~~fee ~~repay~~reduction ~~the~~agreement ~~Working~~solely ~~Capital~~upon ~~Loans~~execution ~~out~~ of ~~the~~a ~~proceeds~~side ofletter ~~the~~in ~~Trust~~accordance ~~Account~~with ~~released to us. Otherwise,~~ the ~~Working~~duly ~~Capital~~executed ~~Loans~~Mutual ~~would~~Termination ~~be repaid only out~~ of ~~funds~~Initial ~~held~~Fee ~~outside~~Reduction ~~the trust account~~Agreement. InOn ~~the~~June ~~event~~23, ~~that a Business Combination is not completed~~2023, wein ~~may~~accordance ~~use~~with ~~a portion of~~ the ~~proceeds~~duly ~~held~~executed ~~outside~~Side ~~the~~Letter ~~Trust Account~~ to ~~repay~~Underwriting ~~the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing~~Agreement, the ~~terms~~Company ~~of such Working Capital Loans, if any, have not been determined~~ and ~~no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at~~ the ~~lender’s~~underwriter ~~discretion,~~agreed up to ~~$1,500,000 of such Working Capital Loans may be convertible into warrants of~~ the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. As of the date of this filing and September 30, 2024, there were no outstanding Working Capital Loans under this arrangement.following:

Administrative Services Agreement

3.	Cantor will irrevocably forfeit $7,000,000 (instead of $10,000,000) of the aggregate $14,000,000 Original Fee that would otherwise be payable to it in cash pursuant to the Underwriting Agreement, resulting in a reduced fee of $7,000,000 (the “Fee”), which shall be payable in cash by the Company to Cantor upon consummation of a Business Combination, as originally set forth in the Underwriting Agreement.

4.	In addition, upon the consummation of the Business Combination, the Company shall pay to the Underwriter a non-refundable cash fee equal to 3.0% of:

We· ~~agreed~~(x) the aggregate maximum gross proceeds received or receivable in connection with any Equity Financing, ~~commencing~~including, onwithout ~~the~~limitation, ~~effective~~aggregate ~~date~~amounts ofcommitted ~~the~~by ~~Initial~~investors ~~Public~~to ~~Offering~~purchase ~~through~~securities, ~~the~~whether ~~earlier~~or ofnot ~~the~~all ~~Company’s~~securities are issued upon consummation of athe Business Combination, ~~and~~plus ~~its~~· ~~liquidation,~~(y) tothe ~~pay~~gross proceeds received by the ~~Sponsor~~Company aupon ~~total~~exercise of ~~$40,000~~any ~~per~~warrants ~~month~~or ~~for~~other ~~office~~securities ~~space,~~issued ~~utilities~~in ~~and~~connection ~~secretarial~~with ~~and~~such ~~administrative~~Financing ~~support~~that ~~services~~are ~~provided~~convertible tointo ~~members~~common stock of the Company’s; ~~management~~· ~~team until~~ the ~~earlier~~aggregate ofmaximum ~~(A)~~principal ~~the~~amount ~~Company’s~~of ~~completion~~debt ofcommitted ~~the~~or ~~initial~~available ~~Business~~to ~~Combination~~be committed or ~~December~~available ~~21,~~in ~~2022~~connection ~~and~~with ~~(B)~~the onDebt ~~December~~Financing 21(including, ~~2022~~without limitation, in the case of an ~~amount~~offering ~~equal~~of todebt ~~$960~~securities,~~000,~~ ~~less~~ the ~~actual~~aggregate ~~amount~~maximum ~~paid~~principal ~~under~~amount ~~the~~of ~~Administrative~~securities ~~Services~~committed ~~Agreement.~~to Onbe ~~November~~purchased 18by investors), ~~2021~~whether or not drawn down (or, in the ~~Sponsor~~case ~~waived~~of ~~its~~an ~~right~~offering toof ~~receive~~debt ~~any~~securities, whether or not purchased) upon consummation of the ~~Company’s~~business ~~remaining,~~Combination; ~~payment~~and ~~obligations~~· ~~under~~any proceeds received from the ~~Administrative~~Trust ~~Services~~Account ~~Agreement~~in connection with the Business Combination.

~~For the three and nine months ended September~~ 30, ~~2024,~~Table the Company incurred $0 in fees for these services. For the three and nine months ended September 30, 2023, the Company incurred $0 in fees for these services, respectively, which is included in operating and formation costs on the unaudited condensed statements of operations. As of September 30, 2024 and December 31, 2023, there were $0 and $280,000 in fees outstanding for these services that are included in due to related party on the condensed balance sheets. Notwithstanding the foregoing, on November 18, 2021, the Sponsor permanently waived its right to receive any of the Company’s outstanding, and all of the Company’s remaining, payment obligations under the Administrative Services Agreement.Contents

38The ~~Table~~fees noted in items 1, 2 and additional notes above are contingent upon the successful completion of ~~Contents~~a Business Combination. There is no assurance that a Business Combination will be consummated by any such date of termination approved in accordance with the Amended and Restated Memorandum and Articles of Association. In accordance with the guidance in ASC Topic 450, Contingencies, the Company is required to record its best estimate of the loss if the amount of loss can be reasonably estimated. The fee noted in item 2 cannot be reasonably estimated or determinable at this time and as a result, is not recorded in the financial statements.

~~Operating~~However, on August 15, 2024, as part of the change in sponsor in connection with the share purchase agreement, the Company, the Original Sponsor, the New Sponsor, and ~~Formation~~Cantor ~~Costs~~Fitzgerald & Co., as the underwriter from the IPO, entered into an agreement under which Cantor agreed to accept a certain number of shares of the Company following the completion of a Business Combination, in lieu of the cash deferred commissions owed from the IPO.

AsNet ofIncome ~~September~~(Loss) ~~30,~~Per ~~2024,~~Ordinary and December 31, 2023, the Sponsor and affiliates of the Sponsor had paid operating and formation costs of $2,101,264 and $1,630,848, respectively, on behalf of the Company. These amounts were initially recorded as liabilities owed to the Sponsor and included in "Due to Related Party" on balance sheets. However, in connection with the transfer of the Original Sponsor’s stake to the New Sponsor on August 15, 2024, all outstanding liabilities were assumed by Original Sponsor and subsequently discharged. As a result, no further amounts remain payable to the Original Sponsor as of September 30, 2024. The New Sponsor is not under any obligation to make additional expenditures on the Company’s behalf.Share

~~Contractual~~We ~~Obligations~~have ~~Registration~~two classes of shares: Class A ordinary shares and ~~Shareholder~~Class B ~~Rights~~ordinary shares. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the periods. We have not considered the effect of the warrants sold in the Initial Public Offering and the Private Placement to purchase an aggregate of 20,933,333, of the Company’s Class A ordinary shares in the calculation of diluted net income (loss) per share, because their exercise is contingent upon future events and their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended March 31, 2025 and 2024. Accretion associated with the Class A ordinary shares subject to possible redemption is excluded from earnings per share as the redemption value approximates fair value.

~~The~~Finder’s ~~holders~~Fee of founder shares, private placement warrants and warrants that may be issued upon conversion of Working Capital Loans, if any, will be entitled to registration rights (in the case of the founder shares, only after conversion of such shares into Class A ordinary shares) pursuant to a registration and shareholder rights agreement entered into during the consummation of the Initial Public Offering. These holders will be entitled to certain demand and “piggyback” registration and shareholder rights. However, the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities to be registered. We will bear the expenses incurred in connection with the filing of any such registration statements.Arrangement

~~Underwriting~~In ~~Agreement~~connection with the Proposed Business Combination, a portion of the founder shares will be distributed under an agreement with a third party dated as of April 28, 2023 that constitutes a finder’s fee arrangement (the “Finder’s Fee Arrangement”). The Finder’s Fee Arrangement provides for our sponsor to make a $2,000,000 cash payment to the third party and provide an option to purchase an economic interest in 2,000,000 membership units of the sponsor contingent on the consummation of the Proposed Business Combination, which are accounted for under the guidance in ASC 718. Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon the grant date. Compensation expense related to such shares is recognized only when the performance-based vesting condition (i.e. the consummation of the Proposed Business Combination) is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the consummation of the Proposed Business Combination, in an amount equal to the number of such shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the transfer of such shares. The Company will reflect the transactions in its financial statements when the Proposed Business Combination is consummated as the sponsor is a principal shareholder in the Company and the Company benefits from the Finder’s Fee Arrangement. If the Proposed Business Combination does not close for any reason, and a termination fee is actually paid by Noventiq to the Company, the Sponsor or their affiliates, then the third party will be entitled to receive a $2,000,000 cash payment. Not withstanding the foregoing, to the extent the termination fee is not sufficient to cover the $2,000,000 cash payment, then the Sponsor and the third party will share the balance in an amount to be reasonably agreed to at the time.

~~The~~On ~~underwriter~~March ~~was~~14, ~~entitled~~2024, tothe ~~underwriting~~Finder’s ~~discounts~~fee ofArrangement ~~$0.20~~was ~~per~~amended ~~unit~~and ~~sold~~restated inwhich no longer provides the ~~Initial~~third ~~Public~~party ~~Offering,~~an oroption $8to purchase an economic interest in 2,000,000 inmembership units of the ~~aggregate,~~sponsor ~~paid~~contingent ~~upon~~on the ~~closing~~consummation of the ~~Initial~~Proposed ~~Public~~Business ~~Offering~~Combination. AnInstead, ~~additional~~the ~~fee~~parties ofhave ~~$0.35~~agreed ~~per~~that ~~unit~~once ~~sold~~the Sponsor has received ordinary shares from a successfully completed transaction and any earnouts or other contingent releases thereto, it shall distribute shares to the third party in accordance with the ~~Initial~~terms ~~Public~~and ~~Offering~~conditions of the Sponsor operating agreement and the Amended and Restated Business Combination Agreement. In addition, orthe $142,000,000 incash ~~the~~payment ~~aggregate~~to third party will be ~~payable~~paid toby Noventiq instead of the ~~underwriters~~Sponsor ~~for~~and ~~deferred~~will ~~underwriting~~be ~~commissions~~denominated as a Company transaction expense. ~~Effective~~In ~~December~~the ~~20,~~event ~~2022,~~the inProposed ~~accordance~~Business ~~with~~Combination is not consummated and the Sponsor receives a termination fee, ~~reduction~~the ~~agreement~~third party shall receive $1,000,000 as complete satisfaction of the ~~underwriter~~cash ~~agreed~~payment. The Finder’s Fee Arrangement included potential compensation payable to ~~irrevocably~~the ~~forfeit~~third party.

~~$10,000,000~~31 ofTable ~~the aggregate $14,000,000 deferred fee that would otherwise be payable to it in cash pursuant the underwriting agreement, resulting in a reduced deferred fee~~ of $4,000,000. The deferred underwriting commissions will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement. The Company accounted for this forfeiture during the fourth calendar quarter of the year ended December 31, 2022.Contents

As ~~more~~the ~~fully~~Proposed ~~described~~Business inCombination ~~Note~~was 5,terminated on ~~June~~July 233, ~~2023~~2024, the Company ~~and~~does ~~the~~not ~~underwriter~~expect ~~agreed~~ to ~~terminate~~recognize ~~the~~compensation ~~December~~expense ~~20,~~associated ~~2022~~with ~~fee~~this ~~reduction agreement solely upon execution of a side letter~~arrangement. ~~On June 23~~Further, ~~2023,~~No intermination accordance with the duly executed side letter, the Company and the underwriter agreed that the underwriter will irrevocably forfeit $7,000,000 (instead of $10,000,000) of the aggregate $14,000,000 Original Fee that would otherwise be payable to it in cash pursuant to the Underwriting Agreement, resulting in a reduced fee ofwas ~~$7,000,000,~~received ~~which shall be payable~~ in ~~cash~~connection bywith the ~~Company~~termination ~~to the underwriter upon consummation~~ of ~~a business combination, as originally set forth in~~ the ~~underwriting~~Business ~~agreement~~Combination Agreement.

~~However,~~ADS ~~on August 15~~Facility, ~~2024, as part of the change in sponsor in connection with the share purchase agreement, the Company, the Original~~ Sponsor, ~~the~~Support ~~New Sponsor~~Agreement, and ~~Cantor~~Voting ~~Fitzgerald~~and &Support Co., as the underwriter from the IPO, entered into an agreement under which Cantor agreed to accept a certain number of shares of the Company following the completion of a Business Combination, in lieu of the cash deferred commissions owed from the IPO.Agreement

39The ~~Table~~following ofdescriptions ~~Contents~~relate to agreements that were entered into in connection with the now-terminated Business Combination Agreement with Noventiq Holdings plc. On July 3, 2024, the Company and Noventiq mutually agreed to terminate the Business Combination Agreement. As a result, all related agreements described below are no longer in effect. See Note 1 — Financial Statements.

~~Critical~~In ~~Accounting~~connection ~~Policies~~with the Proposed Business Combination and pursuant to the Business Combination Agreement, the Company had agreed to establish a Level 2 ADS facility by entering into a Deposit Agreement with The Bank of New York Mellon (or an affiliate), as depositary, and filing with the SEC a registration statement on Form F-6 registering American Depositary Shares (the “ADSs”), each representing one Parent ordinary share (the “ADS Facility”).

~~Our~~Following ~~management’s~~the ~~discussion~~Closing, ~~and~~each ~~analysis~~holder of ~~our~~Parent ~~financial~~ordinary ~~condition~~shares ~~and~~would ~~results~~have ofbeen ~~operations~~able isto ~~based~~deposit onsuch ~~our~~holder’s ~~condensed~~shares ~~financial~~into ~~statements,~~the ~~which~~ADS ~~have~~Facility ~~been~~and ~~prepared~~receive inADSs, ~~accordance~~which ~~with~~were ~~U.S.~~expected ~~generally~~to ~~accepted~~trade ~~accounting~~on ~~principles~~Nasdaq ~~(“GAAP”).~~under ~~The~~the ~~preparation~~symbol of“NVIQ.” ~~these~~Following ~~condensed~~the ~~financial~~Closing, ~~statements~~the ~~requires~~Company’s usoutstanding towarrants, ~~make~~issued ~~estimates~~under ~~and~~a ~~assumptions~~Warrant ~~that~~Agreement, ~~affect~~dated ~~the~~December ~~reported~~16, ~~amounts~~2020, ofby ~~assets~~ and ~~liabilities,~~between ~~disclosure~~the ofCompany ~~contingent assets~~ and ~~liabilities~~Continental atStock ~~the~~Transfer ~~date~~& ofTrust ~~the condensed financial statements~~Company, ~~and~~would ~~the~~have ~~reported~~remained ~~amounts~~outstanding ofand ~~income~~were ~~and~~expected ~~expenses~~to ~~during~~continue ~~the~~trading ~~reported~~on ~~period~~Nasdaq. In ~~accordance~~connection with ~~GAAP~~the Closing, wethe ~~base~~ADSs, ~~our~~each ~~estimates~~representing onone ~~historical~~Parent ~~experience~~ordinary ~~and~~share, onwere ~~various~~expected ~~other~~to ~~assumptions~~be ~~that~~listed weon ~~believe~~Nasdaq ~~are~~as ~~reasonable~~of ~~under~~ the ~~circumstances.~~Effective ~~Actual results may differ from these estimates under different assumptions or conditions~~Time.

~~Our~~Concurrently ~~significant~~with ~~accounting~~the ~~policies~~execution ~~are~~of ~~fully~~the ~~described~~Business inCombination ~~Note~~Agreement, 2our sponsor entered into a support agreement with the Company and Noventiq (the “Sponsor Support Agreement”), pursuant to ~~our~~which ~~condensed~~the ~~financial~~sponsor ~~statements~~agreed ~~appearing~~to, ~~elsewhere~~among other things, (i) vote in ~~this~~favor ~~Quarterly~~of ~~Report~~the Business Combination Agreement and ~~are~~the ~~fully~~transactions ~~described~~contemplated inthereby; ~~Note~~(ii) 2not into ~~our~~solicit, ~~Annual~~initiate, ~~Report~~submit, onfacilitate ~~Form~~(including 10by means of furnishing or disclosing information), discuss or negotiate, directly or indirectly, any inquiry, proposal or offer (written or oral) with any third-Kparty ~~for~~with respect to a CGAC Acquisition Proposal (as defined in the ~~fiscal~~Sponsor ~~year~~Support ~~ended~~Agreement); ~~December~~(iii) ~~31,~~be ~~2023.~~bound Weby ~~believe~~certain ~~those~~transfer ~~accounting~~restrictions ~~policies~~with ~~are~~respect ~~critical~~to its shares in the Company prior to the ~~process~~closing of ~~making~~the ~~significant~~Proposed ~~judgments~~Business Combination; and ~~estimates~~(iv) not to transfer any of the Restricted Securities (as defined in the ~~preparation~~Sponsor Support Agreement) from and after the closing of ~~our~~the ~~condensed~~Proposed ~~financial~~Transactions ~~statements.~~and ~~There~~until ~~have~~the ~~been~~earlier noof ~~changes~~(A) tothe ~~our~~six ~~significant~~(6) ~~accounting~~month ~~policies~~anniversary ~~from~~of ~~our~~the ~~Form~~closing ~~10-K~~date of the Proposed Transactions and (B) the date following the closing date of the Proposed Transactions on which the Company completes a Liquidity Event (as defined in the Sponsor Support Agreement).

~~Recent~~Concurrently ~~Accounting~~with ~~Pronouncements~~the execution of the Business Combination Agreement, the Company, Noventiq and certain shareholders of Noventiq (collectively, the “Noventiq Supporting Shareholders”) executed a Voting and Support Agreement, pursuant to which each Noventiq Supporting Shareholder agreed to, among other things, (i) support the Business Combination and adopt the Business Combination Agreement, and (ii) lock up their Noventiq Shares for a period following the closing, subject to certain exceptions.

InThe ~~June~~Business ~~2016,~~Combination ~~FASB~~Agreement ~~issued~~also ~~ASU~~contemplated ~~2016-13~~that, ~~Measurement~~prior ofto ~~Credit~~the ~~Losses~~Closing, onthe ~~Financial~~Company, ~~Instruments (“ASU 2016-13”). ASU 2016-13 changes~~ the ~~way~~Sponsor ~~entities~~Parties ~~measure credit losses for most financial assets~~ and certain ~~other~~Noventiq ~~instruments~~shareholders ~~that~~would ~~are~~enter ~~not~~into ~~measured~~a atRegistration ~~fair~~Rights ~~value through net income. For emerging growth companies~~Agreement, ~~the~~which ~~new~~would ~~guidance~~grant issuch ~~effective~~parties ~~for~~registration ~~annual~~rights ~~periods beginning after January 1, 2023. The Company adopted ASU 2016-13 as of January 1, 2023,~~ with norespect ~~impact~~ to ~~its~~their ~~condensed~~respective ~~financial~~Parent ~~statements~~ordinary ~~because the Company does not have financial assets within the scope of ASU 2016-13~~shares.

~~Our~~32 ~~management~~Table ~~does~~of ~~not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying condensed financial statements.~~Contents

~~Off-Balance~~Critical ~~Sheet~~Accounting ~~Arrangements~~Policies

~~For~~Class ~~the~~A ~~three~~Ordinary ~~and~~Shares ~~nine~~subject ~~months~~to ~~ended~~possible ~~September 30, 2024, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.~~redemption

~~JOBS~~We ~~Act~~account for our Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity” (“ASC 480”). Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. Our Class A ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2025 173,653 Class A ordinary shares subject to possible redemption at the redemption amount are presented as temporary equity, outside of the shareholders’ equity section of our balance sheet.

OnImmediately ~~April~~upon ~~5, 2012,~~ the ~~JOBS~~closing ~~Act~~of ~~was~~the ~~signed~~Initial ~~into~~Public ~~law. The JOBS Act contains provisions that~~Offering, ~~among~~we ~~other~~recognized ~~things,~~the ~~relax~~accretion ~~certain~~from ~~reporting~~initial ~~requirements~~carrying ~~for~~value ~~qualifying~~to ~~public~~redemption ~~companies~~amount. WeThe ~~qualify~~change asin ~~an “emerging growth company” and under~~ the ~~JOBS~~carrying ~~Act~~value ~~are~~of ~~allowed~~redeemable toshares ~~comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption~~ of ~~new~~Class orA ~~revised~~ordinary ~~accounting~~shares ~~standards,~~resulted ~~and~~in ascharges aagainst ~~result,~~additional ~~we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non~~paid-~~emerging~~in ~~growth~~capital ~~companies.~~and Asaccumulated ~~such, our condensed financial statements may not be comparable to companies that comply with public company effective dates~~deficit.

~~Additionally,~~Warrant we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the condensed financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the principal executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.Liabilities

40The ~~Table~~Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of ~~Contents~~the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480 and ASC 815. The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

~~ITEM~~For 3issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. ~~QUANTITATIVE~~For ~~AND~~issued ~~QUALITATIVE~~or ~~DISCLOSURES~~modified ~~ABOUT~~warrants ~~MARKET~~that ~~RISK~~do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations.

WeRecent ~~are~~Accounting ~~a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.~~Pronouncements

~~ITEM~~In 4June 2016, FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ~~CONTROLS~~ASU ~~AND~~2016-13 ~~PROCEDURES~~changes the way entities measure credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. For emerging growth companies, the new guidance is effective for annual periods beginning after January 1, 2023. The Company adopted ASU 2016-13 as of January 1, 2023, with no impact to its financial statements because the Company does not have financial assets within the scope of ASU 2016-13.

~~Disclosure~~In ~~controls~~November ~~and~~2023, ~~procedures~~the ~~are~~FASB ~~controls~~issued ~~and~~ASU ~~other~~No. ~~procedures~~2023-07, ~~that~~Segment ~~are~~Reporting ~~designed~~(Topic to280): ~~ensure~~Improvements ~~that information required~~ to beReportable ~~disclosed~~Segment inDisclosures, ~~our~~which ~~reports~~requires ~~filed or submitted under~~ the ~~Exchange~~disclosure ~~Act~~of isadditional ~~recorded,~~segment ~~processed,~~information. ~~summarized~~ASU ~~and~~No. ~~reported~~2023-07 ~~within~~is ~~the~~effective ~~time~~for ~~periods~~fiscal ~~specified~~years inbeginning ~~the~~after ~~SEC’s~~December ~~rules and forms. Disclosure controls and procedures include~~15, ~~without limitation~~2023, ~~controls~~ and ~~procedures~~interim ~~designed~~periods towithin ~~ensure~~fiscal ~~that~~years ~~information~~beginning ~~required~~after toDecember be15, ~~disclosed~~2024. inThe ~~company~~Company ~~reports~~adopted ~~filed~~this orguidance ~~submitted~~as ~~under~~of ~~the~~December ~~Exchange Act is accumulated and communicated to management~~31, ~~including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure~~2024.

~~Evaluation~~In ofDecember 2023, the FASB issued Accounting Standards Update 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosure” ~~Controls~~(“ASU 2023-09”). ASU 2023-09 mostly requires, on an annual basis, disclosure of specific categories in an entity’s effective tax rate reconciliation and ~~Procedures~~income taxes paid disaggregated by jurisdiction. The incremental disclosures may be presented on a prospective or retrospective basis. The ASU is effective for fiscal years beginning after December 15, 2024 with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09 on its financial statements. As a British Virgin Islands entity, the Company is not subject to income taxes, as such, the Company does not expect any impact of adopting ASU 2023-09 on its financial statements.

~~Our~~The Company’s management ~~evaluated,~~does ~~with~~not ~~the~~believe ~~participation~~that ofany ~~our~~other ~~principal~~recently ~~executive officer and principal financial and accounting officer (our “Certifying Officers”)~~issued, ~~the~~but ~~effectiveness~~not ofyet ~~our disclosure controls and procedures as of September 30~~effective, ~~2024,~~accounting ~~pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation~~pronouncements, ~~our~~if ~~Certifying~~currently ~~Officers concluded that~~adopted, aswould ofhave ~~September 30,~~a ~~2024,~~material ~~our~~effect ~~disclosure~~on ~~controls~~the ~~and~~Company’s ~~procedures~~financial ~~were effective~~statements.

~~Changes~~33 inTable ~~Internal~~of ~~Control over Financial Reporting~~Contents

~~There was no change in our internal control over financial reporting (as defined in Rules 13a~~Off-~~15(f)~~Balance ~~and~~Sheet 15d- 15(f) under the Exchange Act) that occurred during the fiscal quarter of 2024 covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Arrangements

41As ~~Table~~of March 31, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of ~~Contents~~Regulation S-K and did not have any commitments or contractual obligations.

~~PART~~JOBS ~~II - OTHER INFORMATION~~Act

~~ITEM~~On 1April 5, 2012, the JOBS Act was signed into law. ~~LEGAL~~The ~~PROCEEDINGS~~JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates.

~~None~~Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the principal executive officer’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth company,” whichever is earlier.

~~ITEM~~Item ~~1A.~~3 ~~RISK~~– ~~FACTORS~~Quantitative and Qualitative Disclosures About Market Risk

InWe ~~addition~~are toa ~~the~~smaller ~~other~~reporting ~~information~~company ~~set~~as ~~forth~~defined inby ~~this~~Rule ~~Quarterly Report on Form 10~~12b-Q,2 ~~you~~of ~~should carefully consider our risk factors from those disclosed under “Item 1A. Risk Factors” included in our Annual Report on Form 10-K for~~ the ~~year~~ ~~ended~~Exchange ~~December 31,~~Act ~~2023~~ and ~~the~~are ~~risk factors included in our definitive proxy statement filed with the SEC on October 11, 2024. Additional risks and uncertainties~~ not ~~currently~~required ~~known~~ to usprovide orthe ~~that~~information weotherwise ~~currently~~required ~~deem~~under tothis ~~be immaterial also may materially adversely affect our business, financial condition or future results~~item.

~~ITEM~~Item 2.4 ~~UNREGISTERED~~– ~~SALES~~Controls OFand ~~EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES~~Procedures

~~None.~~Evaluation of Disclosure Controls and Procedures

~~ITEM~~Disclosure 3controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. ~~DEFAULTS~~Disclosure ~~UPON~~controls ~~SENIOR~~and ~~SECURITIES~~procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Executive Officer, to allow timely decisions regarding required disclosure.

~~None~~As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2025. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15 (e) and 15d-15 (e) under the Exchange Act) were [not] effective [due solely to the material weakness in our internal control over financial reporting related to the Company’s lack of qualified SEC reporting professional. As a result, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with US GAAP. Accordingly, management believes that the financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, result of operations and cash flows for the periods presented. Management intends to continue implement remediation steps to improve our disclosure controls and procedures and our internal control over financial reporting. Specifically, we intend to expand and improve our review process for complex securities and related accounting standards. We have improved this process by enhancing access to accounting literature, identification of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with the requisite experience and training to supplement existing accounting professionals.]

~~ITEM~~Changes 4.in ~~MINE~~Internal ~~SAFETY~~Control ~~DISCLOSURES~~over Financial Reporting

~~Not~~There ~~applicable~~were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~ITEM~~34 5.Table ~~OTHER~~of ~~INFORMATION~~Contents

~~During~~Part ~~the~~II ~~three and nine months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5~~-1 ~~trading~~Other ~~arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.~~Information

42Item ~~Table~~5 of– ~~Contents~~Other Information

~~ITEM~~During 6.the ~~EXHIBITS~~quarter ended March 31, 2025, no director or officer adopted or terminated any (i) “Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K intending to satisfy the affirmative defense conditions of Rule 10b5–1(c) or (ii) “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(c) of Regulation S-K.

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer and Principal Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*		Inline XBRL Instance Document
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.SCH*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		Inline XBRL Taxonomy Extension definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Item 6 – Exhibits

*Filed with this Report.

Exhibit No.		Description
31.1*		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**		Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document. The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File. The cover page XBRL tags are embedded within the Inline XBRL document.

**Furnished ~~with~~Filed ~~this Report, which shall not be deemed “filed” for purposes of Sec 18 of the Securities Act of 1934, or otherwise subject to the liability of that Section.~~herewith

43** ~~Table~~These certifications are furnished to the SEC pursuant to Section 906 of ~~Contents~~the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

~~SIGNATURES~~35 Table of Contents

~~In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.~~SIGNATURES

	CORNER GROWTH ACQUISITION CORP.
Date: November 27, 2024	By	/s/ Marvin Tien
		Marvin Tien, Co-Chairman, Chief Executive Officer, Director and Acting Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CORNER GROWTH ACQUISITION CORP.

Dated: July 16, 2025	By.	/s/ Xixuan Hei
		Xixuan Hei
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

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