UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

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

 For the fiscal year ended December 31, 2024

 OR

 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 001-41321

CORP.

 (Exact Name of Registrant as Specified in Its Charter)

 Cayman Islands

 N/A

 (State or Other Jurisdiction of

Incorporation or Organization)

 (I.R.S. Employer

Identification Number)

 60 Nexus Way, 4th Floor

 Camana Bay, PO Box 757,

Grand Cayman, KY1-9006

 (Address of Principal Executive Offices)

 1 345 640 4903

 (Registrant's telephone number, including
area code)

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

 Title of Each Class

 Trading Symbol(s)

 Name of Each Exchange on Which Registered

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

 (1)(2)

 Class A ordinary shares, included as part of the units

 (1)

 Redeemable warrants, included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50

 (1)(2)

 (1)
 On March 10, 2025, the Company, received a written notice
from the Listing Qualifications Department of The Nasdaq Stock Market indicating that the Company's shares, warrants and units
would be subject to suspension and delisting from The Nasdaq Global Market at the opening of business on March 17, 2025 due to the Company's
non-compliance with certain Nasdaq Listing Rules.

 (2)
 On November 7, 2024, the Company,
received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market indicating that the Company's warrants
and units would be subject to suspension and delisting from The Nasdaq Global Market at the opening of business on November 18, 2024
due to the Company's non-compliance with certain Nasdaq Listing Rules.

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

 None

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

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

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

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

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

 Large accelerated filer
 Accelerated filer

 Non-accelerated filer
 Smaller reporting company

 Emerging growth company

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

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

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

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

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

 As of June 30, 2024, the last business day of the Registrant's
most recently completed second fiscal quarter, the Registrant had 4,541,424 of its Class A ordinary shares, par value $0.0001 per share,
and 5,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding, respectively.

 As of April 8, 2025, there were 4,541,424 Class A ordinary
shares, par value $0.0001 per share and 5,750,000 Class B ordinary shares, par value $0.0001 per share, issued and outstanding,
respectively.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 table
of contents

 Page

 Certain Terms

 ii

 Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary

 iii

 iv

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity.

 Item 2. Property

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

 Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

 Item 8. Financial Statements and Supplementary Data.

 Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.

 Item 9A. Controls and Procedures.

 Item 9B. Other Information.

 Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation.

 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13. Certain Relationships and Related Transactions, and Director Independence

 Item 14. Principal Accountant Fees and Services.

 Item 15. Exhibit and Financial Statement Schedules.

 Item 16. Form 10-K Summary

 i

 Certain Terms

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

 "2024 SPAC Rules" are to the new rules
and regulations for SPACs adopted by the SEC on January 24, 2024, which became effective on July 1, 2024;

 "we," "us," "company"
or "our company" are to Patria Latin American Opportunity Acquisition Corp., a Cayman Islands exempted company;

 "amended and restated memorandum and articles
of association" are to the amended and restated memorandum and articles of association of the company as the same may be amended
from time to time;

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

 "directors" are to our current directors;

 "equity-linked securities" are to
any debt or equity securities of our company that are convertible into, exercisable or exchangeable for our Class A ordinary shares issued
in a financing transaction in connection with our initial business combination, including but not limited to a private placement of equity
or debt;

 "final prospectus" are to the Company's
final prospectus (File No. 333-254498), dated as of March 9, 2022, which was declared effective by the SEC on March 9, 2022;

 "founders" are to Ricardo Leonel Scavazza,
our Chairman of the Board, Jos Augusto Gon alves de Ara jo Teixeira, our Chief Executive Officer and director, Ana
Cristina Russo, our Chief Financial Officer, and Alexandre Teixeira de Assump o Saigh;

 "founder shares" are to Class B ordinary
shares initially purchased by our sponsor in a private placement prior to our initial public offering and the Class A ordinary shares
that will be issued concurrently with or immediately following the consummation of our initial business combination at the option of the
holders thereof or at any earlier date at the option of the holders thereof (where such holders have waived any right to receive funds
from the trust account);

 "initial shareholders" are to our
sponsor and each other holder of our founder shares upon the consummation of our initial public offering;

 "IPO" are to our initial public offering
that closed on March 14, 2022;

 "management" or our "management
team" are to our officers and directors;

 "ordinary shares" are to our Class
A ordinary shares and our Class B ordinary shares;

 "Patria" are to Patria Investments
Limited;

 "private placement warrants" are to
the warrants sold to our sponsor in a private placement simultaneously with the closing of our IPO and upon conversion of working capital
loans, if any;

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

 "public shareholders" are to the holders
of our public shares, including our initial shareholders and management team to the extent our initial shareholders and/or members of
our management team purchase public shares, provided that each initial shareholder's and member of our management team's status
as a "public shareholder" will only exist with respect to such public shares;

 "public warrants" are to the warrants
sold as part of the units in our IPO (whether they are purchased in our IPO or thereafter in the open market) and to the private placement
warrants if held by third parties other than our sponsor (or permitted transferees);

 "SPACs" are to special purpose acquisition
companies;

 "sponsor" are to Patria SPAC LLC,
a Cayman Islands limited liability company;

 "warrants" are to our public warrants
and private placement warrants; and

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

 ii

 Cautionary Note Regarding Forward-Looking Statements
and Risk Factor Summary

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

 our being a company with no operating history and no revenues;

 past performance of our management team, Patria, our sponsor, or their respective affiliates may not be indicative of future performance of an investment in us;

 our ability to select an appropriate target business or businesses;

 our ability to complete our initial business combination;

 our expectations around the performance of the prospective target business or businesses;

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

 our initial shareholders controlling the election of our board of directors and electing all of our directors;

 our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination;

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

 actual and potential conflicts of interests relating to Patria, and our sponsor, officers, directors, security holders, clients and their respective affiliates that may conflict with our interests;

 our pool of prospective target businesses, including opportunities in Latin America;

 our ability to consummate an initial business combination due to the uncertainty resulting from future pandemics and other geo-political events;

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

 the potential risks subsequent to our initial business combination with respect to where our assets are located, potential reincorporation elsewhere, where our directors and officers will reside and our directors' and officers' familiarity with U.S. securities laws;

 our public securities' potential liquidity and trading;

 iii

 the possibility that our initial shareholders may receive additional Class A ordinary shares based on our trading price and/or based on certain strategic transactions after our initial business combination;

 the potential risks associated with us being incorporated under the laws of the Cayman Islands;

 the limited market for our securities;

 the use of proceeds not held in the trust account or available to us from the realized gain on the investments held in the trust account;

 the performance of Latin American markets and the availability of a suitable target for an initial business combination transaction in Latin America; additional burdens that we may face in finding, investigating, agreeing to and completing an initial business combination transaction in Latin America; and additional risks in pursuing a target company with operations in Latin America that may negatively impact our operations following the business combination;

 the potential risks associated with acquiring and operating a business in foreign countries;

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

 our financial performance; or

 the other risks and uncertainties described under the heading "Item 1A. Risk Factors" and elsewhere in this annual report.

 Additionally, on January 24, 2024, the U.S. Securities
and Exchange Commission ("SEC") adopted the 2024 SPAC Rules (as defined below), which became effective on July 1, 2024, that
will affect SPAC (as defined below) business combination transactions. The 2024 SPAC Rules require, among other matters, (i) additional
disclosures relating to SPAC business combination transactions (ii) additional disclosures relating to dilution and to conflicts
of interest involving sponsors and their affiliates in both SPAC initial public offerings and business combination transactions; (iii)
additional disclosures regarding projections included in SEC filings in connection with proposed business combination transactions
and (iv) the requirement that both the SPAC and its target company be co-registrants for business combination registration statements.
In addition, the SEC's adopting release provided guidance describing circumstances in which a SPAC could become subject to regulation
under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the activities of
the SPAC and its management team in furtherance of such goals. The 2024 SPAC Rules may materially affect our ability to negotiate and
complete our initial business combination and may increase the costs and time related thereto.

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

 iv

 Item 1. Business

 Introduction

 We are a blank check company incorporated as a
Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses, which we refer to as our initial business combination. Our only activities
since inception have been organizational activities and those necessary to prepare for our IPO and to pursue a business combination. We
have not selected any business combination target, and we have not, nor has anyone on our behalf, initiated any substantive discussions,
directly or indirectly, with any business combination target. Our team has a history of executing transactions in multiple geographies
and under varying economic and financial market conditions. Although we may pursue an acquisition in a number of industries or geographies,
we intend to capitalize on the broader Patria Investments Limited, or Patria, platform where we believe a combination of our relationships,
knowledge and experience across industries and geographies can effect a positive transformation of an existing business.

 Our sponsor is an affiliate of Patria, a leading
global alternative asset manager. Given Patria's investment capabilities and the expectation that our company will leverage on Patria's
capabilities, we believe our team has the required investment, operational, due diligence and capital raising resources to affect a business
combination with an attractive target and to position it for long-term success in the public markets.

 While we may pursue an initial business combination
target in any industry or sector, geography, or stage, we intend to focus our search in Latin America and in sectors where Patria has
developed investment expertise (including but not limited to healthcare, food and beverage, logistics, agribusiness, education, and financial
services). We will pursue an initial business combination with an established business with scale, attractive growth prospects, high-quality
shareholders and management, and sustainable competitive advantages. We believe there is a large number of attractive businesses that
would benefit from the operational and value creation expertise we bring.

 Our sponsor, Patria SPAC LLC, is an affiliate
of Patria. We believe Patria offers a compelling value proposition and can help us with value creation for our target business, our shareholders
and our Sponsor. Patria is one of the leading private markets investment firms in Latin America in terms of capital raised. The Preqin
list of Private Equity asset managers in Latin America and Caribbean ranks Patria as number one in terms of total funds raised in the
last 10 years. As of December 31, 2024, Patria's assets under management, or AUM, was $41.9 billion. Patria's size and performance
over its 34-year history also make it one of the most significant emerging markets-based private markets investments managers. We intend
to leverage this unique proprietary investment framework and investment expertise with an established operational track record to generate
value in our target business through many operational levers, such as revenue growth via cross-selling with other portfolio companies,
margin expansion and premiums from green-field projects, relying on Patria's expertise to complement the business development competences
of our management.

 On January 26, 2021, Patria announced the closing
of its initial public offering of 34,613,647 of its Class A common shares at a public offering price of $17.00 per share. The shares began
trading on the Nasdaq Global Select Market on January 22, 2021, under the symbol "PAX."

 On December 1, 2021 Patria announced the closing
of its combination with Moneda Asset Management, or "Moneda," a leading asset manager headquartered in Chile. The transaction
creates a combined asset manager with nearly $24 billion in assets under management, which Patria expects will help solidify its private
equity, infrastructure and credit platforms in Latin America.

 The combination enhanced Patria's product
offering by adding the largest credit investment platform in Latin America, where Moneda manages nearly $5 billion and has generated market-leading
performance. Moneda also manages more than $450 million in private credit investments, adding to more than $200 million managed by Patria,
which Patria expects to be the foundation to pursue private credit product development in the region.

 Moneda also added a public equities
portfolio, and including Patria's Constructivist Equity Fund, or CEF, totaled $2.5 billion in public equities AUM. Within this
portfolio, the combination created the largest Constructivist Equity/CEF manager in the region with approximately $800 million in
assets under management, combining localized expertise in both Brazil and Chile. Complementary investor bases totaling more than 400
institutional clients present a significant cross selling opportunity for Moneda's products, which will continue to carry the
Moneda brand, offering Patria's global institutional investors access to yield-oriented products in the region.

 Patria's investment approach seeks to take
advantage of sizable opportunities in Latin America while mitigating risks such as macroeconomic and foreign exchange volatility. Patria
does so by focusing on resilient sectors—largely uncorrelated with macroeconomic factors—driving operational value creation
and partnering with entrepreneurs and management teams to develop some of the leading platforms in the region. Patria's strategy,
applied since 1994 in its flagship private equity products, has generated solid returns and sustained growth. As of December 31, 2024, Patria's total assets under management and fee earning assets under management were $41.9 billion and
$32.9 billion, respectively.

 We believe that Patria's historical returns
in U.S. dollars are particularly notable in view of the levels of currency volatility and historically limited use of leverage, which,
we also believe, makes Patria better investors focused on value creation, strategy execution and operational excellence, with more limited
reliance upon financial engineering. We expect to rely on Patria's expertise and track record to help our management to source an
attractive target business and build on Patria's extensive public company expertise to take advantage of value creation opportunities
by improving the target business's operations and accelerate its growth.

 As of December 31, 2024, Patria had a senior management
team, composed of 127 members. Most of Patria's partners have been working together for more than 15 years on average. Patria's
team includes more than 240 investment professionals and approximately 110 client coverage professionals based in S o Paulo, Santiago,
Montevideo, Buenos Aires, Bogot, Medell n, Buenos Aires, New York, Sausalito, London, Edinburgh, Dubai and Hong Kong.

 Company History

 On March 14, 2022, we consummated our initial
public offering, or the "IPO" of 23,000,000 units sold in our IPO, or the "Public Units," including the issuance
of 3,000,000 Units as a result of the underwriters exercise of the over-allotment option in full, at a price of $10.00 per Public Unit,
generating gross proceeds of $230,000,000. Simultaneously with the closing of our IPO, we consummated the sale of 14,500,000 Private Placement
Warrants, at a price of $1.00 per Private Placement Warrant, in a Private Placement to Patria SPAC LLC, or the "Sponsor,"
generating gross proceeds of $14,500,000.

 Of the net proceeds from the IPO, exercise of
the over-allotment option, and associated private placements, $236,900,000 of cash was placed in the Trust Account.

 We cannot assure you that our plans to complete
our initial business combination will be successful. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our
initial business combination and may increase the costs and time related thereto.

 On May 2, 2022, we announced that, commencing
May 4, 2022, holders of the 23,000,000 units sold in the IPO may elect to separately trade the Company's Class A Ordinary Shares
and the public warrants included in the units. The Patria Class A Ordinary Shares are traded under the symbol "PLAO".

 First Extension

 On June 12, 2023, we held an extraordinary
general meeting of our shareholders (the "2023 Extraordinary General Meeting"). At the 2023 Extraordinary General
Meeting, our shareholders approved amendments to our amended and restated memorandum and articles of association to extend the
termination date by which we have to consummate an initial business combination from June 14, 2023 to June 14, 2024, in addition to
other proposals. Accordingly, we now have up to June 14, 2024 to consummate our initial business combination. In connection with the
2023 Extraordinary General Meeting, shareholders holding an aggregate of 6,119,519 of our Class A ordinary shares exercised their
right to redeem their shares on June 14, 2023. Following such redemptions, 16,880,481 Class A ordinary shares remained outstanding
and subject to redemption and the Trust Account had a remainder balance of $180 million immediately following the withdrawal for
Class A ordinary shares redemption.

 Second Extension

 On June 12, 2024, we held another extraordinary
general meeting of our shareholders (the "2024 Extraordinary General Meeting"). At the 2024 Extraordinary General Meeting,
our shareholders approved further amendments to our amended and restated memorandum and articles of association to extend the termination
date by which we have to consummate an initial business combination from June 14, 2024 (the date which is 27 months from the closing date
of the Company's IPO) on a monthly basis for up to 15 times by an additional one month each time up to September 14, 2025 (the date
which is 42 months from the closing date of the Company's IPO), unless the closing of a Business Combination shall have occurred
prior thereto or such earlier date as determined by the Board, for a deposit, for each monthly extension, of the lesser of (i) $75,000
and (ii) $0.015 for each Class A ordinary share then outstanding. In connection with the 2024 Extraordinary General Meeting, shareholders
holding an aggregate of 12,339,057 of the Company's Class A ordinary shares exercised their right to redeem their shares at approximately
$11.45 per share or $141,300,945. Following such redemptions, 4,541,424 Class A ordinary shares remain outstanding and subject to redemption
and the Trust Account had a remainder balance of approximately $52 million immediately following the withdrawal for Class A ordinary shares
redemptions.

 Delisting of shares, warrants and units

 On November 7, 2024, the Company received a written
notice from the Listing Qualifications Department of Nasdaq indicating that the Company's warrants and units would be subject to
suspension and delisting from The Nasdaq Global Market at the opening of business on November 18, 2024 due to the Company's non-compliance
with: (i) in relation to the warrants, Nasdaq Listing Rule 5452(b)(C), which requires the Company to maintain an aggregate market value
of its outstanding warrants of at least $1 million; and (ii) in relation to the units, Nasdaq Listing Rule 5225(a)(1)(A), which requires
that all components of the unit comply with the requirements for continued listing.

 On March 10, 2025, the Company received another
written notice from the Listing Qualifications Department of Nasdaq indicating that the Company's shares, warrants and units would
be subject to suspension and delisting from The Nasdaq Global Market at the opening of business on March 17, 2025 due to the Company's
non-compliance with: IM-5101-2, which requires the company to complete a business combination within 36 months of the effectiveness of
its IPO registration statement.

 Initial Business Combination

 Our securities are no longer listed on Nasdaq.
The Nasdaq rules would have required that our initial business combination must occur with one or more target businesses that together
have an aggregate fair market value of at least 80% of the net assets held in the trust account (excluding the amount of deferred underwriting
commissions held in the trust account and taxes payable on the income earned on the trust account) at the time of signing the agreement
to enter into the initial business combination. Our board of directors will make the determination as to the fair market value of our
initial business combination upon standards generally accepted by the financial community. If our board of directors is not able to independently
determine the fair market value of the target business or businesses, or if we are considering an initial business combination with an
affiliated entity, such transaction would be subject to approval by a majority of our independent and disinterested directors. We would
not be required to obtain an opinion from a third party firm in such event to address whether the business combination is fair to our
public shareholders from a financial point of view. We do not intend to purchase multiple businesses in unrelated industries in conjunction
with our initial business combination. We also will not be permitted to effectuate our initial business combination with another blank
check company or a similar company with nominal operations. Subject to these limitations, our directors and executive officers have virtually
unlimited flexibility in identifying and selecting one or more prospective businesses.

 We may, at our option, pursue an acquisition opportunity
jointly with Patria, or one or more parties affiliated with Patria, including without limitation officers and affiliates of Patria, funds
associated with Patria or investors in such funds. Any such party may co-invest with us in the target business at the time of our initial
business combination, or we could raise additional proceeds to complete the acquisition by borrowing from or issuing to such parties a
class of equity or debt securities. The amount and other terms and conditions of any such joint acquisition or specified future issuance
would be determined at the time thereof.

 We anticipate structuring our initial business
combination so that the post-business combination company in which our public shareholders own shares will own or acquire 100% of the
equity interests or assets of the target business or businesses. We may, however, structure our initial business combination such that
the post-business combination company owns or acquires less than 100% of such interests or assets of the target business in order to meet
certain objectives of the prior owners of the target business, the target management team or shareholders or for other reasons. We will
only complete such business combination if the post-business combination company owns or acquires 50% or more of the outstanding voting
securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as
an investment company under the Investment Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination
company owns or acquires 50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively
own a minority interest in the post-business combination company, depending on the relative valuations ascribed to the target and us in
the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares
in exchange for all of the outstanding capital stock, shares or other equity interests of a target or issue a substantial number of new
shares to third parties in connection with financing our initial business combination. In this case, we would acquire a 100% controlling
interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior
to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business
combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-business
combination company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80%
of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be based on the
aggregate value of all of the target businesses and we will treat the target businesses together as the initial business combination for
purposes of a tender offer or for seeking shareholder approval, as applicable.

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

 Other Considerations

 We currently do not have any specific business
combination under consideration. Patria and our directors and officers are regularly made aware of potential business combination opportunities,
one or more of which we may desire to pursue. However, we have not selected any business combination target and we have not, nor has anyone
on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target.

 In addition, certain of our directors and
officers currently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities,
including without limitation Patria and funds associated with Patria or their current or former portfolio companies. These funds may
have overlapping investment objectives and potential conflicts may arise with respect to Patria's decision regarding how to
allocate investment opportunities among these funds. If any of our directors and officers becomes aware of a business combination
opportunity that is suitable for a fund or entity to which he or she has then-current fiduciary or contractual obligations
(including, without limitation, any funds associated with Patria or their current or former portfolio companies), then, subject to
their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present
such business combination opportunity to such fund or entity, before we can pursue such opportunity. If Patria, funds associated
with Patria or other entities decide to pursue any such opportunity, we may be precluded from pursuing the same. In addition,
investment ideas generated within or presented to Patria or our directors and executive officers may be suitable for both us and
Patria, a current or future Patria fund or one or more of their portfolio companies and, subject to applicable fiduciary duties or
contractual obligations, will first be directed to Patria, such fund, investment vehicle or portfolio company before being directed,
if at all, to us. However, we do not expect these fiduciary duties or contractual obligations to materially affect our ability to
identify and pursue business combination opportunities or to complete our initial business combination. Our amended and restated
memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as
a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging
directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or
expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate
opportunity (including with respect to any business transaction that may involve another Patria entity) for any director or officer,
on the one hand, and us, on the other. Accordingly, Patria and our directors or officers may not be obliged to present a business
combination opportunity to us.

 Our directors and officers or Patria or their
affiliates, including funds associated with Patria, may sponsor, form or participate in other blank check companies similar to ours during
the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in
pursuing an acquisition target, particularly in the event there is overlap among investment mandates and the director and officer teams.
However, we do not currently expect that any such other blank check company would materially affect our ability to identify and pursue
business combination opportunities or to complete our initial business combination.

 In addition, our officers and directors are not
required to commit any specified amount of time to our affairs, and, accordingly, may have conflicts of interest in allocating time among
various business activities, including identifying potential business combinations and monitoring the related due diligence. Moreover,
our officers and directors, including our chief executive officer, are and in the future will be required to commit time and attention
to Patria and current and future funds associated with Patria. To the extent any conflict of interest arises between, on the one hand,
us and, on the other hand, any of such entities (including, without limitation, arising as a result of certain of officers and directors
being required to offer acquisition opportunities to such entities), Patria and its affiliated funds will resolve such conflicts of interest
in their sole discretion in accordance with their then existing fiduciary, contractual and other duties and there can be no assurance
that such conflict of interest will be resolved in our favor.

 On March 9, 2022, we filed a Registration Statement
on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as amended, or
the Exchange Act. As a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention
of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our
initial business combination.

 Corporate Information

 Our executive offices are located at 60 Nexus
Way, 4th Floor, Camana Bay, PO Box 757, KY1-9006, Grand Cayman, Cayman Islands and our telephone number is +1 345-640-4903. Our website
and the information contained on, or that can be accessed through, the website is not deemed to be incorporated by reference in, and is
not considered part of, this annual report.

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

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

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

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

 Additionally, we are a "smaller reporting
company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates
did not equal or exceed $250 million as of the prior June 30, or (2) our annual revenues did not equal or exceed $100 million during such
completed fiscal year and the market value of our ordinary shares held by non-affiliates did not equal or exceed $700 million as of the
prior June 30.

 Effecting Our Initial Business Combination

 General

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

 If our initial business combination is paid for
using equity or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in
connection with our initial business combination or used for redemptions of our Class A ordinary shares, we may use the balance of the
cash released to us from the trust account following the closing for general corporate purposes, including for maintenance or expansion
of operations of the post-business combination company, the payment of principal or interest due on indebtedness incurred in completing
our initial business combination, to fund the purchase of other companies or for working capital.

 We have not selected any specific business
combination target and we have not, nor has anyone on our behalf, engaged in any substantive discussions, directly or indirectly,
with any business combination target with respect to an initial business combination with us. While we may pursue an initial
business combination target in any industry, we intend to focus our search on companies in the healthcare, food and beverage,
logistics, agribusiness, education and financial services sectors, primarily in Latin America. Accordingly, there is no current
basis for investors in our IPO to evaluate the possible merits or risks of the target business with which we may ultimately complete
our initial business combination.

 Although our management will assess the risks
inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result in our identifying
all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do
nothing to control or reduce the chances that those risks will adversely affect a target business.

 We may seek to raise additional funds through
a private offering of debt or equity securities in connection with the completion of our initial business combination and we may effectuate
our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In addition,
we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds from our IPO and the
sale of the private placement warrants, and, as a result, if the cash portion of the purchase price exceeds the amount available from
the trust account, net of amounts needed to satisfy any redemptions by public shareholders, we may be required to seek additional financing
to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we would expect to complete
such financing only simultaneously with the completion of our initial business combination. In the case of an initial business combination
funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing the initial business
combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval of such financing.
There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or through loans, advances
or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop
agreements. At this time, we are not a party to any arrangement or understanding with any third party with respect to raising any additional
funds through the sale of securities or otherwise. Neither our sponsor officers, directors or shareholders are required to provide any
financing to us in connection with or after our initial business combination.

 Sources of Target Businesses

 We anticipate that our officers and
directors, as well as their affiliates and our advisory committee members, may bring to our attention target business candidates of
which they become aware through their business contacts as a result of formal or informal inquiries or discussions they may have, as
well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities that
would not otherwise necessarily be available to us as a result of the track record and business relationships of our officers and
directors. In addition, various unaffiliated sources, including but not limited to investment bankers and private investment funds,
may bring target businesses to our attention as a result of being solicited by us through calls or mailings. These sources may also
introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources may
have read this annual report and know what types of businesses we are targeting. While we do not presently anticipate engaging the
services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage
these firms or other individuals in the future, in which event we may pay a finder's fee, consulting fee or other compensation
to be determined in an arm's length negotiation based on the terms of the transaction. We will engage a finder only to the
extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or
if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our best interest
to pursue. Payment of a finder's fee is customarily tied to completion of a transaction; in which case any such fee will be
paid out of the funds held in the trust account. In no event, however, will our sponsor or any of our existing officers or
directors, or any entity with which they are affiliated, be paid any finder's fee, consulting fee or other compensation by the
company prior to, or for any services they render in order to effectuate, the completion of our initial business combination
(regardless of the type of transaction that it is). In addition, commencing on the date of our final prospectus, we expect to pay
our sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, salaries or other cash compensation paid to
consultants to our sponsor, secretarial and administrative support services provided to members of our management team and other
expenses and obligations of our sponsor. Any such payments prior to our initial business combination will be made from funds held
outside the trust account. Other than the foregoing, there will be no finder's fees, reimbursement, consulting fee, monies in
respect of any payment of a loan or other compensation paid by us to our sponsor, officers or directors, or any affiliate of our
sponsor or officers prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial
business combination (regardless of the type of transaction that it is).

 We are not prohibited from pursuing an initial
business combination with a business combination target that is affiliated with our sponsor, officers, directors or funds managed by certain
of our affiliates, or from completing the business combination through a joint venture or other form of shared ownership with our sponsor,
officers, directors or funds managed by certain of our affiliates. In the event we seek to complete our initial business combination with
a business combination target that is affiliated with our sponsor, officers, directors or funds managed by certain of our affiliates,
such transaction would be subject to approval by a majority of our independent and disinterested directors. We would not be required to
obtain an opinion from a third party firm in such event to address whether the business combination is fair to our public shareholders
from a financial point of view.

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

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

 The time required to select and evaluate a target
business and to structure and complete our initial business combination, and the costs associated with this process, are not currently
ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with,
a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination. The company will not pay any consulting fees to members
of our management team, or any of their respective affiliates, for services rendered to or in connection with our initial business combination.

 Lack of Business Diversification

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

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

 cause us to depend on the marketing and sale of a single product or limited number of products or services.

 Limited Ability to Evaluate the Target's Management Team

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

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

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

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

 We may conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum and articles of association.
However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder
approval for business or other reasons.

 Permitted Purchases of Our Securities

 If we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer
rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or public warrants in
privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination.
There is no limit on the number of shares our initial shareholders, directors, officers, advisors or their affiliates may purchase in
such transactions, subject to compliance with applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions
to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the trust
account will be used to purchase shares or public warrants in such transactions. If they engage in such transactions, they will not make
any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases
are prohibited by Regulation M under the Exchange Act.

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

 The purpose of any such purchases of shares could
be to (i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval
of the business combination or (ii) to satisfy a closing condition in an agreement with a target that requires us to have a minimum net
worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise
not be met. The purpose of any such purchases of public warrants could be to reduce the number of public warrants outstanding or to vote
such warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination. Any such
purchases of our securities may result in the completion of our initial business combination that may not otherwise have been possible.

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

 Our sponsor, officers, directors and/or
their affiliates anticipate that they may identify the shareholders with whom our initial shareholders, officers, directors or their
affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt of
redemption requests submitted by shareholders (in the case of Class A ordinary shares) following our mailing of proxy materials in
connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates
enter into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election
to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not
such shareholder has already submitted a proxy with respect to our initial business combination but only if such shares have not
already been voted at the general meeting related to our initial business combination. Our sponsor, officers, directors, advisors or
any of their affiliates will select which shareholders to purchase shares from based on a negotiated price and number of shares and
any other factors that they may deem relevant and will only purchase shares if such purchases comply with Regulation M under the
Exchange Act and the other federal securities laws. Our sponsor, officers, directors and/or their affiliates will not make purchases
of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported
pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting
requirements.

 Redemption Rights for Public Shareholders upon Completion of
Our Initial Business Combination

 We will provide our public shareholders with the
opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to
the consummation of the initial business combination, including interest earned on the funds held in the trust account and not previously
released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations and on the conditions
described herein. The amount in the trust account was initially anticipated to be $10.30 per unit, and such amount may be increased by
up to $0.20 per unit in the event we decide to extend the time to consummate our business combination by a total of six months, as described
herein. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting
commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder must identify
itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination
with respect to our warrants. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they
have agreed to waive their redemption rights with respect to their founder shares and any public shares they may hold in connection with
the completion of our initial business combination.

 Limitations on Redemptions

 Our proposed initial business combination may
impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or
other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration
we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy
cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us,
we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will
be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances
or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop
arrangements, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

 Manner of Conducting Redemptions

 We will provide our public shareholders with
the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination
either (i) in connection with a general meeting called to approve the business combination or (ii) without a shareholder vote by
means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed business combination or conduct
a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the
transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock
exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require a tender offer rather
than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder
approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and outstanding
ordinary shares or seek to amend our amended and restated memorandum and articles of association would require shareholder
approval.

 The requirement that we provide our public shareholders
with the opportunity to redeem their public shares by one of the two methods listed above is contained in provisions of our amended and
restated memorandum and articles of association and will apply whether or not we maintain our registration under the Exchange Act. Such
provisions may be amended if approved by holders of two-thirds of our ordinary shares entitled to vote thereon, so long as we offer redemption
in connection with such amendment.

 If we provide our public shareholders with the
opportunity to redeem their public shares in connection with a general meeting, we will, pursuant to our amended and restated memorandum
and articles of association:

 conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

 file proxy materials with the SEC.

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

 If we seek shareholder approval, we will complete
our initial business combination only if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote
of a majority of the shareholders who attend and vote at a general meeting of the company. A quorum for such meeting will be present if
the holders of a majority of issued and outstanding shares entitled to vote at the meeting are represented in person or by proxy. Our
sponsor, officers and directors will count toward this quorum and, pursuant to the letter agreement, our sponsor, officers and directors
have agreed to vote their founder shares, shares underlying the private placement warrants and any public shares purchased during or after
our IPO (including in open market and privately-negotiated transactions) in favor of our initial business combination.

 On June 12, 2023, we held an extraordinary
general meeting of our shareholders (the "2023 Extraordinary General Meeting"). At the 2023 Extraordinary General
Meeting, our shareholders approved amendments to our amended and restated memorandum and articles of association to extend the
termination date by which we have to consummate an initial business combination from June 14, 2023 to June 14, 2024, in addition to
other proposals. Accordingly, we now have up to June 14, 2024 to consummate our initial business combination. In connection with the
2023 Extraordinary General Meeting, shareholders holding an aggregate of 6,119,519 of our Class A ordinary shares exercised their
right to redeem their shares on June 14, 2023. Following such redemptions, 16,880,481 Class A ordinary shares remained outstanding
and subject to redemption and the Trust Account had a remainder balance of $180 million immediately following the withdrawal for
Class A ordinary shares redemption. Pursuant to the extraordinary meeting, a deposit of $300,000 monthly is made into the Trust
Account to extend liquidation date. These deposits were paid through May 2024.

 On June 12, 2024, we held another extraordinary
general meeting of our shareholders (the "2024 Extraordinary General Meeting"). At the 2024 Extraordinary General Meeting,
our shareholders approved further amendments to our amended and restated memorandum and articles of association to extend the termination
date by which we have to consummate an initial business combination from June 14, 2024 (the date which is 27 months from the closing date
of the Company's IPO) on a monthly basis for up to 15 times by an additional one month each time up to September 14, 2025 (the date
which is 42 months from the closing date of the Company's IPO), unless the closing of a Business Combination shall have occurred
prior thereto or such earlier date as determined by the Board, for a deposit, for each monthly extension, of the lesser of (i) $75,000
and (ii) $0.015 for each Class A ordinary share then outstanding. In connection with the 2024 Extraordinary General Meeting, shareholders
holding an aggregate of 12,339,057 of the Company's Class A ordinary shares exercised their right to redeem their shares at approximately
$11.45 per share or $141,300,945. Following such redemptions, 4,541,424 Class A ordinary shares remain outstanding and subject to redemption
and the Trust Account had a remainder balance of approximately $52 million immediately following the withdrawal for Class A ordinary shares
redemptions. As a result, our initial shareholders now own approximately 55.9% of our issued and outstanding ordinary shares.

 For purposes of seeking approval of an
ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained.
These quorum and voting thresholds, and the voting agreement of our sponsor, officers and directors, may make it more likely that we
will consummate our initial business combination. Each public shareholder may elect to redeem their public shares irrespective of
whether they vote for or against the proposed transaction or whether they were a public shareholder on the record date for the
general meeting held to approve the proposed transaction.

 If a shareholder vote is not required and we do
not decide to hold a shareholder vote for business or other legal reasons, we will:

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

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

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

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

 We intend to require our public shareholders seeking
to exercise their redemption rights, whether they are record holders or hold their shares in "street name," to, at the holder's
option, either deliver their share certificates to our transfer agent or deliver their shares to our transfer agent electronically using
the Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian) system, prior to the date set forth in the proxy materials
or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled
vote on the proposal to approve the initial business combination. In addition, if we conduct redemptions in connection with a shareholder
vote, we intend to require a public shareholder seeking redemption of its public shares to also submit a written request for redemption
to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included.
The proxy materials or tender offer documents, as applicable, that we will furnish to holders of our public shares in connection with
our initial business combination will indicate whether we are requiring public shareholders to satisfy such delivery requirements. We
believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action
from the redeeming public shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial
business combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares
delivered by public shareholders who elected to redeem their shares.

 Our proposed initial business combination may
impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or
other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration
we would be required to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy
cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available to us,
we will not complete the initial business combination or redeem any shares, and all Class A ordinary shares submitted for redemption will
be returned to the holders thereof. We may, however, raise funds through the issuance of equity-linked securities or through loans, advances
or other indebtedness in connection with our initial business combination, including pursuant to forward purchase agreements or backstop
arrangements, in order to, among other reasons, satisfy such net tangible assets or minimum cash requirements.

 Limitation on Redemption Upon Completion of Our Initial Business
Combination If We Seek Shareholder Approval

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

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

 Delivering Share Certificates in Connection with the Exercise
of Redemption Rights

 As described above, consistent with past redemptions,
we intend to require our public shareholders seeking to exercise their future redemption rights, whether they are record holders or hold
their shares in "street name," to, at the holder's option, either deliver their share certificates to our transfer agent
or deliver their shares to our transfer agent electronically using the Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian)
system, prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this
date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition,
if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public
shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the
name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish
to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders
to satisfy such delivery requirements. Accordingly, a public shareholder would have up to two business days prior to the scheduled vote
on the initial business combination if we distribute proxy materials, or from the time we send out our tender offer materials until the
close of the tender offer period, as applicable, to submit or tender its shares if it wishes to seek to exercise its redemption rights.
In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as
applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic
delivery of their public shares.

 There is a nominal cost associated with the above-referenced
process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the
broker submitting or tendering shares a fee of approximately $80.00 and it would be up to the broker whether or not to pass this cost
on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise redemption
rights to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the
timing of when such delivery must be effectuated.

 Any request to redeem such shares, once
made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable.
Furthermore, if a holder of a public share delivered its certificate in connection with an election of redemption rights and
subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply request that the
transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed to holders
of our public shares electing to redeem their shares will be distributed promptly after the completion of our initial business
combination.

 If our initial business combination is not approved
or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem
their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered
by public holders who elected to redeem their shares.

 Redemption of Public Shares and Liquidation if No Initial Business
Combination

 Our amended and restated memorandum and articles
of association provide that we have only the Combination Period to complete our initial business combination. If we have not completed
our initial business combination within such period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares then outstanding, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the
trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders
(including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in each
case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements
of applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless
if we fail to complete our initial business combination within the allotted time period.

 Our sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the trust account with
respect to any founder shares held by them if we fail to complete our initial business combination within the Combination Period. However,
if our sponsor or management team acquire public shares after our IPO, they will be entitled to liquidating distributions from the trust
account with respect to such public shares if we fail to complete our initial business combination within the allotted time period.

 Our sponsor, officers and directors have agreed,
pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within the Combination Period or (B) with
respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity, unless we
provide our public shareholders with the opportunity to redeem their public shares upon approval of any such amendment at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares.

 We expect that all costs and expenses
associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining
outside the trust account at the time of IPO, although we cannot assure you that there will be sufficient funds for such purpose.
However, if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to
the extent that there is any interest accrued in the trust account not required to pay income taxes on the realized gain on the
investments held in the trust account, we may request the trustee to release to us an additional amount of up to $100,000 of such
accrued interest to pay those costs and expenses.

 If we were to expend all of the net proceeds
from our IPO and the sale of the private placement warrants, other than the proceeds deposited in the trust account after taking
into account the additional deposits in connection with the extension of the Combination Period, and without taking into account
interest, if any, earned on the trust account, the per-share redemption amount received by shareholders upon our dissolution would
be approximately $10.30. The funds deposited in the trust account could, however, become subject to the claims of our creditors
which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual per-share
redemption amount received by shareholders will not be substantially less than $10.30. While we intend to pay such amounts, if any,
we cannot assure you that we will have funds sufficient to pay or provide for all creditors' claims.

 Although we will seek to have most vendors, service
providers, prospective target businesses and other entities with which we do business execute agreements with us waiving any right, title,
interest or claim of any kind in or to any monies held in the trust account for the benefit of our public shareholders, there is no guarantee
that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against
the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well
as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our
assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies
held in the trust account, our management will consider whether competitive alternatives are reasonably available to us and will only
enter into an agreement with such third-party if management believes that such third party's engagement would be in the best interests
of the company under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver
include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly
superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider
willing to execute a waiver. BDO USA, P.C., our independent registered public accounting firm, and the underwriters of our IPO will not
execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account,
our sponsor has agreed that it will be liable to us if and to the extent any claims by a third party (other than BDO USA, P.C., our independent
registered public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have entered
into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds
in the trust account to below the lesser of (i) $10.30 per unit and (ii) the actual amount per public share held in the trust account
as of the date of the liquidation of the trust account, if less than $10.30 per unit due to reductions in the value of the trust assets,
less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed
a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to
any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities under the Securities
Act. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified whether
our sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our sponsor's only assets are securities
of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if any such
claims were successfully made against the trust account, the funds available for our initial business combination and redemptions could
be reduced to less than $10.30 per unit. In such event, we may not be able to complete our initial business combination, and you would
receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify
us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

 In the event that the funds in the trust
account are reduced below the lesser of (i) $10.30 per unit and (ii) the actual amount per public share held in the trust account as
of the date of the liquidation of the trust account if less than $10.30 per unit due to reductions in the value of the trust assets,
in each case less taxes payable, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has
no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action
against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take
legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such
legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent
directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the
actual value of the per-share redemption price will not be less than $10.30 per unit.

 We will seek to reduce the possibility that our
sponsor has to indemnify the trust account due to claims of creditors by endeavoring to have most vendors, service providers, prospective
target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of
any kind in or to monies held in the trust account. Our sponsor will also not be liable as to any claims under our indemnity of the underwriters
of our IPO against certain liabilities, including liabilities under the Securities Act. We have access to up to $2,310,000 from the proceeds
from our IPO with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently
estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve
for claims and liabilities is insufficient, shareholders who received funds from our trust account could be liable for claims made by
creditors. In the event that our offering expenses exceed our estimate of $690,000, we may fund such excess with funds from the funds
not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by
a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate of $690,000, the amount of funds
we intend to be held outside the trust account would increase by a corresponding amount.

 If we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the funds held in the trust account could
be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third
parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete the trust account,
we cannot assure you we will be able to return $10.30 per unit to our public shareholders. Additionally, if we file a bankruptcy or winding-up
petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by
shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a "preferential transfer"
or a "fraudulent conveyance." As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received
by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may
have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from
the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these
reasons.

 Our public shareholders will be entitled to receive
funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete our initial business combination
within the Combination Period, (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles of
association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within the Combination Period or (B) with
respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity or (iii)
if they redeem their respective shares for cash upon the completion of our initial business combination. In no other circumstances will
a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection
with our initial business combination, a shareholder's voting in connection with the business combination alone will not result
in a shareholder's redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have
also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association,
like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

 Conflicts of Interest

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

 Facilities

 We currently utilize office space at 60 Nexus
Way, 4th Floor, Camana Bay, PO Box 757, KY1-9006, Grand Cayman, Cayman Islands. We consider our current office space adequate for our
current operations.

 Employees

 We currently have two officers: Jos Augusto
Gon alves de Ara jo Teixeira and Ana Cristina Russo. These individuals are not obligated to devote any specific number of
hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our
initial business combination. The amount of time they will devote in any time period will vary based on whether a target business has
been selected for our initial business combination and the stage of the business combination process we are in. We do not intend to have
any full-time employees prior to the completion of our initial business combination.

 Item 1A. Risk Factors

 An investment in our securities involves a
high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in
this annual report on Form 10-K and the prospectus associated with our IPO, before making a decision to invest in our securities. If any
of the following events occur, our business, financial condition and operating results may be materially adversely affected. In that event,
the trading price of our securities could decline, and you could lose all or part of your investment.

 General Risk Factors

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

 We are a blank check company incorporated under
the laws of the Cayman Islands, and all of our activities to date have been related to our formation, our IPO and our search for a business
combination target. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business
objective of completing our initial business combination. We have no plans, arrangements or understandings with any prospective target
business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete our
initial business combination, we will never generate any operating revenues.

 Past performance by our management team, our sponsor and their
affiliates, including investments and transactions in which they have participated and businesses with which they have been associated
such as Patria, may not be indicative of future performance of an investment in the Company.

 Information regarding our management team
and their affiliates, including investments and transactions in which they have participated and businesses with which they have
been associated, including Patria, is presented for informational purposes only. Any past experience, reputation, public company
expertise, region-wide network, and performance by our management team and their affiliates and the businesses with which they have
been associated, such as Patria, is not a guarantee that we will be able to (i) successfully identify a suitable candidate for our
initial business combination, (ii) have any competitive advantage in sourcing or consummating one or more business combinations,
(iii) improve the target business's operations or accelerate its growth, (iv) rely on Patria's scalable process,
investment teams and analytical tools to source, diligence, manage investments; or (v) provide positive returns to our shareholders,
or of any results with respect to any initial business combination we may consummate. You should not rely on the historical
experiences of our management team and their affiliates, including investments and transactions in which they have participated and
businesses with which they have been associated, including Patria, as indicative of the future performance of an investment in us or
as indicative of every prior investment by each of the members of our management team or their affiliates. The market price of our
securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may experience losses
on their investment in our securities.

 Cyber incidents or attacks directed at us could result in information
theft, data corruption, operational disruption and/or financial loss.

 We depend on digital technologies, including information
systems, infrastructure and cloud applications and services, including those of third parties with which we may deal. Sophisticated and
deliberate attacks on, or security breaches in, our systems or infrastructure, or the systems or infrastructure of third parties or the
cloud, could lead to corruption or misappropriation of our assets, proprietary information and sensitive or confidential data. As an early
stage company without significant investments in data security protection, we may not be sufficiently protected against such occurrences.
We may not have sufficient resources to adequately protect against, or to investigate and remediate any vulnerability to, cyber incidents.
It is possible that any of these occurrences, or a combination of them, could have adverse consequences on our business and lead to financial
loss.

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

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

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

 We are an "emerging growth company"
within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to, not
being required to comply with the auditor internal controls attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements
of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously
approved. As a result, our shareholders may not have access to certain information they may deem important. We could be an emerging growth
company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our
Class A ordinary shares held by non-affiliates equals or exceeds $700 million as of any June 30 before that time, in which case we would
no longer be an emerging growth company as of the following December 31. We cannot predict whether investors will find our securities
less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance
on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading
market for our securities and the trading prices of our securities may be more volatile.

 Further, 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 a 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 an election to opt out is irrevocable. We have 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, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or
revised standard. This may make comparison of our financial statements with another public company which is neither an emerging
growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible
because of the potential differences in accounting standards used.

 Additionally, we are a "smaller reporting
company" as defined in Rule 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of any fiscal year for so long as either (1) the market value of our ordinary shares held by non-affiliates
did not exceed $700 million as of the prior June 30, or (2) our annual revenues did not exceed $700 million during such completed fiscal
year and the market value of our ordinary shares held by non-affiliates did not exceed $700 million as of the prior June 30. To the extent
we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies
difficult or impossible.

 Compliance obligations under the Sarbanes-Oxley Act may make
it more difficult for us to effectuate our initial business combination, require substantial financial and management resources, and increase
the time and costs of completing an initial business combination.

 Section 404 of the Sarbanes-Oxley Act required
that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending
December 31, 2023. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an
emerging growth company, will we be required to comply with the independent registered public accounting firm attestation requirement
on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be required
to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on
us as compared to other public companies because a target business with which we seek to complete our initial business combination may
not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the
internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete
any such business combination.

 Management concluded that there was substantial doubt about our
ability to continue as a "going concern."

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, as of December
31, 2024, the Company does not have sufficient cash and working capital to sustain its operations, which raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans concerning this matter are also described in Note
1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 As of December 31, 2024, we had $2,121 cash held
outside of the Trust Account and working capital of $(5,270,953). Further, we have incurred and expect to continue to incur significant
costs in pursuit of our financing and acquisition plans. Our plans to raise capital and to consummate our initial business combination
may not be successful. These conditions raise substantial doubt about our ability to continue as a going concern. Management's plans
to address this need for capital are discussed under "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations" of this Annual Report. The financial statements do not include any adjustments relating to the recovery
of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a
going concern.

 We have identified material weaknesses in our internal control over financial
reporting. If we are unable to maintain an effective system of disclosure controls and procedures and internal control over
financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect
investor confidence in us and materially and adversely affect our business and financial results.

 In our fiscal year ended December 31, 2023, we identified
a material weakness related to errors in the presentation and disclosures of financial and non-financial components of the financial
statements.

 In the preparation of the Company's
annual report for fiscal year 2024, we identified material weakness related to incorrect input used in the valuation methodology for
the Company's warrant liabilities. These errors were corrected in the financial statements attached to our annual report on
Form 10-K for the year ended December 31, 2024. As part of such process, management concluded that material weaknesses in internal
control over financial reporting existed related to the process of presentation and disclosure and valuation.

 A material weakness is a deficiency, or combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis. Effective internal controls are necessary
for us to provide reliable financial reports and prevent fraud. We have and continue to take steps to remediate the material weakness,
but there is no assurance that any remediation efforts will ultimately have the intended effects.

 If we identify any new material weaknesses in
the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or
disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable
to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange
listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot
assure stockholders that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential
future material weaknesses.

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

 We are an exempted company incorporated under
the laws of the Cayman Islands. As a result, it may be difficult for investors to effect service of process within the United States upon
our directors or officers, or enforce judgments obtained in the United States courts against our directors or officers.

 Our corporate affairs will be governed by our
amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented or amended from time to
time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the United States. The rights
of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities of our directors
to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law of the Cayman Islands
is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common law, the decisions
of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our shareholders and
the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under statutes or judicial
precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities laws as compared
to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted bodies of corporate
law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a Federal court of the
United States.

 We have been advised by Maples and Calder
(Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize or enforce
against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities laws of
the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us
predicated upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the
liabilities imposed by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in
the Cayman Islands of judgments obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign
money judgment of a foreign court of competent jurisdiction without retrial on the merits based on the principle that a judgment of
a competent foreign court imposes upon the judgment debtor an obligation to pay the sum for which judgment has been given provided
certain conditions are met. For a foreign judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive
and for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in
respect of the same matter, impeachable on the grounds of fraud or obtained in a manner, or be of a kind the enforcement of which
is, contrary to natural justice or the public policy of the Cayman Islands (awards of punitive or multiple damages may well be held
to be contrary to public policy). A Cayman Islands Court may stay enforcement proceedings if concurrent proceedings are being
brought elsewhere.

 As a result of all of the above, public shareholders
may have more difficulty in protecting their interests in the face of actions taken by management, members of the board of directors or
controlling shareholders than they would as public shareholders of a United States company.

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

 Our public shareholders may not be afforded an opportunity to
vote on our proposed initial business combination, and even if we hold a vote, holders of our founder shares will participate in such
vote, which means we may complete our initial business combination even though a majority of our public shareholders do not support such
a combination.

 We may choose not to hold a shareholder vote to
approve our initial business combination unless the business combination would require shareholder approval under applicable law or stock
exchange listing requirements. In such case, the decision as to whether we will seek shareholder approval of a proposed business combination
or will allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based
on a variety of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to
seek shareholder approval. Even if we seek shareholder approval, the holders of our founder shares will participate in the vote on such
approval. Accordingly, we may complete our initial business combination even if holders of a majority of our issued and outstanding ordinary
shares do not approve of the business combination we complete.

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

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

 Because of our limited resources and the significant competition
for business combination opportunities, it may be more difficult for us to complete our initial business combination. If we are unable
to complete our initial business combination within the required time period, our public shareholders may receive only their pro rata
portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will expire worthless.

 We expect to encounter competition from
other entities having a business objective similar to ours, including private investors (which may be individuals or investment
partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we
intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and
effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these
competitors possess similar or greater technical, human and other resources to ours or more local industry knowledge than we do and
our financial resources will be relatively limited when contrasted with those of many of these competitors. While we believe there
are numerous target businesses we could potentially acquire with the net proceeds from our IPO and the sale of the private placement
warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by
our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of
certain target businesses. In addition, as our strategy is to focus on business combination targets in Latin America, where there is
a more limited pool of targets, we may be unable to find a suitable business combination target. Furthermore, we are obligated to
offer holders of our public shares the right to redeem their shares for cash at the time of our initial business combination in
conjunction with a shareholder vote or via a tender offer. Target companies will be aware that this may reduce the resources
available to us for our initial business combination. Any of these obligations may place us at a competitive disadvantage in
successfully negotiating a business combination. If we are unable to complete our initial business combination within the required
time period, our public shareholders may receive only their pro rata portion of the funds in the trust account that are available
for distribution to public shareholders, and our warrants will expire worthless.

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

 We may seek to enter into a business combination
transaction agreement with a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for
working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. If too many public shareholders
exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not be able to proceed with
the business combination. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any
shares that are redeemed in connection with a business combination and such amount of deferred underwriting commission is not available
for us to use as consideration in an initial business combination. Furthermore, in no event will we redeem our public shares in an amount
that would cause our net tangible assets, after payment of the deferred underwriting commissions, to be less than any net tangible asset
or cash requirement that may be contained in the agreement relating to our initial business combination. Consequently, if accepting all
properly submitted redemption requests would cause our net tangible assets, after payment of the deferred underwriting commissions, to
be less than such amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption of our
public shares and the related business combination, and we may instead search for an alternate business combination. Prospective targets
will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us. If we are able to consummate
an initial business combination, the per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the
deferred underwriting commissions.

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

 At the time we enter into an agreement for
our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore will
need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our
initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase price, or
requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the trust account to meet
such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than
we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the trust account or
arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence
of indebtedness at higher than desirable levels. Furthermore, this dilution would increase to the extent that the anti-dilution
provision of the Class B ordinary shares results in the issuance of Class A ordinary shares on a greater than one-to-one basis upon
conversion of the Class B ordinary shares at the time of our initial business combination. In addition, the amount of the deferred
underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed in connection with an
initial business combination. The per-share amount we will distribute to shareholders who properly exercise their redemption rights
will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will continue to
reflect our obligation to pay the entire deferred underwriting commissions. The above considerations may limit our ability to
complete the most desirable business combination available to us or optimize our capital structure.

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

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

 Because our trust account is expected to contain approximately
$10.30 per Class A ordinary share at the time of our initial business combination, public shareholders may be more incentivized to redeem
their public shares at the time of our initial business combination.

 Our trust account is expected to contain approximately
$10.30 per Class A ordinary share at the time of our initial business combination. This is different than some other similarly structured
blank check companies for which the trust account only contains approximately $10.00 per Class ordinary share. As a result of the additional
funds receivable by public shareholders upon redemption of public shares, our public shareholders may be more incentivized to redeem their
public shares.

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

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

 We may not be able to complete our initial business combination
within the Combination Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our
public shares and liquidate.

 We may not be able to find a suitable target
business and complete our initial business combination within the Combination Period. Our ability to complete our initial business
combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks
described herein. For example, if there is another pandemic both in the U.S. and globally and, while the extent of the impact of
such pandemic on us will depend on future developments, it could limit our ability to complete our initial business combination,
including as a result of increased market volatility, decreased market liquidity and third-party financing being unavailable on
terms acceptable to us or at all. Additionally, such pandemic may negatively impact businesses we may seek to acquire. If we have
not completed our initial business combination within such time period, we will: (i) cease all operations except for the purpose of
winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares then
outstanding, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of
interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely
extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if
any) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to provide for
claims of creditors and in all cases subject to the other requirements of applicable law.

 If we are unable to consummate our initial business combination
within the prescribed time frame, our public shareholders may be forced to wait beyond such time frame before redemption from our trust
account.

 If we are unable to consummate our initial business
combination within the Combination Period, the funds then on deposit in the trust account, including interest earned on the funds held
in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses),
will be used to fund the redemption of our public shares, as further described herein. Any redemption of public shareholders from the
trust account will be effected automatically by function of our amended and restated memorandum and articles of association prior to any
voluntary winding up. If we are required to wind-up or liquidate the trust account and distribute such amount therein, pro rata, to our
public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with the applicable
provisions of the Companies Act. In that case, investors may be forced to wait beyond the Combination Period before the redemption proceeds
of our trust account become available to them, and they receive the return of their pro rata portion of the funds from our trust account.
We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless we consummate our initial
business combination prior thereto and only then in cases where investors have sought to redeem their Class A ordinary shares. Only upon
our redemption or any liquidation will public shareholders be entitled to distributions if we are unable to complete our initial business
combination.

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

 Our initial shareholders own approximately 55.9%
of our issued and outstanding ordinary shares as of December 31, 2024. Our initial shareholders and management team also may from time
to time purchase Class A ordinary shares prior to our initial business combination. Our amended and restated memorandum and articles of
association provide that, if we seek shareholder approval of an initial business combination, such initial business combination will be
approved if we receive an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders
who attend and vote at a general meeting of the company, including the founder shares. If we seek shareholder approval of our initial
business combination, the agreement by our initial shareholders and management team to vote in favor of our initial business combination
will increase the likelihood that we will receive an ordinary resolution, being the requisite shareholder approval for such initial business
combination.

 If we seek shareholder approval of our initial business combination,
our sponsor, initial shareholders, directors, officers, advisors and their affiliates may elect to purchase shares or public warrants
from public shareholders, which may influence a vote on a proposed business combination and reduce the public "float" of our
Class A ordinary shares.

 If we seek shareholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the
tender offer rules, our sponsor, initial shareholders, directors, officers, advisors or their affiliates may purchase shares or
public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our
initial business combination, although they are under no obligation to do so. There is no limit on the number of shares our initial
shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance with
applicable law. Additionally, at any time at or prior to our initial business combination, subject to applicable securities laws
(including with respect to material non-public information), our initial shareholders, directors, officers, advisors or their
affiliates may enter into transactions with investors and others to provide them with incentives to acquire public shares, vote
their public shares in favor of our initial business combination or not redeem their public shares. However, they have no current
commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such
transactions. None of the funds in the trust account will be used to purchase shares or public warrants in such transactions. Such
purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our shares, is no
longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

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

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

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

 We will comply with the proxy rules or tender
offer rules, as applicable, when conducting redemptions in connection with our initial business combination. Despite our compliance with
these rules, if a shareholder fails to receive our proxy materials or tender offer documents, as applicable, such shareholder may not
become aware of the opportunity to redeem its shares. In addition, proxy materials or tender offer documents, as applicable, that we will
furnish to holders of our public shares in connection with our initial business combination will describe the various procedures that
must be complied with in order to validly tender or submit public shares for redemption. For example, we intend to require our public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in "street name,"
to, at the holder's option, either deliver their share certificates to our transfer agent, or to deliver their shares to our transfer
agent electronically prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy
materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination.
In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption
of its public shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote
in which the name of the beneficial owner of such shares is included. In the event that a shareholder fails to comply with these or any
other procedures disclosed in the proxy or tender offer materials, as applicable, its shares may not be redeemed. See the section of this
annual report entitled "Item 1. Business—Effecting Our Initial Business Combination—Delivering Share Certificates in
Connection with the Exercise of Redemption Rights."

 We may be unable to obtain additional financing to complete our
initial business combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon
a particular business combination.

 We have not selected any specific business
combination target but intend to target businesses with enterprise values that are greater than we could acquire with the net
proceeds from our IPO and the sale of the private placement warrants. As a result, if the cash portion of the purchase price exceeds
the amount available from the trust account, net of amounts needed to satisfy any redemption by public shareholders, we may be
required to seek additional financing to complete such proposed initial business combination. We cannot assure you that such
financing will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to
obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial
business combination, we would be compelled to either restructure the transaction or abandon that particular business combination
and seek an alternative target business candidate. Further, we may be required to obtain additional financing in connection with the
closing of our initial business combination for general corporate purposes, including for maintenance or expansion of operations of
the post-business combination businesses, the payment of principal or interest due on indebtedness incurred in completing our
initial business combination, or to fund the purchase of other companies. If we are unable to complete our initial business
combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available
for distribution to public shareholders, and our warrants will expire worthless. In addition, even if we do not need additional
financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target
business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of
the target business. None of our officers, directors, advisors or shareholders is required to provide any financing to us in
connection with or after our initial business combination.

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

 Although we have identified general criteria and
guidelines, including geographic area, for evaluating prospective target businesses, it is possible that a target business with which
we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination
with a target that does not meet some or all of these guidelines, such combination may not be as successful as a combination with a business
that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target
that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their redemption rights, which may
make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain
amount of cash. In addition, if shareholder approval of the transaction is required by law, or we decide to obtain shareholder approval
for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business combination if the
target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our
public shareholders may only receive their pro rata portion of the funds in the trust account that are available for distribution to public
shareholders, and our warrants will expire worthless.

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

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

 Resources could be wasted in researching business
combinations that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with
another business. If we are unable to complete our initial business combination, our public shareholders may only receive their pro
rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants will
expire worthless.

 We anticipate that the investigation of each specific
target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for accountants, attorneys, consultants and others. If we decide not to
complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be
recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our initial business
combination for any number of reasons including those beyond our control. Any such event will result in a loss to us of the related costs
incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable
to complete our initial business combination, our public shareholders may only receive their pro rata portion of the funds in the trust
account that are available for distribution to public shareholders, and our warrants will expire worthless.

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

 When evaluating the desirability of effecting
our initial business combination with a prospective target business, our ability to assess the target business's management may
be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business's management,
therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target
business's management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and
profitability of the post-combination business may be negatively impacted. Accordingly, any shareholders who choose to remain shareholders
following the business combination could suffer a reduction in the value of their shares. Such shareholders are unlikely to have a remedy
for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors
of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws
that the proxy solicitation or tender offer materials, as applicable, relating to the business combination contained an actionable material
misstatement or material omission.

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

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

 Moreover, in pursuing our business combination
strategy, we may seek to effectuate our initial business combination with a privately held company. Very little public information generally
exists about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination
on the basis of limited information, which may result in a business combination with a company that is not as profitable (if at all) as
we believed at the time of signing an agreement to acquire such private company or that fails to meet the projections upon which our valuation
may be based.

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

 In pursuing our business combination strategy,
we may seek to effectuate our initial business combination with a privately held company. Very little public information generally exists
about private companies, and we could be required to make our decision on whether to pursue a potential initial business combination on
the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected,
if at all.

 The officers and directors of an acquisition candidate may resign
upon completion of our initial business combination. The loss of a business combination target's key personnel could negatively
impact the operations and profitability of our post-combination business.

 The role of an acquisition candidate's key
personnel upon the completion of our initial business combination cannot be ascertained at this time. Although we contemplate that certain
members of an acquisition candidate's management team will remain associated with the acquisition candidate following our initial
business combination, it is possible that members of the management of an acquisition candidate will not wish to remain in place.

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

 In March 2021, one of our officers paid $25,000,
or approximately $0.004 per share, to cover certain of our offering costs, in exchange for an aggregate of 7,187,500 founder shares, which
were temporarily issued to such officer until such shares were transferred to our sponsor in April 2021. In February 2022, our sponsor
forfeited 1,437,500 founder shares for no consideration, remaining with 5,750,000 founder shares. The purchase price of the founder shares
was determined by dividing the amount of expenses paid on behalf of the company by the number of founder shares issued. The number of
founder shares outstanding was determined based on the expectation that the total size of our IPO would be a maximum of 23,000,000 units,
which was the case given the over-allotment option was exercised in full, and therefore that such founder shares would represent 20% of
the outstanding shares after our IPO. The founder shares will be worthless if we do not complete an initial business combination. In addition,
our sponsor has purchased an aggregate of 14,500,000 private placement warrants for an aggregate purchase price of $14,500,000, or $1.00
per warrant. The private placement warrants will also be worthless if we do not complete our initial business combination. The personal
and financial interests of our officers and directors may influence their motivation in identifying and selecting a target business combination,
completing an initial business combination and influencing the operation of the business following the initial business combination. This
risk may become more acute as the Combination Period nears, which is the deadline for our completion of an initial business combination.

 Because we must furnish our shareholders with target business
financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective
target businesses.

 The federal proxy rules require that the proxy
statement with respect to the vote on an initial business combination include historical and pro forma financial statement disclosure.
We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required
under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting
principles generally accepted in the United States of America, or "GAAP" or international financial reporting standards as
issued by the International Accounting Standards Board, or "IFRS" depending on the circumstances and the historical financial
statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board, or "PCAOB."
These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable
to provide such financial statements in time for us to disclose such statements in accordance with federal proxy rules and complete our
initial business combination within the prescribed time frame.

 If the net proceeds from our IPO and the sale of the private
placement warrants not being held in the trust account are insufficient to allow us to operate for at least the Combination Period, it
could limit the amount available to fund our search for a target business or businesses and complete our initial business combination,
and we will depend on loans from our sponsor, their affiliates, including Patria, or our management team to fund our search and to complete
our initial business combination.

 Of the net proceeds from our IPO, and the sale
of the private placement warrants, only up to $2,310,000 was available to us initially outside the trust account to fund our working capital
requirements. Our sponsor, their affiliates, including Patria, and members of our management team are under no obligation to advance funds
to us in such circumstances. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants
to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a "no-shop"
provision (a provision in letters of intent or merger agreements designed to keep target businesses from "shopping" around
for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed
business combination, although we do not have any current intention to do so. If we entered into a letter of intent or merger agreement
where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether
as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect
to, a target business.

 If we are required to seek additional capital,
we would need to borrow funds from our sponsor, their affiliates, including Patria, our management team or other third parties to operate
or may be forced to liquidate. Neither our sponsor, their affiliates, including Patria, members of our management team nor any of their
affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held
outside the trust account or from funds released to us upon completion of our initial business combination. Up to $2,000,000 of such loans
may be convertible into private placement warrants of the post-business combination entity at a price of $1.00 per warrant at the option
of the lender. Such warrants would be identical to the private placement warrants. Prior to the completion of our initial business combination,
we do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will
be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. Any such event
in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time. If we are unable to
complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations
and liquidate the trust account. Consequently, our public shareholders may only receive an estimated $10.30 per unit, or possibly less,
on our redemption of our public shares, and our warrants will expire worthless.

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

 Even if we conduct due diligence on a target business
with which we combine, we cannot assure you that this diligence will identify all material issues that may be present within a particular
target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors
outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced to later
write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses.
Even if our due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize
in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate
impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about us or our
securities. In addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result
of assuming pre-existing debt held by a target business or by virtue of our obtaining debt financing to partially finance the initial
business combination or thereafter. Accordingly, any shareholders or warrant holders who choose to remain shareholders or warrant holders
following the business combination could suffer a reduction in the value of their securities. Such shareholders or warrant holders are
unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach
by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private
claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business combination
contained an actionable material misstatement or material omission.

 If third parties bring claims against us, the funds held in the
trust account could be reduced and the per-share redemption amount received by shareholders may be less than $10.30 per unit.

 Our placing of funds in the trust account may
not protect those funds from third party claims against us. Although we will seek to have all vendors, service providers, prospective
target businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim
of any kind in or to any monies held in the trust account for the benefit of our public shareholders, such parties may not execute such
agreements, or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including,
but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the
enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds
held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account,
our management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with
such third party if management believes that such third party's engagement would be in the best interests of the company under the
circumstances. BDO USA, P.C., our independent registered public accounting firm, and the underwriters of our IPO will not execute agreements
with us waiving such claims to the monies held in the trust account.

 Examples of possible instances where we may engage
a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills
are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases
where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we have not completed
our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our initial
business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against
us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public shareholders could be less
than the $10.30 per unit initially held in the trust account, due to claims of such creditors. Pursuant to the letter agreement included
as an exhibit to the registration statement for our IPO, our sponsor has agreed that it will be liable to us if and to the extent any
claims by a third party (other than BDO USA, P.C., our independent registered public accounting firm) for services rendered or products
sold to us, or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar
agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.30 per unit
and (ii) the actual amount per unit held in the trust account as of the date of the liquidation of the trust account, if less than $10.30
per unit due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims
by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether
or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain
liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to reserve for such indemnification
obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we believe
that our sponsor's only assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to
satisfy those obligations. As a result, if any such claims were successfully made against the trust account, the funds available for our
initial business combination and redemptions could be reduced to less than $10.30 per unit. In such event, we may not be able to complete
our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your public
shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors
and prospective target businesses.

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

 In the event that the funds in the trust
account are reduced below the lesser of (i) $10.30 per unit and (ii) the actual amount per public share held in the trust account as
of the date of the liquidation of the trust account if less than $10.30 per unit due to reductions in the value of the trust assets,
in each case less taxes payable, and our sponsor asserts that it is unable to satisfy his obligations or that he has no
indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action
against our sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take
legal action on our behalf against our sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular
instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount
recoverable or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose
not to enforce these indemnification obligations, the amount of funds in the trust account available for distribution to our public
shareholders may be reduced below $10.30 per unit.

 The securities in which we invest the funds held in the trust
account could bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption
amount received by public shareholders may be less than $10.30 per unit.

 The proceeds held in the trust account are invested
only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations. While short-term U.S. government
treasury obligations currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central
banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has
not ruled out the possibility that it may in the future adopt similar policies in the United States. In the event that we do not to complete
our initial business combination or make certain amendments to our amended and restated memorandum and articles of association, our public
shareholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any realized gain on the investments
held in the trust account thereon and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution
expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received
by public shareholders may be less than $10.30 per unit.

 If, after we distribute the funds in the trust account to our
public shareholders, we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against
us that is not dismissed, a bankruptcy or insolvency court may seek to recover such proceeds, and the members of our board of directors
may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and us
to claims of punitive damages.

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

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

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

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

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

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

 There is no requirement under the Companies Act
for us to hold annual or extraordinary general meetings to appoint directors. Until we hold an annual general meeting, public shareholders
may not be afforded the opportunity to appoint directors and to discuss company affairs with management. Our board of directors is divided
into three classes with only one class of directors being appointed in each year and each class (except for those directors appointed
prior to our first general meeting) serving a three-year term. In addition, as holders of our Class A ordinary shares, our public shareholders
will not have the right to vote on the appointment of directors until after the consummation of our initial business combination or the
conversion of all of our Class B ordinary shares.

 We may not be able to complete an initial business combination
with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations or review by a U.S.
government entity, such as the Committee on Foreign Investment in the United States ("CFIUS").

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

 Because we are neither limited to evaluating a target business
in a particular industry sector nor have we selected any target businesses with which to pursue our initial business combination, you
will be unable to ascertain the merits or risks of any particular target business's operations.

 Although we expect to invest in a Latin American
company, our efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector
or geographic region. While we may pursue an initial business combination opportunity in any industry or sector, we intend to capitalize
on the ability of our management team to identify and acquire a business or businesses that can benefit from our management team's
established global relationships and operating experience. Our management team has extensive experience in identifying and executing strategic
investments globally and has done so successfully in a number of sectors, including healthcare, food and beverage, logistics, agribusiness,
education and financial services, among other sectors. Our amended and restated memorandum and articles of association prohibit us from
effectuating a business combination with another blank check company or similar company with nominal operations. Because we have not yet
selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible
merits or risks of any particular target business's operations, results of operations, cash flows, liquidity, financial condition
or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business
operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established
record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development
stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we cannot
assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete
due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances
that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove
to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly,
any shareholders who choose to remain shareholders following the business combination could suffer a reduction in the value of their securities.
Such shareholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction
was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully
bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business
combination contained an actionable material misstatement or material omission.

 If we consider an initial business combination with an affiliated
entity or if our board of directors is not able to independently determine the fair market value of the target business, such transaction
would be subject to approval by a majority of our independent and disinterested directors. We would not be required to obtain an opinion
from a third party firm in such event to address whether the business combination is fair to our public shareholders from a financial
point of view, and consequently, you may have no assurance from an independent source that the price we are paying for the business is
fair to our shareholders from a financial point of view.

 If our board of directors is not able to independently
determine the fair market value of the target business or businesses, or if we are considering an initial business combination with an
affiliated entity, such transaction would be subject to approval by a majority of our independent and disinterested directors. We would
not be required to obtain an opinion from a third party firm in such event to address whether the business combination is fair to our
public shareholders from a financial point of view. If no opinion is obtained, our shareholders will be relying on the judgment of a majority
of our independent and disinterested directors, who will determine fair market value based on standards generally accepted by the financial
community. Such standards used will be disclosed in our proxy materials or tender offer documents, as applicable, related to our initial
business combination. Although the fairness to our company from a financial point of view of a domestic or international target business
affiliated with our sponsor, officers, directors, existing holders or funds managed by certain of our affiliates, including Patria, is
subject to the approval by a majority of our independent and disinterested directors, potential conflicts of interest still may exist
and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent
any dependence on Patria or conflicts of interest.

 We may engage the underwriters or one of their affiliates to
provide additional services to us after our IPO, which may include acting as financial advisor in connection with an initial business
combination or as placement agent in connection with a related financing transaction. The underwriters are entitled to receive deferred
commissions that will be released from the trust only on the completion of an initial business combination. These financial incentives
may cause the underwriters to have potential conflicts of interest in rendering any such additional services to us after our IPO, including,
for example, in connection with the sourcing and consummation of an initial business combination.

 We may engage the underwriters or one of their
affiliates to provide additional services to us after our IPO, including, for example, identifying potential targets, providing financial
advisory services, acting as a placement agent in a private offering or arranging debt financing. We may pay the underwriters or their
affiliates fair and reasonable fees or other compensation that would be determined at that time in an arm's length negotiation;
provided that no agreement was entered into with the underwriters or their affiliates and no fees or other compensation for such services
was paid to the underwriters or their affiliates prior to the date that is 60 days from the date of our final prospectus, unless such
payment would not be deemed underwriting compensation in connection with our IPO. The underwriters are also entitled to receive deferred
commissions that are conditioned on the completion of an initial business combination. The fact that the underwriters or their affiliates'
financial interests are tied to the consummation of a business combination transaction may give rise to potential conflicts of interest
in providing any such additional services to us, including potential conflicts of interest in connection with the sourcing and consummation
of an initial business combination.

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

 The founder shares may be converted into Class
A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis,
subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to
further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed
issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder
shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving
effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued,
or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company
in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked
securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business
combination and any private placement warrants to be issued to our 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 basis.

 We may issue notes or other debt securities, or otherwise incur
substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively
impact the value of our shareholders' investment in us.

 Although we have no commitments as of December
31, 2024 to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt
to complete our initial business combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained
from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the trust account. As such, no
issuance of debt will affect the per-share amount available for redemption from the trust account. Nevertheless, the incurrence of debt
could have a variety of negative effects, including:

 default
and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

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

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

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

 our
inability to pay dividends on our Class A ordinary shares;

 using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our Class A ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes;

 limitations
on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;

 increased
vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;
and

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

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

 The net proceeds from our IPO, the private placement
of warrants and the additional amounts we deposited in the trust account, after giving effect to the redemptions of $65,163,747 in June
2023 and $141,300,945 in June 2024, provides us with approximately $52 million that we may use to complete our initial business combination
(after taking into account the outstanding $4,025,000 of deferred underwriting commissions being held in the trust account). We may effectuate
our initial business combination with a single target business or multiple target businesses simultaneously or within a short period of
time. However, we may not be able to effectuate our initial business combination with more than one target business because of various
factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements
with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a
combined basis. By completing our initial business combination with only a single entity, our lack of diversification may subject us to
numerous economic, competitive and regulatory developments. Further, we would not be able to diversify our operations or benefit from
the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business
combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

 solely
dependent upon the performance of a single business, property or asset, or

 dependent
upon the development or market acceptance of a single or limited number of products, processes or services.

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

 We may attempt to simultaneously complete business combinations
with multiple prospective targets, which may hinder our ability to complete our initial business combination and give rise to increased
costs and risks that could negatively impact our operations and profitability.

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

 We may seek business combination opportunities with a high degree
of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.

 We may seek business combination opportunities
with large, highly complex companies that we believe would benefit from operational improvements. While we intend to implement such improvements,
to the extent that our efforts are delayed or we are unable to achieve the desired improvements, the business combination may not be as
successful as we anticipate.

 To the extent we complete our initial business
combination with a large complex business or entity with a complex operating structure, we may also be affected by numerous risks inherent
in the operations of the business with which we combine, which could delay or prevent us from implementing our strategy. Although our
management team will endeavor to evaluate the risks inherent in a particular target business and its operations, we may not be able to
properly ascertain or assess all of the significant risk factors until we complete our business combination. If we are not able to achieve
our desired operational improvements, or the improvements take longer to implement than anticipated, we may not achieve the gains that
we anticipate. Furthermore, some of these risks and complexities may be outside of our control and leave us with no ability to control
or reduce the chances that those risks and complexities will adversely impact a target business. Such combination may not be as successful
as a combination with a smaller, less complex organization.

 Our management may not be able to maintain control of a target
business after our initial business combination. We cannot provide assurance that, upon loss of control of a target business, new management
will possess the skills, qualifications or abilities necessary to profitably operate such business.

 We may structure our initial business combination
so that the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests
or assets of a target business, but we will only complete such business combination if the post-business combination company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for
us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that
does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the target, our
shareholders prior to the business combination may collectively own a minority interest in the post-business combination company, depending
on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we issue
a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other equity interests
of a target, or issue a substantial number of new shares to third-parties in connection with financing our initial business combination.
In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new Class
A ordinary shares, our shareholders immediately prior to such transaction could own less than a majority of our issued and outstanding
Class A ordinary shares subsequent to such transaction. In addition, other minority shareholders may subsequently combine their holdings
resulting in a single person or group obtaining a larger share of the company's shares than we initially acquired. Accordingly,
this may make it more likely that our management will not be able to maintain control of the target business.

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

 Our proposed initial business combination
may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working
capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions. As a result, we may be able
to complete our initial business combination even though a substantial majority of our public shareholders do not agree with the
transaction and have redeemed their shares or, if we seek shareholder approval of our initial business combination and do not
conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, have entered into
privately negotiated agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In
the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted
for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed
the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A
ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate
business combination.

 Certain agreements related to our IPO may be amended without
shareholder approval.

 Each of the agreements related to our IPO to which
we are a party, other than the warrant agreement (except for provisions of the warrant agreement enabling amendments without shareholder
or warrant holder approval that are necessary in the good faith determination of our board of directors (taking into account then existing
market precedents) to allow for the warrants to be classified as equity in our financial statements) and the investment management trust
agreement, may be amended without shareholder approval. Such agreements are: the underwriting agreement; the letter agreement among us
and our initial shareholders, sponsor, officers and directors; the registration rights agreement among us and our initial shareholders;
the private placement warrants purchase agreement between us and our sponsor; and the administrative services agreement among us, our
sponsor and an affiliate of our sponsor. These agreements contain various provisions that our public shareholders might deem to be material.
For example, our letter agreement and the underwriting agreement contain certain lock-up provisions with respect to the founder shares,
private placement warrants and other securities held by our initial shareholders, sponsor, officers and directors. Amendments to such
agreements would require the consent of the applicable parties thereto and would need to be approved by our board of directors, which
may do so for a variety of reasons, including to facilitate our initial business combination. While we do not expect our board of directors
to approve any amendment to any of these agreements prior to our initial business combination, it may be possible that our board of directors,
in exercising its business judgment and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement.
Any amendment entered into in connection with the consummation of our initial business combination will be disclosed in our proxy materials
or tender offer documents, as applicable, related to such initial business combination, and any other material amendment to any of our
material agreements will be disclosed in a filing with the SEC. Any such amendments would not require approval from our shareholders,
may result in the completion of our initial business combination that may not otherwise have been possible, and may have an adverse effect
on the value of an investment in our securities. For example, amendments to the lock-up provision discussed above may result in our initial
shareholders selling their securities earlier than they would otherwise be permitted, which may have an adverse effect on the price of
our securities.

 Our initial shareholders control a substantial interest in us
and thus may exert substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.

 Our initial shareholders own approximately 55.9%
of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on actions requiring a shareholder
vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association.
If our initial shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions,
this would increase their control. Neither our initial shareholders nor, to our knowledge, any of our officers or directors, have any
current intention to purchase additional securities, other than as disclosed in this annual report. Factors that would be considered in
making such additional purchases would include consideration of the current trading price of our Class A ordinary shares. In addition,
our board of directors, whose members are appointed by our sponsor, is divided into three classes, each of which will generally serve
for a terms for three years with only one class of directors being appointed in each year. We may not hold an annual general meeting to
appoint new directors prior to the completion of our initial business combination, in which case all of the current directors will continue
in office until at least the completion of the business combination. If there is an annual general meeting, as a consequence of our "staggered"
board of directors, only a minority of the board of directors will be considered for appointment and our initial shareholders, because
of their ownership position, have considerable influence regarding the outcome. Accordingly, our initial shareholders will continue to
exert control at least until the completion of our initial business combination.

 As the number of special purpose acquisition companies evaluating
targets increases, attractive targets may become scarcer and there may be more competition for attractive targets. This could increase
the cost of our initial business combination and could even result in our inability to find a target or to consummate an initial business
combination.

 In recent years, the number of special purpose
acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies
have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for
an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets
may be available to consummate an initial business combination.

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

 Risks Relating to Our Sponsor and Their Affiliates and Our Management
Team

 We are dependent upon our founders and officers and their loss
could adversely affect our ability to operate.

 Our operations are dependent upon a relatively
small group of individuals and, in particular, our founders and officers, many of whom are affiliated with Patria. We believe that our
success depends on the continued service of our founders and officers, at least until we have completed our initial business combination.
In addition, our founders and officers are not required to commit any specified amount of time to our affairs and, accordingly, may have
conflicts of interest in allocating their time among various business activities, including identifying potential business combinations
and monitoring the related due diligence. We do not have an employment agreement with, or key-man insurance on the life of, any of our
founders or officers. The unexpected loss of the services of one or more of our founders or officers could have a detrimental effect on
us.

 Our ability to successfully effect our initial business combination
and to be successful thereafter will be dependent upon the efforts of our key personnel, some of whom may join us following our initial
business combination. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

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

 Our key personnel may negotiate employment or consulting agreements
with a target business in connection with a particular business combination, and a particular business combination may be conditioned
on the retention or resignation of such key personnel. These agreements may provide for them to receive compensation following our initial
business combination and as a result, may cause them to have conflicts of interest in determining whether a particular business combination
is the most advantageous.

 Our key personnel may be able to remain with
our company after the completion of our initial business combination only if they are able to negotiate employment or consulting
agreements in connection with the business combination. Such negotiations would take place simultaneously with the negotiation of
the business combination and could provide for such individuals to receive compensation in the form of cash payments and/or our
securities for services they would render to us after the completion of the business combination. Such negotiations also could make
such key personnel's retention or resignation a condition to any such agreement. The personal and financial interests of such
individuals may influence their motivation in identifying and selecting a target business, subject to their fiduciary duties under
Cayman Islands law.

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

 Our officers, directors and advisory board members
are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest in allocating their
time between our operations and our search for a business combination and their other businesses. We do not intend to have any full-time
employees prior to the completion of our initial business combination. Each of our officers is engaged in other business endeavors for
which he may be entitled to substantial compensation, and our officers are not obligated to contribute any specific number of hours per
week to our affairs. Our independent directors also serve as officers and board members for other entities. If our officers', directors'
and advisory board members' other business affairs require them to devote substantial amounts of time to such affairs in excess
of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our
ability to complete our initial business combination. For a complete discussion of our officers' and directors' other business
affairs, please see "Item 10. Directors, Executive Officers and Corporate Governance—Directors and Executive Officers."

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

 Until we consummate our initial business combination,
we intend to engage in the business of identifying and combining with one or more businesses. Each of our officers and directors presently
has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which such
officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, they may have conflicts
of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved
in our favor and a potential target business may be presented to another entity prior to its presentation to us, subject to their fiduciary
duties under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted
by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed
by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and
(ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter
which may be a corporate opportunity for any director or officer on the one hand, and us, on the other.

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

 For a complete discussion of our officers'
and directors' business affiliations and the potential conflicts of interest that you should be aware of, please see "Item
10. Directors, Executive Officers and Corporate Governance— Directors and Executive Officers," "Item 10. Directors,
Executive Officers and Corporate Governance—Conflicts of Interest" and "Item 13. Certain Relationships and Related Transactions,
and Director Independence."

 Our officers, directors, security holders and their respective
affiliates, including Patria, may have competitive pecuniary interests that conflict with our interests.

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

 The personal and financial interests of our directors
and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination.
Consequently, our directors' and officers' discretion in identifying and selecting a suitable target business may result in
a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate
and in our shareholders' best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter
of Cayman Islands law and we or our shareholders might have a claim against such individuals for infringing on our shareholders'
rights. See the section titled "Item 10. Directors, Executive Officers and Corporate Governance—Conflicts of Interest"
for further information on the ability to bring such claims. However, we might not ultimately be successful in any claim we may make against
them for such reason.

 We may engage in a business combination with one or more target
businesses that have relationships with entities that may be affiliated with our sponsor, officers, directors, funds managed by certain
of our affiliates, including Patria, or existing holders which may raise potential conflicts of interest.

 In light of the involvement of our sponsor, officers
and directors with other entities, we may decide to acquire one or more businesses affiliated with our sponsor, officers, directors, existing
holders or funds managed by certain of our affiliates, including Patria. Our directors also serve as officers and board members for other
entities, including, without limitation, those described under "Item 10. Directors, Executive Officers and Corporate Governance—Conflicts
of Interest." Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are
not currently aware of any specific opportunities for us to complete our initial business combination with any entities with which they
are affiliated, including entities affiliated with Patria, and there have been no substantive discussions concerning a business combination
with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated
entities, including Patria, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business
combination as set forth in "Item 1. Business—Effecting Our Initial Business Combination—Evaluation of a Target Business
and Structuring of Our Initial Business Combination" and such transaction was approved by a majority of our independent and disinterested
directors. We would not be required to obtain an opinion from a third party firm in such event to address whether the business combination
is fair to our public shareholders from a financial point of view. We are dependent on, and may have conflicts of interests with, Patria.
We expect to rely on Patria's experience, reputation, region-wide network, as well as its scalable process, investment teams and
analytical tools in sourcing, conducting due diligence, and managing investments to be able to (i) successfully identify a suitable candidate
for our initial business combination, (ii) source and consummate one or more business combinations, and (iii) improve the target business's
operations and accelerate its growth, among other goals. Despite our efforts, there is no assurance that our reliance on Patria may result
in an initial business combination or in positive results to our shareholders. Also, our sponsor, and certain of our officers, directors,
existing holders or funds managed by certain of our affiliates, including Patria, may have interests that conflict with ours. Despite
being subject to approval by a majority of our independent and disinterested directors regarding the fairness to our company from a financial
point of view of a business combination with one or more domestic or international businesses affiliated with our sponsor, officers, directors,
existing holders or funds managed by certain of our affiliates, including Patria, potential conflicts of interest still may exist and,
as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be absent any dependence
on Patria or conflicts of interest.

 Certain members of our board of directors and management team
may be involved in and have a greater financial interest in the performance of other entities affiliated with our sponsor, including Patria,
and such activities may create conflicts of interest in making decisions on our behalf.

 Certain of our directors and members of our
management team may be subject to a variety of conflicts of interest relating to their responsibilities to our sponsor and its other
affiliates, including Patria. Such individuals may serve as members of management or a board of directors (or in similar such
capacity) to various other affiliated entities. Such positions may create a conflict between the advice and investment opportunities
provided to such entities and the responsibilities owed to us. The other entities in which such individuals may currently be or may
become involved may have investment objectives that overlap with ours. Furthermore, certain of our principals and employees may have
a greater financial interest in the performance of such other affiliated entities, including Patria, than our performance. Such
involvement may create conflicts of interest in sourcing investment opportunities on our behalf and on behalf of such other
entities.

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

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

 The increased cost and decreased availability
of directors and officers liability insurance could make it more difficult and more expensive for us to negotiate an initial business
combination. In order to obtain directors and officers liability insurance or modify its coverage as a result of becoming a public company,
the post-business combination entity might need to incur greater expense, accept less favorable terms or both. However, any failure to
obtain adequate directors and officers liability insurance could have an adverse impact on the post-business combination's ability
to attract and retain qualified officers and directors.

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

 Risks Relating to Our Securities

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

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

 Nasdaq delisted our securities from trading on its exchange,
which could limit investors' ability to make transactions in our securities and subject us to additional trading restrictions.

 On March 10, 2025, the Company received written
notice from the Listing Qualifications Department of Nasdaq indicating that the Company's shares, warrants and units would be subject
to suspension and delisting from The Nasdaq Global Market at the opening of business on March 17, 2025 due to the Company's non-compliance
with: IM-5101-2, which requires the company to complete a business combination within 36 months of the effectiveness of its IPO registration
statement.

 As our securities are no longer listed on Nasdaq,
we are no longer required by Nasdaq to complete a business combination having an aggregate fair market value of at least 80% of the net
assets held in the trust account (excluding the amount of deferred underwriting commissions held in the trust account). This allows us
to acquire a target business valued substantially below the amount of funds in our trust account.

 We do not currently expect that we are able to
list our securities on another national securities exchange. We expect our securities could be quoted on an over-the-counter market. As
a result, we could face significant material adverse consequences, including:

 a
limited availability of market quotations for our securities;

 reduced
liquidity for our securities;

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

 a
limited amount of news and analyst coverage; and

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

 The National Securities Markets Improvement Act
of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred
to as "covered securities." If our units, Class A ordinary shares and warrants were listed on Nasdaq, our units, Class A ordinary
shares and warrants would qualify as covered securities under the statute. However, as our securities are no longer listed on Nasdaq,
our securities do not qualify as covered securities under the statute and we are subject to regulation in each state in which we offer
our securities. Certain state securities regulators view blank check companies unfavorably and might use their powers, or threaten to
use their powers, to hinder the sale of securities of blank check companies in their states.

 Holders of our public shares are not entitled to vote on the
appointment of directors prior to our initial business combination.

 Prior to our initial business combination or the
conversion of all of our Class B ordinary shares, only holders of Class B ordinary shares have the right to appoint directors in any general
meeting. Holders of our public shares will not be entitled to vote on the appointment of directors during such time. Accordingly, holders
of our public shares may not have any say in the management of our company prior to the completion of an initial business combination
or the conversion of all of our Class B ordinary shares.

 You are not entitled to protections normally afforded to investors
of many other blank check companies.

 Since the net proceeds of our IPO and the sale
of the private placement warrants are intended to be used to complete an initial business combination with a target business that has
not been selected, we may be deemed to be a "blank check" company under the United States securities laws. However, because
we have net tangible assets in excess of $5,000,000 as of the completion of our IPO and the sale of the private placement warrants and
we filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated
by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors are not afforded the benefits or protections
of those rules. Among other things, this means our units were immediately tradable and we have a longer period of time to complete our
initial business combination than do companies subject to Rule 419. Moreover, if our IPO were subject to Rule 419, that rule would have
prohibited the release of any interest earned on funds held in the trust account to us unless and until the funds in the trust account
were released to us in connection with our completion of an initial business combination.

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

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

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

 Our warrant agreement provides that, subject to
applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement, including
under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for
the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive
forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent
an inconvenient forum.

 Notwithstanding the foregoing, these provisions
of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing
or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions
in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions of our warrant agreement,
is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York
(a "foreign action") in the name of any holder of our warrants, such holder shall be deemed to have consented to: (x) the
personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such
court to enforce the forum provisions (an "enforcement action"), and (y) having service of process made upon such warrant
holder in any such enforcement action by service upon such warrant holder's counsel in the foreign action as agent for such warrant
holder.

 This choice-of-forum provision may limit a warrant
holder's ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage
such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement inapplicable or unenforceable with respect
to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters
in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result
in a diversion of the time and resources of our management and board of directors.

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

 The SEC's adopting release with
respect to the 2024 SPAC Rules provided guidance relating to the potential status of SPACs as investment companies subject to
regulation under the Investment Company Act and the regulations thereunder. Whether a SPAC is an investment company is dependent on
specific facts and circumstances and we can give no assurance that a claim will not be made that we have been operating as an
unregistered investment company.

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

 restrictions
on the nature of our investments; and

 restrictions
on the issuance of securities,

 each
of which may make it difficult for us to complete our initial business combination.

 In addition, we may have imposed upon us burdensome requirements, including:

 registration
as an investment company with the SEC;

 adoption
of a specific form of corporate structure; and

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

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

 We do not believe that our anticipated principal
activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account may only be invested in
United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which
invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in
other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted
at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or
private equity fund), we intend to avoid being deemed an "investment company" within the meaning of the Investment Company
Act. Our IPO was not intended for persons who are seeking a return on investments in government securities or investment securities. The
trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business
combination; (ii) the redemption of any public shares properly submitted in connection with a shareholder vote to amend our amended and
restated memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
the Combination Period or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial business
combination activity; or (iii) absent an initial business combination within the Combination Period, our return of the funds held in the
trust account to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed
above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance
with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability
to complete a business combination. If we are unable to complete our initial business combination, our public shareholders may only receive
their pro rata portion of the funds in the trust account that are available for distribution to public shareholders, and our warrants
will expire worthless.

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

 If the issuance of the Class A ordinary shares
upon exercise of the warrants is not registered, qualified or exempt from registration or qualification under the Securities Act and applicable
state securities laws, holders of warrants will not be entitled to exercise such warrants and such warrants may have no value and expire
worthless. In such event, holders who acquired their warrants as part of a purchase of units have paid the full unit purchase price solely
for the Class A ordinary shares included in the units.

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

 If the Class A ordinary shares issuable upon exercise
of the warrants are not registered under the Securities Act, under the terms of the warrant agreement, holders of warrants who seek to
exercise their warrants will not be permitted to do so for cash and, instead, will be required to do so on a cashless basis, in which
case the number of Class A ordinary shares that the holders of warrants will receive upon cashless exercise will be based on a formula
subject to a maximum number of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment).

 In no event will warrants be exercisable for cash
or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance
of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption
from registration or qualification is available.

 If our Class A ordinary shares are at the time
of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of "covered securities"
under Section 18(b)(1) of the Securities Act, we may, at our option, not permit holders of warrants who seek to exercise their warrants
to do so for cash and, instead, require them to do so on a cashless basis in accordance with Section 3(a)(9) of the Securities Act; in
the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares
underlying the warrants under applicable state securities laws, and in the event we do not so elect, we will use our commercially reasonable
efforts to register or qualify the shares underlying the warrants under applicable state securities laws to the extent an exemption is
not available.

 In no event will we be required to net cash settle
any warrant, or issue securities (other than upon a cashless exercise as described above) or other compensation in exchange for the warrants
in the event that we are unable to register or qualify the shares underlying the warrants under the Securities Act or applicable state
securities laws. Our ability to require holders of our warrants to exercise such warrants on a cashless basis after we call the warrants
for redemption or if there is no effective registration statement covering the Class A ordinary shares issuable upon exercise of these
warrants will cause holders to receive fewer Class A ordinary shares upon their exercise of the warrants than they would have received
had they been able to pay the exercise price of their warrants in cash.

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

 The grant of registration rights to our initial shareholders
and holders of our private placement warrants may make it more difficult to complete our initial business combination, and the future
exercise of such rights may adversely affect the market price of our Class A ordinary shares.

 Our initial shareholders and their permitted transferees
can demand that we register the Class A ordinary shares into which founder shares are convertible, holders of our private placement warrants
and their permitted transferees can demand that we register the private placement warrants and the Class A ordinary shares issuable upon
exercise of the private placement warrants, and holders of securities that may be issued upon conversion of working capital loans may
demand that we register such units, shares, warrants or the Class A ordinary shares issuable upon exercise of such warrants. We will bear
the cost of registering these securities. The registration and availability of such a significant number of securities for trading in
the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the registration
rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of the target
business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative impact
on the market price of our Class A ordinary shares that is expected when the ordinary shares owned by our initial shareholders, holders
of our private placement warrants or holders of our working capital loans or their respective permitted transferees are registered.

 We may issue additional Class A ordinary shares or preferred
shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.
We may also issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of
our initial business combination as a result of the anti-dilution provisions contained therein. Any such issuances would dilute the interest
of our shareholders and likely present other risks.

 Our amended and restated memorandum and articles
of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary
shares, par value $0.0001 per share, and 1,000,000 preferred shares, par value $0.0001 per share. There are 177,000,000 and 14,250,000
authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not
take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B
ordinary shares. The Class B ordinary shares may be converted into Class A ordinary shares concurrently with or immediately following
the consummation of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein and
in our amended and restated memorandum and articles of association, including in certain circumstances in which we issue Class A ordinary
shares or equity-linked securities related to our initial business combination. We have, there will be no preferred shares issued and
outstanding.

 We may issue a substantial number of additional
Class A ordinary shares or preferred shares to complete our initial business combination or under an employee incentive plan after completion
of our initial business combination. We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio
greater than one-to-one at the time of our initial business combination as a result of the anti-dilution provisions as set forth therein.
However, our amended and restated memorandum and articles of association provide, among other things, that prior to our initial business
combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or
(ii) vote as a class with our public shares (a) on any initial business combination or (b) to approve an amendment to our amended and
restated memorandum and articles of association to (x) extend the time we have to consummate a business combination beyond 27 months from
the closing of our IPO or (y) amend the foregoing provisions. These provisions of our amended and restated memorandum and articles of
association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder
vote. The issuance of additional ordinary or preferred shares:

 may
significantly dilute the equity interest of investors in our IPO;

 may
subordinate the rights of holders of Class A ordinary shares if preferred shares are issued with rights senior to those afforded our
Class A ordinary shares;

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

 may
have the effect of delaying or preventing a change of control of us by diluting the share ownership or voting rights of a person seeking
to obtain control of us; and

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

 We cannot assure you that we will not seek to amend our amended
and restated memorandum and articles of association or governing instruments in a manner that will make it easier for us to complete our
initial business combination that our shareholders may not support.

 In order to effectuate a business combination,
special purpose acquisition companies have, in the recent past, amended various provisions of their charters and governing instruments,
including their warrant agreements. For example, special purpose acquisition companies have amended the definition of business combination,
increased redemption thresholds and extended the time to consummate an initial business combination and, with respect to their warrants,
amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated
memorandum and articles of association requires a special resolution under Cayman Islands law, which requires the affirmative vote of
a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company, and amending our warrant
agreement will require a vote of holders of at least a majority of the public warrants and, solely with respect to any amendment to the
terms of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, a majority
of the then outstanding private placement warrants (except for provisions of the warrant agreement enabling amendments without shareholder
or warrant holder that are necessary or advisable in the good faith determination of our board of directors (taking into account then
existing market precedents) to allow for the warrants to be classified as equity in our financial statements, provided that any modifications
or amendments that would increase the warrant price or shorten the exercise period shall require the approval of the warrant holders in
accordance with the warrant agreement). In addition, our amended and restated memorandum and articles of association require us to provide
our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated
memorandum and articles of association (A) to modify the substance or timing of our obligation to allow redemption in connection with
our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination within the
Combination Period or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial business
combination activity. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of association
or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial business
combination. Our amended and restated memorandum and articles of association was amended on June 12, 2023 and further amended on June
12, 2024, in order to extend the termination date by which we have to consummate an initial business combination.

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

 Certain other blank check companies have a
provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a
company's pre-business combination activity, without approval by a certain percentage of the company's shareholders. In
those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company's
shareholders. Our amended and restated memorandum and articles of association provide that any of its provisions related to
pre-business combination activity (including the requirement to deposit proceeds from our IPO and the private placement of warrants
into the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public
shareholders as described herein) may be amended if approved by special resolution under Cayman Islands law which requires the
affirmative vote of a majority of at least two-thirds of the shareholders who attend and vote at a general meeting of the company,
and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended if approved
by holders of 65% of our ordinary shares who attend and vote at a general meeting of the company. Our initial shareholders, who
collectively beneficially own 25.4% of our issued and outstanding ordinary shares entitled to vote thereon (assuming they do not
purchase any securities in the open market), will participate in any vote to amend our amended and restated memorandum and articles
of association and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to
amend the provisions of our amended and restated memorandum and articles of association which govern our pre-business combination
behavior more easily than some other special purpose acquisition companies, and this may increase our ability to complete a business
combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and restated
memorandum and articles of association.

 Our sponsor, officers and directors have agreed,
pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within the Combination Period or (B) with
respect to any other material provisions relating to shareholders' rights or pre-initial business combination activity, unless we
provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any such amendment at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the
funds held in the trust account and not previously released to us to pay our taxes, divided by the number of then outstanding public shares.
Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result, will not have the ability to
pursue remedies against our sponsor, officers or directors for any breach of these agreements. As a result, in the event of a breach,
our shareholders would need to pursue a shareholder derivative action, subject to applicable law.

 We may amend the terms of the warrants in a manner that may be
adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding public warrants,
or for amendments necessary for the warrants to be classified as equity. As a result, the exercise price of your warrants could be increased,
the exercise period could be shortened and the number of Class A ordinary shares purchasable upon exercise of a warrant could be decreased,
all without your approval.

 Our warrants were issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any shareholder or warrant holder to cure any
ambiguity or correct any defective provision or to make any amendments that are necessary in the good faith determination of our
board of directors (taking into account then existing market precedents) to allow for the warrants to be classified as equity in our
financial statements (provided that any modifications or amendments that would increase the warrant price or shorten the exercise
period shall require the approval of the warrant holders in accordance with the warrant agreement), but otherwise requires the
approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the
interests of the registered holders of public warrants; provided that any amendment that solely affects the terms of the private
placement warrants or any provision of the warrant agreement solely with respect to the private placement warrants will also require
at least a majority of the then outstanding private placement warrants. Accordingly, we may amend the terms of the public warrants
(i) in a manner adverse to a holder of public warrants if holders of at least a majority of the then outstanding public warrants
approve of such amendment or (ii) to the extent necessary for the warrants in the good faith determination of our board of directors
(taking into account then existing market precedents) to allow for the warrants to be classified as equity in our financial
statements without the consent of any shareholder or warrant holder (provided that any modifications or amendments that would
increase the warrant price or shorten the exercise period shall require the approval of the warrant holders in accordance with the
warrant agreement). Although our ability to amend the terms of the public warrants with the consent of at least a majority of the
then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the
exercise price of the warrants, convert the warrants into cash or shares, shorten the exercise period or decrease the number of
Class A ordinary shares purchasable upon exercise of a warrant.

 The warrants may become exercisable and redeemable for a security
other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.

 In certain situations, including if we are not
the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A ordinary
shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may receive
a security in a company of which you do not have information at this time.

 A provision of our warrant agreement may make it more difficult
for us to consummate an initial business combination.

 If (i) we issue additional ordinary shares or
equity-linked securities for capital raising purposes in connection with the closing of our initial business combination at a Newly Issued
Price of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds from such issuances represent more than 60% of
the total equity proceeds, and interest thereon, available for the funding of our initial business combination (net of redemptions), and
(iii) the Market Value of our Class A ordinary shares is below $9.20 per share, 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 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 will be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the
Newly Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

 Our warrants are expected to be accounted for as a warrant liability
and will be recorded at fair value upon issuance with changes in fair value each period reported in earnings, which may have an adverse
effect on the market price of our Class A ordinary shares or may make it more difficult for us to consummate an initial business combination.

 Following the consummation of our IPO and
the concurrent private placement of warrants, we issued an aggregate of 23,000,000 warrants in connection with our IPO (comprised of
the 10,000,000 warrants included in the units and the 13,000,000 private placement warrants) in accordance with the guidance
contained in ASC 815-40, Derivatives and Hedging – Contracts in Entity's Own Equity. Such guidance provides that because
the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we
account for these as a warrant liability and record at fair value upon issuance any changes in fair value each period reported in
earnings as determined based on the trading prices of such warrants. The impact of changes in fair value on earnings may have an
adverse effect on the market price of our Class A ordinary shares. In the fourth quarter of fiscal year 2024, the warrants were
valued using a valuation performed by an independent third party due to changes in the observability of the valuation inputs,
leading to a significantly higher warrant valuation. In addition, potential targets may seek a business combination that does not
have warrants that are accounted for as a warrant liability, which may make it more difficult for us to consummate an initial
business combination with a target business.

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

 We have the ability to redeem the
outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if,
among other things, the last reported sales price of our Class A ordinary shares, or Reference Value, equals or exceeds $18.00 per
share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like). Please see
"Description of Securities—Warrants— Public Shareholders' Warrants—Redemption of Warrants When the
Price per Class A Ordinary Share Equals or Exceeds $18.00" of our final prospectus, incorporated by reference herein. If and
when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the
underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants as described above
could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you
to do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii)
accept the nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be
substantially less than the volume-weighted average trading price of our Class A ordinary shares during the 20 trading day period
starting on the trading day prior to the day on which we complete our initial business combination, or Market Value, of your
warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsor or its permitted
transferees.

 In addition, we have the ability to redeem the
outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among
other things, the Reference Value equals or exceeds $10.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior to redemption for a number
of our Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares. Please
see "Description of Securities—Warrants—Public Shareholders' Warrants—Redemption of Warrants When the Price
per Class A Ordinary Share Equals or Exceeds $10.00" of our final prospectus. The value received upon exercise of the warrants (1)
may be less than the value the holders would have received if they had exercised their warrants at a later time where the underlying share
price is higher and (2) may not compensate the holders for the value of the warrants, including because the number of ordinary shares
received is capped at 0.361 of our Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the
warrants.

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

 We issued warrants to purchase 11,500,000 Class
A ordinary shares as part of the units in connection with our IPO and, simultaneously, issued in a private placement an aggregate of 14,500,000
private placement warrants, at $1.00 per warrant. In addition, if our sponsor makes any working capital loans, it may convert those loans
into up to an additional 1,500,000 private placement warrants, at the price of $1.00 per warrant. To the extent we issue ordinary shares
to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon
exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will
increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete
the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost
of acquiring the target business.

 Because each unit contains one-half of one warrant and only a
whole warrant may be exercised, the units may be worth less than units of other special purpose acquisition companies.

 Each unit contains one-half of one warrant. Pursuant
to the warrant agreement, no fractional warrants will be issued upon separation of the units, and only whole units will trade. If, upon
exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to
the nearest whole number the number of Class A ordinary shares to be issued to the warrant holder. This is different from other offerings
similar to ours whose units include one ordinary share and one whole warrant to purchase one whole share. We have established the components
of the units in this way in order to reduce the dilutive effect of the warrants upon completion of a business combination since the warrants
will be exercisable in the aggregate for one-half of the number of shares, rather than units that each contain a whole warrant to purchase
one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure
may cause our units to be worth less than if it included a warrant to purchase one whole share.

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

 Our amended and restated memorandum and
articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be
in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to
designate the terms of and issue new series of preferred shares, which may make the removal of management more difficult and may
discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

 Since only holders of our founder shares will have the right
to vote on the election of directors, upon the listing of our shares on Nasdaq, Nasdaq may consider us to be a "controlled company"
within the meaning of Nasdaq rules and, as a result, we may qualify for exemptions from certain corporate governance requirements.

 Only holders of our founder shares will have the
right to vote on the election of directors. As a result, in the event that we relist our securities on Nasdaq, Nasdaq may consider us
to be a "controlled company" within the meaning of Nasdaq corporate governance standards. Under Nasdaq corporate governance
standards, a company of which more than 50% of the voting power is held by an individual, group or another company is a "controlled
company" and may elect not to comply with certain corporate governance requirements, including the requirements that:

 we
have a board that includes a majority of "independent directors," as defined under the rules of Nasdaq;

 we
have a compensation committee of our board of directors that is comprised entirely of independent directors with a written charter addressing
the committee's purpose and responsibilities; and

 to
the extent that we have one, we expect our nominating and corporate governance committee to be comprised entirely of independent directors
with a written charter addressing the committee's purpose and responsibilities.

 We do not intend to utilize these exemptions and
intend to comply with the corporate governance requirements of Nasdaq, subject to applicable phase-in rules. However, if we determine
in the future to utilize some or all of these exemptions, you will not have the same protections afforded to shareholders of companies
that are subject to all of Nasdaq corporate governance requirements.

 Risks Associated with Acquiring and Operating a Business in Foreign
Countries, in Particular in Latin America

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

 We intend to pursue a target company with operations
or opportunities outside of the United States for our initial business combination, which may subject us to additional burdens in connection
with investigating, agreeing to and completing such initial business combination, and if we effect such initial business combination,
we would be subject to a variety of additional risks that may negatively impact our operations.

 If we pursue a target company with operations
or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border
business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting
due diligence in a foreign jurisdiction, having such transaction approved by any local governments, regulators or agencies and changes
in the purchase price based on fluctuations in foreign exchange rates.

 If we effect our initial business combination
with such a company, we would be subject to any special considerations or risks associated with companies operating in an international
setting, including any of the following:

 costs
and difficulties inherent in managing cross-border business operations, including differences between U.S. GAAP and the International
Accounting Standards;

 rules
and regulations regarding currency redemption;

 complex
corporate withholding taxes on individuals;

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

 exchange
listing and/or delisting requirements;

 tariffs
and trade barriers;

 regulations
related to customs and import/export matters;

 local
or regional economic policies and market conditions;

 unexpected
changes in regulatory requirements;

 challenges
in managing and staffing international operations;

 longer
payment cycles;

 tax
issues, such as tax law changes and variations in tax laws as compared to the United States;

 currency
fluctuations and exchange controls;

 rates
of inflation;

 challenges
in collecting accounts receivable;

 cultural
and language differences;

 employment
regulations;

 underdeveloped
or unpredictable legal or regulatory systems;

 corruption;

 protection
of intellectual property;

 social
unrest, crime, strikes, riots and civil disturbances;

 regime
changes and political upheaval;

 natural
disasters and public health events;

 terrorist
attacks and wars; and

 deterioration
of political relations with the United States.

 We may not be able to adequately address these
additional risks. If we are unable to do so, we may be unable to complete such initial business combination, or, if we complete such initial
business combination, our operations might suffer, either of which may adversely impact our business, financial condition and results
of operations.

 If our management following our initial business combination
is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could
lead to various regulatory issues.

 Following our initial business combination,
our management may resign from their positions as officers or directors of the company and the management of the target business at
the time of the business combination will remain in place. Management of the target business may not be familiar with United States
securities laws. If new management is unfamiliar with United States securities laws, they may have to expend time and resources
becoming familiar with such laws. This could be expensive and time-consuming and could lead to various regulatory issues which may
adversely affect our operations.

 After our initial business combination, substantially all of
our assets may be located in a foreign country and substantially all of our revenue will be derived from our operations in such country.
Accordingly, our results of operations and prospects will be subject, to a significant extent, to the economic, political and social conditions
and government policies, developments and conditions in the country in which we operate.

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

 We are exposed to certain risks that are particular to investing
in Latin America and other emerging markets.

 In seeking significant investment exposure in
Latin American countries, we are subject to political, economic, legal, operational and other risks that are inherent to operating and
investing in these countries. These risks range from challenges in finding suitable acquisition targets to difficulties in settling transactions
markets and operating businesses once acquired. Countries in Latin America have, at times and to varying degrees, experienced periods
of economic contraction, political instability, civil strife, organized crime, corruption and other adverse conditions. The economies
of these countries are susceptible to fluctuations in certain global commodity prices and are also impacted by adverse developments in
other markets. Additionally, countries in the region tend to have significant physical and digital infrastructure deficiencies, as compared
to the United States. Governments in Latin America have in the past made significant policy and regulatory shifts in response to social
pressures, including changes in taxation. Moreover, these governments have, at times, exercised a significant degree of control over the
private sector, including due to possible nationalization, expropriation, price controls and other restrictive governmental actions. We
could also face the risk that exchange or capital controls or similar restrictions imposed by foreign governmental authorities may restrict
our ability to convert local currency received or held by us in their countries into U.S. dollars or other currencies, or to take those
dollars or other currencies out of those countries.

 Exchange rate fluctuations and currency policies may cause a
target business' ability to succeed in the international markets to be diminished.

 In the event we acquire a non-U.S. target, all
revenues and income would likely be received in a foreign currency, and the dollar equivalent of our net assets and distributions, if
any, could be adversely affected by reductions in the value of the local currency. The value of the currencies in our target regions fluctuate
and are affected by, among other things, changes in political and economic conditions. Any change in the relative value of such currency
against our reporting currency may affect the attractiveness of any target business or, following consummation of our initial business
combination, our financial condition and results of operations. Additionally, if a currency appreciates in value against the dollar prior
to the consummation of our initial business combination, the cost of a target business as measured in dollars will increase, which may
make it less likely that we are able to consummate such transaction.

 We may reincorporate in another jurisdiction in connection with
our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements, we may not
be able to enforce our legal rights and such reincorporation may result in taxes imposed on shareholders or warrant holders.

 In connection with our initial business
combination, we may relocate the home jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine
to do this, the laws of such jurisdiction would govern our company's charter documents; may govern some or all of our future
material agreements; may differ from the laws of the Cayman Islands or the United States and may subject us to foreign regulations
that could affect our business. The system of laws and the enforcement of existing laws in such jurisdiction may not be as certain
in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our future
agreements could result in a significant loss of business, business opportunities or capital.

 In addition, if we determine to relocate the home
jurisdiction of our business from the Cayman Islands to another jurisdiction, our initial business combination may require a shareholder
or warrant holder to recognize taxable income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which
its members are resident if it is a tax transparent entity (or may otherwise result in adverse tax consequences). We do not intend to
make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may be subject to withholding
taxes or other taxes with respect to their ownership of us after the reincorporation.

 The majority of our directors and officers live outside the United
States and all of our assets are located outside the United States, which may continue to be the case after our initial business combination;
therefore investors may not be able to enforce federal securities laws or their other legal rights.

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

 We are subject to changing law and regulations regarding regulatory
matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.

 We are subject to rules and regulations by various
governing bodies, including, for example, the U.S. Securities and Exchange Commission, which are charged with the protection of investors
and the oversight of companies whose securities are publicly traded, and to new and evolving regulatory measures under applicable law.
Our efforts to comply with new and changing laws and regulations have resulted in and are likely to continue to result in, increased general
and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities.

 On January 24, 2024, the SEC adopted the 2024
SPAC Rules requiring, among other matters, (i) additional disclosures relating to SPAC business combination transactions (ii) additional
disclosures relating to dilution and to conflicts of interest involving sponsors and their affiliates in both SPAC initial public offerings
and business combination transactions; (iii) additional disclosures regarding projections included in SEC filings in connection with proposed
business combination transactions and (iv) the requirement that both the SPAC and its target company be co-registrants for business
combination registration statements.

 In addition, the SEC's adopting release
provided guidance describing circumstances in which a SPAC could become subject to regulation under the Investment Company Act, including
its duration, asset composition, business purpose, and the activities of the SPAC and its management team in furtherance of such goals.

 Compliance with the 2024 SPAC Rules and related
guidance may (i) increase the costs of and the time needed to negotiate and complete an initial Business Combination and (ii) constrain
the circumstances under which we could affect our ability to complete an initial business combination.

 Moreover, these laws, regulations and standards
and their interpretations and application may also evolve over time. This evolution may result in additional costs necessitated by ongoing
revisions to our disclosure and governance practices. In addition, our failure to comply with existing and future applicable laws or regulations,
as interpreted and applied, could have a material adverse effect on our business, including our ability to negotiate and complete our
initial business combination, and results of operations.

 We employ a mail forwarding service, which may delay
or disrupt our ability to receive mail in a timely manner.

 Mail addressed to the company and received at
its registered office will be forwarded unopened to the forwarding address supplied by the company to be dealt with. None of the company,
its directors, officers, advisors or service providers (including the organization which provides registered office services in the Cayman
Islands) will bear any responsibility for any delay howsoever caused in mail reaching the forwarding address, which may impair your ability
to communicate with us.

 We may be subject to an excise tax under the newly enacted Inflation
Reduction Act of 2022 in connection with redemptions of our ordinary shares after December 31, 2022.

 The Inflation Reduction Act of 2022, enacted in
August 2022, imposes a 1% excise tax on the fair market value of stock repurchased by "covered corporations" beginning in
2023, with certain exceptions (the "Excise Tax"). The Excise Tax is imposed on the repurchasing corporation itself, not its
stockholders. Because we are a "blank check" Cayman Islands corporations with no subsidiaries or previous merger or acquisition
activity, we are not currently a "covered corporation" for this purpose. The amount of the Excise Tax is generally equal to
1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax,
repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock
repurchases during the same taxable year. In addition, there are certain other exceptions to the Excise Tax. The U.S. Department of the
Treasury (the "Treasury") has been given authority to issue regulations or other guidance to carry out, and to prevent the
avoidance of, the Excise Tax. The Treasury and the Internal Revenue Service recently have issued preliminary guidance regarding the application
of this excise tax, but there can be no assurance that this guidance will be finally adopted in its current form. A repurchase that occurs
in connection with a business combination with a U.S. target company might be subject to the Excise Tax, depending on the structure of
the business combination and other transactions that might be engaged in during the relevant year.

 We believe that we were a passive foreign investment company,
or "PFIC," for our 2023 and 2024 taxable years, and we may be a PFIC for our current taxable year, which could result in adverse
U.S. federal income tax consequences to U.S. investors.

 If we are a PFIC for any taxable year (or portion
thereof) that is included in the holding period of a U.S. Holder (as defined in the section of our final prospectus captioned "Taxation—U.S.
Federal Income Tax Considerations") of our Class A ordinary shares or warrants, the U.S. Holder may be subject to adverse U.S. federal
income tax consequences and may be subject to additional reporting requirements. Based upon the composition of our income and assets,
we believe that we were a PFIC in our 2023 and 2024 taxable years.

 Our actual PFIC status for our current taxable
year, however, will not be determinable until after the end of the taxable year. Moreover, if we determine we are a PFIC for any taxable
year, we will endeavor to provide to a U.S. Holder a PFIC Annual Information Statement in respect of such taxable year in order to enable
the U.S. Holder to make and maintain a "qualified electing fund" election, which could mitigate certain of the adverse U.S.
federal income tax consequences of our PFIC status to U.S. investors, but there can be no assurance that we will timely provide such required
information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to consult their
tax advisers regarding the possible application of the PFIC rules. For a more detailed explanation of the tax consequences of PFIC classification
to U.S. Holders, see the section of our final prospectus captioned "Taxation—U.S. Federal Income Tax Considerations—Passive
Foreign Investment Company Rules."

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

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

 Certain Factors Relating to Latin America

 Governments have a high degree of influence in the economies
in which we plan to operate. The effects of this influence and political and economic conditions in Latin America could harm us and the
trading price of our Class A ordinary shares.

 Governments in many of the markets in which we
currently, or may in the future, operate, frequently exercise significant influence over their respective economies and occasionally makes
significant changes in policy and regulations. Government actions to control inflation and other policies and regulations have often involved,
among other measures, increases or decreases in interest rates, changes in fiscal policies, wage and price controls, foreign exchange
rate controls, blocking access to bank accounts, currency devaluations, capital controls and import and export restrictions. We have no
control over and cannot predict what measures or policies governments may take in the future. We and the market price of our securities
may be harmed by changes in government policies, as well as general economic factors, including, without limitation:

 growth
or downturn of the relevant economy;

 interest rates and monetary policies;

 exchange rates and currency fluctuations;

 inflation;

 liquidity of the capital and lending markets;

 import and export controls;

 exchange controls and restrictions on remittances abroad and payments of dividends;

 modifications to laws and regulations according to political, social and economic interests;

 fiscal policy and changes in tax laws and related interpretations by tax authorities;

 economic, political and social instability, including general strikes and mass demonstrations;

 the regulatory framework governing the financial services industry;

 labor and social security regulations;

 energy and water shortages and rationing;

 commodity prices;

 natural disasters;

 public health, including as a result of epidemics and pandemics;

 changes in demographics; and

 other political, diplomatic, social and economic developments in or affecting Latin America.

 Uncertainty over whether Latin American governments
will implement reforms or changes in policy or regulation affecting these or other factors in the future may affect economic performance
and contribute to economic uncertainty in Latin America, such as increased tax uncertainty regarding the tax authorities' interpretations
of applicable tax laws and exemptions, which may have an adverse effect on our activities and consequently our operating results, and
may also adversely affect the trading price of our Class A ordinary shares.

 Recent economic and political instability in Brazil,
for instance, has led to a general negative perception of the Brazilian economy and higher volatility in the Brazilian securities markets,
which also may adversely affect us and our Class A ordinary shares. See "—The ongoing economic uncertainty and political instability
in Latin America, including as a result of ongoing corruption investigations, may harm us and the price of our Class A ordinary shares."

 Developments and the perceptions of risks in other countries,
including other emerging markets, the United States and Europe, may harm the economy of the countries in which we operate and the trading
price of our Class A ordinary shares.

 The market for securities offered by companies
with significant operations in Latin America is influenced by political, economic and market conditions in the region and, to varying
degrees, market conditions in other emerging markets, as well as the United States, Europe and other countries. To the extent the conditions
of the global markets or economy deteriorate, the business of companies with significant operations in Latin America may be harmed. The
weakness in the global economy has been marked by, among other adverse factors, lower levels of consumer and corporate confidence, decreased
business investment and consumer spending, increased unemployment, reduced income and asset values in many areas, reduction of China's
growth rate, currency volatility and limited availability of credit and access to capital, in addition to significant uncertainty results
from pandemics. Developments or economic conditions in other emerging market countries have at times significantly affected the availability
of credit to companies with significant operations in Latin America and resulted in considerable outflows of funds from Latin American
countries, decreasing the amount of foreign investments in the region.

 Crises and political instability in other emerging
market countries, the United States, Europe or other countries, including increased international trade tensions and protectionist policies,
could decrease investor demand for securities offered by companies with significant operations in Brazil and Latin America, such as our
Class A ordinary shares. For example, in 2019, political and social unrest in Latin American countries, including Ecuador, Chile, Bolivia
and Colombia sparked political demonstrations and, in some instances, violence. In October 2019, presidential elections were held in Bolivia,
Uruguay and Argentina. Controversial outcomes in Bolivia and Uruguay led to violent protests and claims of fraudulent elections in Bolivia
and a runoff election in Uruguay. Similarly, Chile experienced political unrest and social strife, including a wave of protests and riots,
beginning on October 18, 2019, sparked by an increase in the subway fare of the Santiago Metro and widened to reflect anger over living
costs and inequality. These developments, as well as potential crises and other forms of political instability or any other as of yet
unforeseen development, may harm our business and the trading price of our Class A ordinary shares.

 The ongoing military conflict between Russia and Ukraine may
have repercussions on the world's geopolitical and economic scenarios.

 The ongoing military conflict between Russia and
Ukraine has provoked strong reactions from the United States, the UK, the EU and various other countries around the world, including from
the members of the North Atlantic Treaty Organization, or "NATO." Following Russia's invasion of Ukraine beginning on
February 24, 2022, the United States, the UK, the EU and other countries announced broad economic sanctions against Russia, including
financial measures such as freezing Russia's central bank assets, limiting its ability to access its dollar reserves, the US, the
EU and the UK have also banned people and businesses from dealings with the Russian central bank, its finance ministry and its wealth
funds, selected Russian banks will also be removed from Swift messaging system, which enables the smooth transfer of money across borders.
Other sanctions by the UK include major Russian banks from the UK financial system, stopping them from accessing sterling and clearing
payments, excluding major Russian companies and the state will be stopped from raising finances or borrowing money on the UK markets,
and establishment of limits on deposits Russians can make at UK banks. The US, the EU and the UK adopted personal measures, such as sanctions
on individuals with close ties to Mr. Putin, and placed visa restrictions on several oligarchs, as well as their family members and close
associates, and froze their assets.

 While the precise effect of the ongoing
armed conflict and these sanctions on the Russian and global economies remains uncertain, should tensions continue to increase,
markets may face continued volatility as well as economic and security consequences including, but not limited to, supply shortages
of different kinds, increases in prices of commodities, including piped gas, oil and agricultural goods, among others. Given that
Russia and Ukraine are among the largest grain exporters in the world, impacts on financial markets, inflation, interest rates,
unemployment and other matters could affect the global economy that is currently recovering from the effects of the COVID-19
pandemic. Particularly, these effects could result in increased inflation in Brazil and in measures by the Brazilian government to
contain inflation, such as raising the basic interest rate, which could materially impact the cost of debt and third-party capital
for financing and investing activities across industries.

 Other potential consequences include, but are
not limited to, growth in the number of popular uprisings in the region, increased political discontent, especially in the regions most
affected by the conflict or economic sanctions, an increase in cyberterrorism activities and attacks, exodus to regions close to the areas
of conflict and an increase in the number of refugees fleeing across Europe, among other unforeseen social and humanitarian effects.

 As our target business may operate globally, the
adverse effects—global or localized—of the ongoing conflict between Russia and Ukraine, and/or economic sanctions and import
and/or export controls to be imposed on the Russian government by the United States, the UK, the EU or others, could materially affect
our operations, expansion plans, and ultimately our results.

 The ongoing economic uncertainty and political instability in
Brazil, including as a result of ongoing corruption investigations, may harm us and the price of our Class A ordinary shares.

 Brazil's political environment has historically
influenced, and continues to influence, the performance of the country's economy. Political crises have affected and continue to
affect the confidence of investors and the general public, which have historically resulted in economic deceleration and heightened volatility
in the securities offered by companies with significant operations in Brazil. The recent economic instability in Brazil have contributed
to a decline in market confidence in the Brazilian economy.

 It is expected that the Brazilian federal government
may propose the general terms of fiscal reform to stimulate the economy and reduce the forecasted budget deficit for 2025 and following
years, but it is uncertain whether the Brazilian government will be able to gather the required support in the Brazilian Congress to pass
additional specific reforms. We cannot predict which policies the Brazilian federal government may adopt or change or the effect that
any such policies might have on our business and on the Brazilian economy. Any such new policies or changes to current policies may have
a material adverse impact on our business, results of operations, financial condition and prospects.

 Any
of the above factors may create additional political uncertainty, which could harm the Brazilian economy and, consequently, our business,
and could adversely affect our financial condition, results of operations and the trading price of our Class A common shares.

 Inflation and government measures to curb inflation may adversely
affect the economies and capital markets in some of the countries in which we operate, and as a result, harm our business and the trading
price of our Class A ordinary shares.

 In the past, high levels of inflation have adversely
affected the economies and financial markets of some of the countries in which we operate, particularly Argentina and Brazil, and the
ability of their governments to create conditions that stimulate or maintain economic growth. Moreover, governmental measures to curb
inflation and speculation about possible future governmental measures have contributed to the negative economic impact of inflation and
have created general economic uncertainty and heightened volatility in the capital markets. As part of these measures, governments have
at times maintained a restrictive monetary policy and high interest rates that have limited the availability of credit and economic growth.

 According to the National Consumer Price
Index ( ndice Nacional de Pre os ao Consumidor Amplo), or IPCA, which is published by the Brazilian Institute
for Geography and Statistics ( Instituto Brasileiro de Geografia e Estat stica), or IBGE, Brazilian inflation rates
were 4.8%, 4.6% and 5.8% for the years ended as of December 31, 2024, 2023 and 2022, respectively. Brazil may experience high levels
of inflation in the future and inflationary pressures may lead to the Brazilian government's intervening in the economy and
introducing policies that could harm our business and the trading price of our Class A ordinary shares. One of the tools used by the
Brazilian government to control inflation levels is its monetary policy, specifically relating to interest rates. An increase in the
interest rate restricts the availability of credit and reduces economic growth, and vice versa. During recent years there has been
significant volatility in the official Brazilian interest rate, which ranged from 14.25% on December 31, 2015, to 2.00% on December
31, 2020. This rate is set by the Monetary Policy Committee of the Central Bank ( Comit de Pol tica
Monet ria), or COPOM. On February 7, 2018, the Monetary Policy Committee reduced the base interest rate ( Sistema
Especial de Liquida o e Cust dia, or SELIC rate) to 6.75% and further reduced the SELIC rate to 6.50% on
March 22, 2018. The Monetary Policy Committee reconfirmed the SELIC rate of 6.50% on May 16, 2018 and subsequently on June 20, 2018.
As of December 31, 2018, the SELIC rate was 6.50%. The Monetary Policy Committee reconfirmed the SELIC rate of 6.50% on February 6,
2019, but reduced the SELIC rate to 6.00% on August 1, 2019, further reduced the rate to 5.50% on October 30, 2019 and further
reduced the rate to 4.50% on December 12, 2019. On February 6, 2020, the Monetary Policy Committee reduced the SELIC rate to 4.25%,
on March 19, 2020, further reduced the rate to 3.75%, on May 7, 2020, further reduced the rate to 3.00%, on June 18, 2020, further
reduced the rate to 2.25% and on August 6, 2020, further reduced the rate to 2.00%. On March 18, 2021, the Monetary Policy Committee
raised the SELIC rate to 2.75% and further raised the rate to 3.50% on May 5, 2021, to 5.25% on August 4, 2021, to 6.25% on
September 22, 2021, to 7.75% on October 28, 2021, to 9.25% as of December 19, 2021, to 10.75% on February 2, 2022, to 11.75% on
March 16, 2022, to 12.75% on May 5, 2022, to 13.25% on June 16, 2022 and to 13.75% on August 3, 2022. In the second half of 2023,
the Monetary Policy Committee reversed this trend, lowering the SELIC rate to 13.25% on August 2, 2023, to 12.75% on September 20,
2023, to 12.25% on November 2, 2023, to 11.75% on December 13, 2023, to 11.25% on January 31, 2024 and to 10.75% on March 20, 2024.
Renewed inflationary pressures—driven in part by fiscal concerns stemming from persistent budget deficits and increased
government spending—prompted the Central Bank to reverse course and resume hiking rates in September 2024, with the SELIC rate
reaching 12.25% by December 2024. As of April 8, 2025, the SELIC rate was 14.25%. Conversely, more lenient government and Central
Bank policies and interest rate decreases have triggered and may continue to trigger increases in inflation and, consequently,
growth volatility and the need for sudden and significant interest rate increases, which could negatively affect us and increase our
target business indebtedness. Any change in interest rates, in particular any volatile swings, could adversely affect our growth,
results of operations and financial condition, as well as our target business.

 In addition, as of July 1, 2018, Argentina is
considered highly inflationary under U.S. GAAP. Although inflation rates in certain of the other countries in which we operate have been
relatively low in the recent past, we cannot assure you that this trend will continue. The measures taken by the governments of these
countries to control inflation have often included maintaining a tight monetary policy with high interest rates, thereby restricting the
availability of credit and retarding economic growth. Inflation, measures to combat inflation and public speculation about possible additional
actions have also contributed materially to economic uncertainty in many of these countries and to heightened volatility in their securities
markets. Periods of higher inflation may also slow the growth rate of local economies that could lead to reduced demand for the products
and services of our target business. Inflation is also likely to increase some costs and expenses of our target business, which the target
business may not be able to fully pass on to customers and which could adversely affect our operating margins and operating income.

 Exchange rate instability may have adverse effects on the Brazilian
economy, our business and the trading price of our Class A ordinary shares.

 Our functional currency is the U.S. dollar.
The Brazilian currency has been historically volatile and has been devalued frequently over the past three decades. Throughout this
period, the Brazilian government has implemented various economic plans and used various exchange rate policies, including sudden
devaluations, periodic mini-devaluations (during which the frequency of adjustments has ranged from daily to monthly), exchange
controls, dual exchange rate markets and a floating exchange rate system. Although long-term depreciation of the Brazilian real
is generally linked to the rate of inflation in Brazil, depreciation of the real occurring over shorter periods of time has
resulted in significant variations in the exchange rate between the real, the U.S. dollar and other currencies. In 2019, the real
depreciated 4% to R$4.031 per US$1.00 on December 31, 2019. The real /U.S. dollar exchange rate reported by the Central Bank
was R$5.197 per US$1.00 on December 31, 2020, which reflected a 29% depreciation of the real against the U.S. dollar during
2020 due primarily to the impact of the COVID-19 pandemic on the Brazilian economy. The real /U.S. dollar exchange rate
reported by the Central Bank was R$5.581 per US$1.00 on December 31, 2021, which reflected a 7% depreciation of the real
against the U.S. dollar during 2021 due primarily to the impact of the COVID-19 pandemic on the Brazilian economy. The real /U.S.
dollar exchange rate reported by the Central Bank was R$5.218 per US$1.00 on December 31, 2022, which reflected a 7% appreciation of
the real against the U.S. dollar during 2022 due primarily to the continued impact of the COVID-19 pandemic on the Brazilian
economy. The real /U.S. dollar exchange rate reported by the Central Bank was R$4.841 per US$1.00 on December 31, 2023, which
reflected a 7.2% appreciation of the real against the U.S. dollar during 2023 due primarily to recovery from the pandemic.
The real /U.S. dollar exchange rate reported by the Central Bank was R$6.1923 per US$1.00 on December 31, 2024, which
reflected a 27.9% depreciation of the real against the U.S. dollar during 2023 due primarily to recovery from the pandemic.
As of April 8, 2025, the real /U.S. dollar exchange rate reported by the Central Bank was R$5.937 per US$1.00, an
appreciation of 4.1% of the real since December 31, 2024. There can be no assurance that the real will not
appreciate or further depreciate against the U.S. dollar or other currencies in the future.

 A devaluation of the real relative to the
U.S. dollar could create inflationary pressures in Brazil and cause the Brazilian government to, among other measures, increase interest
rates. Any depreciation of the real may generally restrict access to the international capital markets. It would also reduce the
U.S. dollar value of our results of operations. Restrictive macroeconomic policies could reduce the stability of the Brazilian economy
and harm our results of operations and profitability. In addition, domestic and international reactions to restrictive economic policies
could have a negative impact on the Brazilian economy. These policies and any reactions to them may harm us by curtailing access to foreign
financial markets and prompting further government intervention. A devaluation of the real relative to the U.S. dollar may also,
as in the context of the current economic slowdown, decrease consumer spending, increase deflationary pressures and reduce economic growth.

 On the other hand, an appreciation of the real
relative to the U.S. dollar and other foreign currencies may deteriorate the Brazilian foreign exchange current accounts. Depending on
the circumstances, either devaluation or appreciation of the real relative to the U.S. dollar and other foreign currencies could
restrict the growth of the Brazilian economy, and affect our business, results of operations and profitability.

 We will be subject to significant foreign currency exchange controls
and currency devaluation in certain countries in which we may operate.

 Certain Latin American economies have experienced
shortages in foreign currency reserves and their respective governments have adopted restrictions on the ability to transfer funds out
of the country and convert local currencies into U.S. dollars. This may increase our costs and limit our ability to convert local currency
into U.S. dollars and transfer funds out of certain countries, including for the purchase of dollar-denominated inputs, the payment of
dividends or the payment of interest or principal on our outstanding debt. In the event that any of our subsidiaries may be unable to
transfer funds to us in the future due to currency restrictions, we are responsible for any resulting shortfall.

 Since September 2019, the current Argentine government
has tightened restrictions on capital flows and imposed exchange controls and transfer restrictions, substantially limiting the ability
of companies to retain foreign currency or make payments outside of Argentina. Furthermore, the Central Bank of Argentina implemented
regulations requiring its prior approval for certain foreign exchange transactions otherwise authorized to be carried out under the applicable
regulations, such as dividend payments or repayment of principal of inter-company loans as well as the import of goods. As a consequence
of the re-imposition of exchange controls, the spread between the official exchange rate and other exchange rates resulting implicitly
from certain capital market operations usually effected to obtain U.S. dollars has broadened significantly. The implementation of the
above-mentioned measures could impact our ability to transfer funds outside of Argentina in the future and may prevent or delay payments
that Argentine portfolio companies may be required to make outside Argentina, if any. As a result, if we are prohibited from transferring
funds out of Argentina, or if we become subject to similar restrictions in other countries in which we operate, our results of operations
and financial condition could be materially adversely affected. In addition, the continuing devaluation of the Argentine peso since the
end of 2015 has led to higher inflation levels, has significantly reduced competitiveness, real wages and consumption and has had a negative
impact on businesses whose success is dependent on domestic market demand and supplies payable in foreign currency. Further currency devaluations
in any of the countries in which we operate could have a material adverse effect on our results of operations and financial condition.

 We and our target business are subject to review by taxing authorities,
and an incorrect interpretation by us of tax laws and regulations may have a material adverse effect on us.

 Our activities will require the use of estimates
and interpretations of complex tax laws and regulations and are subject to review by taxing authorities. We and our target business may
be subject to the income and investment tax laws of Brazil and the other jurisdictions in which we expect to operate. These tax laws are
complex and subject to different interpretations by the taxpayer and relevant governmental taxing authorities, leading to disputes which
are sometimes subject to prolonged evaluation periods until a final resolution is reached. In making investment decisions or in establishing
a provision for income tax expense and filing returns, we must make judgments and interpretations about the application of these inherently
complex tax laws. If the judgment, estimates and assumptions we use in making our investment decisions or in preparing our tax returns
are subsequently found to be incorrect, there could be a material adverse effect on us. The interpretations of Brazilian taxing authorities
and the other jurisdictions in which we operate are unpredictable and frequently involve litigation, which introduces further uncertainty
and risk as to tax expense.

 Infrastructure and workforce deficiency in Latin America may
impact economic growth and have a material adverse effect on us and our target business.

 After our business combination, our performance
will depend in part on the overall health and growth of the Latin American economy, especially in Brazil. Brazilian GDP growth has fluctuated
over the past few years, with contractions of 3.5% and 3.3% in 2015 and 2016, respectively, followed by growth of 1.3%, 1.8% and 1.2%
in 2017, 2018 and 2019, respectively. In 2020, Brazilian GDP contracted by 3.3%, and in 2021, 2022 and 2023, Brazilian GDP grew 4.8%,
3.0% and 3.2%, respectively. In 2024, Brazilian GDP grew by 3.4%. Growth is limited by inadequate infrastructure, including potential
energy shortages and deficient transportation, logistics and telecommunication sectors, general strikes, the lack of a qualified labor
force, and the lack of private and public investments in these areas, which limit productivity and efficiency. Additionally, despite our
plans to adopt business continuity and crisis management policies, travel restrictions or potential impacts on personnel due to the COVID-19
pandemic may disrupt our target business operations and the markets in which it operates. Any of these factors could lead to labor market
volatility and generally impact income, purchasing power and consumption levels, which could limit growth and ultimately have a material
adverse effect on us and our target business.

 Geopolitical conflicts and pandemics, such as the COVID-19 pandemic,
are expected to have a negative impact on global, regional and national economies, and we would be materially adversely affected by a
protracted economic downturn.

 Geopolitical conflicts and pandemics, such as
the COVID-19 pandemic, are expected to have a negative impact on global, regional and national economies and to disrupt supply chains
and otherwise reduce international trade and business activity. Reflecting this, the COVID-19 pandemic has already caused, since February
2020, the levels of equity and other financial markets to decline sharply and to become volatile, and such effects, including as a result
of geopolitical conflicts or other pandemics, may continue or worsen in the future. This may in turn further impact the stock market and
private equity markets in Brazil and elsewhere in Latin America, which may impact our future business in Latin America and our resulting
business combination operations. The market declines and volatility could negatively our operations causing us to incur losses as well
as result in the postponement or cancellation of expansion plans or mergers and acquisitions thereby reducing our future growth prospects,
among others. Potential economic slowdown and market downturn could also negatively impact our target business performance through lower
demand for its products or services and higher than expected losses, potentially leading our investors to redirect investments away from
us. Geopolitical conflicts and pandemics and their potential impact on the global economy may affect our ability to meet our financial
targets or business combination. While it is too early for us to predict the impacts on our target business or our financial targets that
geopolitical conflicts or another pandemic, and the governmental responses to it, may have, we would be materially adversely affected
by a protracted downturn in local, regional or global economic conditions.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity.

 As a blank check company, we have no operations
and therefore do not have any operations of our own that face cybersecurity threats. However, we do depend on the digital technologies
of third parties, and as noted in Item 1A. Risk Factors of this Form 10-K, any sophisticated and deliberate attacks on, or security breaches
in, systems or infrastructure or the cloud that we utilize, including those of third parties, could lead to corruption or misappropriation
of our assets, proprietary information and sensitive or confidential data. Because of our reliance on the technologies of third parties,
we also depend upon the personnel and the processes of third parties to protect against cybersecurity threats, and we have no personnel
or processes of our own for this purpose. Our board of directors oversees risk for the Company, and prior to filings with the SEC, our
board of directors reviews our risk factors, including the descriptions of the risks we face from cybersecurity threats, as described
in Item 1A. Risk Factors of this Form 10-K.

 Item 2. Property

 None.

 Item 3. Legal Proceedings

 To the knowledge of our management, there is no
material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their
capacity as such.

 Item 4. Mine Safety Disclosures

 Not applicable.

 Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities

 (a) Market Information

 There is no established trading market for our
Class A ordinary shares and our Class A ordinary shares are not actively traded. Our Class A ordinary shares are no longer listed on the
Nasdaq stock market or any other stock exchange.

 (b) Holders

 As of March 31, 2025, there was one holder of record
of our units, one holder of record of our Class A ordinary shares, four holders of record of our Class B ordinary shares and two holders
of record of our warrants.

 (c) Dividends

 We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination
will be within the discretion of our board of directors at such time. If we incur any indebtedness in connection with our initial business
combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

 (d) Securities Authorized for Issuance Under Equity Compensation
Plans

 None.

 (e) Performance Graph

 Not applicable.

 (f) Recent Sales of Unregistered Securities; Use of Proceeds from
Registered Offerings

 Unregistered Sales

 In March 2021, one of our officers paid $25,000,
or approximately $0.004 per share, to cover certain of our offering costs, in exchange for an aggregate of 7,187,500 founder shares, which
were temporarily issued to such officer and, on April 7, 2021, transferred to our sponsor in April 2021. In February 2022, our sponsor
forfeited 1,437,500 founder shares for no consideration, remaining with 5,750,000 founder shares. Immediately prior to our IPO, our sponsor
transferred 25,000 of our founder shares to each of our three independent directors. Prior to the initial investment in the company of
$25,000 by one of our officers, the company had no assets, tangible or intangible. After our IPO, we had 5,750,000 outstanding founder
shares, representing 20% of the outstanding shares at the time. The Class B founder shares will convert concurrently with or immediately
following the consummation of our initial business combination at the option of the holders thereof or at any earlier date at the option
of the holders thereof (where such holders have waived any right to receive funds from the trust account), at a ratio such that the number
of Class A ordinary shares issuable upon conversion of all Class B founder shares will equal, in the aggregate on an as-converted basis,
20% of (i) the total number of Class A ordinary shares outstanding after such conversion (after giving effect to any redemptions of Class
A ordinary shares by public shareholders), including (ii) the total number of Class A ordinary shares issued, or deemed issued or issuable
upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in
relation to the consummation of the initial business combination, excluding (x) 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 (y) any private placement warrants to be issued to our 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 basis.

 The founder shares may be converted into Class
A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis,
subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like, and subject to
further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed
issued in connection with our initial business combination, the number of Class A ordinary shares issuable upon conversion of all founder
shares will equal, in the aggregate, 20% of the total number of Class A ordinary shares outstanding after such conversion (after giving
effect to any redemptions of Class A ordinary shares by public shareholders), including the total number of Class A ordinary shares issued,
or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the company
in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked
securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business
combination and any private placement warrants to be issued to our 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 basis.

 With certain limited exceptions, the founder shares
are not transferable, assignable or salable (except to our officers and directors and other persons or entities affiliated with our sponsor,
each of whom will be subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our initial
business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals
or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, and (B)
the date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other
similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property.

 Our Sponsor purchased an aggregate of
14,500,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or approximately $14,500,000 in a private
placement that occurred simultaneously with the closing of our IPO. Each Private Placement Warrant is exercisable for one Class A
ordinary share at a price of $11.50 per ordinary share. A portion of the proceeds from the sale of the Private Placement Warrants to
the Sponsor was added to the proceeds from our IPO to be held in the Trust Account. If the Company does not complete a Business
Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will
be non-redeemable (except as described under "Description of Securities—Warrants—Public Shareholders'
Warrants—Redemption of Warrants When the Price per Class A Ordinary Share Equals or Exceeds $10.00" of our final
prospectus, incorporated by reference herein) so long as they are held by the initial purchasers or their permitted transferees.

 Use of Proceeds

 A total of $236,900,000, comprised of $225,400,000
of the proceeds from the IPO, including $8,050,000 of the underwriters deferred discount, and $11,500,000 of the proceeds of the sale
of the Private Placement Warrants, was placed in a U.S.-based trust account at JPMorgan Chase Bank, N.A., maintained by Continental Stock
Transfer & Trust Company, acting as trustee.

 There has been no material change in the planned
use of proceeds from such use as described in the Company's final prospectus.

 (g) Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

 On June 12, 2023, we held an extraordinary
general meeting of our shareholders (the "2023 Extraordinary General Meeting"). At the 2023 Extraordinary General
Meeting, our shareholders approved amendments to our amended and restated memorandum and articles of association to extend the
termination date by which we have to consummate an initial business combination from June 14, 2023 to June 14, 2024, in addition to
other proposals. Accordingly, we had up to June 14, 2024 to consummate our initial business combination. In connection with the 2023
Extraordinary General Meeting, shareholders holding an aggregate of 6,119,519 of our Class A ordinary shares exercised their right
to redeem their shares on June 14, 2023. Following such redemptions, 16,880,481 Class A ordinary shares remained outstanding and
subject to redemption and the Trust Account had a remainder balance of $180 million immediately following the withdrawal for Class A
ordinary shares redemption. Up through May 2024, we deposited $300,000 monthly into the Trust Account to effect the extension of the
termination date and provide time for us to complete a business combination.

 On June 12, 2024, we held another extraordinary general meeting of
our shareholders (the "2024 Extraordinary General Meeting"). At the 2024 Extraordinary General Meeting, our shareholders approved
further amendments to our amended and restated memorandum and articles of association to extend the termination date by which we have
to consummate an initial business combination from June 14, 2024 (the date which is 27 months from the closing date of the Company's
IPO) on a monthly basis for up to 15 times by an additional one month each time up to September 14, 2025 (the date which is 42 months
from the closing date of the Company's IPO), unless the closing of a Business Combination shall have occurred prior thereto or such
earlier date as determined by the Board, for a deposit, for each monthly extension, of the lesser of (i) $75,000 and (ii) $0.015 for each
Class A ordinary share then outstanding. In connection with the 2024 Extraordinary General Meeting, shareholders holding an aggregate
of 12,339,057 of the Company's Class A ordinary shares exercised their right to redeem their shares at approximately $11.45 per
share or $141,300,945. Following such redemptions, 4,541,424 Class A ordinary shares remain outstanding and subject to redemption and
the Trust Account had a remainder balance of approximately $52 million immediately following the withdrawal for Class A ordinary shares
redemptions. The Company has deposited $476,849 into the Trust Account to effect the extension of the termination date for consecutive
additional one-month periods, from June 14, 2024 to January 14, 2025. We made an aggregate subsequent deposit of $204,364 into the Trust
Account following December 31, 2024 to extend the termination date through April 14, 2025.

 Item 6. [Reserved]

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

 References in this report (the
"Annual Report") to "we," "us" or the "Company" refer to Patria Latin American
Opportunity Acquisition Corp. (the "Company"). References to our "management" or our "management
team" refer to our officers and directors, and references to the "Sponsor" refer to Patria SPAC LLC. The following
discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with the
financial statements and the notes thereto contained elsewhere in this Annual Report. Certain information contained in the
discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties. Actual results and
the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors,
including those discussed in the section entitled "Item 1A. Risk Factors" and elsewhere in this report.

 Overview

 We are a blank check company incorporated in Cayman
Islands on February 25, 2021. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition,
ordinary share purchase, reorganization or similar business combination with one or more businesses, or the "Business Combination."
The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

 Initial Business Combination

 The Company's management has broad
discretion with respect to the specific application of the net proceeds of the IPO and any future sales of additional notes or debt
securities, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business
Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must
complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the net assets held in
the Trust Account (as defined below) (excluding the amount of deferred underwriting commission held in Trust and taxes payable on
the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the
Company only intends to complete a Business Combination if the post-business combination company owns or acquires 50% or more of the
issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it
not to be required to register as an investment company under the Investment Company Act 1940, as amended (the "Investment
Company Act"). Upon the closing of the IPO, management has agreed that an amount equal to at least $10.30 per Unit sold in the
IPO, including the proceeds from the sale of the Private Placement Warrants, will be held in a trust account ("Trust
Account") located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested
only in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act
having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the
Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the
earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. The
Company will provide the holders (the "Public Shareholders") of the Company's issued and outstanding Class A
ordinary shares, par value $0.0001 per share, sold in the IPO (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 Public Shares for a pro rata
portion of the amount then held in the Trust Account. 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. If the Company
seeks shareholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in
favor of the Business Combination. 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 Articles of Association
(the "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 transaction is required by law, or the Company decides to obtain shareholder approval for
business or legal reasons, the Company will offer to redeem the Public Shares then outstanding 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 their Public Shares irrespective of whether they vote 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) and any Public Shares purchased during or after the IPO in favor of a Business Combination.
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.

 The Articles of Association will provide that
a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert
or as a "group" (as defined under Section 13 of the 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% of the Public Shares, without the prior consent
of the Company. The holders of the Founder Shares (the "initial shareholders") have agreed not to propose an amendment to
the Articles of Association (A) to modify the substance or timing of the Company's obligation to allow redemption in connection
with a Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the
Combination Period (as defined below) or (B) with respect to any other provision relating to shareholders' rights or pre-initial
Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares
in conjunction with any such amendment.

 If the Company is unable to complete a Business
Combination within the Combination Period and the Company's shareholders have not amended the Articles of Association to extend
such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares then outstanding,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $100,000 of interest
to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish
Public Shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any), subject
to applicable law; 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 law to provide
for claims of creditors and the requirements of other applicable law.

 The initial shareholders have agreed to waive
their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a
Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares after the IPO, they will
be entitled to liquidating distributions from the Trust if the Company fails to complete a Business Combination within the Combination
Period. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event
the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts 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 $10.30. 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 third party (except for the Company's independent registered public accounting firm) 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 (a "Target"), reduce the amount of funds in the Trust Account to below (i) $10.30 per unit or (ii) the lesser amount
per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the
trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims
by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims
under the Company's indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act"). In the event that an executed waiver is deemed to be unenforceable against
a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. 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 (other than 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.

 Results of Operations

 We have neither engaged in any operations nor
generated any revenues to date. Our only activities from February 25, 2021 (inception) through December 31, 2024 were organizational activities,
those necessary to prepare for the Initial Public Offering, described below, and the Company's search for a target business with
which to complete a Business Combination. We do not expect to generate any operating revenues until after the completion of our initial
Business Combination. We generate non-operating income in the form of realized gains on the investments held in the trust account. We
are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as
well as for due diligence expenses in connection with completing a Business Combination.

 For the year ended December 31, 2024, we reported
net loss of $10,673,074 which consists of realized gain on the investments held in the trust account of $6,021,473, offset by interest
on related party promissory note of $32,228, change in fair value of warrant liabilities of $15,598,550, and general and administrative
expenses of $1,063,769 (made up of professional services fees of $529,643 and other general and administrative fees of $534,126).

 For the year ended December 31, 2023, we reported
net income of $10,578,214 which consists of general and administrative expenses of $1,164,843 (made up of professional services fees of
$555,730 and other general and administrative fees of $609,113), change in fair value of warrant liabilities of $1,560,000, realized gain
on the investments held in the trust account of $10,107,406, and gain on waived underwriting fees of $72,651.

 Liquidity and Going Concern Consideration

 As of December 31, 2024, the Company had working
capital of $28,378,517 including the Trust Account, deferred underwriting fees payable. Working capital was $(5,270,953) when marketable
securities held in Trust Account, deferred underwriting fees payable, and warrant liabilities were excluded from the calculation. The
working capital surplus includes the amount of restricted marketable securities held in the Trust Account, deferred underwriting fees
payable and warrant liabilities, all of which have been classified as current at December 31, 2024. The funds in the Trust Account are to be solely used for the redemptions of public shares should the Company not consummate a business
combination. The Company's ability to continue
operations through the liquidation date is contingent on the payment of the monthly extension deposit.

 For the year ended December 31, 2024, cash used
in operating activities was $1,129,925, which is made up of a net loss of $10,673,074, changes in operating assets and liabilities of
$186,156. These amounts were offset by a gain on Investments held in the Trust account of $6,021,473, deemed contribution for administrative
support - related party of $120,000, interest on related party promissory note of $32,228, and change in fair value of warrant liabilities
of $15,598,550. Cash of $2,121 was held outside of the Trust Account and is available for the Company's working capital purposes.

 As of December 31, 2024, we had cash of $2,121.
We intend to use the funds held outside the Trust Account primarily to identify and evaluate target businesses, perform business due diligence
on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their
representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and
complete a Business Combination.

 In order to finance transaction costs in connection
with an Initial Business Combination, the Company's sponsor, or an affiliate of the sponsor or certain of the Company's officers
and directors may, but are not obligated to, provide Working Capital Loans to the Company. As of December 31, 2024, there were no amounts
outstanding under any Working Capital Loans.

 If the Company's estimates of the
costs of identifying a target business, undertaking due diligence and negotiating an Initial Business Combination are less than the
actual amount necessary to do so, the Company may have insufficient funds available to operate its business prior to an Initial
Business Combination. Moreover, the Company may need to obtain additional financing either to complete an Initial Business
Combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of an Initial
Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Initial
Business Combination.

 The Company anticipates that the cash held
outside of the Trust Account as of December 31, 2024 will not be sufficient to allow the Company to operate for at least the next 12
months from the issuance of the financial statements, assuming that a Business Combination is not consummated during that time. Over
this time period, the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and
accrued liabilities, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on
prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and
structuring, negotiating and consummating the Business Combination. These conditions raise substantial doubt about the
Company's ability to continue as a going concern for a period of time within one year after the date that the financial
statements are issued. Management plans to address this uncertainty through the Business Combination as discussed above. In
addition, 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 under the Working Capital Loans. There is no assurance that the
Company's plans to consummate the Business Combination will be successful or successful within the Combination Period or that
the sponsor or an affiliate of the sponsor, or certain of the Company's officers and directors will loan the Company funds as
may be required under the Working Capital Loans. Since fiscal year 2023, the Company was able to meet its working capital
requirements through the issuance of promissory notes to its Sponsor. As of December 31, 2024, the Company had approximately $1.1
million outstanding under the promissory notes. Up until May 2024, we deposited $300,000 monthly into the Trust Account to effect
the extension of the termination date and provide time for us to complete a business combination. The monthly deposit into Trust
Account changed to $68,121 following June 2024 extension meeting. As of December 31, 2024, we had deposited $4,076,848 in aggregate
in connection with these extensions as disclosed in Note 1 of the accompanying financial statements. This amount allowed us to
extend the termination date through January 14, 2025. Following December 31, 2024, we made additional deposits totaling $204,364 to
extend the termination date to April 14, 2025.

 The financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be
unable to continue as a going concern.

 Commitments and Contractual Obligations

 We do not have any long-term debt, capital lease
obligations, operating lease obligations or long-term liabilities.

 The underwriters are entitled to a deferred fee
of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will be waived by the underwriters in the event that the Company does
not complete a Business Combination, subject to the terms of the underwriting agreement.

 On December 4, 2023, the Company received an executed
deferred underwriting fees waiver letter from J.P. Morgan Securities LLC, one of the Company's underwriters, informing the Company
of its decision to waive any entitlement it may have to its deferred underwriting fees payable held in the Trust Account in respect of
any Business Combination. The waiver does not cover deferred underwriting fees payable to Citigroup Global Market Inc. (representing 50%
of the total deferred underwriting fees payable, or $4,025,000).

 Administrative Services Agreement

 Following our IPO, the Company pays the Sponsor
or an affiliate a monthly fee of $10,000 for office space, utilities, secretarial and administrative services. In August 2023, the Company
and its Sponsor executed an agreement to discontinue the remittance of administrative fees to the Sponsor with an effective date of August
1, 2023. For the year ended December 31, 2024 and 2023, we incurred $120,000 and $120,000 in administrative support fees respectively.

 Promissory
 Note - Related Party

 On December 6, 2023, the Company entered into a promissory note agreement
with the Sponsor. This note is payable on demand and has an interest rate equal to the CME Term Secured Overnight Financing Rate (SOFR)
three-month rate, fixed on a quarterly basis. For the year ended December 31, 2024 and 2023, the Company has $1,032,227 and $0 outstanding
balance under this promissory note. This outstanding includes $32,228 and $0 in interest as of December 31, 2024 and 2023.

 On June 12, 2024, the Company entered into another promissory note agreement
with the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,125,000. The promissory note is
non-interest bearing and payable on the earlier of (i) December 31, 2025, and (ii) the consummation of the Initial Business Combination.
As of December 31, 2024, the Company had $85,000 outstanding balance under this promissory note.

 Registration Rights

 The holders of Founder Shares and Private
Placement Warrants, including any that may be issued upon conversion of Working Capital Loans, if any (and any Class A ordinary
shares issuable upon the exercise of the Private Placement Warrants, including any that may be issued upon conversion of the Working
Capital Loans), will be entitled to registration rights pursuant to a registration rights agreement entered into prior to the
consummation of the IPO. These holders will be entitled to certain demand and "piggyback" registration rights. However,
the registration rights agreement provides that the Company is not required to effect or permit any registration or cause any
registration statement to become effective until termination of the applicable lock-up period. The Company will bear the expenses
incurred in connection with the filing of any such registration statements.

 Critical Accounting Estimates

 The preparation of the financial statements and
related disclosures in conformity with accounting principles generally accepted in the United States of America requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities
at the date of the financial statements, and income and expenses during the periods reported. Actual results could materially differ from
those estimates. We have identified the following critical accounting estimates.

 Warrant liability

 The Company accounted for the Public and Private Warrants issued in
connection with the Initial Public Offering and the private placement in accordance with Financial Accounting Standards Board (FASB)
ASC Topic 815, "Derivatives and Hedging." As a result, the Company assessed the warrants and recognized them at fair value,
with subsequent changes in fair value recorded in earnings. Given the reliance on unobservable inputs in the valuation process, the warrants
are classified as Level 3 instruments under the fair value hierarchy.

 Recent Accounting Standards

 See "Recent Accounting Pronouncements"
in Note 2 of the accompanying financial statements.

 JOBS Act

 The Jumpstart Our Business Startups Act of 2012
(the "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 a result, the financial statements may not be comparable
to companies that comply with new or revised accounting pronouncements as of public company effective dates.

 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, (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 CEO'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 7A. Quantitative and Qualitative Disclosures About Market
Risk.

 We are 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.

 Item 8. Financial Statements and Supplementary Data.

 Reference is made to pages F-1 through F-22
comprising a portion of this Annual Report on Form 10-K.

 Item 9. Changes In and Disagreements with Accountants on Accounting
and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls are procedures that are designed
with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Report,
is recorded, processed, summarized, and reported within the time period specified in the SEC's rules and forms. Disclosure controls
are also designed with the objective of ensuring that such information is accumulated and communicated to our management, including the
chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Our management
evaluated, with the participation of our current chief executive officer and chief financial officer (our "Certifying Officers"),
the effectiveness of our disclosure controls and procedures as of December 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act.
Based upon that evaluation, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of December
31, 2024 due to the material weaknesses described below.

 As previously disclosed in Part II, Item 9A of
our Annual Report on Form 10-K for the year ended December 31, 2023, as of December 31, 2023, we identified a material weakness related
to errors in the presentation and disclosure of earnings per share related to the waived deferred underwriter fees and
the calculation of weighted average number of shares outstanding, Class A ordinary shares subject to possible redemption and related accretion,
certain supplemental disclosures on the statement of cash flows and certain disclosures in the financial statements related to comparative
information, as well as incomplete disclosures in the Results of Operations, Liquidity and Capital Resources and Critical Accounting Policies
sections in Management's Discussion and Analysis of Financial Condition and Results of Operations. In the preparation of the Company's
annual report for fiscal year 2024, we identified material weakness related to incorrect inputs used in the valuation methodology for
the Company's warrant liabilities. These errors were corrected in the financial statements attached to our annual report on Form
10-K for the year ended December 31, 2024. As part of such process, management concluded that material weaknesses in internal control
over financial reporting existed related to the process of presentation and disclosure and valuation. A material weakness is a deficiency,
or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material
misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.

 We do not expect that our disclosure controls
and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.
Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits
must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation
of disclosure controls and procedures can provide absolute assurance that we have detected all our control deficiencies and instances
of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of
future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

 Management's Report on Internal Controls Over Financial Reporting

 Management of the Company is responsible for establishing
and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles in the United States of America. The Company's internal control
over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in
the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations
of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

 Any system of internal control, no matter
how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and
misstatements due to error or fraud may occur and not be detected in a timely manner. Also, because of changes in conditions,
internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only
reasonable assurance with respect to financial statement preparation.

 Management assessed the effectiveness of the
Company's internal control over financial reporting as of December 31, 2024. In making this assessment, management used the
criteria set forth in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in "Internal
Control-Integrated Framework." Based on this assessment and those criteria, management concluded that our internal control
over financial reporting was not effective as of December 31, 2024, due to the material weaknesses related to incorrect inputs used
in the valuation methodology for the Company's warrant liabilities, errors in the presentation and disclosure of earnings per
share, certain supplemental disclosures on the statement of cash flows, and certain disclosures in the financial statements related
to comparative information described above.

 In light of these material weaknesses, we plan
to enhance our presentation and disclosure controls. Our plans currently include extensive research on complex accounting topics and training
of management personnel. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these
initiatives will ultimately have the intended effects.

 This annual report does not include an attestation
report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's
report was not subject to attestation by the Company's registered public accounting firm pursuant to the rules of the Securities
and Exchange Commission that permit the Company to provide only management's report in this Annual Report.

 Changes in Internal Control over Financial Reporting

 Except for the material weaknesses described above,
there 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 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent
Inspections

 Not applicable.

 Item 10. Directors, Executive Officers and Corporate Governance

 Directors and Executive Officers

 Name

 Age

 Position

 Ricardo Leonel Scavazza

 Chairman and Director

 Chief Executive Officer and Director

 Ana Cristina Russo

 Chief Financial Officer

 Pedro Paulo Elejalde de Campos

 Maria Cl udia Mello Guimar es

 Our directors and executive officers are as follows:

 Ricardo Leonel Scavazza, Chairman and Director

 Ricardo Leonel Scavazza is the Chairman of
our board of directors. Mr. Scavazza is a Managing Partner of Patria Investments Limited and is the Chief Executive Officer &
Chief Investments Officer of Latin American Private Equity. Mr. Scavazza is responsible for all Latam Private Equity strategy at
Patria Investments Limited. Before taking over as CEO & CIO for Private Equity Latam, Mr. Scavazza served as the Head of Private
Equity Strategy in Brazil. Mr. Scavazza joined Patrim nio in 1999, became a Partner in 2005, and has worked on several new
investments and acquisitions for the portfolio companies of Private Equity Funds I, II, III, IV and V. Mr. Scavazza held operating
roles in several investments, including a tenure as Chief Executive Officer at Anhanguera between 2009 and 2013. He was Chief
Financial Officer at DASA in 2001 and at Anhanguera Educacional from 2003 to 2006. Mr. Scavazza holds a bachelor's degree in
Business Administration and Management from Funda o Getulio Vargas (FGV) and the University of Texas at Austin. Mr.
Scavazza also holds a Master's in Business Administration and Management from the Kellogg School of Management at Northwestern
University.

 Jos Augusto Gon alves de Ara jo Teixeira,
Chief Executive Officer and Director

 Jos Augusto Gon alves de Ara jo
Teixeira is our Chief Executive Officer and a Director. Mr. Teixeira is a Partner of Patria Investments Limited, where he currently serves
as a member of its Management Committee and as Head of Marketing and Products. Mr. Teixeira is primarily responsible for Patria's
Global Product & Marketing strategy and development as well as for leading distribution efforts in Brazil. Previously, Mr. Teixeira
served as the Head of Marketing and Investor Relations for Private Equity products between 2013 and 2020. From 2005 to 2013, Mr. Teixeira
was fully dedicated to Anhanguera Educacional, Patria's flagship investment in Education, where he held various senior positions:
he served as Chief Financial Officer between 2011 and 2013, including oversight over the company's robust M&A program; Investor
Relations Officer between 2007 and 2013; Strategic, Commercial and Financial Planning Director between 2007 and 2011; and Financial Planning
Manager between 2005 and 2007. Prior to the investment in Anhanguera, Mr. Teixeira focused on the development of Patria Investments Limited's
post-secondary Education thesis and worked at Anhembi-Morumbi University. Prior to joining Patria in 2004, Mr. Teixeira worked with the
Latin American Research Sales team at Goldman Sachs in New York. Mr. Teixeira holds a bachelor's degree in Political Science and
Economics from Amherst College.

 Ana Cristina Russo, Chief Financial Officer

 Ana Cristina Russo is our Chief Financial Officer
since May 2023. Ms. Russo is also the Chief Financial Officer of Patria Investments Limited and a member of its Management Committee and
is primarily responsible for finance, operations, fund administration and technology. Before taking over as CFO, Ms. Russo was the department
head and Brazil CFO for Philip Morris International from 2015 to 2022 and for Remy Cointreau from 1994 to 2022. Ms. Russo also served
as Central America & Caribbean and Latin America & Canada CFO for Philip Morris International from 2012 to 2022, as well as Chief
Auditor from 2015 to 2018. She also has developed a deep connection with business process, acting as a Business Partner to division leaders
and General Managers, as well as managing a full P&L as GM of Central America & Caribbean from 2018 to 2022. Ms. Russo holds a
bachelor's and post-graduate's degrees in business administration from Funda o Getulio Vargas, and a Leadership
Program certification from the International Institute for Management Development.

 Pedro Paulo Elejalde de Campos, Director

 Pedro Paulo Elejalde de Campos serves as a Director.
Mr. Campos is currently a Managing Partner at Arsenal Investimentos, a Brazilian based investment and advisory firm. Mr. Campos joined
Arsenal in 2017 and is responsible for leading its investment banking activities. Prior to that, from 2011 to 2017, Mr. Campos was a Partner
at Patria Investimentos, a Brazilian investment firm associated with Blackstone Group from New York, where he was responsible for Blackstone's
investments in Brazil and Patria Investment Limited's investment banking operations. From 2003 to 2011, Mr. Campos was at Angra
Partners, an investment and financial advisory firm, where he was a Founding Managing Partner responsible for its general management,
investment committees (chair) and investment portfolios. In addition, during his career, Mr. Campos held the position of a Managing Director
at Citigroup from 2000 to 2003, the President and CEO of GE Capital Latin America and Banco GE Capital Brasil from 1996 to 2000. Mr. Campos
started his professional career in 1982 at J.P. Morgan offices in New York and left the firm in 1995 as a Vice President. Also, along
his career, Mr. Campos has served as board director in several corporations and non-profit organizations. Mr. Campos holds bachelors'
degrees in Engineering and Business Administration; both from Universidade Federal do Rio Grande Sul.

 Ricardo Barbosa Leonardos, Director

 Ricardo Barbosa Leonardos serves as a Director.
Currently, Mr. Leonardos is a founding partner of Symphony (since 2002), a family business consulting firm focused on governance, succession,
financial planning and family office. In this role, Mr. Leonardos structured and was the CEO of the Diniz family office for five years.
Additionally, Mr. Leonardos is the vice-chairman of the Tecnisa S.A.'s board of directors (since 2006), an independent board member
of Biosev S.A./Louis Dreyfuss Group (since 2013), a member of the board of directors of Associa o Umane (since 2016), an
independent member of the board of ASG Holdings/Athena Sa de (since 2020) and serves on the advisory board of the family holding
companies Componente (since 2010) and Jaguari (since 2019). With over 30 years of experience in the capital markets and investments, Mr.
Leonardos has worked in mergers and acquisitions, IPOs, privatization processes, portfolio management and investment funds. Mr. Leonardos
is certified as an advisor by the IBGC-Brazilian Institute of Corporate Governance, as a consultant for family businesses by the Family
Firm Institute of Boston, as portfolio manager authorized by the U.S. Securities and Exchange Commission and as an analyst by APIMEC.
Mr. Leonardos holds a bachelor's degree in Economics from the Faculdade de Economica S o Luis and an MBA from the Leonard
N. Stern School of Business at New York University. He also holds a certificate in Technology Innovation in Planning Effective Investments
in Technology Markets from Tel-Aviv University – Coller School of Management Business Leaders and in the Digital Immersion Program
from Digital House of S o Paulo.

 Maria Cl udia Mello Guimar es, Director

 Maria Cl udia Mello Guimar es serves
as a Director. She is a partner at KPC Consulting Firm, a member of Petrobras' Board of Directors, a member of Petrobras'
Audit Committee and president of Petrobras' Environment, Safety and Health Committee. A former board member of Constellation Oil
Services in Luxembourg, Ms. Guimar es also worked as Investment Banking Manager Director at Bank of America Merrill Lynch for almost
10 years. Before that, Ms. Guimar es had experiences at ING, Ita Bank, Bank Boston and ABN AMRO working in several areas,
such as investment banking, corporate finance, corporate banking, credit risk, debt restructuring and project finance, mainly focused
on Natural Resources, Energy and Capital Goods companies. Additionally, Ms. Guimar es holds a bachelor's degree in Engineering
from Universidade Federal do Rio de Janeiro (UFRJ) with a master's degree from COPPEAD - UFRJ.

 Advisors to the Board of Directors

 We have formed an advisory board comprised of
Flavio Uchoa Teles de Menezes, Luiz Elisio Castello Branco de Melo, Norberto Whitaker Sobral Jannuzzi, Peter Paul Loren o Estermann,
Thiago Lima Borges, Jos Antonio Toledo Vieira, Fernando Machado Terni, Walter Domingues de Faria Jr, Jos Roberto Ferraz,
Gil Conrado Karsten and Pedro de Andrade Faria. Such individuals will assist our management team with sourcing and evaluating business
opportunities and devising plans and strategies to optimize any business that we acquire following the consummation of this offering.
The advisors are neither paid nor reimbursed for any out-of-pocket expenses in connection with the search of acquisition targets before
or after the consummation of our initial business combination. We have not currently entered into any formal arrangements or agreements
with the members of our advisory board to provide services to us and they will have no fiduciary obligations to present business opportunities
to us.

 Our advisors to the board of directors are as
follows:

 Name

 Age

 Position

 Flavio Uchoa Teles de Menezes

 Listed Equities

 Luiz Elisio Castello Branco de Melo

 Consumer

 Norberto Whitaker Sobral Jannuzzi

 Healthcare Products

 Peter Paul Loren o Estermann

 Food and Distribution

 Thiago Lima Borges

 Consumer

 Jos Antonio Toledo Vieira

 Healthcare Products

 Fernando Machado Terni

 Healthcare Services

 Walter Domingues de Faria Jr

 Distribution

 Jos Roberto Ferraz

 Healthcare

 Gil Conrado Karsten

 Food

 Pedro de Andrade Faria

 Technology and Listed Equities

 Flavio Uchoa Teles de Menezes, Listed Equities

 Flavio Uchoa Teles de Menezes is a Partner &
Chief Investment Officer for Constructivist Equity Fund, or CEF, at Patria Investments Limited. Mr. Menezes is primarily responsible for
the supervision of the Constructivist Equity Fund. Before taking over as CIO for Constructivist Equity Fund, Mr. Menezes served as one
of Patria's officers since 2012 in the Public Equities business unit. Mr. Menezes was the founder and investment officer of Mainstay
Asset Management, an investment management boutique, from 2007 to 2012. Before that, he was partner and Chief Investment Officer at GPS
– Global Portfolio Strategists, a leading investment advisory company, from 2001 to 2006. He started his career at Banco Patrim nio
in 1991 as an equity research analyst and portfolio manager, becoming a partner in 1996. He was also a Vice President and co-head of equity
asset management for Chase Manhattan Bank in Brazil. Mr. Menezes also serves at the Boards of Directors of Tenda, a listed Brazilian homebuilder,
where he leads the Audit and Finance Committee, CVC Corp., one of Latin America's leading travel services companies and at the Fiscal
Board of Unidas, Brazil's second largest mobility company. Mr. Menezes holds a BA in Business Administration from Funda o
Getulio Vargas and an MBA with a concentration in Finance and Accounting from the University of Chicago's Booth School of Business.

 Luiz Elisio Castello Branco de Melo, Consumer

 Luiz Elisio Castello Branco de Melo is an Operating
Partner at Patria Investments Limited with a demonstrated history of working in the retail industry, including food and beverage retail,
e-commerce, clothing, and others. for over 35 years. As CEO of Natulab, Mr. Melo has been responsible for leading and developing Patria's
F&B Portfolio and its healthcare products. Before joining Patria, Mr. Melo held senior executive positions in Submarino, Lojas Americanas,
Lojas Renner, Hortifruti and GPA. Mr. Melo holds a degree of Civil Engineering from Universidade do Estado do Rio de Janeiro (1983) and
an Advanced Executive Program in Business Administration and Management of Northwestern University – Kellogg School of Management
(2014).

 Norberto Whitaker Sobral Jannuzzi, Healthcare Products

 Norberto Whitaker Sobral Jannuzzi is a Partner
at Patria Investments Limited & Head of Private Equity Healthcare Strategy Brazil. Mr. Jannuzzi is primarily responsible for managing
funds and investments in Patria's Private Equity business unit since 2011, responsible for several investments in funds IV, V and
VI including Elfa, Natulab, Eve and Atrial. Mr. Jannuzzi was also CFO and CTO for healthcare portfolio companies between 2012 and 2016.
Mr. Jannuzzi joined Patria Investments Limited in 2011 and became a partner in 2019. Prior to joining Patria Investments Limited, Mr.
Jannuzzi was an investment lead at HAL Investments (Dutch Private Equity) based in its Latin America Office and was responsible for investments
in the healthcare and retail markets. Earlier in his career, Mr. Jannuzzi was a Business Development head at Novo Nordisk Pharma (NVO)
for Latin America between 2006 and 2009. Mr. Jannuzzi started his professional career as a management consultant at Accenture, focused
on strategy projects and based in London and S o Paulo between 2003 and 2006. Mr. Jannuzzi holds a bachelor's degree with
honors in Business Administration from the University of Bath/U.K. (1999-2003).

 Peter Paul Loren o Estermann, Food and Distribution

 Peter Paul Loren o Estermann is a
Partner at Patria Investments Limited and Chief of Portfolio Management of Value Creation Business for Latam strategies. He has over
40 years of professional experience, including 12 years in agribusiness, 10 years in the industry for the transformation of
polymers, paper and cellulose and refractory materials, 12 years in telecommunications and health services, and 6 years in retail.
Previously, Mr. Estermann was the CEO of GPA (from April 2018 to November 2020), where he was responsible for the operations in the
region, with over 100,000 employees and a revenue of R$60 billion. Mr. Estermann was also Infrastructure and Strategic Development
Officer of GPA from June 2014 to October 2015. Mr. Estermann has developed his career in different industries and the service
sector, and in large and leading companies with different areas of expertise, differentiated in terms of technology, management
models and cultures. Mr. Estermann was CEO of Via Varejo S. A. (2015-2018, 2018-2019) and Vice-CEO and Chief Operating Officer of
Medial Sa de (2006 - 2007). Mr. Estermann has held important positions in various European and Brazilian companies since
1981. Mr. Estermann holds a degree in Agronomy Engineering from the Federal University of Lavras – Minas Gerais and post
graduate studies from Harvard Business School ("Making Corporate Boards more Effective" – 2008, "Audit
Committees in a New Era of Governance" – 2008 and "Program for Management Development/PMD" –
1999).

 Thiago Lima Borges, Consumer

 Thiago Lima Borges is the current CFO of Smartfit.
Mr. Borges is primarily responsible for managing the capital structure in a high growth multi-national healthcare company. Before joining
Smartfit, Mr. Borges was the CFO and IRO of Arezzo&Co from 2009 to 2017 and was responsible for structuring key strategic initiatives
to support the company's high growth profile and also led the IPO process on the BOVESPA stock exchange. Prior to this, Mr. Borges
worked at Tarpon Investments, where Mr. Borges served as an investment analyst covering the consumer/retail sector. Earlier in his career,
Mr. Borges worked for nearly five years at Braskem, in different strategic areas. His last position was Senior Investment Analyst of the
Vinylic market and products, managing operational investments and strategic planning. Mr. Borges started his professional career at Ernst&
Young, working in sectors such as chemicals, energy and financials. Mr. Borges holds a bachelor's degree in Business Administration
at Unifacs and earned his MBA from Stanford University. In 2014 he was elected the best finance executive in the Brazilian retail industry
and was awarded with Grand Prix for the Best Overall Investor Relation Program for small and mid-cap companies in Brazil.

 Jos Antonio Toledo Vieira, Healthcare Products

 Jos Antonio Toledo Vieira is currently
the Operating Partner at Patria Investments Limited and also the CEO of Elfa Medicamentos, a Patria-owned pharmaceutical distributor in
Brazil. Mr. Vieira has more than 30 years of experience in the Pharma Sector in companies like Novartis, AbbVie and AstraZeneca in Brazil,
Portugal, Australia, New Zealand and the UK. Mr. Vieira started his career in Novartis where Mr. Vieira took several Commercial roles,
having also worked for about 2 years for Novartis in Portugal. Mr. Vieira left to take over AstraZeneca Brazil as the Country President
for 5 years, being transferred to Sydney where Mr. Vieira lived for 5 years as the Country President for Australia and New Zealand. In
2011, he moved to London to take a role as a VP in Global Commercial at AstraZeneca's headquarters and returned to Brazil in 2013,
with the mission to spin-off the Pharmaceutical division of Abbot in order to create AbbVie in the country. In early 2015, Mr. Vieira
accepted the role of Country President at Novartis Brazil and joined Patria Investments Limited in November 2018. Nowadays, Mr. Vieira
is also a Board Member to Elfa Medicamentos and Natulab Pharmaceutical in Brazil. Mr. Vieira is an economist, with an MBA from Business
School S o Paulo in Brazil and is also an AMP Harvard Alumni.

 Fernando Machado Terni, Healthcare Services

 Fernando Machado Terni is the Operating Partner
for the Healthcare Services platform at Patria Investments Limited, responsible for investments in Alliar, Athena and BioRitmo (since
2019). Mr. Terni first joined Patria Investments Limited in 2012 as CEO of Alliar. Prior to joining Patria Investments Limited, Mr. Terni
served as CEO of Grupo Schincariol (today Heineken), a $3 billion enterprise in the beer & soft drink segment. Mr. Terni was also
the CEO of Nokia in Brazil and Senior VP for Latin America for five years, after being CEO of Intelig Telecom (today TIM), a long distance
operator and internet provider. Mr. Terni served as Vice President for Energy Transmission and Distribution for 20 years at ABB (Asea
Brown Boveri) where he began his career holding several positions in the energy and industrial segments. Mr. Terni holds a degree in Electrical
Engineering from Escola de Engenharia Mau and an MBA from Funda o Getulio Vargas, S o Paulo. Mr. Machado
Terni also holds an Executive MBA from The Kellogg School of Management at Northwestern University and Executive Education from The Fuqua
School of Business at Duke University.

 Walter Domingues de Faria Jr, Distribution

 Walter Domingues de Faria Jr is the CEO of
Beauty Holding Co, a Patria Investments Limited invested company. Mr. Faria is in charge of the fast moving consumer goods
distribution company project in Patria Investments Limited, focused on grocery and supermarket stores. Mr. Faria has a comprehensive
expertise in general management and organizational development at fast moving consumer goods companies (Colgate-Palmolive,
Coca-Cola, Clorox and Danone) and at the largest wholesaler distribution company in Brazil (Martins), a family owned company. Mr.
Faria holds a bachelors' degree in Business Administration from S o Marcos University (1988), extension in Economy from
S o Paulo University (1989), General Management Program from USA Center for Creative Leadership (2005), General Management
CEO Legacy from IMD & Funda o Dom Cabral (2016) and Board of Directors Program from Funda o Dom
Cabral (2020).

 Jos Roberto Ferraz, Healthcare

 Jos Roberto Ferraz has 32 years of international
experience in the healthcare industry, leading organizations in a variety of segments such as surgery, specialty pharma, e-commerce and
retail OTC. Mr. Ferraz has held senior executive positions at Livanova plc, Nestle Health and Johnson & Johnson and had board experiences
in Brazil and abroad. Mr. Ferraz holds a bachelor's degree in Business Administration and a postgraduate degree in International
Marketing and Finance, both from Funda o Getulio Vargas (FGV).

 Gil Conrado Karsten, Food

 Gil Conrado Karsten is a Partner at Patria Investments
Limited & Private Equity Divestment Latam. Mr. Karsten is primarily responsible for the Divestment process of all the Private Equity
portfolio companies. In addition, Mr. Karsten is also a board member of the current portfolio companies of the food & beverages vertical:
Delly's, Superfrio, Frooty and Gran Coffee. Prior to this, Mr. Karsten managed a portfolio of companies in the same food & beverages
vertical and worked on new business efforts in Patria Investments Limited's Private Equity. In the beginning of his career at Patria
Investments Limited, Mr. Karsten acted as Chief Operating Officer at LFG, a business unit of Anhanguera. Before joining Patria Investments
Limited in 2008, Mr. Karsten worked for 5 years as Chief Operating Officer of a leading Brazilian retail company and as Export Director
of a large consumer goods company. Mr. Karsten worked for more than 8 years in investment banking, at J.P. Morgan in New York and S o
Paulo and at Banco Patrim nio. Mr. Karsten holds a bachelor's degree in Business Administration from Funda o
Getulio Vargas (FGV) and an MBA from the University of Chicago Graduate School of Business.

 Pedro de Andrade Faria, Technology & Listed Equities

 Pedro de Andrade Faria is a partner and founder
of Kamaroopin Gestora de Recursos Ltda., or Kamaroopin, an investment management company that received an investment from one of Patria
Investments Limited entities. Mr. Faria is primarily responsible for growth equities initiatives, mainly in the sectors of petcare, healthcare
and finance at Kamaroopin. Before his partnership with Patria, Mr. Faria was a founding partner and portfolio manager at Tarpon Investimentos
S.A. between June 2002 and May 2020. He was also the CEO of BRF S.A. between December 2013 and December 2017. In addition, Mr. Faria is
the Chairman of the Board and Board Member of different companies such as Petlove Cayman Ltd, Zenklub – Tecnologias S.A. and Kepler
Weber S.A.. Mr. Faria holds a bachelor's degree in business administration from Funda o Getulio Vargas and an MBA
from The University of Chicago Booth School of Business.

 Investment Committee

 We expect to benefit from Patria's investment
committee, which is currently comprised of Ricardo Leonel Scavazza and Alexandre Teixeira de Assump o Saigh, as well as
certain officers of the Patria group, Ol mpio Matarazzo Neto, Ot vio Castello Branco, Daniel Sorrentino and Andre Sales.
Patria's investment committee members have been investing together for an average of 20 years, with decades of experience in the
financial and business services sectors, and we believe they have a sustained investment performance track record across market cycles.

 Family Relationships

 There are no family relationships among the officers
and directors.

 Number and Terms of Office of Officers and Directors

 Our board of directors consists of five members
and is divided into three classes with only one class of directors being appointed in each year, and with each class (except for those
directors appointed prior to our first general meeting) serving a three-year term. The term of office of the first class of directors,
consisting of Pedro Paulo Elejalde de Campos, will expire at our first annual general meeting. The term of office of the second class
of directors, consisting of Ricardo Barbosa Leonardos and Maria Cl udia Mello Guimar es, will expire at the second annual
general meeting. The term of office of the third class of directors, consisting of Ricardo Leonel Scavazza and Jos Augusto Gon alves
de Ara jo will expire at the third annual general meeting.

 Only holders of Class B ordinary shares will have
the right to appoint directors in any general meeting held prior to or in connection with the completion of our initial business combination
and prior to the conversion of all of the Class B ordinary shares. Holders of our public shares will not be entitled to vote on the appointment
of directors during such time. These provisions of our amended and restated memorandum and articles of association relating to the rights
of holders of Class B ordinary shares to appoint directors prior to the consummation of our initial business combination may be amended
by a special resolution passed by a majority of at least 90% of our ordinary shares voting in a general meeting. Our officers are appointed
by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of
directors is authorized to appoint officers as it deems appropriate pursuant to our amended and restated memorandum and articles of association.

 Director Independence

 If we were relisted on Nasdaq, Nasdaq listing
standards would require that a majority of our board of directors be independent within one year of our initial public offering. An "independent
director" is defined generally as a person who, in the opinion of the company's board of directors, has no material relationship
with the listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).
We have three "independent directors" as defined in Nasdaq listing standards and applicable SEC rules. Our board of directors
has determined that Pedro Paulo Elejalde de Campos, Ricardo Barbosa Leonardos and Maria Cl udia Mello Guimar es are "independent
directors" as defined in Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled
meetings at which only independent directors are present.

 Officer and Director Compensation

 None of our officers or directors have received
any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier
of consummation of our initial business combination and our liquidation, we will pay our sponsor or an affiliate thereof up to $10,000
per month for office space, utilities, salaries or other cash compensation paid to consultants to our sponsor, secretarial and administrative
support services provided to members of our management team and other expenses and obligations of our sponsor. In addition, our sponsor,
officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection
with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their
affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than
quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement
payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection
with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any
kind, including finder's and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their
respective affiliates, prior to completion of our initial business combination.

 After the completion of our initial business combination,
directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All
of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials
furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount
of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation
will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be
responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended
to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority
of the independent directors on our board of directors.

 We do not intend to take any action to ensure
that members of our management team maintain their positions with us after the consummation of our initial business combination, although
it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after
our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with
us may influence our management's motivation in identifying or selecting a target business but we do not believe that the ability
of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision
to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide for
benefits upon termination of employment.

 Committees of the Board of Directors

 Our board of directors has three standing committees:
an audit committee, a compensation committee and a nominating and corporate governance committee. Both our audit committee and our compensation
committee are composed solely of independent directors. Each committee operates under a charter approved by our board and have the composition and responsibilities described below.

 Audit Committee

 Pedro Paulo Elejalde de Campos, Ricardo Barbosa
Leonardos and Maria Cl udia Mello Guimar es serve as members and Maria Cl udia Mello Guimar es serve as chair
of the audit committee. Pedro Paulo Elejalde de Campos, Ricardo Barbosa Leonardos and Maria Cl udia Mello Guimar es are
independent of and unaffiliated with our sponsor and our underwriters.

 Maria Cl udia Mello Guimar es is
financially literate and our board of directors has determined that Maria Cl udia Mello Guimar es qualifies as an "audit
committee financial expert" as defined in applicable SEC rules and has accounting or related financial management expertise.

 We have adopted an audit committee charter, which
will detail the principal functions of the audit committee, including:

 assisting
board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our
independent registered public accounting firm's qualifications and independence, and (4) the performance of our internal audit
function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the
work of the independent registered public accounting firm and any other independent registered public accounting firm engaged by us;

 pre-approving
all audit and non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting
firm engaged by us, and establishing pre-approval policies and procedures; reviewing and discussing with the independent registered public
accounting firm all relationships the registered public accounting firm has with us in order to evaluate their continued independence;

 setting
clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least
annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm's
internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review,
of the independent registered public accounting firm, or by any inquiry or investigation by governmental or professional authorities,
within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such
issues;

 meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent registered public accounting firm, including reviewing our specific disclosures under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations"; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

 reviewing with management, the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the FASB, the SEC or other regulatory authorities.

 Compensation Committee

 Ricardo Barbosa Leonardos and Maria Cl udia
Mello Guimar es serve as the members and Ricardo Barbosa Leonardos serve as chair of the compensation committee.

 We have adopted a compensation committee charter,
which will detail the principal functions of the compensation committee, including:

 reviewing
and approving on an annual basis the corporate goals and objectives relevant to our chief executive officer's compensation, evaluating
our chief executive officer's performance in light of such goals and objectives and determining and approving the remuneration
(if any) of our chief executive officer's based on such evaluation;

 reviewing
and making recommendations to our board of directors with respect to the compensation, and any incentive compensation and equity based
plans that are subject to board approval of all of our other officers;

 reviewing
our executive compensation policies and plans;

 implementing
and administering our incentive compensation equity-based remuneration plans;

 assisting
management in complying with our proxy statement and annual report disclosure requirements;

 approving
all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

 producing
a report on executive compensation to be included in our annual proxy statement; and

 reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors.

 Notwithstanding the foregoing, as indicated above,
no compensation of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers,
directors or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of
an initial business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation
committee will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection
with such initial business combination.

 The charter also provides that the compensation
committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser
and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging
or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider
the independence of each such adviser, including the factors required by the SEC.

 Nominating and Corporate Governance Committee

 The members of our nominating and corporate governance
are Pedro Paulo Elejalde de Campos and Ricardo Barbosa Leonardos. Pedro Paulo Elejalde de Campos serves as chair of the nominating and
corporate governance committee.

 We have adopted a nominating and corporate governance
committee charter, which will detail the purpose and responsibilities of the nominating and corporate governance committee, including:

 identifying,
screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending
to the board of directors candidates for nomination for appointment at the annual general meeting or to fill vacancies on the board of
directors;

 developing
and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

 coordinating
and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance
of the company; and

 reviewing
on a regular basis our overall corporate governance and recommending improvements as and when necessary.

 The charter also provides that the nominating
and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used
to identify director candidates, and will be directly responsible for approving the search firm's fees and other retention terms.

 We have not formally established any specific,
minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating
nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our
business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders.
Prior to our initial business combination, holders of our public shares will not have the right to recommend director candidates for nomination
to our board of directors.

 Compensation Committee Interlocks and Insider Participation

 None of our officers currently serves, or in the
past year has served, as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

 Section 16(a) Beneficial Ownership Reporting Compliance

 Section 16(a) of the Exchange Act requires our
officers, directors and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes
in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based
solely upon a review of such forms, we believe that during the period from February 25, 2021 (inception) through December 31, 2021 there
were no delinquent filers.

 Code of Business Conduct and Ethics

 We adopted a Code of Business Conduct and
Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Business Conduct and Ethics as an
exhibit to the registration statement of which our final prospectus is a part. You will be able to review this document by accessing
our public filings at the SEC's web site at www.sec.gov. In addition, a copy of the Code of Business Conduct and Ethics
and the charters of the committees of our board of directors will be provided without charge upon request from us. See the section
of our final prospectus entitled "Where You Can Find Additional Information." If we make any amendments to our Code of
Business Conduct and Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including
any implicit waiver, from a provision of the Code of Business Conduct and Ethics applicable to our principal executive officer,
principal financial officer principal accounting officer or controller or persons performing similar functions requiring disclosure
under applicable SEC rules, we will disclose the nature of such amendment or waiver on our website. The information
included on our website is not incorporated by reference into our final prospectus or in any other report or document we file with
the SEC, and any references to our website are intended to be inactive textual references only.

 Insider Trading Policies and Procedures

 We maintain insider trading policies and procedures
governing the purchase, sale, and/or other dispositions of our company's securities by directors, officers, and employees that we
believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations.
A copy of our insider trading policy is filed as exhibit 19 to our annual report on Form 10-K. In addition, it is our policy to comply
with applicable securities and state laws, including insider trading laws, when engaging in transactions in the company's securities.

 Conflicts of Interest

 Under Cayman Islands law, directors and officers
owe the following fiduciary duties:

 (i)
 duty
to act in good faith in what the director or officer believes to be in the best interests of the company as a whole;

 (ii)
 duty
to exercise powers for the purposes for which those powers were conferred and not for a collateral purpose;

 (iii)
 directors
should not improperly fetter the exercise of future discretion;

 (iv)
 duty
to exercise powers fairly as between different sections of shareholders;

 (v)
 duty
not to put themselves in a position in which there is a conflict between their duty to the company and their personal interests; and

 (vi)
 duty
to exercise independent judgment.

 In addition to the above, directors also owe a
duty of care which is not fiduciary in nature. This duty has been defined as a requirement to act as a reasonably diligent person having
both the general knowledge, skill and experience that may reasonably be expected of a person carrying out the same functions as are carried
out by that director in relation to the company and the general knowledge skill and experience of that director.

 As set out above, directors have a duty not to
put themselves in a position of conflict and this includes a duty not to engage in self-dealing, or to otherwise benefit as a result of
their position. However, in some instances what would otherwise be a breach of this duty can be forgiven and/or authorized in advance
by the shareholders provided that there is full disclosure by the directors. This can be done by way of permission granted in the memorandum
and articles of association or alternatively by shareholder approval at general meetings.

 Each of our officers and directors presently
has, and any of them in the future may have additional, fiduciary or contractual obligations to another entity pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if any of
our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or she has
then- current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present
such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. Our amended and
restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual
serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from
engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any
interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a
corporate opportunity for any director or officer on the one hand, and us, on the other.

 Below is a table summarizing the other entities
to which our officers and directors currently have fiduciary duties or contractual obligations:

 Individual

 Entity/Organization

 Entity's

Business

 Affiliation

 Ricardo Leonel Scavazza

 Patria Investments Limited

 Partner and Officer

 Patria Holdings Limited

 Shareholder

 Patria Investments Limited

 Partner and Officer

 Patria Holdings Limited

 Shareholder

 Ana Cristina Russo

 Patria Investments Limited

 Partner and Officer

 Pedro Paulo Elejalde de Campos

 Arsenal Investimentos

 Advisory Services

 Partner

 Symphony Consultoria e Participa es

 Consulting Services

 Partner

 Tecnisa S.A.

 Construction

 Biosev S.A.

 Energy

 Associa o Umane

 NGO

 ASG Holdings/Athena Sa de

 Healthcare

 Componente Holding

 Advisory Board

 Jaguari Comercial e Agricola

 Consumer/Retail

 Advisory Board

 Maria Cl udia Mello Guimar es

 KPC Consulting Firm

 Consulting Services

 Partner

 Petrobras – Petroleo Brasileiro

 Energy/Oil

 Potential investors should also be aware of the
following other potential conflicts of interest:

 Our
officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict of interest
in allocating their time between our operations and our search for a business combination and their other businesses. We do not intend
to have any full-time employees prior to the completion of our initial business combination. Each of our officers is engaged in several
other business endeavors for which he may be entitled to substantial compensation, and our officers are not obligated to contribute any
specific number of hours per week to our affairs.

 Our
initial shareholders purchased founder shares prior to the date of our IPO and purchased private placement warrants in a transaction
that closed simultaneously with the closing of our IPO. Our sponsor, officers and directors have entered into a letter agreement with
us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and public shares in connection
with the completion of our initial business combination. Additionally, our sponsor, officers and directors have agreed to waive their
rights to liquidating distributions from the trust account with respect to their founder shares if we fail to complete our initial business
combination within the prescribed time frame. If we do not complete our initial business combination within the prescribed time frame,
the private placement warrants will expire worthless. Furthermore, our sponsor, officers and directors have agreed not to transfer, assign
or sell any of their founder shares and any Class A ordinary shares issuable upon conversion thereof until the earlier to occur of: (i)
one year after the completion of our initial business combination or (ii) the date following the completion of our initial business combination
on which we complete a liquidation, merger, share exchange or other similar transaction that results in all of our shareholders having
the right to exchange their ordinary shares for cash, securities or other property.

 Notwithstanding the foregoing, if the closing price of our Class A
ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination,
the founder shares will be released from the lockup.

 The private placement warrants (including the Class A ordinary shares
issuable upon exercise of the private placement warrants) will not be transferable until 30 days following the completion of our initial
business combination. Because each of our officers and directors will own ordinary shares or warrants directly or indirectly, they may
have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our
initial business combination.

 Our
officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention
or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our
initial business combination.

 We are not prohibited from pursuing an initial
business combination with a business combination target that is affiliated with our sponsor, officers, directors or funds managed by certain
of our affiliates or completing the business combination through a joint venture or other form of shared ownership with our sponsor, officers,
directors or funds managed by certain of our affiliates. In the event we seek to complete our initial business combination with a business
combination target that is affiliated with our sponsor, officers, directors or funds managed by certain of our affiliates, such transaction
would be subject to approval by a majority of our independent and disinterested directors. We would not be required to obtain an opinion
from a third party firm in such event to address whether the business combination is fair to our public shareholders from a financial
point of view. Furthermore, in no event will our sponsor or any of our existing officers or directors, or any of their respective affiliates,
be paid by the company any finder's fee, consulting fee or other compensation prior to, or for any services they render in order
to effectuate, the completion of our initial business combination. Further, since the date our securities were first listed on Nasdaq,
we also pay our sponsor or an affiliate thereof up to $10,000 per month for office space, utilities, salaries or other cash compensation
paid to consultants to our sponsor, secretarial and administrative services provided to members of our management team and other expenses
and obligations of our sponsor.

 We cannot assure you that any of the above mentioned
conflicts will be resolved in our favor.

 In the event that we submit our initial business
combination to our public shareholders for a vote, our sponsor, officers and directors have agreed to vote their founder shares, and they
and the other members of our management team have agreed to vote their founder shares and any shares purchased during or after the offering
in favor of our initial business combination.

 Limitation on Liability and Indemnification of Officers and Directors

 Cayman Islands law does not limit the extent
to which a company's memorandum and articles of association may provide for indemnification of officers and directors, except
to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide
indemnification against willful default, fraud or the consequences of committing a crime. Our amended and restated memorandum and
articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including
for any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect.
We expect to purchase a policy of directors' and officers' liability insurance that insures our officers and directors
against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to
indemnify our officers and directors. We also intend to enter into indemnity agreements with them.

 Our officers and directors have agreed to waive
any right, title, interest or claim of any kind in or to any monies in the trust account, and have agreed to waive any right, title, interest
or claim of any kind they may have in the future as a result of, or arising out of, any services provided to us and will not seek recourse
against the trust account for any reason whatsoever. Accordingly, any indemnification provided will only be able to be satisfied by us
if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial business combination.

 Our indemnification obligations may discourage
shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary duty. These provisions also may have
the effect of reducing the likelihood of derivative litigation against our officers and directors, even though such an action, if successful,
might otherwise benefit us and our shareholders. Furthermore, a shareholder's investment may be adversely affected to the extent
we pay the costs of settlement and damage awards against our officers and directors pursuant to these indemnification provisions.

 We believe that these provisions, the insurance
and the indemnity agreements are necessary to attract and retain talented and experienced officers and directors.

 Item 11. Executive Compensation.

 None of our officers or directors have received
any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on Nasdaq through the earlier
of consummation of our initial business combination and our liquidation, we will pay our sponsor or an affiliate thereof up to $10,000
per month for office space, utilities, salaries or other cash compensation paid to consultants to our sponsor, secretarial and administrative
support services provided to members of our management team and other expenses and obligations of our sponsor. In addition, our sponsor,
officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection
with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations.
Our audit committee will review on a quarterly basis all payments that were made to our sponsor, officers or directors, or our or their
affiliates. Any such payments prior to an initial business combination will be made from funds held outside the trust account. Other than
quarterly audit committee review of such reimbursements, we do not expect to have any additional controls in place governing our reimbursement
payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection
with identifying and consummating an initial business combination. Other than these payments and reimbursements, no compensation of any
kind, including finder's and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their
respective affiliates, prior to completion of our initial business combination.

 After the completion of our initial business combination,
directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All
of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials
furnished to our shareholders in connection with a proposed initial business combination. We have not established any limit on the amount
of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation
will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be
responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended
to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority
of the independent directors on our board of directors.

 We do not intend to take any action to ensure
that members of our management team maintain their positions with us after the consummation of our initial business combination, although
it is possible that some or all of our officers and directors may negotiate employment or consulting arrangements to remain with us after
our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with
us may influence our management's motivation in identifying or selecting a target business but we do not believe that the ability
of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision
to proceed with any potential business combination. We are not party to any agreements with our officers and directors that provide
for benefits upon termination of employment.

 Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters

 The following table sets forth information regarding
the beneficial ownership of our ordinary shares available to us as of December 31, 2024, with respect to our ordinary shares held by:

 each person known by us to be the beneficial owner of more than 5% of our issued and outstanding ordinary shares;

 each of our officers and directors; and

 all our officers and directors as a group.

 Unless otherwise indicated, we believe that all
persons named in the table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them.
The following table does not reflect record or beneficial ownership of the private placement warrants as these warrants are not exercisable
within 60 days of March 14, 2022.

 In March 2021, one of our officers paid $25,000,
or approximately $0.004 per share, to cover certain of our offering costs, in exchange for an aggregate of 7,187,500 founder shares, which
were temporarily issued to such officer until such shares were transferred to our sponsor in April 2021. In February 2022, our sponsor
forfeited 1,437,500 founder shares for no consideration, remaining with 5,750,000 founder shares. Prior to our IPO, our sponsor transferred
30,000 of our founder shares to each of our three independent directors. Prior to the initial investment in the company of $25,000 by
one of our officers, the company had no assets, tangible or intangible. The number of founder shares outstanding was determined based
on the expectation that the total size of our IPO would be a maximum of 23,000,000 units, given that the underwriters' over-allotment
option was exercised in full and therefore such founder shares represent 20% of the outstanding shares after our IPO.

 On June 12, 2023, we held an extraordinary general
meeting of our shareholders (the "2023 Extraordinary General Meeting"). At the 2023 Extraordinary General Meeting, our shareholders
approved amendments to our amended and restated memorandum and articles of association to extend the termination date by which we have
to consummate an initial business combination from June 14, 2023 to June 14, 2024, in addition to other proposals. Accordingly, we had
up to June 14, 2024 to consummate our initial business combination. In connection with the 2023 Extraordinary General Meeting, shareholders
holding an aggregate of 6,119,519 of our Class A ordinary shares exercised their right to redeem their shares on June 14, 2023. Following
such redemptions, 16,880,481 Class A ordinary shares remained outstanding and subject to redemption. Additionally, the Sponsor paid monthly deposit of $300,000 into the Trust Account on behalf of the Company through May 2024.

 On June 12, 2024, we held another extraordinary
general meeting of our shareholders (the "2024 Extraordinary General Meeting"). At the 2024 Extraordinary General Meeting,
our shareholders approved further amendments to our amended and restated memorandum and articles of association to extend the termination
date by which we have to consummate an initial business combination from June 14, 2024 (the date which is 27 months from the closing date
of the Company's IPO) on a monthly basis for up to 15 times by an additional one month each time up to September 14, 2025 (the date
which is 42 months from the closing date of the Company's IPO), unless the closing of a Business Combination shall have occurred
prior thereto or such earlier date as determined by the Board, for a deposit, for each monthly extension, of the lesser of (i) $75,000
and (ii) $0.015 for each Class A ordinary share then outstanding. In connection with the 2024 Extraordinary General Meeting, shareholders
holding an aggregate of 12,339,057 of the Company's Class A ordinary shares exercised their right to redeem their shares at approximately
$11.45 per share or $141,300,945. Following such redemptions, 4,541,424 Class A ordinary shares remain outstanding and subject to redemption
and the Trust Account had a remainder balance of approximately $52 million immediately following the withdrawal for Class A ordinary shares
redemptions. The Company has deposited $68,121 into the Trust Account to effect the extension of the termination date for consecutive
additional one-month periods, from June 14, 2024 to January 14, 2025. We made an aggregate subsequent deposit of $204,363 into the Trust
Account to extend the termination date through April 14, 2025.

 The post-offering and post-redemption percentages
in the following table reflect the full exercise of the over-allotment option by the underwriters, that no founder shares were surrendered,
and that there were 4,541,424 Class A ordinary shares and 5,750,000 Class B ordinary shares issued and outstanding, respectively, as of
December 31, 2024.

 Class A ordinary shares

 Class B ordinary shares(2)

 Name of Beneficial Owners(1)

 Number of
 shares
 Beneficially
 Owned

 Approximate
 Percentage
 of Class

 Number of
 shares
 Beneficially
 Owned

 Approximate
 Percentage
 of Class

 Approximate
 Percentage
 of Ordinary

 5% Shareholders

 Patria SPAC LLC (3)

 —

 —

 5,660,000

 100.0
 %

 55.0
 %

 Entities affiliated with Westchester Capital Management, LLC (4)

 1,521,421

 33.5
 %

 —

 —

 14.8
 %

 First Trust Merger Arbitrage Fund (5)

 969,800

 21.4
 %

 —

 —

 9.4
 %

 Meteora Capital, LLC (6)

 450,000

 9.9
 %

 —

 —

 4.4
 %

 Entities affiliated with AQR Capital Management (7)

 424,999

 9.4
 %

 —

 —

 4.1
 %

 Entities affiliated with Wolverine Asset Management(8)

 405,308

 8.9
 %

 —

 —

 3.9
 %

 Glazer Capital, LLC (9)

 400,000

 8.8
 %

 —

 —

 3.9
 %

 Mizuho Financial Group, Inc.(10)

 370,511

 8.2
 %

 3.6
 %

 Ricardo Leonel Scavazza

 —

 —

 —

 —

 —
 %

 —

 —

 —

 —

 —
 %

 Ana Cristina Russo

 —

 —

 —

 —

 —
 %

 Pedro Paulo Elejalde de Campos

 —

 —

 30,000

 *

 *
 %

 —

 —

 30,000

 *

 *
 %

 Maria Cl udia Mello Guimar es

 —

 —

 30,000

 *

 *
 %

 All officers and directors as a group (six individuals)

 —

 —

 90,000

 2.0
 %

 *
 %

 *

 Less than one percent.

 (1)

 Unless otherwise noted, the business address of each of the following is 60 Nexus Way, 4th Floor, Camana Bay, PO Box 757, KY1-9006, Grand Cayman, Cayman Islands.

 (2)

 Interests shown consist solely of founder shares, classified as Class B ordinary shares. Such shares may be converted into Class A ordinary shares concurrently with or immediately following the consummation of our initial business combination on a one-for-one basis, subject to adjustment, as described in the section of our final prospectus entitled "Description of Securities."

 (3)

 Patria SPAC LLC, our sponsor, is the record holder of such shares, and Patria SPAC LLC is wholly owned by Patria Finance Limited. There are four managers of Patria SPAC LLC's board of managers: Ricardo Leonel Scavazza, Jos Augusto Gon alves de Ara jo Teixeira, Alexandre Teixeira de Assump o Saigh, and Ana Cristina Russo. Each manager of Patria SPAC LLC has one vote, and the approval of three of the four members of the board of managers is required to approve an action of Patria SPAC LLC. Under the so-called "rule of three," if voting and dispositive decisions regarding an entity's securities are made by two or more individuals, and a voting and dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity's securities. This is the case with regard to Patria SPAC LLC. Based upon the foregoing analysis, no individual manager of Patria SPAC LLC exercises voting or dispositive control over any of the securities held by Patria SPAC LLC even those in which he directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares and, for the avoidance of doubt, each expressly disclaims any such beneficial interest to the extent of any pecuniary interest he may have therein, directly or indirectly.

 (4)

 This information is based solely on the Schedule 13G filed with the SEC on February 14, 2024 on behalf of Westchester Capital Management, LLC ("Westchester", a Delaware limited liability company, Virtus Investment Advisers, Inc. ("Virtus"), a Massachusetts corporation, and The Merger Fund ("MF"), a Massachusetts business trust. Virtus, a registered investment adviser, serves as the investment adviser to each of MF, The Merger Fund VL ("MF VL"), Virtus Westchester Event-Driven Fund ("EDF") and Virtus Westchester Credit Event Fund ("CEF"). Westchester, a registered investment adviser, serves as sub-advisor to each of MF, MF VL, EDF, CEF, JNL/Westchester Capital Event Driven Fund ("JNL"), JNL Multi-Manager Alternative Fund ("JARB") and Principal Funds, Inc. – Global Multi-Strategy Fund ("PRIN", together with MF, MF VL, EDF, CEF, JNL, and JARB, the "Funds"). The Funds directly hold Ordinary Shares of the Company for the benefit of the investors in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester. The business address of Westchester Capital Management, LLC is 100 Summit Drive, Valhalla, NY 10595, of Virtus Investment Advisers, Inc. is One Financial Plaza, Hartford, CT 06103 and of The Merger Fund is 101 Munson Street, Greenfield, MA 01301-9683.

 (5)

 This information is based solely on the Schedule 13G filed with the SEC on February 14, 2024 on behalf of First Trust Merger Arbitrage Fund ("VARBX"), First Trust Capital Management L.P. ("FTCM"), First Trust Capital Solutions L.P. ("FTCS") and FTCS Sub GP LLC ("Sub GP"). VARBX, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940. FTCM, an investment adviser registered with the SEC that provides investment advisory services to, among others, (i) series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act of 1940, specifically First Trust Multi-Strategy Fund and VARBX and (ii) Highland Capital Management Institutional Fund II, LLC, a Delaware limited liability company (collectively, the "Client Accounts"). FTCS, a Delaware limited partnership and control person of FTCM. Sub GP, a Delaware limited liability company and control person of FTCM. As investment adviser to the Client Accounts, FTCM has the authority to invest the funds of the Client Accounts in securities (including Ordinary Shares of the Issuer) as well as the authority to purchase, vote and dispose of securities, and may thus be deemed the beneficial owner of any shares of the Issuer's Ordinary Shares held in the Client Accounts. As of December 31, 2024, VARBX owned 934,747 shares of the outstanding Ordinary Shares of the Issuer, while FTCM, FTCS and Sub GP collectively owned 969,800 shares of the outstanding Ordinary Shares of the Issuer. FTCS and Sub GP may be deemed to control FTCM and therefore may be deemed to be beneficial owners of the Ordinary Shares reported in this Schedule 13G. No one individual controls FTCS or Sub GP. FTCS and Sub GP do not own any Ordinary Shares of the Issuer for their own accounts. The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, WI 53212.

 (6)

 This information is based solely on the Schedule 13G/A filed with the SEC on February 14, 2025 on behalf of Meteora Capital, LLC, a Delaware limited liability company ("Meteora Capital") held by certain funds and managed accounts to which Meteora Capital serves as investment manager (collectively, the "Meteora Funds"), and Vik Mittal, as the Managing Member of Meteora Capital, with respect to the shares of Ordinary Shares held by the Meteora Funds. The address of the business office of each of Meteora Capital and Vik Mittal is 1200 N Federal Hwy, #200, Boca Raton FL 33432.

 (7)

 This information is based solely on the Schedule 13G filed with the SEC on November 13, 2024 on behalf of AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, AQR Arbitrage, LLC, AQR Global Alternative Investment Offshore Fund, L.P and AQR Capital Management GP Ltd. AQR Capital Management, LLC, a Delaware limited liability company is a wholly owned subsidiary of AQR Capital Management Holdings, LLC, a Delaware limited liability company. AQR Arbitrage, LLC, a Delaware limited liability company is deemed to be controlled by AQR Capital Management, LLC. AQR Capital Management, LLC, and AQR Arbitrage, LLC act as investment managers to AQR Global Alternative Investment Offshore Fund, L.P, a Cayman Islands limited partnership. AQR Capital Management GP Ltd. is the general partner of AQR Global Alternative Investment Offshore Fund, L.P. The principal business address of each of the entities is One Greenwich Plaza, Greenwich, CT 06830.

 (8)

 This information is based solely on the Schedule 13G filed with the SEC on October 16, 2024 on behalf of Wolverine Asset Management, LLC, an Illinois limited liability company, Wolverine Holdings, L.P., an Illinois limited partnership, Wolverine Trading Partners, Inc., an Illinois corporation, Christopher L. Gust and Robert R. Bellick. Wolverine Asset Management, LLC ("WAM") is an investment manager and has voting and dispositive power over 405,308 Class A ordinary shares. The sole member and manager of WAM is Wolverine Holdings, L.P. ("Wolverine Holdings"). Robert R. Bellick and Christopher L. Gust may be deemed to control Wolverine Trading Partners, Inc. ("WTP"), the general partner of Wolverine Holdings. Each of Wolverine Holdings, Mr. Bellick, Mr. Gust, and WTP have voting and disposition power over 405,308 Class A ordinary shares. The address of the business office of each of these shareholders is c/o Wolverine Asset Management, LLC, 175 West Jackson Boulevard, Suite 340, Chicago, IL 60604.

 (9)

 This information is based solely on the Schedule 13G filed with the SEC on November 14, 2024 on behalf of Glazer Capital, LLC., a Delaware limited liability company ("Glazer Capital") held by certain funds and managed accounts to which Glazer Capital serves as investment manager (collectively, the "Glazer Funds"), and Mr. Paul J. Glazer (Mr. Glazer"), as the Managing Member of Glazer Capital, with respect to the shares of Ordinary Shares held by the Glazer Funds. The address of the business office of each of Glazer Capital and Mr. Glazer is 250 West 55th Street, Suite 30A, New York, New York 10019.

 (10)

 This information is based solely on the Schedule 13G filed with
 the SEC on February 13, 2025 on behalf of Mizuho Financial Group, Inc., a corporation organized under the laws of Japan. Mizuho
 Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity
 securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary. The address of the business office is
 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan.

 Our initial shareholders beneficially own 25%
of our then issued and outstanding ordinary shares and, after giving effect to the redemption in connection with the extension of our
termination date, our sponsor beneficially owns approximately 25.4% of the issued and outstanding ordinary shares as of March 29, 2024.
Only holders of Class B ordinary shares will have the right to appoint directors in any general meeting held prior to or in connection
with the completion of our initial business combination or the conversion of all of our Class B ordinary shares. Holders of our public
shares will not have the right to appoint any directors to our board of directors prior to our initial business combination or the conversion
of all of our Class B ordinary shares. Because of this ownership block, our initial shareholders may be able to effectively influence
the outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and
articles of association and approval of significant corporate transactions including our initial business combination.

 Our Sponsor purchased an aggregate of 14,500,000
Private Placement Warrants at a price of $1.00 per Private Placement Warrant, or approximately $14,500,000 in a private placement that
occurred simultaneously with the closing of our IPO. The private placement warrants are identical to the warrants sold in our IPO except
that the private placement warrants, so long as they are held by our sponsor or its permitted transferees, (i) will not be redeemable
by us, (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 our initial business combination, (iii) may be exercised
by the holders on a cashless basis and (iv) will be entitled to registration rights. The private placement warrants may not, subject to
certain limited exceptions, be transferred, assigned or sold by the holder. A portion of the purchase price of the private placement warrants
was added to the proceeds from our IPO to be held in the trust account such that at the time of closing of our IPO $236,900,000 was held
in the trust account. If we do not complete our initial business combination within the Combination Period, the private placement warrants
will expire worthless. The private placement warrants are subject to the transfer restrictions described below.

 Patria SPAC LLC, our sponsor, and our officers
and directors are deemed to be our "promoters" as such term is defined under the federal securities laws.

 Transfers of Founder Shares and Private Placement Warrants

 The founder shares, private placement warrants
and any Class A ordinary shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up
provisions in the agreement entered into by our sponsor and management team. Those lock-up provisions provide that such securities are
not transferable or salable (i) in the case of the founder shares, until the earlier of (A) one year after the completion of our initial
business combination or earlier if, subsequent to our initial business combination, the closing price of the Class A ordinary shares equals
or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination and (B) the
date following the completion of our initial business combination on which we complete a liquidation, merger, share exchange or other
similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities
or other property and (ii) in the case of the private placement warrants and any Class A ordinary shares issuable upon conversion or exercise
thereof, until 30 days after the completion of our initial business combination except in each case (a) to our officers or directors,
any affiliate or family member of any of our officers or directors, any affiliate of our sponsor or to any member of our sponsor or any
of their affiliates, (b) in the case of an individual, as a gift to such person's immediate family or to a trust, the beneficiary
of which is a member of such person's immediate family, an affiliate of such person or to a charitable organization; (c) in the
case of an individual, by virtue of laws of descent and distribution upon death of such person; (d) in the case of an individual, pursuant
to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or similar
arrangement or in connection with the consummation of a business combination at prices no greater than the price at which the shares or
warrants were originally purchased; (f) by virtue of the laws of the Cayman Islands or our sponsor's limited liability company agreement
upon dissolution of our sponsor, (g) in the event of our liquidation prior to our consummation of our initial business combination; or
(h) in the event that, subsequent to our consummation of an initial business combination, we complete a liquidation, merger, share exchange
or other similar transaction which results in all of our shareholders having the right to exchange their Class A ordinary shares for cash,
securities or other property; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into
a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreements.

 Registration Rights

 The holders of the (i) founder shares, which were
issued in a private placement prior to the closing of our IPO, (ii) private placement warrants, which were issued in a private placement
simultaneously with the closing of our IPO and the Class A ordinary shares underlying such private placement warrants and (iii) private
placement warrants that may be issued upon conversion of working capital loans will have registration rights to require us to register
a sale of any of our securities held by them pursuant to a registration rights agreement. Pursuant to the registration rights agreement
and assuming $1,500,000 of working capital loans are converted into private placement warrants, we will be obligated to register up to
21,750,000 Class A ordinary shares and 16,000,000 warrants. The number of Class A ordinary shares includes (i) 5,750,000 Class A ordinary
shares to be issued upon conversion of the founder shares, (ii) 14,500,000 Class A ordinary shares underlying the private placement warrants
and (iii) 1,500,000 Class A ordinary shares underlying the private placement warrants issued upon conversion of working capital loans.
The number of warrants includes 14,500,000 private placement warrants and up to 1,500,000 additional private placement warrants issuable
upon conversion of working capital loans. The holders of these securities are entitled to make up to three demands, excluding short form
demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights with respect
to registration statements filed subsequent to our completion of our initial business combination. We will bear the expenses incurred
in connection with the filing of any such registration statements.

 Equity Compensation Plans

 As of December 31, 2024 and 2023, we had no compensation
plans (including individual compensation arrangements) under which equity securities were authorized for issuance.

 Item 13. Certain Relationships and Related Transactions, and Director
Independence

 In March 2021, one of our officers paid
$25,000, or approximately $0.004 per share, to cover certain of our offering costs, in exchange for an aggregate of 7,187,500
founder shares, which were temporarily issued to such officer until such shares were transferred to our sponsor in April 2021. In
February 2022, our sponsor forfeited 1,437,500 founder shares for no consideration, remaining with 5,750,000 founder shares.

 In connection with our IPO and pursuant to a written
agreement, our sponsor purchased through a private placement 14,500,000 warrants, each exercisable to purchase one Class A ordinary share
at $11.50 per share, at a price of $1.00 per warrant, or $14,500,000, in a private placement that closed simultaneously with the closing
of our IPO. The private placement warrants will be identical to the warrants sold in our IPO except that the private placement warrants,
so long as they are held by our sponsor or its permitted transferees, (i) will not be redeemable by us, (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 our initial business combination, (iii) may be exercised by the holders on a cashless
basis and (iv) will be entitled to registration rights. The private placement warrants (including the Class A ordinary shares issuable
upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

 We currently utilize office space at 60 Nexus
Way, 4th Floor, Camana Bay, PO Box 757, KY1-9006, Grand Cayman, Cayman Islands from our sponsor as our executive offices.

 No compensation of any kind, including finder's
and consulting fees, will be paid by the company to our sponsor, officers and directors, or any of their respective affiliates, for services
rendered prior to or in connection with the completion of an initial business combination. In addition, these individuals will be reimbursed
for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and
performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were
made to our sponsor, officers, directors or our or their affiliates.

 On March 3, 2021, we issued an unsecured promissory
note to the Sponsor, pursuant to which we could borrow up to an aggregate principal amount of $250,000. The promissory note was non-interest
bearing and payable on the earlier of (i) December 31, 2022, and (ii) the completion of the IPO. On January 31, 2022, we amended the promissory
note to provide an additional borrowing of $250,000, for a total borrowing capacity of $500,000. Promissory note balance as of December
31, 2021 was $437,508, which was fully paid upon our consummation of our initial public offering on March 14, 2022. As of December 31,
2024, there is no outstanding balance on the promissory note.

 In addition, in order to finance transaction costs
in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and
directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an initial business
combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion
of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used
for such repayment. Up to $2,000,000 of such loans may be convertible into private placement warrants of the post-business combination
entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.
Except as set forth above, the terms of such loans, if any, have not been determined and no written agreements exist with respect to such
loans. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor
or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any
and all rights to seek access to funds in our trust account. As of December 31, 2024, we had an outstanding balance of $4,076,848 due
to the Sponsor related to expenses paid by the Sponsor on behalf of the Company. This amount is due on demand.

 On June 12, 2024, the Company entered into another promissory note
agreement with the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $1,125,000. The promissory
note is non-interest bearing and payable on the earlier of (i) December 31, 2025, and (ii) the consummation of the Initial Business Combination.
As of December 31, 2024, the Company had $85,000 outstanding balance on the promissory note.

 Any of the foregoing payments to our sponsor,
repayments of loans from our sponsor or repayments of working capital loans prior to our initial business combination will be made using
funds held outside the trust account.

 After our initial business combination, members
of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all
amounts being fully disclosed to our shareholders, to the extent then known, in the proxy solicitation or tender offer materials, as applicable,
furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender
offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up
to the directors of the post-combination business to determine executive and director compensation.

 Prior to the date of our IPO, Patria or its affiliates
had expressed to us an interest to purchase an aggregate of 2,300,000 units in our IPO at the offering price and we had agreed to direct
the underwriters to sell to Patria or its affiliates such amount of units. Patria and certain of its affiliates have purchased 2,300,000
units in our IPO at the offering price. For further information, see "Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters-Registration Rights." We have entered into a registration rights agreement with respect
to the founder shares and private placement warrants, which is described under "Item 12. Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters-Registration Rights."

 Following our IPO, we pay the Sponsor or an affiliate
a monthly fee of $10,000 for office space, utilities, secretarial and administrative services. In August 2023, the Company and its Sponsor
executed an agreement to discontinue the remittance of administrative fees to the Sponsor with an effective date of August 1, 2023. For
the year ended December 31, 2024 and 2023, we incurred $120,000 and $120,000 in administrative support fees respectively.

 Policy for Approval of Related Party Transactions

 The audit committee of our board of directors
adopted a policy setting forth the policies and procedures for its review and approval or ratification of "related party transactions."
A "related party transaction" is any consummated or proposed transaction or series of transactions: (i) in which the company
was or is to be a participant; (ii) the amount of which exceeds (or is reasonably expected to exceed) the lesser of $120,000 or 1% of
the average of the company's total assets at year-end for the prior two completed fiscal years in the aggregate over the duration
of the transaction (without regard to profit or loss); and (iii) in which a "related party" had, has or will have a direct
or indirect material interest. "Related parties" under this policy will include: (i) our directors, or officers; (ii) any
record or beneficial owner of more than 5% of any class of our voting securities; (iii) any immediate family member of any of the foregoing
if the foregoing person is a natural person; and (iv) any other person who maybe a "related person" pursuant to Item 404 of
Regulation S-K under the Exchange Act. Pursuant to the gain on def, the audit committee will consider (i) the relevant facts and circumstances
of each related party transaction, including if the transaction is on terms comparable to those that could be obtained in arm's-length
dealings with an unrelated third party, (ii) the extent of the related party's interest in the transaction, (iii) whether the transaction
contravenes our code of ethics or other policies, (iv) whether the audit committee believes the relationship underlying the transaction
to be in the best interests of the company and its shareholders and (v) the effect that the transaction may have on a director's
status as an independent member of the board and on his or her eligibility to serve on the board's committees. Management will present
to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating thereto. Under
the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction in accordance
with the guidelines set forth in the policy. The policy will not permit any director or officer to participate in the discussion of, or
decision concerning, a related person transaction in which he or she is the related party.

 Director Independence

 If we were relisted on Nasdaq, Nasdaq
listing rules would require that a majority of our board of directors be independent within one year of our IPO. An
"independent director" is defined generally as a person who, in the opinion of the company's board of directors,
has no material relationship with the listed company (either directly or as a partner, shareholder, stockholder or officer of an
organization that has a relationship with the company). Our board of directors has determined that Pedro Paulo Elejalde de Campos,
Ricardo Barbosa Leonardos and Maria Cl udia Mello Guimar es are "independent directors" as defined in the
Nasdaq listing standards and applicable SEC rules. Our independent directors will have regularly scheduled meetings at which only
independent directors are present.

 Item 14. Principal Accountant Fees and Services.

 The following is a summary of fees paid to BDO
USA, P.C., for services rendered.

 Audit Fees. Audit fees consist of
fees billed for professional services rendered for the audit for the period from February 25, 2021 (inception) through December 31,
2023 financial statements, reviews of our quarterly financial statements and services that are normally provided by our independent
registered public accounting firm in connection with statutory and regulatory filings. The aggregate fees billed by BDO USA, P.C.
for audit fees, inclusive of required filings with the SEC for the year ended December 31, 2024 totaled $132,306, which is
inclusive of $20,000 in prepaid audit fees. The aggregate fees billed by BDO USA, P.C. for audit fees, inclusive of required filings
with the SEC for the year ended December 31, 2023, totaled $150,931.

 Audit-Related Fees. Audit-related fees
consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of the period
from February 25, 2021 (inception) through December 31, 2023 financial statements and are not reported under "Audit Fees."
For the years ended December 31, 2024 and 2023, BDO USA, P.C. did not render such services.

 Tax Fees. Tax fees consist of fees billed
for professional services relating to tax compliance, tax planning and tax advice. For the years ended December 31, 2024 and 2023, BDO
USA, P.C. did not render such services.

 All Other Fees. All other fees consist
of fees billed for all other services. For the years ended December 31, 2024 and 2023, BDO USA, P.C. did not render any of these other
services.

 Part
IV

 Item 15. Exhibit and Financial Statement Schedules.

 (a)

 The following documents are filed as part of this Form 10-K:

 (1)

 Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm (BDO USA, P.C. New York, New York PCAOB ID # 243)

 Balance Sheets as of December 31, 2024 and 2023

 Statements of Operations for the Years Ended December 31, 2024 and 2023

 Statements of Changes in Ordinary Shares Subject to Possible Redemption and Shareholders' Deficit for the Years Ended December 31, 2024 and 2023

 Statements of Cash Flows for the Year Ended December 31, 2024 and 2023

 Notes to Financial Statements

 (2)

 Financial Statement Schedules:

 None.

 (3)

 Exhibits

 We hereby file as part of this Report the exhibits
listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be accessed on the SEC website at www.sec.gov.

 Exhibit
 No.

 Description

 1.1

 Underwriting Agreement, dated March 9, 2022, between the Company, J.P. Morgan Securities LLC and Citigroup Global Markets Inc., as the underwriters (incorporated herein by reference to Exhibit 1.1 of the Company's Current Report on Form 8-K filed with the SEC on March 14, 2022).

 3.1

 Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the SEC on March 14, 2022).

 3.2

 Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the SEC on June 14, 2023).

 3.3

 Amended and Restated Memorandum and Articles of Association (incorporated herein by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the SEC on June 14, 2024).

 4.1*

 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

 4.2

 Warrant Agreement, dated March 9, 2022, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC on March 14, 2022.

 10.1

 Private Placement Warrants Purchase Agreement, dated March 9, 2022, between the Company and the Sponsor (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on March 14, 2022).

 10.2

 Investment Management Trust Agreement, dated March 9, 2022, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC on March 14, 2022).

 10.3

 Registration Rights Agreement, dated March 9, 2022, between the Company and certain security holders (incorporated herein by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the SEC on March 14, 2022).

 10.4

 Letter Agreement, dated March 9, 2022, among the Company and its officers and directors and Patria SPAC LLC (incorporated herein by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed with the SEC on March 14, 2022).

 10.5

 Administrative Services Agreement, dated March 9, 2022, between the Company and Patria SPAC LLC (incorporated herein by reference to Exhibit 10.5 of the Company's Current Report on Form 8-K filed with the SEC on March 14, 2022).

 10.6

 Promissory Note, dated as of March 3, 2021, issued to Jos Augusto Gon alves de Ara jo Teixeira (incorporated by reference to Exhibit 10.6 of the Company's Registration Statement on Form S-1 (333-254498) filed with the SEC on December 27, 2021).

 10.7

 Promissory Note Assignment Agreement, dated as of December 13, 2021, between Patria SPAC LLC and Jos Augusto Gon alves de Ara jo Teixeira (incorporated herein by reference to Exhibit 10.7 of the Company's Registration Statement on Form S-1 (333-254498) filed with the SEC on December 27, 2021).

 19*

 Statement of Policy Concerning Trading in Company Securities

 31.1*

 Certification of Chief Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 31.2*

 Certification of Chief Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 32.1*

 Certification of the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 32.2*

 Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 Compensation Recoupment Policy (incorporated herein by reference to Exhibit 97 of the Company's Annual Report on Form 10-K filed with the SEC on April 1, 2024).

 101INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *

 Filed herewith.

 Item 16. Form 10-K Summary

 Not applicable.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, on April 11, 2025.

 PATRIA LATIN AMERICAN OPPORTUNITY ACQUISITION CORP.

 By:

 /s/ Jos Augusto Gon alves de Ara jo Teixeira

 Name:

 Title:

 Chief Executive Officer

 Pursuant to the requirements of the Securities
Act of 1933, as amended, this report has been signed below by the following persons in the capacities and on the dates indicated.

 Signature

 Title

 Date

 /s/

 Chief Executive Officer

 Jos
 Augusto Gon alves de Ara jo Teixeira

 (Principal Executive Officer)
 and Director

 /s/
 Ana Cristina Russo

 Chief Financial Officer

 Ana
 Cristina Russo

 (Principal Financial and
 Accounting Officer)

 /s/
 Ricardo Leonel Scavazza

 Ricardo
 Leonel Scavazza

 /s/
 Pedro Paulo Elejalde de Campos

 Pedro
 Paulo Elejalde de Campos

 /s/

 /s/
 Maria Cl udia Mello Guimar es

 Maria
 Cl udia Mello Guimar es

 Report of Independent Registered Public Accounting
Firm

 Shareholders and Board of Directors

 Patria Latin American Opportunity Acquisition
Corp.

 Grand Cayman, Cayman Islands

 Opinion on the Financial
Statements

 We have audited the accompanying balance sheets
of Patria Latin American Opportunity Acquisition Corp. (the "Company") as of December 31, 2024 and 2023, the related statements
of operations, changes in ordinary shares subject to possible redemption and shareholders' deficit and cash flows for each of the
years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial
statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results
of its operations and its cash flows for each of the years then ended, in conformity with accounting principles generally accepted
in the United States of America.

 Going Concern Uncertainty

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company does
not have sufficient cash to sustain its operations that raise substantial doubt about the Company's ability to continue as a going
concern. Management's plans in regard to this matter are also described in Note 1. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are
the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements
based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)
and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's
internal control over financial reporting. Accordingly, we express no such opinion.

 Our audits included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 /s/ BDO USA, P.C.

 We have served as the Company's auditor since
2021.

 New York, NY

 F- 1

CORP

 BALANCE SHEETS

 DECEMBER 31,

2024

 DECEMBER 31,

2023

 ASSETS

 Cash

 $
 2,121

 $
 47,046

 Prepaid expenses

 86,238

 50,967

 Marketable securities held in Trust Account

 Total current assets

 54,141,379

 187,453,658

 Total Assets

 $
 54,141,379

 $
 187,453,658

 LIABILITIES, ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION, AND SHAREHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable

 $
 47,764

 $
 241,365

 Due to related party

 4,076,848

 2,100,000

 Promissory note - related party

 1,117,227

 -

 Deferred underwriting fees payable

 4,025,000

 4,025,000

 Warrant liabilities

 16,378,550

 780,000

 Accrued expenses

 117,473

 74,757

 Total current liabilities

 25,762,862

 7,221,122

 Total liabilities

 25,762,862

 7,221,122

 Commitments and Contingencies (Note 6)

 Class A ordinary shares subject to possible redemption, $ 0.0001 par value; 4,541,424 and 16,880,481 shares at $ 11.90 and 11.10 per share at December 31, 2024 and December 31, 2023, respectively

 Shareholders' deficit

 Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding

 -

 -

 Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; none issued or outstanding (excluding 4,541,424 and 16,880,481 shares subject to possible redemption at December 31, 2024 and 2023)

 -

 -

 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 5,750,000 shares issued and outstanding

 Additional paid-in capital

 -

 -

 Accumulated deficit

 ( 25,675,078
)

 ( 7,123,684
)

 Total shareholders' deficit

 ( 25,674,503
)

 ( 7,123,109
)

 Total Liabilities, Ordinary Shares Subject to Possible Redemption, and Shareholders' Deficit

 $
 54,141,379

 $
 187,453,658

 The accompanying notes are an integral part
of these financial statements.

 F- 2

CORP

STATEMENTS OF OPERATIONS

 2024

 2023

 General and administrative expenses

 1,063,769

 1,161,843

 Loss from operations

 ( 1,063,769
)

 ( 1,161,843
)

 Change in fair value of warrant liabilities

 ( 15,598,550
)

 1,560,000

 Realized gain on investments held in Trust Account

 6,021,473

 10,107,406

 Interest on related party promissory note

 ( 32,228
)

 -

 Gain on waived underwriting fees

 -

 72,651

 Net (loss) income

 $
)

 $

 Weighted average shares outstanding of Class A ordinary shares subject to possible redemption, basic and diluted

 10,104,114

 19,646,839

 Basic and diluted
 net (loss) income per share, Class A subject to possible redemption

 $
 ( 0.39
)

 $
 0.51

 Weighted average shares outstanding of Class B non-redeemable ordinary shares, basic and diluted

 Basic and diluted net (loss) income per share, Class B non-redeemable ordinary shares

 $
 ( 1.18
)

 $
 0.09

 The accompanying notes are an integral part
of these financial statements.

 F- 3

CORP

STATEMENTS OF CHANGES IN ORDINARY SHARES SUBJECT TO POSSIBLE

 REDEMPTION AND SHAREHOLDERS' DEFICIT

FOR THE YEAR ENDED DECEMBER 31, 2024

 Ordinary Shares Subject to Possible Redemption

 Ordinary Shares

 Additional

 Total

 Class A

 Class B

 Paid-In

 Accumulated

 Shareholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance as of January 1, 2024

 16,880,481

 $

 $

 $
 -

 $
 ( 7,123,684
)

 $
 ( 7,123,109
)

 Redemption of Class A ordinary shares

 ( 12,339,057
)

 ( 141,300,945
)

 -

 -

 -

 -

 -

 Deemed contribution for administrative support - related party

 -

 -

 -

 -

 120,000

 -

 120,000

 Accretion of Class A ordinary shares to redemption value

 -

 7,998,320

 -

 -

 ( 120,000
)

 ( 7,878,320
)

 ( 7,998,320
)

 Net loss

 -

 -

 -

 -

 -

)

)

 Balance as of December 31, 2024

 4,541,424

 $

 $

 $
 -

 $
 ( 25,675,078
)

 $
 ( 25,674,503
)

 FOR THE YEAR ENDED DECEMBER 31, 2023

 Ordinary Shares Subject to Possible Redemption

 Ordinary Shares

 Additional

 Total

 Class A

 Class B

 Paid-In

 Accumulated

 Shareholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance as of January 1, 2023

 23,000,000

 $
 240,311,986

 $

 $
 -

 $
 ( 9,446,841
)

 $
 ( 9,446,266
)

 Deferred underwriting fees waiver

 -

 -

 -

 -

 -

 3,952,349

 3,952,349

 Redemption of Class A ordinary shares

 ( 6,119,519
)

 ( 65,163,747
)

 -

 -

 -

 -

 -

 Accretion of Class A ordinary shares to redemption value

 -

 12,207,406

 -

 -

 -

 ( 12,207,406
)

 ( 12,207,406
)

 Net income

 -

 -

 -

 -

 -

 Balance as of December 31, 2023

 16,880,481

 $

 $

 $
 -

 $
 ( 7,123,684
)

 $
 ( 7,123,109
)

 The accompanying notes are an integral part
of these financial statements.

 F- 4

CORP

STATEMENTS OF CASH FLOWS

 2024

 2023

 Cash Flows from Operating Activities

 Net (loss) income

 $
)

 $

 Adjustments to reconcile net (loss) income to net cash used
 in operating activities:

 Interest on related party promissory note

 32,228

 -

 Realized gain on investments held in Trust Account

 ( 6,021,473
)

 ( 10,107,406
)

 Gain on waived underwriting fees

 -

 ( 72,651
)

 Deemed contribution for administrative support - related party

 120,000

 -

 Change in fair value of warrant liabilities

 15,598,550

 ( 1,560,000
)

 Changes in operating assets and liabilities:

 Prepaid expenses

 ( 35,271
)

 256,789

 Accounts payable

 ( 193,601
)

 241,365

 Accrued expenses

 42,716

 6,130

 Net cash used in operating activities

 ( 1,129,925
)

 ( 657,559
)

 Cash Flows from
 Investing Activities

 Trust Account withdrawal - redemption

 141,300,948

 65,163,585

 Proceeds from redemption and maturities of marketable
 securities held in Trust Account

 490,918,712

 793,469,000

 Purchase of U.S. government treasury obligations

 ( 492,895,561
)

 ( 795,568,838
)

 Net cash provided by investing activities

 139,324,098

 63,063,747

 Cash Flows from Financing Activities

 Proceeds from note payable and advances from related party

 3,061,847

 2,100,000

 Repayment of note payable and advances from related party

 -

 ( 3,144
)

 Redemption of Class A ordinary shares subject to possible redemption

 ( 141,300,945
)

 ( 65,163,747
)

 Net cash used in financing activities

 ( 138,239,098
)

 ( 63,066,891
)

 Net decrease in cash

 ( 44,925
)

 ( 660,703
)

 Cash - beginning of year

 47,046

 707,749

 Cash - end of year

 $
 2,121

 $
 47,046

 Supplemental disclosure of noncash investing and financing activities:

 Accretion of Class A ordinary shares to redemption value

 $
 7,998,320

 $
 12,207,406

 Waiver of deferred underwriting
 fees

 $
 -

 $
 4,025,000

 The accompanying notes are an integral part
of these financial statements.

 F- 5

CORP.

NOTES TO FINANCIAL STATEMENTS

 Note 1 - Description of Organization, Business Operations, and Going
Concern

 Patria Latin American Opportunity Acquisition
Corp. (the "Company") is a blank check company incorporated in Cayman Islands on February 25, 2021. The Company was formed
for the purpose of effecting a merger, capital stock exchange, asset acquisition, ordinary shares purchase, reorganization, or similar
business combination with one or more businesses (the "Business Combination"). The Company is an emerging growth company and,
as such, the Company is subject to all of the risks associated with emerging growth companies.

 On May 9, 2024 the Company received a written
notice from the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") indicating that since the Company's
aggregate market value of its outstanding warrants was less than $ 1 million, the Company was no longer in compliance with the Nasdaq
Global Market continued listing criteria set forth in Listing Rule 5452(b)(C), which requires the Company to maintain an aggregate market
value of its outstanding warrants of at least $ 1 million.

 On November 7, 2024, the Company received a further
written notice from the Listing Qualifications Department of Nasdaq indicating that the Company's warrants and units would be subject
to suspension and delisting from The Nasdaq Global Market at the opening of business on November 18, 2024 due to the Company's non-compliance
with: (i) in relation to the warrants, Nasdaq Listing Rule 5452(b)(C), which requires the Company to maintain an aggregate market value
of its outstanding warrants of at least $ 1 million; and (ii) in relation to the units, Nasdaq Listing Rule 5225(a)(1)(A), which requires
that all components of the unit comply with the requirements for continued listing.

 On March 10, 2025, the Company received another
written notice from the Listing Qualifications Department of Nasdaq indicating that the Company's shares, warrants and units would
be subject to suspension and delisting from The Nasdaq Global Market at the opening of business on March 17, 2025 due to the Company's
non-compliance with: IM-5101-2, which requires the company to complete a business combination within 36 months of the effectiveness of
its IPO registration statement.

 As of December 31, 2024, the Company had not commenced
any operations. All activities for the period from February 25, 2021 (inception), through December 31, 2024, relates to the Company's
formation, and the initial public offering ("IPO") described below, and post-IPO expenses. The Company will not generate any
operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate non-operating income
in the form of realized and unrealized gains on investments from the proceeds derived from the IPO.

 On March 14, 2022, the Company consummated its
IPO of 23,000,000 units (the "Units"), including the issuance of 3,000,000 Units as a result of the underwriters exercise
in full of the over-allotment option. Each Unit consists of one Class A ordinary share of the Company, par value $ 0.0001 per share (the
"Class A Ordinary Shares"), and one-half of one redeemable warrant of the Company (each whole warrant, a "Public Warrant"),
with each Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $ 11.50 per share, subject to adjustment.
The Units were sold at a price of $ 10.00 per Unit, generating gross proceeds to the Company of $ 230,000,000.

 The Company's sponsor is Patria SPAC LLC,
a Cayman Islands exempted limited partnership (the "Sponsor"). Simultaneously with the closing of the IPO and pursuant to
the private placement warrants purchase agreement, the Company completed the private sale of 14,500,000 warrants (the "Private Placement
Warrants" and together with the Public Warrants, the "Warrants") to the Sponsor at a purchase price of $ 1.00 per Private
Placement Warrant, generating gross proceeds to the Company of $ 14,500,000.

 Transaction costs amounted to $ 13,779,665, including
$ 8,050,000 in deferred underwriting fees payable, $ 4,600,000 in underwriting fees paid and $ 1,129,665 in other offering costs, of which
$ 314,508 were expensed and $ 13,456,157 charged to temporary equity.

 F- 6

 Following the closing of the IPO on March 14,
2022, an amount of $ 236,900,000 ($ 10.30 per Unit) of the proceeds from the IPO and the sale of the Private Placement Warrants, comprised
of $ 225,400,000 of the proceeds from the IPO (which is net of $ 4,600,000 of the underwriters' fees) and $ 11,500,000 of the proceeds
of the sale of Private Placement Warrants, was placed in a U.S.-based trust account (the "Trust Account") at J.P. Morgan Chase
Bank, N.A. maintained by Continental Stock Transfer & Trust Company, acting as trustee. The funds in the Trust Account were invested
only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act 1940, as amended (the
"Investment Company Act"), having a maturity of 185 days or less or in money market funds meeting certain conditions under
Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except with respect
to earnings on the funds held in the Trust Account after the redemption that may be released to the Company to pay its taxes, if any,
the proceeds from the IPO and the sale of the Private Placement Warrants held in the Trust Account will not be released from the Trust
Account until the earliest of: (i) the completion of the Initial Business Combination; (ii) the redemption of the Class A Ordinary Shares
included in the Units (the "Public Shares") if the Company is unable to complete the Initial Business Combination by 27 months
after the closing of our IPO on March 14, 2022 (the "Combination Period"); or (iii) the redemption of the Public Shares properly
submitted in connection with a shareholder vote to amend the Company's amended and restated memorandum and articles of association
to (A) modify the substance or timing of the Company's obligation to allow redemption in connection with the Initial Business Combination
or to redeem 100% of the Public Shares if the Company has not consummated the Initial Business Combination within the Combination Period
or (B) with respect to any other material provisions relating to shareholders' rights or pre-Initial Business Combination activity.
The proceeds deposited in the Trust Account could become subject to the claims of the Company's creditors, if any, which could have
priority over the claims of the Company's public shareholders. The remaining proceeds outside the Trust Account may be used to pay
for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.

 First Extension

 On June 12, 2023, the Company held an
extraordinary general meeting of the Company's shareholders (the "Extraordinary General Meeting"). At the
Extraordinary General Meeting, the Company's shareholders approved amendments to the Company's Amended and Restated
Memorandum and Articles of Association to extend the termination date by which the Company has to consummate an initial business
combination from June 14, 2023 to June 14, 2024, in addition to other proposals. Accordingly, the Company had up to June 14, 2024 to
consummate its initial business combination. In connection with the Extraordinary General Meeting, shareholders holding an aggregate
of 6,119,519 of the Company's Class A ordinary shares exercised their right to redeem their shares on June 14, 2023. Following
such redemptions, 16,880,481 Class A ordinary shares remained outstanding and subject to redemption and the Trust Account had a
remainder balance of $ 180 million immediately following the withdrawal for Class A ordinary shares redemption. Additionally, the
Sponsor paid monthly deposit of $ 300,000 into the Trust Account on behalf of the Company through May 2024.

 Second Extension

 On June 12, 2024, the Company held an
extraordinary general meeting of the Company's shareholders (the "Extraordinary General Meeting"). At the
Extraordinary General Meeting, the Company's shareholders approved the Extension Amendment Proposal to amend, by way of
special resolution, the Company's Articles, as set forth in the Trust Agreement dated as of March 9, 2022 by and between the
Company and the Trustee, to extend the Termination Date by which the Company has to consummate a Business Combination from June 14,
2024 (the date which is 27 months from the closing date of the Company's IPO) on a monthly basis for up to fifteen times by an
additional one month each time up to September 14, 2025 (the date which is 42 months from the closing date of the Company's
IPO), unless the closing of a Business Combination shall have occurred prior thereto or such earlier date as determined by the
Board, for a deposit, for each monthly extension, of the lesser of (i) $ 75,000 and (ii) $ 0.015 for each Class A ordinary share then
outstanding. In connection with the Extraordinary General Meeting, shareholders holding an aggregate of 12,339,057 of the
Company's Class A ordinary shares exercised their right to redeem their shares at approximately $ 11.45 per share or
$ 141,300,945. Following such redemptions, 4,541,424 Class A ordinary shares remain outstanding and subject to redemption and the
Trust Account had a remainder balance of approximately $ 52 million immediately following the withdrawal for Class A ordinary shares
redemptions. As of December 31, 2024, we had deposited $ 476,849 into the Trust Account in connection with the second extension,
which extends the termination date to January 14, 2025. Following December 31, 2024, we made additional deposits totaling $ 204,364
to extend the termination date to April 14, 2025.

 As of December 31, 2024 and 2023, the Company
had deposited $ 4,076,848 and $ 2,100,000 respectively, in connection with these extensions into the Trust Account. These amounts are included
in the balances of marketable securities held in Trust Accounts, promissory note – related party, and due to related party on the
Company's balance sheets.

 F- 7

 Initial Business Combination

 The Company's management has broad discretion
with respect to the specific application of the net proceeds of the IPO, although substantially all of the net proceeds are intended to
be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business
Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of
at least 80 % of the net assets held in the Trust Account (as defined below) (excluding the amount of deferred underwriting commission
held in Trust and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business
Combination. However, the Company only intends to complete a Business Combination if the post-business combination company owns or acquires
 50 % or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient
for it not to be required to register as an investment company under the Investment Company Act 1940, as amended (the "Investment
Company Act"). Upon the closing of the IPO, management has agreed that an amount equal to at least $ 10.30 per Unit sold in the IPO,
including the proceeds from the sale of the Private Placement Warrants, was held in a Trust Account located in the United States with
Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States "government securities"
within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations,
as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust
Account as described below. The Company provides the holders (the "Public Shareholders") of the Company's issued and
outstanding Class A Ordinary Shares, par value $ 0.0001 per share, sold in the IPO (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 Public Shares for a pro rata portion of the
amount then held in the Trust Account. 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. If the Company seeks shareholder approval,
the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of the Business Combination.
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 Articles of Association (the "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 transaction is required by
law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem the Public
Shares then outstanding 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 their Public Shares irrespective of whether they vote 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) and any Public Shares purchased during or after the IPO in favor of
a Business Combination. 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.

 The Articles of Association provides that a Public
Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a "group" (as defined under Section 13 of the 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 % of the Public Shares, without the prior consent
of the Company. The holders of the Founder Shares (the "initial shareholders") have agreed not to propose an amendment to
the Articles of Association (A) to modify the substance or timing of the Company's obligation to allow redemption in connection
with a Business Combination or to redeem 100 % of the Public Shares if the Company does not complete a Business Combination within the
Combination Period (as defined below) or (B) with respect to any other provision relating to shareholders' rights or pre-initial
Business Combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares
in conjunction with any such amendment.

 F- 8

 If the Company is unable to complete a Business
Combination within the Combination Period and the Company's shareholders have not amended the Articles of Association to extend
such Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably
possible but no more than ten business days thereafter subject to lawfully available funds therefor, redeem the Public Shares then outstanding,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on
the funds held in the Trust Account and not previously released to the Company to pay its taxes, if any (less up to $ 100,000 of interest
to pay dissolution expenses) divided by the number of the then outstanding Public Shares, which redemption will completely extinguish
Public Shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any), subject
to applicable law; 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 law to provide
for claims of creditors and the requirements of other applicable law.

 The initial shareholders have agreed to waive
their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a
Business Combination within the Combination Period. However, if the initial shareholders acquire Public Shares after the IPO, they will
be entitled to liquidating distributions from the Trust if the Company fails to complete a Business Combination within the Combination
Period. The underwriters have agreed to waive their rights to the deferred underwriting commission held in the Trust Account in the event
the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts 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 $ 10.30. 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 third party (except for the Company's independent registered public accounting firm) 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 (a "Target"), reduce the amount of funds in the Trust Account to below (i) $ 10.30 per unit or (ii) the lesser amount
per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of the
trust assets, in each case net of interest which may be withdrawn to pay taxes, provided that such liability will not apply to any claims
by a third party or Target that executed a waiver of any and all rights to seek access to the Trust Account nor will it apply to any claims
under the Company's indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities
Act of 1933, as amended (the "Securities Act"). In the event that an executed waiver is deemed to be unenforceable against
a third party, our sponsor will not be responsible to the extent of any liability for such third-party claims. 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 (other than 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.

 Going Concern

 As of December 31, 2024, the Company had working
capital of $ 28,378,517. The working capital surplus includes the amount of restricted marketable securities held in the Trust Account,
deferred underwriting fees payable and warrant liabilities, all of which have been classified as current at December 31, 2024. The Company's
ability to continue operations through the liquidation date is contingent on the payment of the monthly extension deposit. Working capital
deficit would be $( 5,270,953) if the line items described above were not included in the working capital calculation. Cash of $ 2,121 was
held outside of the Trust Account and is available for the Company's working capital purposes as of December 31, 2024.

 F- 9

 The Company anticipates that the cash held outside
of the Trust Account as of December 31, 2024 will not be sufficient to allow the Company to operate for at least the next 12 months from
the issuance of these financial statements, assuming that a Business Combination is not consummated during that time. Over this time period,
the Company will be using the funds held outside of the Trust Account for paying existing accounts payable and accrued liabilities, identifying
and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying
for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business
Combination. These conditions raise substantial doubt about the Company's ability to continue as a going concern for a period of
time within one year after the date that the financial statements are issued. Management plans to address this uncertainty through consummating
a business combination. In addition, 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 under the Working Capital Loans. There is no assurance that the
Company's plans to consummate the Business Combination will be successful or successful within the Combination Period or that the
Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors will loan the Company funds as may be
required under the Working Capital Loans.

 These financial statements do not include any
adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the
Company be unable to continue as a going concern.

 Risks and Uncertainties

 Global economic conditions have been worsening,
with disruptions to, and volatility in, the credit and financial markets and rising inflation and interest rates in the U.S. If these
conditions persist and deepen, the Company could experience an inability to access additional capital, or our liquidity could otherwise
be impacted. Management continues to evaluate the impact related to rising interest rates and current market condition and has concluded
while it is reasonably possible that these factors could have a negative effect on the Company's financial position and results
of its operations, the specific impact is not readily determinable as of the date of the financial statements. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 The credit and financial markets have experienced
extreme volatility and disruptions due to the current conflict between Ukraine and Russia. The conflict is expected to have further global
economic consequences, including but not limited to the possibility of severely diminished liquidity and credit availability, declines
in consumer confidence, declines in economic growth, increases in inflation rates and uncertainty about economic and political stability.
In addition, the United States and other countries have imposed sanctions on Russia, which increases the risk that Russia, as a retaliatory
action, may launch cyberattacks against the United States, its government, infrastructure and businesses. Any of the foregoing consequences,
including those we cannot yet predict, may cause our business, financial condition, results of operations and the price of our ordinary
shares to be adversely affected.

 Note 2 - Summary of Significant Accounting Policies

 Basis of Presentation

 The accompanying financial statements are presented
in U.S. dollars in conformity with accounting principles generally accepted in the United States ("U.S. GAAP") and pursuant
to the rules and regulations of the Securities and Exchange Commission.

 Emerging Growth Company

 The Company is an "emerging growth
company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012
(the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements that are
applicable to other public companies that are not emerging growth companies. 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 an 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. This may make comparison of the Company's financial statements with another
public company that is neither an emerging growth company nor an emerging growth company which has opted out of using the extended
transition period difficult or impossible because of the potential differences in accounting standards used.

 F- 10

 Use of Estimates

 The preparation of these financial statements
in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of expenses during the reporting period.

 Making estimates requires management to exercise
significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances
that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

 Cash and Cash Equivalents

 The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 2,121 and $ 47,046 in cash outside
of the funds held in the Trust Account, as of December 31, 2024 and 2023, respectively. The Company did not have any cash equivalents
as of December 31, 2024 and 2023.

 Marketable Securities Held in Trust Account

 The assets held in the Trust Account were held
in U.S. government treasury obligations with maturities of 185 days or less, which were invested in U.S. Treasury securities. Trading
securities are presented on the balance sheet at fair value at the end of each reporting period. Earnings on these securities were included
in realized gain on investments held in Trust Account in the accompanying statements of operations.

 Financial Instruments

 The fair value of the Company's assets and
liabilities, which qualify as financial instruments under Accounting Standards Codification ("ASC") 820, "Fair Value
Measurement," approximates the carrying amounts represented in the balance sheet. The Company's derivative financial instruments
are accounted for as liabilities, and the derivative instrument is recorded at its fair value on the issuance date and is then re-valued
at each reporting date. The fair value of the Company's derivative financial instruments is evaluated at the end of each reporting
period, with changes in the fair value reported in the statements of operations. The Company had no other financial assets or liabilities
that were required to be measured at fair value on a recurring basis.

 Fair Value Measurements

 Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. U.S. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy
gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and
the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 Level 1 - Valuations based on unadjusted quoted
prices in active markets for identical assets or liabilities that the Company has the ability to access. Valuation adjustments and block
discounts are not applied. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation
of these securities does not entail a significant degree of judgment.

 F- 11

 Level 2 - Valuations based on (i) quoted prices
in active markets for similar assets and liabilities, (ii) quoted prices in markets that are not active for identical or similar assets,
(iii) inputs other than quoted prices for the assets of liabilities, that are observable, or (iv) inputs that are derived principally
from or corroborated by market data through correlation or other means.

 Level 3 - Valuations based on inputs that are
unobservable and significant to the overall fair value measurement.

 Net (Loss) Income per Ordinary Share

 The Company complies with accounting and disclosure
requirements of ASC 260, "Earnings Per Share." Net (loss) income per ordinary share is computed by dividing net income by
the weighted average number of ordinary share outstanding during the period. The Company did not have any dilutive securities and other
contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. For the
years ended December 31, 2024 and 2023, the Company has not considered the effect of the warrants sold in the Initial Public Offering
and Private Placements to purchase Class A Ordinary Shares in the calculation of diluted (loss) income per share, since their inclusion
is contingent on a future event. As a result, diluted (loss) income per share is the same as basic (loss) income per share for the periods
presented.

 A reconciliation of the (loss) income per
share is below:

 2024

 2023

 Net (loss) income

 $
)

 $

 Accretion of temporary equity in excess of fair value and waiver of underwriter fees

 ( 7,998,320
)

 ( 8,255,057
)

 Net (loss) income including accretion of temporary equity in excess of fair value

 $
 ( 18,671,394
)

 $
 2,323,157

 The Company's statements of operations include
a presentation of (loss) income per share for shares of ordinary shares subject to possible redemption in a manner similar to the two-class
method of earnings per share. With respect to the accretion of the Class A Ordinary Shares subject to possible redemption and consistent
with ASC 480, "Distinguishing Liabilities from Equity," in accordance with ASC 480-10-S99-3A, the Company has treated the
accretion in excess of fair value in the same manner as a dividend, to the extent the redemption value exceeds the fair value, in the
calculation of the net (loss) income per ordinary share.

 For The Year Ended

 December 31, 2024

 For The Year Ended

 December 31, 2023

 Class A

 Class B

 Class A

 Class B

 Basic and diluted net (loss) income per share

 Numerator

 Allocation of net (loss) income including accretion of temporary equity in excess of fair value

 $
 ( 11,899,617
)

 $
 ( 6,771,777
)

 $
 1,797,180

 $
 525,977

 Deemed dividend for accretion of
 temporary equity in excess of fair value and waiver of underwriter fees

 7,998,320

 -

 8,255,057

 -

 Allocation of net (loss) income and deemed dividend

 $
 ( 3,901,297
)

 $
 ( 6,771,777
)

 $
 10,052,237

 $
 525,977

 Denominator

 Weighted average shares outstanding, basic and diluted

 10,104,114

 19,646,839

 Basic and diluted net (loss) income per share

 $
 ( 0.39
)

 $
 ( 1.18
)

 $
 0.51

 $
 0.09

 F- 12

 Class A Ordinary Shares Subject to
Possible Redemption

 The Company accounts for its Class A Ordinary
Shares subject to possible redemption in accordance with the guidance in ASC 480.

 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 other times, ordinary shares
are classified as shareholders' equity. The Company's Class A Ordinary Shares feature contains certain redemption rights that
are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, Class
A Ordinary Shares subject to possible redemption are classified as temporary equity, outside of the shareholders' equity section
of the Company's balance sheets. Accordingly, as of December 31, 2024, 4,541,424 Class A Ordinary Shares subject to possible redemption
is presented at redemption value as temporary equity, outside of the shareholders' deficit section of the Company's balance
sheets.

 The Class A Ordinary Shares subject to possible
redemption are subject to the subsequent measurement guidance in ASC 480-10-S99. Under such guidance, the Company must subsequently measure
the shares to their redemption amount because, as a result of the allocation of net proceeds to transaction costs, the initial carrying
amount of the ordinary shares is less than $ 10.00 per share. In accordance with the guidance, the Company has elected to measure the ordinary
shares subject to possible redemption to their redemption amount (i.e., $ 10.30 per share) immediately as if the end of the first reporting
period after the IPO, March 14, 2022, was the redemption date. Such changes are reflected in additional paid-in capital, or in the absence
of additional paid-in capital, in accumulated deficit. For the year ended December 31, 2024, the Company recorded an accretion of $ 7,998,320.

 Derivative Financial Instruments

 The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC 815,
"Derivatives and Hedging." For derivative financial instruments that are accounted for as liabilities, the derivative instrument
is initially recorded at its fair value on the issuance date and is then re-valued at each reporting date, with changes in the fair value
reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded
as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet
as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months
of the balance sheet date.

 Warrant Liabilities

 The Company accounts for warrants as either equity-classified
or liability-classified instruments based on an assessment of the warrant's specific terms and applicable authoritative guidance
in 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, 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.

 For issued 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. For issued or modified warrants that 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 under the caption change in fair value of warrant liabilities on the statements
of operations.

 The Class A Ordinary Shares and warrants
comprising the units began separate trading on the 52nd day following the date of the IPO. No fractional warrants issued upon
separation of the units and only whole warrants will trade. Accordingly, unless a multiple of two units is purchased, the number of
warrants issuable to you upon separation of the units will be rounded down to the nearest whole number of warrants.

 F- 13

 Additionally, the units will automatically separate
into their component parts and will not be traded after completion of the Initial Business Combination.

 The warrants were valued using a Monte Carlo simulation
model until the Class A ordinary shares and warrants began trading separately on May 4, 2022. From May 4, 2022 through September 30, 2024,
the Public Warrants have been measured using the listed market price and the Private Placement Warrants have been measured by reference
to the trading price of the Public Warrants. In the fourth quarter of the fiscal year, the Company's public warrants ceased trading
on NASDAQ as they did not meet the continued listing requirement of the NASDAQ (Note 1). As of December 31, 2024,
the warrants were valued using a combination of Binomial Lattice and Monte Carlo simulation models.

 Share-based Compensation

 The Company accounts for Founder Shares issued
to its independent directors in accordance with SEC Staff Accounting Bulletin 5T and ASC 718, "Compensation-Stock Compensation."
The fair value of the Founder Shares issued in this arrangement was determined using the implied stock price as of the date of Initial
Public Offering of the Company's Class A ordinary shares and the probability of the success of the Business Combination.

 Offering Costs

 Offering costs consist of legal, accounting, underwriting
and other costs incurred that are directly related to the IPO. Upon the completion of the IPO, the offering costs were allocated using
the relative fair values of the Company's Class A Ordinary Shares and its Public Warrants and Private Placement Warrants. The costs
allocated to warrants were recognized in other expenses and those related to the Company's Class A Ordinary Shares were charged
against the carrying value of Class A Ordinary Shares.

 Underwriting Fees Waiver

 The waiver of the deferred underwriting fees liability
is allocated between the instruments issued at the Initial Public Offering. A portion of the deferred underwriting fees waived are allocated
to income for the amounts previously allocated to the fair value of liability instruments issued, which was initially expensed. The remaining
deferred underwriting fees waived are recorded in accumulated deficit with a related increase in income available to Class B Ordinary
Shares for the amounts previously recognized as a deemed dividend that reduced the net income available to Class B Ordinary Shares (as
the Class A Ordinary Shares Subject to Possible Redemption were accreted to their maximum redemption amount).

 Income Taxes

 The Company follows the asset and liability method
of accounting for income taxes under ASC 740, "Income Taxes." Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the 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.

 ASC 740 prescribes a recognition 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.
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. As of December 31, 2024 and 2023, there were
no unrecognized tax benefits and no amounts were accrued for the payment of interest and penalties.

 F- 14

 There is currently no taxation imposed on income
by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company.
U.S. taxation could be imposed if the Company is engaged in a U.S. trade or business. The Company is not expected to be treated as engaged
in a U.S. trade or business at this time. Additionally, given the nature of the investment income generated from the funds held in the
trust account, it is not subject to tax withholdings in the U.S. Moreover, the Company determined that no income tax liability would arise
from any other jurisdictions outside of the Cayman Islands. Consequently, income taxes are not reflected in the Company's financial
statements.

 Concentration of Credit Risk

 Financial instruments that potentially subject
the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal
Depository Insurance Coverage. The Company has not experienced losses on this account and management believes the Company is not exposed
to significant risks on such account.

 Recent Accounting Pronouncements

 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. The
Company adopted ASU 2023-07 as of December 31, 2024.

 Management does not believe that any recently issued, but not effective,
accounting standards, if currently adopted, would have a material effect on the Company's financial statements.

 Note 3 - Initial Public Offering

 Pursuant to the IPO, the Company sold 23,000,000
Units, at a purchase price of $ 10.00 per Unit. Each Unit consists of one share of Class A Ordinary Share and one-half of one redeemable
warrant ("Public Warrant"). Each Public Warrant entitles the holder to purchase one share of Class A Ordinary Shares at an
exercise price of $ 11.50 per whole share.

 The Company had granted the Underwriters in the
IPO (the "Underwriters") a 45 -day option to purchase up to 3,000,000 additional Units to cover over-allotments, which was
exercised in full on the IPO date.

 On June 12, 2023, 6,119,519 Class A ordinary shares
were redeemed by the Company's shareholders in connection with the Extraordinary General Meeting mentioned in Note 1. Following
such redemptions, 22,630,481 ordinary shares remained outstanding, consisting of 16,880,481 Class A ordinary shares and 5,750,000 Class
B ordinary shares.

 On June 12, 2024, 12,339,057 Class A ordinary
shares were redeemed by the Company's shareholders in connection with the Extraordinary General Meeting mentioned in Note 1. Following
such redemptions, 10,291,424 ordinary shares remained outstanding, consisting of 4,541,424 Class A ordinary shares and 5,750,000 Class
B ordinary shares.

 F- 15

 Note 4 - Private Placement Warrants

 Simultaneously with the closing of the IPO, the
Sponsor purchased an aggregate of 14,500,000 of Private Placement Warrants, including the overallotment option, at a price of $ 1.00 per
Private Placement Warrant ($ 14,500,000 in the aggregate). Each Private Placement Warrant is exercisable to purchase one share of Class
A Ordinary Shares at a price of $ 11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net proceeds
from the IPO held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds
from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements
of applicable law) and the Private Placement Warrants will expire worthless. Upon the purchase of the Private Placement Warrants by the
Sponsor, the Company recorded the excess proceeds received over the fair value of the Private Placement Warrants as additional paid-in
capital amounting to $ 9,251,000.

 Note 5 - Related Party Transactions

 Founder Shares

 On March 3, 2021, one of our officers paid $ 25,000,
to cover certain of our offering costs, in exchange for an aggregate of 7,187,500 Class B ordinary shares (the "Founder Shares"),
which were temporarily issued to such officer until such shares were transferred to our sponsor in April 2021. Our Sponsor was formed
on March 9, 2021. In February 2022, our Sponsor forfeited 1,437,500 Founder Shares for no consideration, remaining with 5,750,000 Founder
Shares. Prior to the IPO, on March 9, 2022, our Sponsor transferred 30,000 of our Founder Shares to each of our three independent directors.
These 90,000 shares were not subject to forfeiture. The allocation of the Founder Shares to the directors is in the scope of ASC 718.
Under ASC 718, share-based compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company
used the Monte Carlo model to estimate the fair value associated with the Founder Shares granted. The fair value of the 90,000 shares
granted to the Company's directors in March 2022 was $ 662,245 or $ 7.36 per share. The Founder Shares were granted subject to a performance
condition, the occurrence of an Initial Business Combination. Compensation expense related to the Founder Shares is recognized only when
the performance condition is probable of occurrence under ASC 718. The Company determined the performance conditions are not considered
probable, and, therefore, no share-based compensation expense was recognized as of December 31, 2024 and 2023. As of December 31, 2024
and 2023, the unrecognized stock compensation expense was $ 662,245.

 On March 14, 2022, the underwriters fully exercised
the over-allotment option; thus, the 750,000 Founder Shares are no longer subject to forfeiture.

 The Sponsor has agreed not to transfer, assign
or sell any of their founder shares and any Class A Ordinary Shares issued upon conversion thereof until the earlier to occur of (A) one
year after the completion of our initial business combination; or (B) subsequent to our initial 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 sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days
after our initial business combination, or (y) the date following the completion of our initial business combination on which we complete
a liquidation, merger, amalgamation, stock exchange, reorganization or other similar transaction that results in all of our public shareholders
having the right to exchange their Class A Ordinary Shares for cash, securities or other property.

 The Founder Shares will convert concurrently
with or immediately following the consummation of our initial business combination at the option of the holders thereof or at any
earlier date at the option of the holders thereof (where such holders have waived any right to receive funds from the trust account)
on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations, reorganizations, recapitalizations and
the like, and subject to further adjustment as provided herein. In the case that additional Class A Ordinary Shares or equity-linked
securities are issued or deemed issued in connection with the Company's Initial Business Combination, the number of Class A
Ordinary Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class A
Ordinary Shares outstanding after such conversion (after giving effect to any redemptions of Class A Ordinary Shares by Public
Shareholders), including the total number of Class A Ordinary Shares issued, or deemed issued or issuable upon conversion or
exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the
consummation of the Initial Business Combination, excluding any Class A Ordinary Shares or equity-linked securities exercisable for
or convertible into Class A Ordinary Shares issued, or to be issued, to any seller in the Initial Business Combination and any
Private Placement Warrants issued to the Sponsor, or the Company's 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 basis.

 F- 16

 Promissory Note - Related Party

 On March 3, 2021, the Company issued an unsecured
promissory note (the "Promissory Note") to the Sponsor, pursuant to which the Company may borrow up to an aggregate principal
amount of $ 250,000. The Promissory Note is non-interest bearing and payable on the earlier of (i) March 31, 2023, and (ii) the completion
of the IPO. On January 31, 2022, the Company amended the unsecured Promissory Note to provide an additional borrowing of $ 250,000, for
a total borrowing capacity of $ 500,000. The promissory note balance as of December 31, 2021 was $ 437,508 which was fully paid upon the
Company's consummation of its initial public offering.

 On December 6, 2023, the Company entered
into another promissory note agreement with the Sponsor. This note is payable on demand and has an interest rate equal to the CME
Term Secured Overnight Financing Rate (SOFR) three-month rate, fixed on a quarterly basis. As of December 31, 2024 and 2023, the
Company has $ 1,032,227 and $ 0 outstanding balance under this promissory note. This outstanding includes $ 32,228 and $ 0 in interest
as of December 31, 2024 and 2023.

 On June 12, 2024, the Company entered into another
promissory note agreement with the Sponsor, pursuant to which the Company may borrow up to an aggregate principal amount of $ 1,125,000.
The promissory note is non-interest bearing and payable on the earlier of (i) December 31, 2025, and (ii) the consummation of the Initial
Business Combination. As of December 31, 2024, the Company had $ 85,000 outstanding balance under this promissory note.

 Due to Related Party

 As of December 31, 2024 and 2023, the Company
had an outstanding balance of $ 4,076,848 and $ 2,100,000 due to the Sponsor in connection with the extension of the
termination date through January 14, 2025. This loan is due on demand, has no interest, and is forgiven should the Company not complete
an initial business combination.

 Administrative Services Agreement

 Following our IPO, the Company pays the
Sponsor or an affiliate a monthly fee of $ 10,000 for office space, utilities, secretarial and administrative services. In August
2023, the Company and its Sponsor executed an agreement to discontinue the remittance of administrative fees to the Sponsor with an
effective date of August 1, 2023. Since the Sponsor continued to render these administrative services, the Company recorded the fair
value of such services in accordance with SAB Topic 5T. The administrative fees of $ 120,000 incurred for the year ended
December 31, 2024 were included within formation and operating costs on the accompanying statements of
operations and as a deemed capital contribution within the accompanying statements of Ordinary Shares Subject to Possible Redemption
and Shareholders' Deficit. For the year ended December 31, 2023, the Company incurred and paid $ 70,000 under this agreement
and were included within formation and operating costs on the accompanying statements of operations.

 Working Capital Loans

 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 out of the proceeds of the Trust Account
released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. 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. The
Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lender's discretion, up to
$ 2,000,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of
$ 1.00 per warrant. The warrants would be identical to the Private Placement Warrants. 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. As of December
31, 2024 and 2023, the Company had no borrowings under the Working Capital Loans.

 F- 17

 Note 6 - Commitments and Contingencies

 Registration Rights

 The holders of Founder Shares and Private Placement
Warrants, including any that may be issued upon conversion of Working Capital Loans, if any (and any Class A Ordinary Shares issuable
upon the exercise of the Private Placement Warrants, including any that may be issued upon conversion of the Working Capital Loans), will
be entitled to registration rights pursuant to a registration rights agreement entered into prior to the consummation of the IPO. These
holders will be entitled to certain demand and "piggyback" registration rights. However, the registration rights agreement
provides that the Company is not required to effect or permit any registration or cause any registration statement to become effective
until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such
registration statements.

 Underwriting Agreement

 The Company granted the underwriters a 45 -day
option from the date of the IPO to purchase up to an additional 3,000,000 Units to cover over-allotments. The underwriters fully exercised
the over-allotment option concurrently with the close of the IPO. The underwriters were entitled to a cash underwriting discount of $ 0.20
per Unit (or $ 4,600,000) of the gross proceeds of the IPO. Additionally, the underwriters would be entitled to a deferred underwriting
commission of $ 0.35 per Unit (or $ 8,050,000) of the gross proceeds of the IPO upon the completion of the Company's Initial Business
Combination. The deferred underwriting commissions would become payable to the underwriters from the amounts held in the Trust Account
solely in the event that the Company completes an Initial Business Combination, subject to the terms of the underwriting agreement.

 On December 4, 2023, the Company received an executed
deferred underwriting fees waiver letter from J.P. Morgan Securities LLC., one of the Company's underwriters, informing the Company
of its decision to waive any entitlement it may have to its deferred underwriting fees payable held in the Trust Account in respect of
any Business Combination. The waiver does not cover deferred underwriting fees payable to Citigroup Global Market Inc. (representing 50 %
of the total deferred underwriting fees payable).

 Note 7 - Warrant Liabilities

 The Company accounted for the 26,000,000 Warrants
issued in connection with the IPO (the 11,500,000 of Public Warrants and the 14,500,000 of Private Placement Warrants) in accordance with
the guidance contained in ASC 815-40. Such guidance provides that because the Warrants do not meet the criteria for equity treatment thereunder,
each Warrant much be recorded as a liability. Accordingly, the Company classifies each Warrant as a liability at its fair value. This
liability is subject to re-measurement at each balance sheet date. With each such remeasurement, the warrant liability will be adjusted
to fair value, with the change in fair value recognized in the Company's statements of operations.

 Each whole Warrant entitles the holder thereof
to purchase one Class A Ordinary Share at a price of $ 11.50 per share, subject to adjustment. Only whole Warrants are exercisable. The
Warrants will become exercisable 30 days after the completion of the Initial Business Combination and will expire five years after the
completion of the Initial Business Combination or earlier upon redemption or liquidation.

 F- 18

 Public Warrants may only be exercised for a
whole number of shares. No fractional Public Warrants issued upon separation of the Units and only whole Public Warrants will trade.
The Public Warrants will become exercisable 30 days after the completion of an Initial Business Combination provided that the
Company has an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise
of the Public Warrants and a current prospectus relating to them is available and such shares are registered, qualified or exempt
from registration under the securities, or blue sky, laws of the state of residence of the holder (or holders are permitted to
exercise their Public Warrants on a cashless basis under certain circumstances as a result of (i) the Company's failure to
have an effective registration statement by the 60 th business day after the closing of the Initial Business Combination
or (ii) a notice of redemption described under " Redemption of Warrants when the price per Class A Ordinary Share equals or
exceeds $ 10.00 "). The Company has agreed that as soon as practicable, but in no event later than 20 business days after
the closing of its Initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC a
post-effective amendment to the registration statement for the IPO or a new registration statement covering the Class A Ordinary
Shares issuable upon exercise of the Warrants and will use its commercially reasonable efforts to cause the same to become effective
within 60 business days after the closing of the Company's Initial Business Combination and to maintain a current prospectus
relating to those Class A Ordinary Shares until the Warrants expire or are redeemed. If the shares issuable upon exercise of the
Public Warrants are not registered under the Securities Act in accordance with the above requirements, the Company will be required
to permit holders to exercise their Public Warrants on a cashless basis. However, no Warrant will be exercisable for cash or on a
cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the
issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising
holder, or an exemption from registration is available. Notwithstanding the above, if the Company's Class A Ordinary Shares
are at the time of any exercise of a Public 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 Public 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 its commercially reasonable efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

 The Warrants have an exercise price of $ 11.50
per share, subject to adjustments, and will expire five years after the completion of an Initial Business Combination or earlier upon
redemption or liquidation. 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 Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor
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, and 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 Class A Ordinary Shares during the 20 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, 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,
and the $ 10.00 and $ 18.00 per share redemption trigger prices described under " Redemption of Warrants when the price per Class
A Ordinary Share equals or exceeds $ 10.00 " and " Redemption of Warrants when the price per Class A Ordinary Share equals
or exceeds $ 18.00 " will be adjusted (to the nearest cent) to be equal to 100 % and 180 % of the higher of the Market Value and
the Newly Issued Price, respectively.

 The Private Placement Warrants are identical to
the Public Warrants, except that, so long as they are held by the Sponsor or its permitted transferees, (i) they will not be redeemable
by the Company, (ii) they (including the Class A Ordinary Shares issuable upon exercise of these Warrants) may not, subject to certain
limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of the Initial Business Combination,
(iii) they may be exercised by the holders on a cashless basis, (iv) are subject to registration rights and (v) use a different Black-Scholes
Warrant Model for purposes of calculating the Black-Scholes Warrant Value (as defined in the warrant agreement).

 On the exercise of any Warrant, the Warrant exercise
price will be paid directly to us and not placed in the Trust Account.

 F- 19

 Redemption of Warrants when the price per Class
A Ordinary Share equals or exceeds $ 18.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants (except
as described herein with respect to the Private Placement Warrants):

 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 of 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.

 The Company will not redeem the Warrants as described
above unless an effective registration statement under the Securities Act covering the Class A Ordinary Shares issuable upon exercise
of the Warrants is effective and a current prospectus relating to those Class A Ordinary Shares is available throughout the 30-day redemption
period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay the exercise price for
each Warrant being exercised.

 Redemption of Warrants when the price per Class
A Ordinary Share equals or exceeds $10.00: Once the Warrants become exercisable, the Company may redeem the outstanding Warrants:

 in whole and not in part;

 at a price of $ 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 shares determined by reference to the table set forth in the warrant agreement based on the redemption date and the "redemption fair market value" of Class A Ordinary Shares (as defined below) except as otherwise described in the warrant agreement;

 if, and only if, the closing price of Class A Ordinary Shares equals or exceeds $ 10.00 per Public Share (as adjusted) for any 20 trading days within the 30 -trading 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 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.

 Solely for the purposes of this redemption provision,
the "redemption fair market value" of the Company's Class A Ordinary Shares shall mean the volume weighted average price
of the Class A Ordinary Shares for the ten (10) trading days immediately following the date on which notice of redemption is sent to the
holders of Warrants.

 No fractional Class A Ordinary Shares issued upon
redemption. If, upon redemption, a holder would be entitled to receive a fractional interest in a share, the Company will round down to
the nearest whole number of the number of Class A Ordinary Shares to be issued to the holder.

 Note 8 - Shareholder's Deficit

 Preferred Shares - The Company is
authorized to issue 1,000,000 preferred shares, par value $ 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. As of December 31, 2024 and 2023, there were no preferred
shares issued or outstanding.

 F- 20

 Class A Ordinary Shares - The Company
is authorized to issue 200,000,000 Class A Ordinary Shares with a par value of $ 0.0001 per share. As of December 31, 2024 and 2023, there
were 4,541,424 and 16,880,481 shares, respectively, of Class A Ordinary Shares issued and outstanding that are subject to possible redemption.

 Class B Ordinary Shares - The Company
is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. As of December 31, 2024 and 2023, 5,750,000
Class B ordinary shares were issued and outstanding.

 Holders of the Class A Ordinary Shares and holders
of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company's shareholders,
except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares shall have the right to vote
on the appointment and removal of the Company's directors prior to the Initial Business Combination or continuing the Company in
a jurisdiction outside the Cayman Islands (including any special resolution required to amend the constitutional documents of the Company
or to adopt new constitutional documents of the Company, in each case, as a result of the Company approving a transfer by way of continuation
in a jurisdiction outside the Cayman Islands).

 Note 9 - Fair Value Measurements

 The following table presents information about
the Company's assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2024. Management determined the fair value of marketable securities held in Trust Account by using Level 2 inputs. The Trust Account is comprised of U.S. treasury notes and bills which are considered Level 2 investments as they were issued before
the most recent issue and were still outstanding at measurement day (off-the-run).

 Level 1

 Level 2

 Level 3

 Total

 Assets

 Marketable securities held in Trust Account

 $
 -

 $

 $
 -

 $

 $
 -

 $

 $
 -

 $

 Liabilities:

 Public Warrants

 $
 -

 $
 -

 $
 7,245,000

 $
 7,245,000

 Private Placement Warrants

 -

 -

 9,133,550

 9,133,000

 Total liabilities

 $
 -

 $
 -

 $
 16,378,550

 $
 16,378,550

 The following table presents information about
the Company's assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2023, including the
fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

 Level 1

 Level 2

 Level 3

 Total

 Assets

 Marketable securities held in Trust Account

 $

 $
 —

 $
 —

 $

 Total assets

 $

 $
 —

 $
 —

 $

 Liabilities:

 Public Warrants

 $

 $
 —

 $
 —

 $

 Private Placement Warrants

 —

 $
 —

 Total liabilities

 $

 $

 $
 —

 $
 780,000

 The Warrants are accounted for as liabilities
pursuant to ASC 815-40 and are measured at fair value as of each reporting date. Changes in the fair value of the Warrants are recorded
in the statements of operations for each period.

 Transfers to/from Levels 1, 2, and 3 are recognized
at the end of the reporting period. In the fourth quarter of fiscal year ended December 31, 2024, the Company's Public and Private
Warrants were transferred from Level 1 and Level 2, respectively, to Level 3 due to changes in observability of the inputs. the warrants
are now valued using a combination of Binomial Lattice and Monte Carlo simulation models.

 F- 21

 For the year ended December 31, 2024, the following
table provides quantitative information regarding Level 3 fair value measurement inputs for the Public Warrants and Private Placement
Warrants at their measurement date:

 2024

 Exercise price

 $
 11.50

 Underlying share price

 $
 11.64

 Volatility

 5.32
 %

 Term to business combination (years)

 0.70

 Risk-free rate

 4.08
 %

 Time remaining post-merger (years)

 5.00

 Probability of merger closing

 5.00
 %

 As of December 31, 2023, there were no transfers
to/from any level. The table below shows the change in fair value of the warrant liabilities as of December 31, 2024 and 2023:

 Private
 Warrants

 Public
 Warrants

 Total

 Fair value at January 1, 2024

 $

 $

 $
 780,000

 Change in fair value

 6,900,000

 8,698,550

 15,598,550

 Fair value as of December 31, 2024

 $
 7,245,000

 $
 9,133,550

 $
 16,378,550

 Private
 Warrants

 Public
 Warrants

 Total

 Fair value at January 1, 2023

 $
 1,305,000

 $
 1,035,000

 $
 2,340,000

 Change in fair value

 ( 870,000
)

 ( 690,000
)

 ( 1,560,000
)

 Fair value as of December 31, 2023

 $

 $

 $
 780,000

 Note 10 – Segment Information

 ASC Topic 280,"Segment
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.

 The Company's CODM
has been identified as the Chief Financial Officer, who reviews the operating results for the Company as a whole to make decisions about
allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has one operating
segment.

 The CODM assesses performance for the single segment
and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income
or loss. The CODM uses net income or loss to manage the business and forecasts to ensure enough capital is available to complete a business
combination or similar transaction within the business combination period. The CODM also reviews significant expenses, which are consistent
with those reported on the statements of operations, to manage, maintain, and enforce contractual agreements to ensure costs are aligned
with agreements and the budget. The measure of segment assets is reported on the balance sheets as total assets. All segment items included
in net income or loss are reported on the statements of operations and described within their respective disclosures.

 Note 11 – Subsequent Events

 The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the financial statements were issued and determined that there have been
no events, except as described below, that would have required adjustment or disclosure in the financial statements.

 On March 10, 2025, the Company
received a written notice from the Listing Qualifications Department of Nasdaq indicating that the Company's securities would
be subject to suspension and delisting from The Nasdaq Global Market at the opening of business on March 17, 2025 due to the
Company's non-compliance with IM-5101-2, which requires the company to complete a business combination within 36 months of the
effectiveness of its IPO registration statement. Nasdaq informed us that a Form 25-NSE will be filed with the SEC, which will remove
the Company's securities from listing and registration on The Nasdaq Stock Market. Accordingly, the Company's securities
are no longer listed on Nasdaq.

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