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 001-42436

 (Exact
name of Registrant as specified in its Charter)

 Cayman Islands

 98-1796213

 (State or other jurisdiction of incorporation or organization)

 (I.R.S. Employer Identification No.)

 930 Tahoe Blvd STE 802 PMB 45

 Incline Village, NV 89451

 (Address of principal executive offices and zip code)

 Registrant's telephone number, including
area code: (775) 204-1489

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

 Title of each class

 Trading Symbols

 Name of each exchange on which registered

 Units, each consisting of one Class A Ordinary Share, par value $0.0001 per share, and one Right entitling the holder to receive one-tenth of a Class A Ordinary Share

 MLACU

 The Nasdaq Stock Market LLC

 Class A Ordinary Share, par value $0.0001 per share

 MLAC

 The Nasdaq Stock Market LLC

 Rights

 MLACR

 The Nasdaq Stock Market LLC

 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 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

 Small reporting company

 Emerging growth company

 If an emerging growth company, indicate by the
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.

 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 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.

 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 December 31, 2024, the
last business day of the registrant's most recently completed fiscal quarter, the registrant's Class B Ordinary Shares, par
value $0.0001 per share, were no t publicly traded. Accordingly, there was no market value for the registrant's Class B Ordinary
Shares on such date.

 As of March 18, 2025, there were 23,805,000 Class
A Ordinary Shares, par value $0.0001 per share, and 7,187,500 Class B Ordinary Shares, par value $0.0001 per share issued and outstanding.

 PCAOB ID Number: 100
 Auditor Name: WithumSmith+Brown
 Auditor Location: New York, New York

 Documents Incorporated by Reference: None.

 Page

 CAUTIONARY NOTE REGARDING
 FORWARD-LOOKING STATEMENTS

 iii

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.
 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item
 5.

 Market for Registrant's Common
 Equity, Related Shareholder 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 Shareholder Matters

 Item 13.

 Certain Relationships and Related
 Transactions, and Director Independence

 Item 14.

 Principal Accounting Fees and Services

 Item 15.

 Exhibits, Financial Statement Schedules

 SIGNATURES

 POWERS OF ATTORNEY

 i

 CERTAIN TERMS

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

 "amended and restated
memorandum and articles of association" are to our second amended and restated memorandum and articles of association;

 "common shares"
are to our Class A Ordinary Shares;

 "company" or "our
company" are to Mountain Lake Acquisition Corp., a Cayman Islands exempted company;

 "founder shares"
are to our 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 issued upon the automatic conversion thereof at the time of our initial business combination as provided
herein;

 "initial shareholders"
are to our sponsor and the other holders (if any) of our founder shares prior to our initial public offering;

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

 "Private Units"
are to the rights to be issued to our sponsor in a private placement simultaneously with the closing of our initial public offering;

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

 "public shareholders"
are to the holders of our public shares, including our sponsor, officers and directors to the extent our sponsor, officers or directors
purchase public shares, provided that each of their status as a "public shareholder" shall only exist with respect to such
public shares;

 "rights" are to
our rights sold as part of the units in our initial public offering (whether they were purchased in our initial public offering or thereafter
in the open market) and the Private Units; and

 "sponsor" are to
Mountain Lake Acquisition Sponsor LLC, a Delaware limited liability company;

 "we," "us"
or "our" are to Mountain Lake Acquisition Corp., a Cayman Islands exempted company, or, where applicable, members of our
management team.

 ii

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This annual report includes,
and oral statements made from time to time by representatives of the Company may include, forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking
statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of
activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements
expressed or implied by such forward-looking statements.

 In some cases, you can identify
forward-looking statements by terminology such as "may," "should," "could," "would," "expect,"
"plan," "anticipate," "believe," "estimate," "continue," or the negative of
such terms or other similar expressions. Such statements include, but are not limited to, possible business combinations and the financing
thereof, and related matters, as well as all other statements other than statements of historical fact included in this annual report.
Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities
and Exchange Commission ("SEC") filings. Forward-looking statements in this annual report may include, for example, statements
about:

 our
 ability to select an appropriate target business or businesses;

 our ability to complete our
initial business combination;

 our expectations around the
performance of a 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 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;

 our pool of prospective target
businesses, including their industry and geographic location;

 the adverse impacts that events
outside of our control, such as increased geopolitical unrest, significant outbreaks of infectious diseases (such as COVID-19) and increased
volatility in the debt and equity markets, may have on our ability to consummate an initial business combination;

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

 our public securities'
potential liquidity and trading;

 the lack of a market for our
securities;

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

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

 our financial performance.

 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 under the heading "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.

 In addition, statements that contain "we
believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information
available to us as of the date of this annual report. Although we believe that this information provides a reasonable basis for these
statements, this information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive
inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly
rely on these statements.

 iii

 Item
1. Business.

 Introduction

 We are a blank check company
incorporated on June 14, 2024 as a Cayman Islands exempted company created for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination, which we refer to throughout this annual report as
our initial business combination, with one or more businesses or entities. We have generated no operating revenues to date and we do not
expect that we will generate operating revenues until we consummate our initial business combination.

 We completed our initial public
offering on December 16, 2024 and the proceeds of our initial public offering are held in a trust account for the benefit of our public
shareholders. We may use such amounts to help fund our initial business combination, subject to the right of our public shareholders to
have their common shares of our company redeemed in connection with our initial business combination.

 We may pursue an initial business
combination target in any business or industry or at any stage of its corporate evolution. Our primary focus, however, will be in completing
a business combination with an established business of scale poised for continued growth, led by a highly regarded management team. Our
management team has an extensive track record of acquiring attractive assets at disciplined valuations, investing in growth while fostering
financial discipline and improving business results.

 Company History

 On December 16, 2024, we consummated our initial
public offering of 23,000,000 units (the "Units"). Each Unit consists of one share of Class A Ordinary Shares of the Company,
par value $0.0001 per share, and one right ("Right"), with each Right entitling the holder thereof to receive one-tenth of
one Class A Ordinary Share upon the consummation of an initial business combination. The Units were sold at a price of $10.00 per Unit,
generating gross proceeds to the Company of $230,000,000. The Company granted BTIG, the representative of the several underwriters of
the initial public offering (the "Representatives"), a 45-day option to purchase up to 3,000,000 additional Units solely to
cover over-allotments, if any.

 Simultaneously with the closing of our initial
public offering, the Company completed the private sale of an aggregate of 805,000 units (the "Private Units") to Mountain
Lake Acquisition Sponsor LLC and BTIG at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company of $8,050,000.

 The Private Units are identical
to the Units sold in our initial public offering except with respect to certain registration rights and transfer restrictions. Additionally,
the holders of the Private Units have agreed to certain restrictions on the Private Units, as described in the Registration Statements.
Additionally, such holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited
circumstances, as described in the Registration Statements) until 30 days after the completion of the Company's initial business
combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private
Units. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended.

 On December 13, 2024, the
underwriters partially exercised the over-allotment option to purchase an additional 2,000,000 Units.

 As of December 16, 2024, a total of $231,150,000,
comprised of $230,000,000 of the proceeds from our initial public offering (which amount includes $8,050,000 of the underwriters'
deferred discount) and $8,050,000 of the proceeds from the sale of the Private Units, was placed in a U.S.-based trust account maintained
by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds held in the
trust account that may be released to the Company to pay its taxes, the funds held in the trust account will not be released from the
trust account until the earliest of (i) the completion of the Company's initial business combination, (ii) the redemption of any
Class A Ordinary Shares included in the Units sold in our initial public offering ("public shares") properly submitted in
connection with a shareholder vote to amend the Company's amended and restated memorandum and articles of association to modify
the substance or timing of the Company's obligation to redeem 100% of the public shares if the Company does not complete its initial
business combination within 18 months from the closing of the initial public offering, subject to certain conditions as described in the
Company's amended and restated memorandum and articles of association, or with respect to any other material provisions relating
to shareholders' rights or pre-initial business combination activity and (iii) the redemption of the public shares if the Company
is unable to complete an initial business combination within 18 months from the closing of the initial public offering, subject to certain
conditions as described in the Company's amended and restated memorandum and articles of association, subject to applicable law.
If we seek shareholder approval for an extension, holders of Class A Ordinary Shares will be offered an opportunity to redeem their shares
at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon
(which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A Ordinary Shares, subject
to applicable law.

 Our Sponsor

 Our sponsor is a Delaware limited liability company,
which was formed to invest in us. Although our sponsor is permitted to undertake any activities permitted under the Delaware Limited Liability
Company Act and other applicable law, our sponsor's business is focused on investing in our company. The managing members of the
sponsor are Paul Grinberg, the Chief Executive Officer and Chairman of the board, and Douglas Horlick, our Chief Financial Officer, Director,
and President. Mr. Grinberg and Mr. Horlick control the management of our sponsor, including the exercise of voting and investment
discretion over the securities of our company held by our sponsor.

 Competitive Strengths

 We will seek to capitalize
on the significant experience and relationships of our Chief Executive Officer and Chairman of the board, Paul Grinberg, and our Chief
Financial Officer and President, Douglas Horlick, and the members of our board of directors in identifying and consummating an initial
business combination. Our leadership has deep operational and oversight expertise as executives and investors across public and private
companies as well as acquisition and fundraising experience spanning multiple decades. With years of experience, the members of our
management team and board have successfully identified and capitalized on emerging technological and secular trends across different sectors.
In addition, our management team and board has deep transaction experience, having executed and integrated numerous transactions as operators,
investors and advisors. We believe that the extensive experience that members of our management team and board have gained from working
with and managing publicly traded companies will position us to identify, evaluate and acquire an attractive initial business combination
target. Further, our management team and board's expertise will enable us to deliver differentiated guidance to the target company's
management team in order to support its growth and success post-initial business combination. We believe our competitive strengths include
the following:

 Access to Attractive Target Universe

 We believe that our management
team's expansive network of deal sources will provide us with an extensive set of business combination opportunities. Our management
team members have a vast network and a deep rolodex of executives and fund managers, having collectively invested in, advised, raised
capital and coinvested with venture capital, private equity, and asset management firms in more than 200 companies. Our team has invested
in more than 100 private equity firms and venture funds and will leverage those investments to identify business combination opportunities.

 Value Creation Track Record through Operational
Expertise

 As investors, advisors, board
members and operators, our management team and board have led businesses through market cycles, periods of significant growth and difficult
challenges and created significant value for their stockholders. This was achieved by helping these companies' management teams
with business strategy, product differentiation, product pricing, identifying the appropriate go-to-market strategies, making introductions
to prospective customers and connecting the team to key talent.

 Deal Execution Experience

 As executives, investors and M&A advisors,
our management team has negotiated and closed over 100 complex transactions and restructurings on a combined basis. Mr. Marquez has
completed a multitude of M&A transactions and financings including late-stage growth equity financings in Spotify and Twitter
and IPO processes for Twitter, Angie's List and Survey Monkey. He has also advised on M&A deals involving Adobe, Amazon, Apple,
Comcast, Facebook, Google, IBM, Intuit, Microsoft, Walmart and McDonald's. Mr. Grinberg has advised on numerous transactions
including IPOs, acquisitions and debt offerings while serving as a partner in the M&A group at Deloitte, where his clients included
private equity firms like Blackstone, Kelso, Welsh Carson Anderson & Stowe and TPG. While at Encore, he led the company's
United States industry consolidation and international diversification, acquiring or building more than 20 businesses in 15
countries in North America, Europe, Latin America and Asia-Pacific. Mr. Vieser has been involved in as a principal or advisor on
numerous transactions including debt offerings, M&A transactions and debt restructurings/recapitalizations in the US and Europe.

 Public Company Oversight

 We believe we can provide companies
with valuable leadership and advice to achieve a successful public offering and navigate the increasingly complex landscape most public
companies face. Mr. Grinberg has over 20 years of experience as a director, Chairman, President or Chief Financial Officer of
several NASDAQ and NYSE listed companies. He was extensively involved in the IPO of Axos Financial, Inc. (NYSE: AX formerly NASDAQ: BOFI)
and has managed key aspects of running a public company. During his tenure at Axos, annual earnings have grown from $2 million to
$450 million and total assets were approximately $23 billion as of its fiscal year ended June 30, 2024. This was accomplished
through a diversification into new digital product offerings, expansions into new business lines like securities clearing services and
an advisory business, significant investments in technology and strategic M&A. As a result of its innovative approach, Axos has
received numerous awards, including being named one of America's best banks by Forbes, being listed on Fortune's list of Fastest
Growing Companies for many years, and receiving many awards for product innovation. During his tenure at Encore from 2004 to 2018,
the business expanded in scale (measured by estimated remaining collections) more than 16x. This was the result of a combination
of M&A to consolidate the market in the United States, expansion into new business lines, improvements in margins driven by technology
improvements, leveraging decision science throughout the operations, cost efficiencies realized through offshoring certain functions and
operations, and expanding the business from a United States only presence to an international company, with operations in 15 countries
in North America, Europe, Latin America and Asia.

 Founders Want to Work with Us

 Our management team and board
know the challenges that management teams face because they've experienced them firsthand and can provide insight and guidance.
The ability to transfer the knowledge they've gained through advising, building and growing businesses in the private and public
markets will be a key differentiator in identifying and closing a successful acquisition.

 Our Management Team

 Our management team is led
by Paul Grinberg, our Chief Executive Officer and Chairman of the board, and Douglas Horlick, our President and Chief Financial Officer.
Our board of directors also includes Jeffrey Lager, Michael Marquez and Jaime W. Vieser. With decades of experience, the members
of our management team have successfully identified and capitalized on emerging technological and secular trends across different sectors.
In addition, our management team has deep transaction experience, having executed and integrated numerous transactions as operators, investors
and advisors. We believe that the extensive experience that members of our management team have gained from working with and managing
publicly traded companies will position us to identify, evaluate and acquire an attractive initial business combination target. Further,
our management team's expertise will enable us to deliver differentiated guidance to the target company's management team
in order to support its growth and success post-initial business combination.

 Our Executive Officers and Directors

 Mr. Grinberg has over 20 years of experience
as a Director, Chairman, President and Chief Financial Officer of several NASDAQ and NYSE companies and more than 40 years of experience
spanning mergers and acquisitions, capital raising and financial management. He currently serves as the Chairman of Axos Financial, Inc.,
a nationwide, digital-first bank that provides consumer and business banking products through its low-cost distribution channels
and affinity partner. He has served as a director of Axos Financial, Inc. since April 2004 and as the Chairman of its board of directors
since February 2017. He played an important role in taking the company public and growing earnings from $2 million to $450 million
from 2004 to 2024. Since July 2020, Mr. Grinberg has served on the advisory council of DEVA Capital, an affiliate of Banco Santander,
as an alternative investor, specializing in credit across Europe and Latin America. From August 2019 to April 2024, Mr. Grinberg
has served as a senior advisor at Flexpoint Ford LLC, a private equity investment firm specializing in the financial services and healthcare
industries. From November 2020 to February 2024, Mr. Grinberg served as Chairman of Social Leverage Acquisition Corp I
(NYSE: SLAC), a special purpose acquisition company formed to effect a business combination with one or more businesses. From July 2018
to December 2022, Mr. Grinberg served as a senior advisor at Blenheim Chalcot, one of the UK's largest venture builders.
Mr. Grinberg provides advisory services to private equity, credit funds and venture capital firms and their related businesses with
a focus on financial services and financial technology. He also serves as a director to several credit funds and private companies. Prior
to Axos, Mr. Grinberg served as President, Executive Vice President and Chief Financial Officer of Encore Capital Group and Chief
Financial Officer of Telespectrum Worldwide, Inc. Mr. Grinberg also served as partner and a senior member of the M&A services
group at Deloitte, where he was employed for 14 years. During his tenure at Deloitte and in his capacity as an executive at various
public and private companies, he worked on dozens of transactions including IPOs, acquisitions and debt offerings and in his capacity
as an executive at various companies, was responsible for raising more than $10 billion across the capital markets. He graduated
from Columbia Business School with a Master of Business Administration degree and from Yeshiva University with a Bachelor of Arts degree
in accounting. We believe that Mr. Grinberg's significant experience in corporate transactions and his senior leadership experience
make him well qualified to serve as a member of our board of directors.

 Douglas Horlick

 Since May 2020, Mr. Horlick
has worked as an investment banker at BCW Securities LLC. Mr. Horlick is also the founder of Estancia LLC, a strategy and advisory
consulting firm based in Arizona established in 2015. Leveraging his industry expertise, he works closely with C-suite executives
on both strategy and global sales initiatives. He has over 20 years of experience in the securities industry, specifically within
sales and trading. From November 2020 to February 2024, Mr. Horlick served as President and Chief Operating Officer of
Social Leverage Acquisition Corp I (NYSE: SLAC), a special purpose acquisition company formed to effect a business combination
with one or more businesses. Prior to Estancia LLC, Mr. Horlick held senior securities positions at Goldman Sachs (Managing Director,
Securities Division, from 2009 to 2014), Bank of America (Managing Director, Securities Division, from 2005 to 2009) and Citigroup (Vice
President, Securities Division, from 2002 to 2005). In these roles, Mr. Horlick's responsibilities all within the Foreign Exchange
Division included Managing Director in charge of Foreign Exchange Global Client Coverage, Global Prime Brokerage, Institutional Sales
in the Americas, Consumer Sales and Hedge Fund Sales. He graduated from the University of Michigan with a degree in Organizational Studies.

 Our Board of Directors

 Jeffrey Lager

 Jeffrey Lager has over 28 years
of public equity investment experience. He retired this year as a Partner after over 27 years with Capital Group, investment manager
of the American Funds. At Capital Group, Mr. Lager recently served as the Principal Investment Officer, Co-President, and a Portfolio
Manager of the $200 billion American Balanced Fund, Senior Vice-President and a Portfolio Manager of the $175 billion Washington
Mutual Investors Fund, and a portfolio manager of the $25 billion American Funds Insurance Series Asset Allocation Fund. Mr. Lager
also served over two decades as an American Funds proxy coordinator and proxy voter, during which time he developed corporate governance
expertise by writing proxy guidelines, working in close partnership with public company management and boards, and voting upon thousands
of proxy proposals. Earlier in his career at Capital Group, he served as an equity investment analyst covering U.S. environmental
services, IT & business services, technology hardware and supply chain, and IT outsourcing and transaction processing companies.
Previously, Mr. Lager worked as a manager of investment analysis at Medical Portfolio Management in Cambridge, Massachusetts, and
an associate at the Boston Consulting Group in Boston. He holds an MBA from the Stanford Graduate School of Business, where he was an
Arjay Miller Scholar, as well as a master's degree in sociology and a bachelor's degree with distinction in decision analysis
from Stanford University. Mr. Lager also holds the Chartered Financial Analyst designation.

 Michael Marquez has over 29 years
of experience operating, investing, acquiring and advising throughout the high-tech sector. He is a co-founder of Code Advisors
LLC ("Code Advisors"), a technology and media-focused boutique investment bank headquartered in San Francisco, California
established in 2010 and acquired by the Raine Group in 2023, where Mr. Marquez is a Special Advisor. Code Advisors has completed
a multitude of M&A transactions and financings including late-stage growth equity financings in Spotify and Twitter, IPO processes
for Twitter, Angie's List and Survey Monkey, and the sale of Supercell to SoftBank, Buddy Media to Salesforce and Playtika to Giant.
Mr. Marquez is also the co-founder of Morado Ventures, an early-stage venture capital fund established in 2010 that is
focused on artificial intelligence, data infrastructure, robotics & autonomy, computer vision and health. Mr. Marquez has
served as Morado Ventures' general partner since inception. During his career, Mr. Marquez has made more than 140 direct investments
and built a broad network across technology company executives, entrepreneurs, founders and corporate development groups throughout the
world and an extensive network in each stage of the venture capital industry. Mr. Marquez has invested in and advised on venture
exits to a large number of sophisticated acquirers including sales to Adobe, Amazon, Apple, Comcast, Twitter, Citrix, US Bank, First Data,
Facebook, Google, Samsung, Salesforce, Roche, Intel, Walmart, Rakuten, eBay, IBM, Intuit, Microsoft and McDonald's and has led the
acquisitions of numerous companies through his roles in the corporate development groups at Yahoo! and CBS, including the $1.8 billion
acquisition of CNET. He graduated with a Master of Business Administration degree from the University of North Carolina at Chapel
Hill and a Bachelor of Science degree in Managerial Economics from the University of California at Davis.

 Jaime W. Vieser

 Jaime W. Vieser has over
30 years of experience investing across high yield, distressed debt, private equity and venture capital. Mr. Vieser's
experience includes his involvement in numerous successful corporate restructurings and recapitalizations in Europe and the US. Mr. Vieser
helped found and was Co-Managing Partner of Castle Hill Asset Management LLC ("Castle Hill"), a multi-billion dollar asset
manager and hedge fund. Prior to founding Castle Hill, for 9 years Mr. Vieser was responsible for the European High Yield Sales
and Trading Group in London at Deutsche Bank AG, a multinational investment bank and financial services company. Earlier in his career,
Mr. Vieser worked as a banker in the Leveraged Finance division of Bankers Trust Company, a bank holding company that was acquired
by Deutsche Bank AG in 1999. Mr. Vieser holds a Bachelor's degree in Economics from the University of Michigan and a Master's
in Business Administration from the Cox School of Business at Southern Methodist University.

 Prior SPAC Experience

 Mr. Grinberg served as
the Executive Chairman of Social Leverage Acquisition Corp I ("SLAC"). Mr. Horlick served as President and
Chief Operating Officer of SLAC, and Mr. Marquez was an independent director of SLAC. SLAC completed its initial public offering
of 34,500,000 units in February 2021, in which it raised aggregate proceeds of approximately $345,000,000. After SLAC's
IPO, SLAC's management team commenced an active search for prospective businesses and/or assets to acquire in its initial business
combination. On July 31, 2022, SLAC entered into a Business Combination Agreement with W3BCLOUD Holdings Inc. The business combination
was terminated due to changes in market conditions.

 On February 12, 2024,
the board of directors of SLAC determined that it would not be able to complete an initial business combination within the period required.
SLAC announced that it would not consummate an initial business combination and it would redeem its public shares. SLAC has been dissolved
and liquidated following the redemption. Its securities are no longer listed on Nasdaq.

 Other than as described above,
our sponsor, its affiliates, and the promoters are not involved in any other special purpose acquisition companies.

 Business Strategy

 Our strategy is to leverage
our team's extensive track record in running public companies, mergers & acquisitions and capital markets to identify and
complete an initial business combination. We may pursue an acquisition opportunity in any industry or geographic location.

 Business Combination Criteria

 Based on our management's
experience, including with prior special purpose acquisition companies, we have developed the following non-exclusive investment criteria
that we intend to use to screen for and evaluate prospective target businesses.

 Leading Industry Position with Supportive Long-Term
Dynamics and Competitive Market Advantage. We intend to target businesses that hold, or have the potential
to hold, a leading position in an industry sector with attractive macro-characteristics. We intend to target businesses that have, or
have the potential to have, sustainable competitive advantages that would be challenging for a competitor to replicate. Factors contributing
to sustainable competitive advantages may include: (i) proprietary or superior technology or trade secrets; (ii) broad distribution
networks; (iii) well-established brand names; (iv) territorial exclusivity or a well-defined market; (v) diverse and stable
customer and supplier base; (vi) low-cost production capability/economies of scale; (vii) customer habit/share of mind; (viii) a
lack of available substitutes and/or high search or switching costs; (ix) network effects; and/or (x) limited exposure to technological
obsolescence and cyclicality. Our management team expects to target businesses that have clearly demonstrated an ability to defend and
grow their market positions over time as a result of one or more of these sustainable competitive advantages, or have demonstrable potential
to do so. We intend to seek opportunities that will benefit from secular growth and are able to differentiate their market position to
create value for our shareholders over time.

 Stable Free Cash Flow, Prudent Debt and Financial Visibility. We
will seek to acquire a business that has historically generated or has the potential to generate not only current revenues, but strong
and sustainable free cash flow. Additionally, our prospective business combination criteria include prudent balance sheet management
and, as such, we would seek to limit leverage ratios of a combined company immediately following an initial business combination. To
provide reliable guidance, we would also seek to acquire a business that has reasonable visibility on forward financial performance and
straightforward operating metrics, and a business that is not extremely sensitive to macro-economic conditions or industry cycles. Specifically,
we would prioritize businesses that may be evaluated and priced by the market using financial metrics or other key milestones not more
than one year forward.

 Benefit Uniquely from a Business Combination with a
Special Purpose Acquisition Company. We will seek to acquire a business that has a clear use of proceeds
and a clear catalyst or inflection point resulting from our capital, team, public listing, roll-up synergies, deleveraging and/or re-rating
milestones expected to propel the business through our structural dilution in the near term with enhanced financial results, margins,
market position and shareholder value.

 Would Benefit Uniquely from our Capabilities. We
will seek to acquire a business where the collective capabilities of our management team, board of directors and sponsor, and any operating
partners we involve, can be leveraged to tangibly improve the operations and market position of the target.

 Proprietary and/or Optimally Positioned Transactions. We
intend to leverage our extensive business network to source our initial business combination on a proprietary basis if possible. Notwithstanding
the foregoing, we would utilize our collective experience and insight to strategically consider participating in formal processes focused
primarily on narrowing a pool of SPACs to a single winning bidder to instances where we believe we are optimally positioned to win such
processes.

 Committed and Capable Management Team. We
will seek to acquire a business with a management team whose interests are aligned with those of our shareholders and who can clearly
and confidently articulate the business plan and market opportunities to public market investors. Where necessary, we may also look to
complement and enhance the capabilities of the target business's management team and their board of directors by recruiting additional
talent through our network of contacts or otherwise. This may include recruiting experienced industry professionals, or operating partners,
to assist in our evaluation of the opportunity and marketing of the business combination prior to its completion, who may assume an ongoing
role with the business or board thereafter. While not a requirement, we would favorably view opportunities where the target's chief
financial officer has experience as a public company chief financial officer or other substantive public market experience, and ideally
where other members of senior management have public market experience as well.

 Potential to Grow, Including Through Further Acquisition
Opportunities. We will seek to acquire a business that has the potential to grow both organically and
inorganically through acquisitions, with management having identified a pipeline of potentially actionable accretive acquisition targets.
We expect to work with the ongoing management team to develop the business strategy around geographic expansion, new products, high-return
capital expenditure projects and acquisitions, as well as creating and maintaining the optimal capital structure for growth.

 Preparedness for the Process and Public Markets. We
will seek to acquire a business that has, or can put in place prior to the closing of a business combination, the material governance,
financial systems and controls required in the public markets. Specifically, we will seek to avoid situations where extensive accounting
or restructuring work is required with an uncertain timetable or outcome before a transaction can be completed.

 These criteria are not intended
to be exhaustive or exclusive. Any evaluation relating to the merits of a particular initial business combination may be based, to the
extent relevant, on these general guidelines as well as other considerations, factors and criteria that our management may deem relevant.
In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria
and guidelines, we intend to disclose that the target business does not meet the above criteria in our shareholder communications related
to our initial business combination, which would be in the form of proxy solicitation materials or tender offer documents that we would
file with the SEC.

 Initial Business Combination

 We are not presently engaged
in, and we will not engage in, any operations for an indefinite period of time following our initial public offering. We intend to effectuate
our initial business combination using cash from the proceeds of the initial public offering and the private placement of the private
units, the proceeds of the sale of our shares in connection with our initial business combination (including pursuant to forward purchase
agreements or backstop agreements we may enter into), shares issued to the owners of the target, debt issued to bank or other lenders
or the owners of the target, other securities issuances or 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.

 We will provide our public
shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares (up to an aggregate of 15% of the shares
sold in the initial public offering) 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. Each public shareholder
may elect to redeem their public shares irrespective of whether they vote for or against an initial business combination, or whether they
do not vote or abstain from voting on the initial business combination. If we seek shareholder approval, we will complete our initial
business combination only if we receive the affirmative vote of at least a majority of the votes cast by the shareholders of the issued
shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the company and are voted
at a general meeting of the company. 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.

 We have until the end of the
completion window to consummate our initial business combination. While we currently do not plan to extend the time to complete a business
combination beyond 18 months, if we anticipate that we may be unable to consummate our initial business combination within such 18-month
period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association to extend the date by
which we must consummate our initial business combination. If we seek shareholder approval for an extension, holders of Class A Ordinary
Shares will be offered an opportunity to redeem their shares at a per share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding
Class A Ordinary Shares, subject to applicable law. If we determine not to or are unable to extend the time period to consummate
our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor's investment
in the founder shares, private shares and private rights will be worthless, except to the extent they receive liquidating distributions
from assets outside the trust account.

 If we are unable to complete
our initial business combination within the completion window, we will redeem 100% of the public shares at a per share price, payable
in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (which interest shall be
net of taxes payable and up to $100,000 of interest income to pay liquidation expenses), divided by the number of then issued and outstanding
Class A Ordinary Shares, subject to applicable law and certain conditions as further described herein. We expect the pro rata
redemption price to be approximately $10.05 per public share, without taking into account any interest or other income earned on such
funds. However, we cannot assure you that we will in fact be able to distribute such amounts as a result of claims of creditors, which
may take priority over the claims of our public shareholders.

 Nasdaq rules require that we
must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held
in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account).
Our board of directors will make the determination as to the fair market value of our initial business combination. If our board of directors
is not able to independently determine the fair market value of our initial business combination, we will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such
criteria. While we consider it likely that our board of directors will be able to make an independent determination of the fair market
value of our initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular
target or if there is a significant amount of uncertainty as to the value of the target's assets or prospects. Additionally, pursuant
to Nasdaq rules, any initial business combination must be approved by a majority of our independent directors.

 We anticipate structuring our
initial business combination so that the post transaction 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 transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet
certain objectives of the target management team or shareholders or for other reasons, but we will only complete such business combination
if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company
Act of 1940, as amended, or the Investment Company Act. Even if the post transaction 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 transaction 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 shares in exchange for all of the outstanding capital stock, shares or other
equity interests of a target. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our 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 transaction company, the portion of such business or businesses that
is owned or acquired is what will be taken into account for purposes of the 80% of net assets test described above. 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.

 Our Business Combination Process

 We believe our management team's
significant operating and transactional experience and relationships provide us with access to a substantial number of potential initial
business combination targets. Over the course of their careers, the members of our management team have developed a broad network of contacts
and relationships with private companies, investment bankers, private equity, venture capital and debt investors, high net worth families
and their advisors, commercial bankers, attorneys, management consultants, accountants and other transaction intermediaries, as well as
corporate sector executives and board members around the world. This network has grown through the activities of our management team sourcing,
acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers, financing sources
and target management teams and the experience of our management team in executing transactions, especially special purpose acquisition
company transactions, under varying economic and financial market conditions.

 In addition, we anticipate
that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment bankers,
private equity funds and large business enterprises seeking to divest non-core assets or divisions.

 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, inspections of facilities, as well as reviewing financial and
other information made available to us and other reviews as we deem appropriate. We may also retain consultants with expertise relating
to a prospective target business.

 We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing
the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors.
In the event we seek to complete an initial business combination with a target that is affiliated (as defined in our amended and restated
memorandum and articles of association) with our sponsor, executive officers or directors, we, or a committee of independent directors,
would obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority ("FINRA")
or another independent entity that commonly renders valuation opinions stating that the consideration to be paid by us in such an initial
business combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other
context.

 We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek
to complete our initial business combination with a company that is affiliated with our sponsor, officers or directors, we, or a committee
of independent directors, will obtain an opinion from an independent investment banking firm or another independent valuation or appraisal
firm that regularly provides fairness opinions that our initial business combination is fair to our company from a financial point of
view.

 Members of our management team
and our independent directors directly or indirectly own founder shares and/or private units and, accordingly, may have a conflict of
interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business
combination. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates
an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that
subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination
within the completion window, the founder shares and private units may expire worthless, except to the extent they receive liquidating
distributions from assets outside the trust account, which could create an incentive for our sponsor, executive officers and directors
to complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for public shareholders.
Further, each of the members of our management team may have a conflict of interest with respect to evaluating a particular business combination
if the retention or resignation of any such person was included by a target business as a condition to any agreement with respect to our

 Our officers and directors
presently and 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. 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 opportunity to such entity, subject
to their fiduciary duties under Cayman Islands law.

 Our amended and restated memorandum
and articles of association provides 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. The purpose for the surrender of corporate opportunities is to allow officers, directors
or other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board of directors.
Our officers and directors may from time to time be presented with opportunities that could benefit both another business affiliation
and us. In the absence of the "corporate opportunity" waiver in our charter, certain candidates would not be able to serve
as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and valuable
experience to our management, and, as a result, the inclusion of the "corporate opportunity" waiver in our amended and restated
memorandum and articles of association provides us with greater flexibility to attract and retain the officers and directors that we feel
are the best candidates. 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.

 In addition, certain of our
officers and directors are members of our sponsor and own membership interests of our sponsor. The remaining membership interests are
held by third party investors that are not affiliated with members of our management. 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 business combination.

 In addition, our sponsor and
our officers and directors or any of their affiliates 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. Notwithstanding
the foregoing, such officers and directors will continue to have a pre-existing fiduciary obligation to us and we will, therefore, have
priority over any special purpose acquisition companies they subsequently join. In addition, because we may consummate a business combination
with a target in a broad array of industries, we do not believe that any such potential conflicts would materially affect our ability
to complete our initial business combination.

 We have 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 (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.

 Our sponsor does not have any
agreement, arrangement or understanding with us or our officers, directors, or affiliates with respect to determining whether to proceed
with a de-SPAC transaction.

 Financial Position

 With funds available for a
business combination initially in the amount of $223,150,000, after payment of $4,600,000 in underwriting discounts and commissions and
$704,261 for other costs and expenses related to the initial public offering, we offer a target business a variety of options such as
creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening
its balance sheet by reducing its debt ratio. Because we are able to complete our initial business combination using our cash, debt or
equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us
to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure
third party financing and there can be no assurance it will be available to us.

 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 applicable law or stock exchange listing requirement, or we may decide
to seek shareholder approval for business or other reasons. Presented in the table below is a graphic explanation of the types of initial
business combinations we may consider and whether shareholder approval is currently required under Cayman Islands law for each such transaction.

 Type of Transaction

 Whether
 Shareholder
 Approval is
 Required

 Purchase of assets

 Yes

 Purchase of share of target not involving a merger with the company

 Yes

 Merger of target into a subsidiary of the company

 Yes

 Merger of the company with a target

 Yes

 Under Nasdaq listing rules, shareholder approval
would be required for our initial business combination if, for example:

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

 any of our directors, officers or substantial security holders
(as defined by Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and
if the number of ordinary shares to be issued, or if the number of ordinary shares into which the securities may be convertible or exercisable,
exceeds either (a) 1% of the number of ordinary shares or 1% of the voting power outstanding before the issuance in the case of
any of our directors and officers or (b) 5% of the number of ordinary shares or 5% of the voting power outstanding before the issuance
in the case of any substantial securityholders; or

 the issuance or potential issuance of ordinary shares will
result in our undergoing a change of control.

 The decision as to whether we will seek shareholder
approval of a proposed business combination in those instances in which shareholder approval is not required by applicable law or stock
exchange rule will be based on business and other reasons, which include a variety of factors, including, but not limited to:

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

 the expected cost of holding a shareholder vote;

 the risk that the shareholders would fail to approve the
proposed business combination;

 other time and budget constraints of the company; and

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

 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, executive officers, advisors or their affiliates may purchase shares or public rights 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 or duty to do so. Any such price per share may be different than the amount per share a public shareholder
would receive if it elected to redeem its shares in connection with our initial business combination. Such a purchase 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. It is intended that, if Rule 10b-18 would apply to purchases by sponsor, initial shareholders, directors, officers,
advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it
applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume
of purchases.

 Additionally, at any time at or prior to our initial
business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, initial
shareholders, directors, officers, advisors and 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 public shares, rights or rights
in such transactions.

 The purpose of any such transaction could be to
(i) reduce the number of public rights outstanding 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.

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

 Our sponsor, initial shareholders, 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 shareholder meeting related to our initial business combination. Our sponsor, executive 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 be restricted from
making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
We expect any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such
purchases are subject to such reporting requirements.

 Our sponsor, initial shareholders, directors, officers and their affiliates
will be restricted from making 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. Additionally, in the event our sponsor, initial shareholders, directors,
officers and their affiliates were to purchase public shares or rights from public shareholders, such purchases would be structured in
compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to
the following:

 our registration statement/proxy statement filed for our
business combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers and their
affiliates may purchase public shares or rights from public shareholders outside the redemption process, along with the purpose of such
purchases;

 if our sponsor, initial shareholders, directors, officers
and their affiliates were to purchase public shares or rights from public shareholders, they would do so at a price no higher than the
price offered through our redemption process;

 our registration statement/proxy statement filed for our
business combination transaction would include a representation that any of our securities purchased by our sponsor, initial shareholders,
directors, officers and their affiliates would not be voted in favor of approving the business combination transaction;

 our sponsor, initial shareholders, directors, officers and
their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption
rights, they would waive such rights; and

 we would disclose in a Form 8-K, before our security
holder meeting to approve the business combination transaction, the following material items:

 the amount of our securities purchased outside of the redemption
offer by our sponsor, initial shareholders, directors, officers and their affiliates, along with the purchase price;

 the purpose of the purchases by our sponsor, initial shareholders,
directors, officers and their affiliates;

 the impact, if any, of the purchases by our sponsor, initial
shareholders, directors, officers and their affiliates on the likelihood that the business combination transaction will be approved;

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

 the number of our securities for which we have received redemption
requests pursuant to our redemption offer.

 Please see " Risk Factors — If we
seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers and their affiliates
may elect to purchase shares or public rights from public shareholders, which may influence a vote on a proposed business combination
and reduce the public "float" of our securities. "

 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 (up to an aggregate of 15% of the shares sold in the initial public offering) 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 (which interest shall be net of taxes payable), 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 is initially anticipated
to be $10.05 per public share. The per share amount we will distribute to investors who properly redeem their shares will not be reduced
by the deferred underwriting commissions we will pay to the underwriters. Our initial shareholders, 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 any founder
shares and public shares they may hold in connection with the completion of our initial business combination or an earlier redemption
in connection with the commencement of procedures to consummate the initial business combination if we determine it is desirable to facilitate
the completion of the 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 in connection with such initial business combination,
and all Class A Ordinary Shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through
the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business
combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, 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 public shares (up to an aggregate of 15% of the shares sold in the initial public offering)
upon the completion of our initial business combination either (i) in connection with a shareholder meeting called to approve the
initial 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 initial 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 requirements. Asset acquisitions and share purchases would
not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where we
issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association
would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply
with the Nasdaq's shareholder approval rules.

 The requirement that we provide our public shareholders
with the opportunity to redeem their public shares by one of the two methods listed above will be 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
or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution passed by the affirmative vote of at least
two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company,
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 shareholder meeting, we will:

 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 the approval of an ordinary resolution under Cayman Islands law, passed by the affirmative vote of at least
a majority of the votes cast by the shareholders of the issued shares represented in person or represented by proxy and are voted at a
general meeting of the company. In accordance with our amended and restated memorandum and articles of association, a quorum for such
meeting will be present if the holders of one third of issued and outstanding shares entitled to vote at the meeting are represented in
person or by proxy. Our initial shareholders will count towards this quorum and, pursuant to the letter agreement, our sponsor, officers
and directors have agreed to vote any founder shares they hold and any public shares purchased (including in open market and privately-negotiated transactions)
in favor of our initial business combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no
effect on the approval of our initial business combination once a quorum is obtained. As a result, assuming that only the holders of one-third of
our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles of association,
vote their ordinary shares at a general meeting of the company, we will not need any public shares in addition to our founder shares to
be voted in favor of an initial business combination in order to approve an initial business combination. However, if our initial business
combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval of our initial
business combination will require a special resolution passed by the affirmative vote of at least two-thirds of our ordinary shares
which are represented in person or by proxy and are voted at a general meeting of the company These quorum and voting thresholds, and
the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination. However,
if our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law,
the approval of our initial business combination will require a special resolution, passed by the affirmative vote of at least two-thirds of
the votes cast by the shareholders of the issued shares represented in person or represented by proxy and entitled to vote on such matter
at a general meeting of the company and are voted at a general meeting of the company. Each public shareholder may elect to redeem its
public shares irrespective of whether they vote for or against the proposed transaction, or whether they do not vote or abstain from voting
on the proposed transaction, or whether they were a shareholder on the record date for the shareholder 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.

 Upon the public announcement of our initial business
combination, if we elect to conduct redemptions 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 in connection with such initial business combination,
and all Class A Ordinary Shares submitted for redemption will be returned to the holders thereof. We may, however, raise funds through
the issuance of equity-linked securities or through loans, advances or other indebtedness in connection with our initial business
combination, including pursuant to forward purchase agreements or backstop arrangements we may enter into, 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 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 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 public 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 public shares 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, 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. 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 $100 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.

 If our initial proposed initial business combination
is not completed, we may continue to try to complete an initial business combination with a different target until the end of the completion
window.

 Redemption of Public Shares and Liquidation if No Initial Business
Combination

 Our amended and restated memorandum and articles
of association provides that we will have only a 18 month duration for the closing window to complete our initial business combination.
If we are unable to complete our initial business combination within such 18-month period, we will, as promptly as reasonably possible
but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest
shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders'
rights as shareholders (including the right to receive further liquidating or other distributions, if any)

 Our initial shareholders, 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 they hold if we fail to complete our initial business combination within the completion
window, although they will be entitled to liquidating distributions from assets outside the trust account. However, if our initial shareholders,
sponsor or management team acquire public shares, they will be entitled to liquidating distributions from the trust account and liquidating
distributions from assets outside the trust account with respect to such public shares if we fail to complete our initial business combination
within the allotted 18-month time period.

 Our initial shareholders, sponsor, officers and
directors have agreed, pursuant to a letter 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 redeem 100% of our public shares if we do
not complete our initial business combination within the completion window 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 (which interest shall be net of
taxes payable), 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 out of the approximately
$1,383,392, 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 taxes, 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 of
the initial public offering and the sale of the private units, other than the proceeds deposited in the trust account, and without taking
into account interest, if any, earned on the trust account and any tax payments or expenses for the dissolution of the trust, the per-share redemption
amount received by shareholders upon our dissolution would be approximately $10.05. The proceeds deposited in the trust account could,
however, become subject to the claims of our creditors which would have higher priority than the claims of our public shareholders. We
cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.05.
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 all vendors, service
providers (other than our independent registered public accounting firm), prospective target businesses and other entities with which
we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust
account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute
such agreements that they would be prevented from bringing claims against the trust account including but not limited to fraudulent inducement,
breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case
in order to gain an advantage with respect to a claim against our assets, including the funds held in the trust account. 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. The underwriters of the initial
public offering and our independent registered public accounting firm 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 for services rendered or products sold to us (except for the company's independent auditors),
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) $10.05 per public share
and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if
less than $10.05 per public share due to reductions in the value of the trust assets, less taxes payable, provided that such
liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to
the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of
the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act. However,
we have not asked 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
$10.05 per public share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser
amount per share in connection with any redemption of your public shares. None of our officers or directors will indemnify us for claims
by third parties including, without limitation, claims by vendors and prospective target businesses.

 In the event that the proceeds in the trust account
are reduced below the lesser of (i) $10.05 per public share and (ii) the actual amount per public share held in the trust account
as of the date of the liquidation of the trust account if less than $10.05 per share 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. 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 $10.05 per share.

 We will seek to reduce the possibility that our
sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all 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 the initial public offering against certain liabilities, including liabilities under the Securities Act.

 If we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the trust account
could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of
third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot
assure you we will be able to return $10.05 per share to our public shareholders. Additionally, if we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders
could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a "preferential transfer"
or a "fraudulent conveyance." As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received
by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may
have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from
the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these
reasons.

 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 completion window, (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 redeem 100% of our public shares if we do
not complete our initial business combination within the completion window 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.

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

 The following table compares the redemptions and
other permitted purchases of public shares that may take place in connection with the completion of our initial business combination and
if we are unable to complete our initial business combination within the completion window.

 Redemptions in Connection

with our Initial Business

Combination

 Other Permitted Purchases of

Public Shares by our Affiliates

 Redemptions if we fail to

Complete an Initial Business

Combination

 Calculation of redemption price

 Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.05 per share), including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

 If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination.

 If we are unable to complete our initial business combination within the completion window, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.05 per share), including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares.

 Impact to remaining shareholders

 The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our income taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account).

 If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us.

 The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions.

 Competition

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

 Facilities

 Our principal executive offices are located at 930
Tahoe Blvd STE 802 PMB 45 Incline Village, NV 89451. We consider our current office space adequate for our current operations.

 Employees

 We currently have two executive officers: Paul Grinberg,
our Chief Executive Officer and Douglas Horlick, our Chief Financial Officer. 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.

 Periodic Reporting and Financial Information

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

 We will provide shareholders with audited financial
statements of the prospective target business as part of the proxy solicitation materials or tender offer documents sent to shareholders
to assist them in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance
with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited
in accordance with the standards of the PCAOB. These financial statement requirements may limit the pool of potential target businesses
we may conduct an initial business combination with because some targets may be unable to provide such statements in time for us to disclose
such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.
We cannot assure you that any particular target business identified by us as a potential business combination candidate will have financial
statements prepared in accordance with the requirements outlined above, or that the potential target business will be able to prepare
its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be met, we may
not be able to acquire the proposed target business. While this may limit the pool of potential business combination candidates, we do
not believe that this limitation will be material.

 We will be required to evaluate our internal control
procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act. 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 have
our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley Act
regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with
the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such business combination.

 We have filed a Registration Statement on Form 8-A with
the SEC to voluntarily register our securities under Section 12 of 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.

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

 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 initial
public offering, (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed
to be a large accelerated filer, which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds
$700 million as of the prior June 30 th, 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.

 Additionally, we are a "smaller reporting
company" as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain
reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will
remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares
held by non-affiliates is equal to or exceeds $250 million as of the prior June 30 th, or (2) our annual
revenues equaled to or exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by
non-affiliates is equal to or exceeds $700 million as of the prior June 30 th.

 Legal Proceedings

 There is no material litigation, arbitration or
governmental proceeding currently pending against us or any members of our management team and our board of directors in their capacity
as such.

 Corporate Information

 Our executive offices are located
at 930 Tahoe Blvd STE 802 PMB 45, Incline Village, NV 89451 and our telephone number is (775) 204-1489.

 Item
1A. Risk Factors.

 An investment in our securities involves a high
degree of risk. In connection with any actual or proposed investment in our securities, you should consider carefully all of the risks
described below, together with the other information contained in this Annual Report. If any of the following risks occur, our business,
financial condition or results may be materially and adversely affected. In that event, the trading price of our securities could decline,
and you could lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged
to perform your own investigation with respect to us and our business.

 Summary 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.

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

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

 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.

 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.

 The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete
the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.

 The requirement that we complete our initial business combination
within the duration of the completion window 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.

 Our search for a business combination, and any target business
with which we ultimately consummate a business combination, may be materially adversely affected by events that are outside of our control,
such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19), and volatility in the debt and equity markets.

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

 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.

 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 or force us to abandon our efforts to complete an initial business combination.

 Our officers and directors 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.

 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 rights, potentially at a loss.

 Nasdaq may delist 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.

 The nominal purchase price paid by our sponsor for the founder
shares may result in significant dilution to the implied value of your public shares upon consummation of our initial business combination,
and our sponsor is likely to make a substantial profit on its investment in us in the event we consummate an initial business combination
even if the business combination causes the trading price of our ordinary shares to materially decline.

 The value of the founder shares following completion of our
initial business combination is likely to be substantially higher than the nominal price paid for them, even if the trading price of
our ordinary shares at such time is substantially less than $10.00 per share.

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

 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 have not
completed our initial business combination within the required time period, our public shareholders may receive only approximately $10.05
per share, or less in certain circumstances, on our redemption of their shares, and our rights will expire worthless.

 If the net proceeds of the initial public offering and the
sale of the private units not being held in the trust account are insufficient to allow us to operate for at least the duration of the
completion window, it could limit the amount of cash 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 or management team to fund our search and to complete our

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

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

 We may reincorporate in or transfer by way of continuation
to another jurisdiction which may result in taxes imposed on shareholders or right holders.

 The 1% US federal excise tax on stock buybacks could be imposed
on redemptions of our stock if we were to become a "covered corporation" in the future.

 In recent years, the number of special purpose acquisition
companies that have been formed has increased substantially, potentially resulting in 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.

 Our initial business combination and our structure thereafter
may not be tax-efficient to our shareholders and right holders. As a result of our business combination, our tax obligations may
be more complex, burdensome and uncertain.

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

 Our 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 if the business combination would not require shareholder approval under applicable law or stock
exchange listing requirement. Except for as required by applicable law or stock exchange requirement, the decision as to whether we will
seek shareholder approval of a proposed business combination or will allow shareholders to sell their shares to us in a tender offer will
be made by us, solely in our discretion, and will be based on 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 a majority of our public shareholders do not approve of the business combination we complete. Please see the section entitled " Proposed
Business — Shareholders May Not Have the Ability to Approve Our Initial Business Combination " for additional
information.

 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 23.2% of our outstanding
ordinary shares as of March 18, 2025. 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 provides that,
if we seek shareholder approval of an initial business combination, such initial business combination will be approved if we receive the
affirmative vote of at least a majority of the shares voted at such meeting of the company. As a result, assuming that only the holders
of one-third of our issued and outstanding ordinary shares, representing a quorum under our amended and restated memorandum and articles
of association, vote their ordinary shares at a general meeting of the company, we will not need any public shares in addition to our
founder shares to be voted in favor of an initial business combination in order to approve an initial business combination. However, if
our initial business combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the
approval of our initial business combination will require a special resolution passed by the affirmative vote of at least two-thirds of
our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the company. Accordingly, 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 the requisite shareholder approval for such

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

 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 effect your investment decision regarding
our initial business combination may be limited to exercising your redemption rights within the period of time (which will be at least
20 business days) set forth in our tender offer documents mailed to our public shareholders in which we describe our initial business
combination. The amount of the deferred underwriting commissions payable to the underwriters is not currently required to 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 per-share value of shares held by non-redeeming shareholders will reflect our obligation to pay the deferred underwriting
commission.

 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 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.

 Consequently, if accepting all properly submitted
redemption requests would not allow us to satisfy a closing condition as described above, we would not proceed with such redemption and
the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these
risks and, thus, may be reluctant to enter into a business combination transaction with us.

 The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares and the amount of deferred underwriting compensation may not allow us to complete
the most desirable business combination or optimize our capital structure, and may substantially dilute your investment in us.

 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 is 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. As a result, our obligations to redeem public shares for which redemption is requested and to pay the deferred underwriting
commissions may not allow us to complete the most desirable business combination or optimize our capital structure.

 In addition, 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 provisions of the Class B Ordinary Shares result 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 business combination.
The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital
structure and may result in substantial dilution from your purchase of our Class A Ordinary Shares. The effect of this dilution will
be greater for shareholders who do not redeem. The amount of the deferred underwriting compensation payable to the underwriters will not
be adjusted for any shares that are redeemed in connection with an initial business combination, which may further dilute your investment.
The per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the
deferred underwriting compensation and after such redemptions, the per-share value of shares held by non-redeeming shareholders will
reflect our obligation to pay the deferred underwriting compensation. We may not be able to generate sufficient value from the completion
of our initial business combination in order to overcome the dilutive impact of these and other factors, and, accordingly, you may incur
a net loss on your investment. Please see "— Risks Relating to Our Securities — The nominal purchase
price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public shares upon the
consummation of our initial business combination, and our sponsor is likely to make a substantial profit on its investment in us in the
event we consummate an initial business combination even if the business combination causes the trading price of our ordinary shares to
materially decline."

 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 funds in the trust account until we liquidate the trust account.
If you are in need of immediate liquidity, you could attempt to sell your shares in the open market; however, at such time our shares
may trade at a discount to the pro rata amount per share in the trust account. In either situation, you may suffer
a material loss on your investment or lose the benefit of funds expected in connection with your exercise of redemption rights until we
liquidate or you are able to sell your shares in the open market.

 The requirement that we complete our initial business combination
within the completion window 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 completion
window. 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. The length of time it may take us to complete our diligence and negotiate a business combination may reduce the amount
of time available for us to ultimately complete an initial business combination should such diligence or negotiations not lead to a consummated

 Our search for a business combination, and any target business
with which we ultimately consummate a business combination, may be materially adversely affected by events that are outside of our control,
such as increased geopolitical unrest, pandemic outbreaks (such as COVID-19), and volatility in the debt and equity markets.

 Our ability to find a potential target business
and the business of any potential business with which we may consummate a business combination could be materially and adversely affected
by events that are outside of our control. For example, geopolitical unrest (such as the ongoing military conflict between Russia and
Ukraine and the military conflict in Israel and Gaza), including war, terrorist activity and acts of civil or international hostility
are increasing. In particular, although the length, impact and outcome of the ongoing military conflict in Ukraine and the recent armed
conflict between Israel and Hamas is highly unpredictable, these conflicts could lead to significant market and other disruptions, including
significant volatility in commodity prices and supply of energy resources, instability in financial markets, supply chain interruptions,
political and social instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.

 Similarly other events outside of our control, including natural disasters,
climate-related events pandemic or health crises (such as the COVID-19 pandemic) may arise from time to time, any such events
may cause significant volatility and declines in the global markets, disproportionate impacts to certain industries or sectors, disruptions
to commerce (including to economic activity, travel and supply chain), loss of life and property damage, and may adversely affect the
global economy or capital markets, and the business of any potential target business with which we may consummate a business combination
and could be materially adversely affected. In addition, our ability to consummate a transaction may be dependent on the ability to raise
equity and debt financing which may be impacted by these and other events, including as a result of increased market volatility, decreased
market liquidity in third-party financing being unavailable on terms acceptable or at all.

 We may not be able to complete our initial business combination
within the completion window, 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 completion window. 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.
If we have not completed our initial business combination within such time period, we will: as promptly as reasonably possible but not
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be
net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares,
which redemption will constitute full and complete payment and completely extinguish public shareholders' rights as shareholders
(including the right to receive further liquidating distributions or other distributions, if any), subject to our obligations under Cayman
Islands law to provide for claims of creditors and the requirements of other applicable law.

 We may decide not to seek to extend the term we have to consummate
our initial business combination, in which case we would redeem our public shares, and the rights may be worthless.

 We have until the end of the
completion window to consummate our initial business combination. If we anticipate that we may be unable to consummate our initial business
combination within such period, we may seek shareholder approval to amend our amended and restated memorandum and articles of association
to extend the date by which we must consummate our initial business combination. However, we may decide not to seek to extend the date
by which we must consummate our initial business combination. If we do not seek to extend the date by which we must consummate our initial
business combination, and we are unable to consummate our initial business combination within the applicable time period, we will, as
promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion
of the funds held in the trust account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the
requirements of other applicable law. In such event, the rights may be worthless.

 If we seek shareholder approval of our initial business combination,
our sponsor, initial shareholders, directors, executive officers, advisors and their affiliates may elect to purchase shares or public
rights from public shareholders, which may influence a vote on a proposed business combination and reduce the public "float"
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, executive officers, advisors or their affiliates may purchase public shares or rights 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. Any such price per share may be different than the amount per share a public shareholder
would receive if it elected to redeem its shares in connection with our initial business combination. Such a purchase 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, executive
officers, advisors or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already
elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their
shares. It is intended that, if Rule 10b-18 would apply to purchases by sponsor, initial shareholders, directors, officers,
advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it
applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume
of purchases.

 Additionally, at any time at or prior to our initial
business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, initial
shareholders, directors, officers, advisors and 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 public shares or rights in such
transactions.

 The purpose of any such transactions could be to
(i) reduce the number of public rights outstanding or (ii) satisfy a closing condition in an agreement with a target that requires
us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such
requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our business combination
that may not otherwise have been possible.

 In addition, if such purchases are made, the public
"float" of our securities may be reduced and the number of beneficial holders of our securities may be reduced, which may
make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such
purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are
subject to such reporting requirements. Additionally, in the event our sponsor, initial shareholders, directors, officers, advisors and
their affiliates were to purchase public shares or rights from public shareholders, such purchases would be structured in compliance with
the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence to the following:

 our registration statement/proxy statement filed for our
business combination transaction would disclose the possibility that our sponsor, initial shareholders, directors, officers, advisors
and their affiliates may purchase public shares or rights from public shareholders outside the redemption process, along with the purpose
of such purchases;

 if our sponsor, initial shareholders, directors, officers,
advisors and their affiliates were to purchase public shares or rights from public shareholders, they would do so at a price no higher
than the price offered through our redemption process;

 our registration statement/proxy statement filed for our
business combination transaction would include a representation that any of our securities purchased by our sponsor, initial shareholders,
directors, officers, advisors and their affiliates would not be voted in favor of approving the business combination transaction;

 our sponsor, initial shareholders, directors, officers, advisors
and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire and possess redemption
rights, they would waive such rights;

 we would disclose in a Form 8-K, before our security
holder meeting to approve the business combination transaction, the following material items;

 the amount of our securities purchased outside of the redemption
offer by our sponsor, initial shareholders, directors, officers, advisors and their affiliates, along with the purchase price;

 the purpose of the purchases by our sponsor, initial shareholders,
directors, officers, advisors and their affiliates;

 the impact, if any, of the purchases by our sponsor, initial
shareholders, directors, officers, advisors and their affiliates on the likelihood that the business combination transaction will be
approved;

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

 the number of our securities for which we have received redemption
requests pursuant to our redemption offer.

 Please see " Proposed Business — Permitted
Purchases of Our Securities " for a description of how such persons will determine from which shareholders to seek to acquire
securities.

 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 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.

 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 may
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 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 Exchange Act), will be restricted from seeking redemption rights
with respect to more than an aggregate of 15% of the shares sold in the initial public offering without our prior consent, which we refer
to as the "Excess Shares." However, we would not be restricting our shareholders' ability to vote all of their shares
(including Excess Shares) for or against our initial business combination.

 Your
inability to redeem the Excess Shares will reduce your influence over our ability to complete our initial business combination and you
could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not
receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result,
you will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell your
shares in open market transactions, potentially at a loss.

 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, 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
rights 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 of the initial public offering and the sale of
the private units, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited
by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain
target businesses. Furthermore, 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, 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 rights will expire worthless.

 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, 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.

 If
the net proceeds of the initial public offering not being held in the trust account are insufficient to allow us to operate for at least
the duration of the completion window, 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 or management team to fund our search and to
complete our initial business combination.

 Of
the net proceeds of the initial public offering, only $1,383,392 will be available to us initially outside the trust account to fund
our working capital requirements. We believe that the funds available to us outside of the trust account will be sufficient to allow
us to operate for at least the duration of the completion window; however, we cannot assure you that our estimate is accurate. 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, management team or other third parties to
operate or may be forced to liquidate. Neither our sponsor, 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 $1,500,000 of such loans may be convertible into private
units at a price of $10.00 per unit, at the option of the lender. The units would be identical to the private units. 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. 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 liquidate the trust account. Consequently, our public shareholders may only receive an estimated
$10.05 per share, or possibly less, on our redemption of our public shares, and our rights will expire worthless.

 If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount received
by shareholders may be less than $10.05 per share.

 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 (except for our independent registered public accounting firm), prospective target businesses and other entities
with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held
in the trust account for the benefit of our public shareholders, 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. The underwriters of the initial
public offering as well as our registered independent public accounting firm 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 are unable to complete 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 $10.05 per public share initially held in
the trust account, due to claims of such creditors. Pursuant to a letter agreement with us, our sponsor has agreed that it will be liable
to us if and to the extent any claims by a third party for services rendered or products sold to us (except for the company's independent
auditors), 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) $10.05 per
public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust
account, if less than $10.05 per public share due to reductions in the value of the trust assets, less taxes payable, provided
that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any
and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under
our indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities
Act. However, we have not asked 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 $10.05 per public share. In such event, we may not be able to complete our initial business combination, and
you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

 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 proceeds in the trust account are reduced below the lesser of (i) $10.05 per share and 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 $10.05 per public share 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 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 and subject to their fiduciary duties may choose not to do so in
any particular instance. 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 $10.05 per share.

 If,
after we distribute the proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, 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 proceeds in the trust account to our public shareholders, we file a bankruptcy or winding-up petition or
an involuntary bankruptcy or winding up petition is filed against us that is not dismissed, 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, by paying public shareholders from the trust account prior to addressing the claims of creditors, thereby
exposing itself and us to claims of punitive damages.

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

 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 or force us to
abandon our efforts to complete an initial business combination.

 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;

 adoption
 of a specific form of corporate structure; and

 reporting,
 record keeping, voting, proxy and disclosure requirements and other rules and regulations.

 In
order not to be regulated as an investment company under the Investment Company Act, unless it can qualify for an exclusion, a company
must ensure that it is engaged primarily in a business other than investing, reinvesting or trading of securities and that its 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.

 The
SEC recently provided guidance that the determination of whether a special purpose acquisition company, like us, is an "investment
company" under the Investment Company Act is a facts and circumstances determination requiring individualized analysis and depends
on a variety of factors, including a SPAC's duration, asset composition, business purpose and activities, and "is a question
of facts and circumstances" requiring individualized analysis. When applying these factors to us we do not believe that our principal
activities will subject us to the Investment Company Act. To this end, the Company was formed for the purpose of completing an initial
business combination with one or more businesses. Our business will be focused on identifying and completing an initial business combination,
and thereafter, operating the post-transaction business or assets for the long term. Further, we do not plan to buy businesses or
assets with a view to resale or profit from their resale and we do not plan to buy unrelated businesses or assets or to be a passive
investor. In addition, the proceeds held in the trust account will only be held as cash (including in interest bearing demand deposits)
or 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 investment management
trust agreement, the trustee will not be permitted to invest in other securities or assets. By restricting the investment of the proceeds
in this manner, and by focusing our directors' and officers' time toward, and operating our business for the purpose of,
acquiring and growing businesses for the long term (rather than buying and selling businesses in the manner of a merchant bank or private
equity fund or investing in assets for the purpose of achieving investment returns on such assets), we intend to avoid being deemed an
"investment company" within the meaning of the Investment Company Act. Further, investing in our securities is not intended
for persons who are seeking a return on investments in government securities or investment securities. Instead, the trust account will
be 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 completion window 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 completion window, 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 described
above, we may be deemed to be subject to the Investment Company Act. Notwithstanding that we have limited our activities as described
above, we could nevertheless be considered to be operating as an unregistered investment company. If our facts and circumstances change
over time, we will update our disclosure in future filings with the SEC to reflect how those changes impact the risk that we may be considered
to be operating as an unregistered investment company.

 If
we were deemed to be an investment company for purposes of the Investment Company Act, we would need to register as such under the Investment
Company Act and compliance with these additional regulatory burdens would require additional expenses for which we have not allotted
funds and may hinder our ability to complete a business combination. We may also be forced to abandon our efforts to complete an initial
business combination, and instead be required to liquidate the trust account and may be required to change our operations or wind down
our operations. In which case, our investors would not be able to realize the benefits of owning shares in a successor operating business,
including the potential appreciation in the value of our securities following such a transaction, and our rights would expire worthless.

 If
we were deemed to be an investment company for purposes of 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.
We may also be forced to abandon our efforts to complete an initial business combination and instead be required to liquidate the trust
account. If we are required to liquidate the trust account, our investors would not be able to realize the benefits of owning shares
in a successor operating business, including the potential appreciation in the value of our securities following such a transaction,
and our rights would expire worthless. On the liquidation of our trust account, our public shareholders may receive only approximately
$10.05, or less in certain circumstances, and our rights will expire worthless. Changes in laws or regulations or in how such laws or
regulations are interpreted or applied, or a failure to comply with any laws and regulations, may adversely affect our business, including
our ability to negotiate and complete our initial business combination, and results of operations.

 We
are subject to rules and regulations enacted by various national, regional and local governing bodies, including for example, the SEC,
and to new and evolving regulatory measures under applicable law. Compliance with, and monitoring of, applicable laws and regulations
may be difficult, time consuming and costly and our efforts to comply with such new and evolving 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,
In addition, these changes could have a material adverse effect on our business, investments and results of operations.

 Moreover,
because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time
as new guidance becomes available. For example, on January 24, 2024, the SEC issued final rules and guidance relating to initial
public offerings and business combination transactions of special purpose acquisition companies, like us, which, among other things,
created new rules and guidance. This evolution may result in continuing uncertainty regarding compliance matters and additional costs
necessitated by ongoing revisions to our disclosure and governance practices. A failure to comply with applicable laws or regulations
and any subsequent changes, 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.

 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 to a fine
of approximately $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.

 In accordance with the Nasdaq's corporate
governance requirements, we are not required to hold an annual general meeting until no later than one year after our first fiscal year
end following our listing on Nasdaq. 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 elected in each year and each class (except for those directors appointed prior
to our first annual general meeting) serving a three-year term. In addition, as holders of our Class A Ordinary Shares, our
public shareholders will not have the right to vote on the election of directors until after the consummation of our initial business
combination.

 Because
we are neither limited to evaluating a target business in a particular industry sector nor have we selected any specific 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.

 Our
efforts to identify a prospective initial business combination target will not be limited to a particular industry, sector or geographic
region. Our amended and restated memorandum and articles of association prohibit us from effectuating a business combination solely with
another blank check company or similar company with nominal operations. Because we have not yet selected 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. In recent years, a number of target businesses have underperformed financially post-business combination, There are
no assurances that the target business with which we consummate our initial business combination will perform as anticipated. 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 materials or tender offer documents, as applicable, relating
to the business combination contained an actionable material misstatement or material omission.

 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 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 legal 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 rights will expire worthless.

 We
may not be required to obtain an opinion from an independent investment banking firm or from a valuation or appraisal firm, and consequently,
you may have no assurance from an independent source that the consideration we are paying for the business is fair to our company from
a financial point of view.

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

 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 the date of this Annual Report 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 is payable on demand;

 our
inability to obtain necessary additional financing if the debt contains covenants restricting our ability to obtain such financing while
the debt 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 of the initial public offering and the sale of the private units,
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 the initial public offering and the private placement of units provide us with $231,150,000 that we may use to complete
our initial business combination (after taking into account the $8,050,000 of deferred underwriting commissions being held in the trust
account, and excluding approximately $1,383,392 held outside the trust account to fund our working capital requirements).

 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 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.

 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
amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold. In addition, 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 in
connection with such initial business combination, 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.

 In
order to effectuate an initial business combination, special purpose acquisition companies have, in the recent past, amended various
provisions of their charters and other governing instruments. 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 an initial business combination, blank check companies have, in the past, amended various provisions of their charters
and modified governing instruments. For example, blank check companies have amended the definition of business combination, increased
redemption thresholds, and extended the time to consummate an initial business combination. We cannot assure you that we will not seek
to amend our amended and restated memorandum and articles of association or extend the time to consummate an initial business combination
in order to effectuate our 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 which are represented in person or by proxy and are voted at
a general meeting of the company, 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.

 Our amended and restated memorandum and articles
of association provides that any of its provisions related to pre-business combination activity (including the requirement to deposit
proceeds of the initial public offering and the private placement into the trust account and not release such amounts except in specified
circumstances, and to provide redemption rights to public shareholders as described herein) and corresponding provisions of the trust
agreement governing the release of funds from our trust account may be amended if approved by special resolution, under Cayman Islands
law passed by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or represented by
proxy and are voted at a general meeting of the company. Our initial shareholders, who collectively beneficially own 23.2% of our ordinary
shares after the closing of the initial public offering, 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 completion window 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 (which interest shall be net of taxes
payable), 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.

 Certain
agreements to which we are a party may be amended without shareholder approval.

 Certain
agreements to which we are a party 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; and the private units purchase agreement between us and 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 units 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.

 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 of our initial public offering and the sale of the private units. 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. 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-transaction 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 rights 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 or shareholders is required to provide any financing to us in connection with or after our

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

 Our
initial shareholders own 23.2% 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. In addition, prior to the closing of our initial business combination, only holders of our founder
shares will have the right to vote to continue the company in a jurisdiction outside the Cayman Islands. This provision of our amended
and restated memorandum and articles of association may only be amended by a special resolution passed by not less than 90% of our ordinary
shares which are represented in person or by proxy and are voted at our general meeting. As a result, you will not have any influence
over our continuation in a jurisdiction outside the Cayman Islands prior to our initial business combination. Neither our initial shareholders
nor, any of our officers or directors, have committed to purchase additional securities, although certain members of our management team
have indicated that they may consider doing so.

 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 were appointed by our sponsor, is and will be divided into three
classes, each of which will generally serve for a term for three years with only one class of directors being appointed in each
year. We may not hold an annual or extraordinary 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, will 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.

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

 Our
initial business combination may be subject to regulatory review and approval requirements by governmental entities, or ultimately prohibited.
For example, CFIUS has authority to review direct or indirect foreign investments in U.S. companies. Among other things, CFIUS is
empowered to require certain foreign investors to make mandatory filings, to charge filing fees related to such filings, and to self-initiate national
security reviews of foreign direct and indirect investments in U.S. companies if the parties to that investment choose not to file
voluntarily. In the case that CFIUS determines an investment to be a threat to national security, CFIUS has the power to unwind or place
restrictions on the investment. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on — among
other factors — the nature and structure of the transaction, including the level of beneficial ownership interest and
the nature of any information or governance rights involved. For example, investments that result in "control" of a U.S. business
by a foreign person always are subject to CFIUS jurisdiction. CFIUS's expanded jurisdiction under the Foreign Investment Risk Review
Modernization Act of 2018 and implementing regulations that became effective on February 13, 2020 further includes investments
that do not result in control of a U.S. business by a foreign person but afford certain foreign investors certain information or
governance rights in a U.S. business that has a nexus to "critical technologies," "critical infrastructure"
and/or "sensitive personal data."

 Our
sponsor owns approximately 23.2% of our issued and outstanding ordinary shares following the initial public offering. Our sponsor is
exclusively "controlled" for CFIUS purposes by Paul Grinberg and Douglas Horlick, who is a U.S. citizen, and thus we
do not believe that our sponsor is a "foreign person" as defined in the CFIUS regulations. However, it is possible that non-U.S. persons
could be involved in our initial business combination (e.g., as existing shareholders of a target company or as PIPE investors), which
may increase the risk that our initial business combination becomes subject to regulatory review, including review by CFIUS. As
such, an initial business combination with a U.S. business or foreign business with U.S. subsidiaries that we may wish to pursue
may be subject to CFIUS review. If a particular proposed initial business combination with a U.S. business falls within CFIUS's
jurisdiction, we may determine that we are required to make a mandatory filing or that we will submit to CFIUS review on a voluntary
basis, or to proceed with the transaction without submitting to CFIUS and risk CFIUS intervention, before or after closing the transaction.
CFIUS may decide to block or delay our proposed initial business combination, impose conditions with respect to such initial business
combination or request the President of the United States to order us to divest all or a portion of the U.S. target business
of our initial business combination that we acquired without first obtaining CFIUS approval, which may limit the attractiveness of, delay
or prevent us from pursuing certain target companies that we believe would otherwise be beneficial to us and our shareholders. As a result,
the pool of potential targets with which we could complete an initial business combination may be limited and we may be adversely affected
in terms of competing with other special purpose acquisition companies which do not have any foreign ownership issues. In addition, certain
federally licensed businesses may be subject to rules or regulations that limit foreign ownership. 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 are unable to consummate
our initial business combination within the applicable time period required under our amended and restated memorandum and articles of
association, including as a result of extended regulatory review of a potential initial business combination, we will, as promptly as
reasonably possible but not more than ten business days thereafter, redeem the public shares for a pro rata portion of the
funds held in the trust account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. In such event, our shareholders will miss the opportunity to benefit from an investment in a target company
and the appreciation in value of such investment. Additionally, our rights may be worthless.

 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 ("GAAP"), or international
financial reporting standards as issued by the International Accounting Standards Board ("IFRS"), depending on the circumstances
and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting
Oversight Board (United States) ("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.

 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 requires 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, 2025. 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.

 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
initial business combination and our structure thereafter may not be tax-efficient to our shareholders and right holders. As
a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.

 Although
we will attempt to structure our initial business combination in a tax-efficient manner, tax structuring considerations are complex,
the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax considerations.
For example, in connection with our initial business combination and subject to any requisite shareholder approval, we may structure
our business combination in a manner that requires shareholders and/or right holders to recognize gain or income for tax purposes, effect
a business combination with a target company in another jurisdiction, or reincorporate in a different jurisdiction (including, but not
limited to, the jurisdiction in which the target company or business is located). We do not intend to make any cash distributions to
shareholders or right holders to pay taxes in connection with our business combination or thereafter. Accordingly, a shareholder or a
right holder may need to satisfy any liability resulting from our initial business combination with cash from its own funds or by selling
all or a portion of the shares or rights received. Shareholders and right holders may also be subject to additional income, withholding
or other taxes with respect to their ownership of us after our initial business combination.

 In
addition, we may effect a business combination with a target company that has business operations outside of the United States,
and possibly, business operations in multiple jurisdictions. If we effect such a business combination, we could be subject to significant
income, withholding and other tax obligations in a number of jurisdictions with respect to income, operations and subsidiaries related
to those jurisdictions.

 Due
to the complexity of tax obligations and filings in other jurisdictions, we may have a heightened risk related to audits or examinations
by U.S. federal, state, local and non-U.S. taxing authorities. This additional complexity and risk could have an adverse effect
on our after-tax profitability and financial condition.

 Risks
Relating to the Post-Business Combination Company

 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 with a particular target business, that it would be possible to uncover all material issues through a customary
amount of due diligence, or that factors outside of the target business and outside of our control will not later arise. As a result
of these factors, we may be forced to later write-down or write-off assets, restructure our operations, or incur impairment
or other charges that could result in our reporting losses. Even if our due diligence successfully identifies certain risks, unexpected
risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though
these charges may be non-cash items and not have an 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
who choose to remain shareholders following the business combination could suffer a reduction in the value of our 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 materials or tender offer documents, as applicable, relating to the business combination
contained an actionable material misstatement or material omission.

 The
nominal purchase price paid by our sponsor for the founder shares may result in significant dilution to the implied value of your public
shares upon the consummation of our initial business combination.

 We offered our units at an offering price of $10.00 per unit and
the amount in our trust account is $10.05 per public share, implying an initial value of $10.05 per public share. However, prior to the
initial public offering, our sponsor paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.003
per share. As a result, the value of your public shares may be significantly diluted upon the consummation of our initial business combination,
when the founder shares are converted into public shares. For example, the following table shows the dilutive effect of the founder shares
on the implied value of the public shares upon the consummation of our initial business combination assuming that our equity value at
that time is $223,100,000 (following payment of $8,050,000 of deferred underwriting commissions), which is the amount we would have for
our initial business combination in the trust account, no interest is earned on the funds held in the trust account, and no public shares
are redeemed in connection with our initial business combination, and without taking into account any other potential impacts on our valuation
at such time, such as the trading price of our public shares, the business combination transaction costs, any equity issued or cash paid
to the target's sellers or other third parties, or the target's business itself, including its assets, liabilities, management
and prospects, as well as the value of our public and private rights. At such valuation, each of our ordinary shares would have an implied
value of $7.20 per share upon consummation of our initial business combination, which is a 25.8% decrease as compared to the initial implied
value per public share (after taking into consideration the payment of the deferred underwriting commission) of $9.70.

 Public shares

 23,000,000

 Founder shares

 7,187,500

 Private Shares

 805,000

 Total shares

 30,992,500

 Total funds in trust available for initial business combination

 $
 223,100,000

 Public shareholders' investment per Class A ordinary share (1)

 $
 10.00

 Sponsor's investment per Class B ordinary share (2)

 $
 0.003

 Initial implied value per public share

 $
 10.05

 Implied value per share upon consummation of initial business combination (3)

 $
 7.20

 (1)
 While
the public shareholders' investment is in both the public shares and the public rights, for purposes of this table the full investment
amount is ascribed to the public shares only.

 (2)
 The total investment in the equity of the company by the sponsor and
BTIG. is $8,075,000, consisting of (i) $25,000 paid by the sponsor for the founder shares, (ii) $4,950,000 paid by the sponsor
for 495,000 private units and (iii) $3,100,000 paid by BTIG for 310,000 private units. For purposes of this table, the full investment
amount is ascribed to the founder shares only.

 (3)
 All
founder shares would automatically convert into Class A Ordinary Shares upon completion of our initial business combination or earlier
at the option of the holder.

 The
value of the founder shares following completion of our initial business combination is likely to be substantially higher than the nominal
price paid for them, even if the trading price of our ordinary at such time is substantially less than $10.00 per share.

 Our
sponsor has invested in us an aggregate of $5,225,000, comprised of the $25,000 purchase price for the founder shares and the $5,200,000
purchase price for the private units. Assuming a trading price of $10.00 per share upon consummation of our initial business combination,
the 7,187,500 founder shares would have an aggregate implied value of $71,875,000. Even if the trading price of our ordinary shares significantly
declines, the value of the founder shares held by our sponsor will be significantly greater than the amount our sponsor paid to purchase
such shares. As a result, our sponsor is likely to be able to make a substantial profit on its investment in us at a time when our public
shares have lost significant value. Accordingly, our management team, which owns interests in our sponsor, may be more willing to pursue
a business combination with a riskier or less-established target business than would be the case if our sponsor had paid the same
per share price for the founder shares as our public shareholders paid for their public shares.

 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 rights 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 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 rights will expire worthless.

 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.

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

 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
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.

 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.

 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-transaction 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-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target sufficient for 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-transaction 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 of a target. 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 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.

 Risks
Relating to Acquiring and Operating a Business in Foreign Countries

 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.

 If
we pursue a target company with operations or opportunities outside of the United States for our initial business combination, we
may face 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 a 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;

 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;

 terrorist
attacks, natural disasters, widespread health emergencies and wars; and

 deterioration
of political relations with the United States.

 We
may not be able to adequately address these additional risks. If we were 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
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.

 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 may 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 legal 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.

 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 or transfer by way of continuation to 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 and we may not be able to enforce our legal
rights.

 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 may govern some or all of our future material agreements. 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.

 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 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.

 Moreover,
because these laws, regulations and standards are subject to varying interpretations, their application in practice may evolve over time
as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs
necessitated by ongoing revisions to our disclosure and governance practices. If we fail to address and comply with these regulations
and any subsequent changes, we may be subject to penalty and our business may be harmed.

 Risks
Relating to our Management Team

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

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

 During
the course of their careers, members of our management team and board of directors have had significant experience as board members,
officers or executives of other companies. As a result of their involvement and positions in these companies, certain persons were, are
now, or may in the future become, involved in litigation, investigations or other proceedings relating to the business affairs of such
companies or transactions entered into by such companies. This may have an adverse effect on us, which may impede our ability to consummate
an initial business combination.

 Members
of our management team and affiliated companies may have been, and may in the future be, involved in civil disputes or governmental investigations
unrelated to our business.

 Members
of our management team have been (and intend to be) involved in a wide variety of businesses. Such involvement has, and may lead to,
media coverage and public awareness. As a result, members of our management team and affiliated companies may have been, and may in the
future be, involved in civil disputes or governmental investigations unrelated to our business. Any such claims or investigations may
be detrimental to our reputation and could negatively affect our ability to identify and complete an initial business combination and
may have an adverse effect on the price of our securities.

 Past
performance by our management team and their affiliates may not be indicative of future performance of an investment in us.

 Information
regarding performance by, or businesses associated with, our management team or businesses associated with them is presented for informational
purposes only. Past performance by our management team is not a guarantee either (i) of success with respect to any business combination
we may consummate or (ii) that we will be able to locate a suitable candidate for our initial business combination. You should not
rely on the historical record of the performance of our management team's or businesses associated with them as indicative of our
future performance of an investment in us or the returns we will, or is likely to, generate going forward.

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

 We
will 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. 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.

 We
are dependent upon our executive officers and directors and their loss, or a reduction in the amount of time they can dedicate to our
initial business combination, could adversely affect our ability to operate.

 Our
operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors and the
members of our advisory board. We believe that our success depends on the continued service of our officers, directors and members of
our advisory board, at least until we have completed our initial business combination. In addition, our executive officers and directors
are not required to commit any specified amount of time to our affairs and, accordingly, will 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 directors or executive officers. The
unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

 Our
executive officers and directors 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
executive 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. If our executive officers'
and directors' other business affairs require them to devote substantial amounts of time to such affairs in excess of their current
commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete
our initial business combination. Any such companies, businesses or investments may present additional conflicts of interest in pursuing
an initial business combination target. Notwithstanding the foregoing, such officers and directors will continue to have a pre-existing fiduciary
obligation to us and we will, therefore, have priority over any special purpose acquisition companies they subsequently join. In addition,
because we may consummate a business combination with a target in a broad array of industries, we do not believe that any such potential
conflicts would materially affect our ability to complete our initial business combination. For a complete discussion of our executive
officers' and directors' other business affairs, please see " Management — Officers and Directors."

 Our
officers and directors presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other
entities, including blank check companies, and, accordingly, may have conflicts of interest in allocating their time and 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.
Our sponsor and our officers and directors are, and in the future may become, affiliated with such entities (such as operating companies
or investment vehicles) that are engaged in a similar business. We do not have employment contracts with our officers and directors that
will limit their ability to work at other businesses. Our officers and directors presently and any 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 entities. 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.

 Our
officers and directors presently and 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. 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 opportunity to such
entity. In addition, certain of our officers and directors are members of our sponsor and own membership interests of our sponsor. The
remaining membership interests are held by third party investors that are not affiliated with members of our management. 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 business combination. Our amended and restated memorandum and articles of association provides 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. The purpose for the
surrender of corporate opportunities is to allow officers, directors or other representatives with multiple business affiliations to
continue to serve as an officer of our company or on our board of directors. Our officers and directors may from time to time be presented
with opportunities that could benefit both another business affiliation and us. In the absence of the "corporate opportunity"
waiver in our charter, certain candidates would not be able to serve as an officer or director. We believe we substantially benefit from
having representatives who bring significant, relevant and valuable experience to our management, and, as a result, the inclusion of
the "corporate opportunity" waiver in our amended and restated memorandum and articles of association provides us with greater
flexibility to attract and retain the officers and directors that we feel are the best candidates. 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.

 In
addition, our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies with acquisition
objectives that are similar to ours or may pursue other business or investment ventures during the period in which we are seeking an
initial business combination. As a result, our sponsor, officers and directors could have conflicts of interest in determining whether
to present business combination to us or to any other special purpose acquisition company with which they may become involved. Any such
companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination target.
Our officers and directors may become officers or directors of other special purpose acquisition companies. Notwithstanding that, such
officers and directors will continue to have a pre-existing fiduciary obligation to us and we will, therefore, have priority over
any special purpose acquisition companies they subsequently join. In addition, because we may consummate a business combination with
a target in a broad array of industries, we do not believe that any such potential conflicts would materially affect our ability to complete
our initial business combination.

 For
a complete discussion of our executive officers' and directors' business affiliations and the potential conflicts of interest
that you should be aware of, please see " Management — Officers and Directors," " Management — Conflicts
of Interest " and " Certain Relationships and Related Party Transactions."

 Our
executive officers, directors, security holders and their respective affiliates 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 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
or officers, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for
their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between
their interests and ours. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial
business combination target. Notwithstanding the foregoing, such officers and directors will continue to have a pre-existing fiduciary
obligation to us and we will, therefore, have priority over any special purpose acquisition companies they subsequently join. In addition,
because we may consummate a business combination with a target in a broad array of industries, we do not believe that any such potential
conflicts would materially affect our ability to complete our initial business combination.

 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 " Description of Securities-Certain Differences
in Corporate Law-Shareholder Suits " 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, executive officers, directors or existing holders which may raise potential conflicts of interest.

 In
light of the involvement of our sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses
affiliated with our sponsor, executive officers, directors or existing holders. Our directors also serve as officers and board members
for other entities, including, without limitation, those described under " Management — 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, 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, we would pursue such a transaction if we determined
that such affiliated entity met our criteria for a business combination as set forth in " Proposed Business — Business
Combination Criteria " and such transaction was approved by a majority of our independent and disinterested directors. Despite
our agreement to obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal
firm regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international
businesses affiliated with our sponsor, executive officers, directors or existing holders, potential conflicts of interest still may
exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would be
absent any conflicts of interest.

 We
may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us, 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. Our underwriters are entitled to receive deferred commissions that will released from the trust only on a completion of
an initial business combination. These financial incentives may cause them to have potential conflicts of interest in rendering any such
additional services to us after the initial public offering, including, for example, in connection with the sourcing and consummation
of an initial business combination.

 We
may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us, 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 such underwriter or its affiliate fair and reasonable fees or other compensation that would be determined
at that time in an arm's length negotiation. The underwriters are also entitled to receive deferred commissions that are conditioned
on the completion of an initial business combination. The underwriters' or their respective affiliates' financial interests
tied to the consummation of a business combination transaction may give rise to potential conflicts of interest in providing any such
additional services to us, including potential conflicts of interest in connection with the sourcing and consummation of an initial business
combination.

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

 On
June 27, 2024, our sponsor paid $25,000, or approximately $0.003 per share, to cover certain expenses on our behalf in consideration
of 7,187,500 Class B Ordinary Shares, which we refer to as founder shares. Subsequently, on December 12, 2024, the Company, through a
share capitalization, approved the issuance to the sponsor an additional 359,375 Class B Ordinary Shares as bonus shares. On December
16, 2024, our sponsor surrendered 359,375 founder shares for no consideration, as a result of the underwriters' partial exercise
of their over-allotment option in our initial public offering, resulting in 7,187,500 founder shares outstanding, resulting in a price
per share of approximately $0.003. Prior to the initial investment in the company of $25,000 by the sponsor, the company had no assets,
tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company
by the number of founder shares issued. The number of founder shares outstanding was determined based on the expectation at the time
that the total size of the initial public offering would be a maximum of 24,150,000 units if the underwriters' over-allotment option
was exercised in full, and therefore that such founder shares represent 23.2% of the outstanding shares. 359,375 of the founder shares
were forfeited in connection with the underwriters' partial exercise of the over-allotment option. In addition, our sponsor
and BTIG purchased an aggregate of 805,000 private units at a price of $10.00 per unit in a private placement that closed simultaneously
with the closing of the initial public offering. Of those 805,000 private units, our sponsor to purchased 495,000 private units and BTIG
purchased 310,000 private units. The personal and financial interests of our executive 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 end of the completion window nears,
which is the deadline for our completion of an initial business combination.

 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 rights, potentially at a loss.

 Our
public shareholders will be entitled to receive funds from the trust account only upon the earlier 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 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 redeem 100% of our public shares if we do not complete our initial business combination within the completion
window or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial business
combination activity, and the redemption of our public shares if we are unable to complete an initial business combination within the
completion window, subject to applicable law and as further described herein. In addition, if our plan to redeem our public shares if
we are unable to complete an initial business combination within the completion window for any reason, compliance with Cayman Islands
law may require that we submit a plan of dissolution to our then-existing shareholders for approval prior to the distribution of
the proceeds held in our trust account. In that case, public shareholders may be forced to wait beyond the completion window before they
receive funds from our trust account. In no other circumstances will a public shareholder have any right or interest of any kind in the
trust account. Holders of rights will not have any right to the proceeds held in the trust account with respect to the rights. Accordingly,
to liquidate your investment, you may be forced to sell your public shares or rights, potentially at a loss.

 Nasdaq
may delist 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.

 Our
units, Class A Ordinary Shares and rights are listed on Nasdaq. We cannot guarantee that our securities will be approved for listing
on Nasdaq. Although we expect to meet, on a pro forma basis, the minimum initial listing standards set forth in Nasdaq listing standards,
we cannot assure you that our securities will continue to be, listed on Nasdaq in the future or prior to our initial business combination.
In order to continue listing our securities on Nasdaq prior to our initial business combination, we must maintain certain financial,
distribution and share price levels. Generally, we must maintain a minimum market value of listed securities (generally $50,000,000)
and a minimum number of holders of our securities (generally 400 public holders). Additionally, in connection with our initial business
combination, we will be required to demonstrate compliance with Nasdaq's initial listing requirements, which are more rigorous
than Nasdaq's continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance,
unless we decide to list on a different Nasdaq tier such as the Nasdaq Capital Market which has different initial listing requirements,
our share price would generally be required to be at least $4.00 per share and we would be required to have a minimum of 400 round lot
holders of our securities. We cannot assure you that we will be able to meet those initial listing requirements at that time.

 If
Nasdaq delists our securities from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant
material adverse consequences, including:

 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." Because we expect that our units and eventually
our Class A Ordinary Shares and rights will be listed on Nasdaq, our units, Class A Ordinary Shares and rights will qualify
as covered securities under the statute. Although the states are preempted from regulating the sale of our securities, the federal statute
does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then
the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these
powers to prohibit or restrict the sale of securities issued by blank check companies, other than the State of Idaho, certain state securities
regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of
securities of blank check companies in their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify
as covered securities under the statute and we would be subject to regulation in each state in which we offer our securities.

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

 Pursuant
to a registration rights agreement with our sponsor, at or after the time of our initial business combination, our initial shareholders
and their permitted transferees can demand that we register the resale of their founder shares. In addition, the holders of the private
units (and underlying securities may demand that we register the resale of such units and the underlying securities. 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 or
their permitted transferees, our private units (and underlying securities) are registered for resale.

 We
may issue additional Class A Ordinary Shares or preference shares to complete our initial business combination or under an employee
incentive plan after completion of our initial business combination. 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 in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders
and likely present other risks.

 Our
amended and restated memorandum and articles of association authorize the issuance of up to 445,000,000 Class A ordinary shares,
par value $0.0001 per share, 50,000,000 Class B Ordinary Shares, par value $0.0001 per share, and 5,000,000 preference shares, par
value $0.0001 per share. After the initial public offering, there are 23,805,000 and 7,187,500 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 conversion of outstanding rights or shares issuable upon conversion of the Class B Ordinary Shares. The Class B
Ordinary Shares are automatically convertible into Class A Ordinary Shares concurrently with or immediately following the consummation
of our initial business combination, or earlier at the option of the holders thereof, initially at a one-for-one ratio but subject
to adjustment as set forth adjacent to the caption " Founder shares conversion and anti-dilution rights "
and may result in a material dilution to the equity interests of the Class A ordinary shareholders and in our amended and restated memorandum
and articles of association. As of the date of this Annual Report, there are no preference shares issued and outstanding.

 We
may issue a substantial number of additional Class A Ordinary Shares or preference shares to complete our initial business combination
or under an employee incentive plan after completion of our initial business combination. 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
provides, 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 on any initial business
combination. 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 shares
or preference shares:

 may
significantly dilute the equity interest of existing investors, which dilution would increase if the anti-dilution provisions in
the Class B Ordinary Shares resulted in the issuance of Class A Ordinary Shares on a greater than one-to-one basis upon
conversion of the Class B Ordinary Shares;

 may
subordinate the rights of holders of Class A Ordinary Shares if preference shares are issued with rights senior to those afforded
our Class A Ordinary Shares;

 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;

 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
adversely affect prevailing market prices for our units, Class A Ordinary Shares and/or rights; and

 may
not result in adjustment to the exercise price of our rights.

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

 As
of the date of this Annual Report, our sponsor owns 7,546,875 founder shares and 495,000 private units. If we do not complete our initial
business combination within 18 months from the closing of the initial public offering, unless the time to complete our initial business
combination is extended in accordance with our memorandum and articles of incorporation, the private units will expire worthless. Given
the differential in the purchase price paid for the founder shares as compared to the initial public offering price of the public shares
and the substantial number of Class A Ordinary Shares that holders of our founder shares would receive upon conversion of the founder
shares upon a business combination, the founder shares may have significant value after the business combination even if our Class A
Ordinary Shares trade below the initial public offering price and holders of our public shares have a substantial loss on their investment.

 The
personal and financial interests of our sponsor, directors and officers and any holders of our founder shares or our private units 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 and may result in a misalignment of interests between
the holders of our founder shares and our officers and directors, on the one hand, and our public shareholders, on the other. These risks
may become more acute as the deadline to complete our initial business combination nears. In particular, because the founder shares were
purchased at a purchase price of approximately $0.006 per share, the holders of our founder shares (including certain of our directors
and officers that directly or indirectly own founder shares) could make a substantial profit after our initial business combination even
if our public shareholders lose money on their investment as a result of a decrease in the post-combination value of their Class
A Ordinary Shares (after accounting for any adjustments in connection with an exchange or other transaction contemplated by the business
combination). For example, a holder of 1,000 founder shares would have paid approximately $3.50 to purchase such shares. At the time
of an initial business combination, such holder would be able to convert such founder shares into 1,000 Class A Ordinary Shares, and
would receive the same consideration in connection with our initial business combination as a public shareholder for the same number
of Class A Ordinary Shares. If the trading price of our Class A Ordinary Shares on a post-combination basis (after accounting
for any adjustments in connection with an exchange or other transaction contemplated by the business combination) were to decrease to
$5.00 per Class A ordinary share, such holder of our founder shares would obtain a profit of approximately $4,996.50 on account of the
1,000 founder shares that the holder had converted into Class A Ordinary Shares in connection with the initial business combination.
By contrast, a public shareholder holding 1,000 Class A Ordinary Shares would lose approximately $5,000 in connection with the same transaction.

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

 We
may amend the terms of the rights in a manner that may be adverse to holders of public rights with the approval by the holders of at
least 50% of the then outstanding public rights.

 Our
rights will be issued in registered form under a rights agreement between Continental Stock Transfer & Trust Company, as rights
agent, and us. The rights agreement provides that the terms of the rights may be amended without the consent of any holder to cure any
ambiguity or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public
rights to make any change that adversely affects the rights of the registered holders of public rights under the rights agreement. Accordingly,
we may amend the terms of the public rights in a manner adverse to a holder if holders of at least 50% of the then outstanding public
rights approve of such amendment.

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

 Our
units include 23,000,000 rights which convert on a 10-to-1 basis upon the consummation of our initial business combination. As such,
upon the consummation of our initial business combination the rights will convert into 2,300,000 Class A Ordinary Shares. In addition,
our initial shareholders, officers and directors or their affiliates may, but are not obligated to, make certain loans to us, up to $1,500,000
of which may be converted upon consummation of our initial business combination into additional private units at a price of $10.00 per
unit (which, for example, would result in the holders being issued private rights entitling the holder to an aggregate of 15,000 Class
A Ordinary Shares upon the consummation of our initial business combination). To the extent we issue Class A Ordinary Shares to effectuate
a business transaction, the potential for the issuance of a substantial number of additional Class A Ordinary Shares upon conversion
of our rights could make us a less attractive acquisition vehicle to a target business. Any such issuance will increase the number of
issued and outstanding Class A Ordinary Shares and reduce the value of the Class A Ordinary Shares issued to complete the business
transaction. Therefore, our rights may make it more difficult to effectuate a business combination or increase the cost of acquiring
the target business.

 Our
rights 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
rights, which could limit the ability of right holders to obtain a favorable judicial forum for disputes with our company.

 Our
rights 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 rights 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. With respect to any complaint asserting a cause of
action arising under the Securities Act or the rules and regulations promulgated thereunder, we note, however, that there is uncertainty
as to whether a court would enforce this provision and that investors cannot waive compliance with the federal securities laws and the
rules and regulations thereunder. Section 22 of the Securities Act creates concurrent jurisdiction for state and federal courts
over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

 Notwithstanding
the foregoing, these provisions of the rights 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 rights shall be deemed to have notice of and
to have consented to the forum provisions in our rights agreement. If any action, the subject matter of which is within the scope the
forum provisions of the rights 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 rights, 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 right holder in any such enforcement action by service upon such right holder's
counsel in the foreign action as agent for such right holder.

 This
choice-of-forum provision may limit a right 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 rights
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.

 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 Forbes Hare, 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.

 General
Risk Factors

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

 Information
regarding our management team, our advisors and their respective affiliates, including investments and transactions in which they have
participated and businesses with which they have been associated, is presented for informational purposes only. Any past experience and
performance by our management team, our advisors and their respective affiliates and the businesses with which they have been associated,
is not a guarantee that we will be able to successfully identify a suitable candidate for our initial business combination, that we will
be able to 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, our advisors and their respective affiliates, including investments
and transactions in which they have participated and businesses with which they have been associated, 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, our advisors or their
respective 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 be a passive foreign investment company, or "PFIC," which could result in adverse United States 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 below)
of our Class A Ordinary Shares or rights, the U.S. Holder may be subject to adverse U.S. federal income tax consequences
and may be subject to additional reporting requirements. Our PFIC status for our current and subsequent taxable years may depend
on the status of an acquired company pursuant to a business combination and whether we qualify for the PFIC start-up exception.
Depending on the particular circumstances the application of the start-up exception may be subject to uncertainty, and there cannot
be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances with respect to our status
as a PFIC for our current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not
be determinable until after the end of such taxable year. In addition, our U.S. counsel expresses no opinion with respect to our
PFIC status for any taxable year.

 Moreover,
if we determine we are a PFIC for any taxable year, upon written request, we will endeavor to provide to a U.S. Holder such information
as the Internal Revenue Service ("IRS") may require, including a PFIC annual information statement, in order to enable the
U.S. Holder to make and maintain a "qualified electing fund" election, but there can be no assurance that we will timely
provide such required information, and such election would likely be unavailable with respect to our rights. We urge U.S. investors
to consult their own tax advisors regarding the possible application of the PFIC rules.

 For
purposes of this Risk Factor, a "U.S. Holder" is a beneficial holder of securities who or that, for U.S. federal income tax
purposes is (i) an individual who is a United States citizen or resident of the United States; (ii) a corporation or other entity treated
as a corporation for United States federal income tax purposes created in, or organized under the law of, the United States or any state
or political subdivision thereof; (iii) an estate the income of which is includible in gross income for United States federal income
tax purposes regardless of its source; or (iv) a trust (A) the administration of which is subject to the primary supervision of a United
States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial
decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States
person.

 We
may reincorporate in or transfer by way of continuation to another jurisdiction which may result in taxes imposed on shareholders or
right holders.

 We
may, in connection with our initial business combination or otherwise, subject to requisite shareholder approval by special resolution
under the Companies Act (with respect to which only holders of Class B Ordinary Shares will have the right to vote), reincorporate
in or transfer by way of continuation to the jurisdiction in which the target company or business is located or in another jurisdiction.
The transaction may require a shareholder or right holder to recognize taxable income in the jurisdiction in which the shareholder or
right 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 right holders to pay such taxes. Shareholders or
right holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation or continuance.

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

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

 If
our initial business combination involves a company organized under the laws of the United States (or any subdivision thereof),
it is possible a U.S. federal excise tax could be imposed on us in connection with any redemptions of our ordinary shares after
or in connection with such initial business combination.

 The
Inflation Reduction Act of 2022, which, among other things, imposes a 1% U.S. federal excise tax on certain repurchases
(including redemptions) of stock by publicly traded U.S. corporations after December 31, 2022 (the "Excise Tax"),
subject to certain exceptions. If applicable, the amount of the Excise Tax is generally 1% of the aggregate fair market value of any
stock repurchased by the corporation during a taxable year, net of the aggregate fair market value of certain new stock issuances by
the repurchasing corporation during the same taxable year. The Biden administration has proposed increasing the Excise Tax rate from
1% to 4%; however, it is unclear whether such a change will be enacted and, if enacted, how soon it could take effect.

 As
a Cayman Islands exempted company, the Excise Tax is currently not expected to apply to redemptions of our ordinary shares (absent any
regulations or other additional guidance that may be issued in the future).

 However,
in connection with an initial business combination involving a company organized under the laws of a state of the United States,
it is possible that we domesticate and continue as a corporation organized under the laws of a state of the United States prior
to certain redemptions. Because we expect that, following such a domestication, our securities would continue to trade on a national
securities exchange, in such a case, we could be subject to the Excise Tax with respect to any subsequent redemptions (including redemptions
in connection with an extension vote or the initial business combination). Whether and to what extent we would be subject to the Excise
Tax in connection with a business combination, extension vote or otherwise would depend on a number of factors, including (i) the
fair market value of the redemptions and repurchases in connection with the business combination, extension vote or otherwise, (ii) the
structure of a business combination, (iii) the nature and amount of any "PIPE" or other equity issuances in connection
with a business combination (or otherwise issued not in connection with a business combination but issued within the same taxable year
of a business combination) and (iv) the content of final regulations and other guidance from the Treasury.

 Any
Excise Tax that becomes payable as a result of any redemptions of our ordinary shares (or other shares into which such ordinary shares
may be converted) would be payable by us and not by the redeeming holder. To the extent such taxes are applicable, the amount of cash
available to pay redemptions or to transfer to the target business in connection with our initial business combination may be reduced,
which could result in our inability to meet conditions in the agreement relating to our initial business combination related to a minimum
cash requirement, if any, or otherwise result in the shareholders of the combined company (including any of our shareholders who do not
exercise their redemption rights in connection with the initial business combination) to economically bear the impact of such Excise
Tax. Consequently, the Excise Tax may make a transaction with us less appealing to potential business combination targets. Finally, subject
to certain exceptions, the Excise Tax should not apply in the event of our complete liquidation.

 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 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 Item 10(f)(1) of Regulation S-K. Smaller reporting
companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years
of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the
market value of our ordinary shares held by non-affiliates is equal to or exceeds $250 million as of the prior June 30 th,
and (2) our annual revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our
ordinary shares held by non-affiliates equals to or exceeds $700 million as of the prior June 30 th. 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.

 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 preference 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.

 Our
amended and restated memorandum and articles of association provides that the courts of the Cayman Islands will be the exclusive forums
for certain disputes between us and our shareholders, which could limit our shareholders' ability to obtain a favorable judicial
forum for complaints against us or our directors, officers or employees.

 Our
amended and restated memorandum and articles of association provides that unless we consent in writing to the selection of an alternative
forum, the courts of the Cayman Islands shall have exclusive jurisdiction over any claim or dispute arising out of or in connection with
our amended and restated memorandum and articles of association or otherwise related in any way to each shareholder's shareholding
in us, including but not limited to (i) any derivative action or proceeding brought on our behalf, (ii) any action asserting
a claim of breach of any fiduciary or other duty owed by any of our current or former director, officer or other employee to us or our
shareholders, (iii) any action asserting a claim arising pursuant to any provision of the Companies Act or our amended and restated
memorandum and articles of association, or (iv) any action asserting a claim against us governed by the internal affairs doctrine
(as such concept is recognized under the laws of the United States of America) and that each shareholder irrevocably submits to
the exclusive jurisdiction of the courts of the Cayman Islands over all such claims or disputes.

 The
forum selection provision in our amended and restated memorandum and articles of association will not apply to actions or suits brought
to enforce any liability or duty created by the Securities Act, Exchange Act or any claim for which the federal district courts
of the United States of America are, as a matter of the laws of the United States of America, the sole and exclusive forum
for determination of such a claim.

 Our
amended and restated memorandum and articles of association also provides that, without prejudice to any other rights or remedies that
we may have, each of our shareholders acknowledges that damages alone would not be an adequate remedy for any breach of the selection
of the courts of the Cayman Islands as exclusive forum and that accordingly we shall be entitled, without proof of special damages, to
the remedies of injunction, specific performance or other equitable relief for any threatened or actual breach of the selection of the
courts of the Cayman Islands as exclusive forum.

 This
choice of forum provision may increase a shareholder's cost and limit the shareholder's ability to bring a claim in a judicial
forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against
us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our shares or other
securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably agreed and
consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability of similar
choice of forum provisions in other companies' charter documents has been challenged in legal proceedings. It is possible that
a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in our amended
and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional costs associated
with resolving the dispute in other jurisdictions, which could have an adverse effect on our business and financial performance.

 Item
1B. Unresolved Staff Comments.

 None.

 Item
1C. Cybersecurity

 We
are a special purpose acquisition company with no business operations. Since our initial public offering, our sole business activity
has been identifying and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant
cybersecurity risk and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity
risk.

 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 information systems or infrastructure,
or the information 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. 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. In the event of a cybersecurity
incident impacting us, the management team will report to the board of directors and provide updates on the management team's
incident response plan for addressing and mitigating any risks associated with the cybersecurity incident. As an early-stage company
without significant investments in data security protection, there can be no assurance that we will 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.

 As
of the date of this Report, we have not identified any risks from cybersecurity threats, including as a result of any previous
cybersecurity incidents, that we believe have, or are likely to, materially affect us since our initial public offering.

 Item 2. Properties.

 We
currently utilize office space at 3282 Northside Parkway, Suite 275, Atlanta, GA 30327 from an affiliate of our sponsor. We consider
our current office space adequate for our current operations. We pay an affiliate of our sponsor $20,000 per month for office space,
secretarial and administrative services provided to members of our management team. Upon completion of our initial business combination
or our liquidation, we will cease paying these monthly fees.

 Item 3. Legal Proceedings.

 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.

 None.

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

 Market Information.

 Our units, Class A Ordinary Shares and rights are traded on The New
York Stock Exchange under the symbols "MLACU," "MLAC" and "MLACR," respectively. Our units commenced
public trading on December 16, 2024, and our Class A Ordinary Shares and rights commenced public trading on February 3, 2025.

 Holders

 As of March 1, 2025, there was one holder of record
of our Units, one holder of record of our Class A Ordinary Shares, three holders of record of our Class B common shares and one holders
of record of our rights.

 Dividends

 We have not paid any cash dividends on our common
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. In addition, our Board of Directors is not currently contemplating
and does not anticipate declaring any share dividends in the foreseeable future. Further, 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.

 Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 Recent Sales of Unregistered Securities; Use of Proceeds from Registered
Securities

 On December 16, 2024, our sponsor surrendered 359,375
founder shares for no consideration, as a result of the underwriters' partial exercise of their over-allotment option in our initial
public offering, resulting in 7,187,500 founder shares outstanding. The number of founder shares issued was determined based on the expectation
that the founder shares would represent 23.8% of the outstanding common shares upon completion of our initial public offering. Such securities
were issued in connection with our organization pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act. Our sponsor is an accredited investor for purposes of Rule 501 of Regulation D.

 On December 16, 2024, we consummated our initial
public offering of 23,000,000 Units. Each Unit consists of one Class A ordinary share, $0.0001 par value and one right to receive one-tenth
(1/10) of one Class A ordinary share upon the consummation of an initial business combination. The Units were sold at an offering price
of $10.00 per Unit, generating gross proceeds of $230,000,000. The securities sold in the offering were registered under the Securities
Act on registration statements on Form S-1 (File No. 333-281410 and (File No. 333-283774)).
The registration statements became effective on December 12, 2024.

 The
underwriters were granted a 45-day option to purchase up to additional 3,150,000 Units (as defined below) to cover over-allotments,
if any. On December 13, 2024, the underwriters exercised the over-allotment option partially to purchase additional 2,000,000 Units.
On December 16, 2024, the Company consummated its initial public offering of 23,000,000 units (the "Units"). Each Unit
consists of one Class A ordinary share, $0.0001 par and one right to receive one-tenth (1/10) of one Class A ordinary share upon the
consummation of an initial business combination. The Units were sold at an offering price of $10.00 per Unit, generating
gross proceeds of $230,000,000.

 Simultaneously
with the closing of the initial public offering, the Company consummated the private placement of 805,000 units (the "Private Units")
with the Sponsor and BTIG, LLC at a price of $10.00 per Private Unit, generating total proceeds of $8,050,000.

 The
Private Units are identical to the Units sold in the initial public offering except with respect to certain registration rights and transfer
restrictions. Additionally, the holders of the Private Units have agreed to certain restrictions on the Private Units, as described in
the registration statements. Additionally, such holders agreed not to transfer, assign or sell any of the Private Units or underlying
securities (except in limited circumstances, as described in the Registration Statements) until 30 days after the completion of the Company's
initial business combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase
of the Private Units.

 The
Private Units were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as the transaction did not involve
a public offering.

 As of December 16, 2024, a total of $231,150,000
of the net proceeds from our initial public offering (including the over-allotment Units) and the Private Placement (as defined below)
were deposited in a trust account established for the benefit of the Company's public shareholders.

 We paid a total of $4,600,000
in underwriting discounts and commissions and $704,261 for other costs and expenses related to the initial public offering. In addition,
the underwriters agreed to defer $8,050,000 in underwriting discounts and commissions.

 There has been no material
change in the planned use of proceeds from our initial public offering as described in our final prospectus dated December 12, 2024 which
was filed with the SEC.

 Stock Repurchases

 We did not repurchase shares
of our common shares during the year ended December 31, 2024.

 Item 6. [Reserved]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

 The following discussion and analysis of the Company's
financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related
thereto which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. Certain
information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ
materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Special
Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K.

 Overview

 We are a blank check company incorporated
in the Cayman Islands on June 14, 2024 formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination with one or more businesses that the Company has not yet identified ("Business Combination").
We intend to effectuate our Business Combination using cash derived from the proceeds of our initial public offering and the sale of the
Private Placement Unit, our shares, debt or a combination of cash, shares and debt.

 We expect to continue to incur significant
costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a Business Combination will be successful.

 Results of Operations

 We have neither engaged in any operations
nor generated any revenues to date. Our only activities from June 14, 2024 (inception) through December 31, 2024 were organizational activities,
those necessary to prepare for our initial public offering, described below, and identifying a target company for a Business Combination.
We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating
income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

 For the period from June 14, 2024 (inception)
through December 31, 2024, we had a net income of $443,117, which consisted of interest earned on marketable securities held in the
Trust Account of $493,853, offset by operating expenses of $50,736.

 Liquidity and Capital Resources

 On December 16, 2024, we consummated the Initial
Public Offering of 23,000,000 Units, which includes the partial exercise by the underwriters of their over-allotment option in the amount
of 2,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. Simultaneously with the closing of the Initial Public
Offering, we consummated the sale of 805,000 Private Placement Units at a price of $10.00 per Private Placement Unit in a private placement
to the Sponsor, generating gross proceeds of $8,050,000.

 Following the Initial Public Offering,
the partial exercise of the over-allotment option, and the sale of the Private Units, a total of $231,150,000 was placed in the Trust
Account. We incurred $13,354,261, consisting of $4,600,000 of cash underwriting fees, $8,050,000 of deferred underwriting fees and $704,261
of other offering costs.

 For the period from June 14, 2024 (inception)
through December 31, 2024, net cash used in operating activities was $159,847. Net income of $443,117 was offset by interest earned
on marketable securities of $493,853, formation cost paid by Sponsor in exchange for issuance of Class B Ordinary Shares of $8,533 and
payment of formation costs through promissory note of $70,488. Changes in operating assets and liabilities, which used $188,132 of cash
from operating activities.

 At December 31, 2024, we had cash and
marketable securities held in the Trust Account of $231,643,853 (including approximately $493,853 of interest income and net of unrealized
losses). We intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned
on the Trust Account, which interest shall be net of taxes payable and excluding deferred underwriting commissions, to complete our Business
Combination. We may withdraw interest from the Trust Account to pay taxes, if any. To the extent that our share capital or debt is used,
in whole or in part, as consideration to complete a Business Combination, the remaining proceeds held in the Trust Account will be used
as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

 At December 31, 2024, we had cash of
$1,383,392 held outside of the Trust Account. 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 fund working capital deficiencies
or finance transaction costs in connection with a 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. If we complete a Business Combination, we may repay such
loaned amounts out of the proceeds of the Trust Account released to us. In the event that a 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 $1.5 million of such Working Capital Loans may be converted into units of the post Business
Combination entity at a price of $10.00 per Unit. The units would be identical to the Private Placement Units.

 We do not believe we will need to raise
additional funds in order to meet the expenditures required for operating our business. However, if our estimate of the costs of identifying
a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary
to do so, we may have insufficient funds available to operate our business prior to our initial Business Combination. Moreover, we may
need to obtain additional financing either to complete our Business Combination or because we become obligated to redeem a significant
number of our public shares upon completion of our Business Combination, in which case we may issue additional securities or incur debt
in connection with such Business Combination.

 Off-Balance Sheet Financing Arrangements

 We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of December 31, 2024. We do not participate in transactions that create relationships
with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established
for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements,
established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

 Contractual Obligations

 We do not have any long-term debt, capital
lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay to pay the Chairman and Chief
Executive Officer and the President and Chief Financial Officer, a total of up to $20,000 per month for their services as executive officers
and directors of the Company. No payments have been incurred or are due under this arrangement as of December 31, 2024.

 The underwriters are entitled to a deferred
underwriting fee of $0.35 per Unit, or $8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the
amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting
agreement.

 Critical Accounting Estimates

 The preparation of 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 policies.

 Class A Ordinary Shares Subject to Possible Redemption

 The Public Shares contain a redemption feature
which allows for the redemption of such Public Shares in connection with the Company's liquidation, or if there is a shareholder
vote or tender offer in connection with the Company's initial Business Combination. In accordance with ASC 480-10-S99, the Company
classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control
of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable
shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering,
the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares
will result in charges against additional paid-in capital (to the extent available) and accumulated deficit.

 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. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal
years beginning after December 15, 2024, with early adoption permitted.

 Management does not believe that any other recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our financial statements.

 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

 This information appears following Item 15 of this Annual Report and
is included herein by reference.

 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 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.

 As required by Rules 13a-15
and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as of December 31, 2024. Based upon their evaluation, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Exchange Act) were effective, Accordingly, management believes that the financial statements included in this
Annual Report present fairly in all material respects our financial position, results of operations and cash flows for the period presented.

 Management's Report on Internal Controls
Over Financial Reporting

 This Annual Report on Form 10-K does not include
a report of management's assessment regarding internal control over financial reporting or an attestation report of our independent
registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

 Changes in Internal Control over Financial Reporting

 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.

 During the three months ended December 31,
2024, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule
10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Not applicable.

 Item 10. Directors, Executive Officers and Corporate Governance.

 Directors and Executive Officers

 Our directors and executive officers are as
follows:

 Name

 Age

 Title

 Chief Executive Officer and Chairman of the Board

 Douglas Horlick

 Chief Financial Officer, President and Director

 Jeffrey T. Lager

 Independent Director

 Independent Director

 Jaime W. Vieser

 Independent Director

 Paul Grinberg our Executive Chairman
and Chief Executive Officer of our board of directors has over 20 years of experience as a Director, Chairman, President or Chief
Financial Officer of several NASDAQ and NYSE companies and more than 40 years of experience spanning mergers and acquisitions, capital
raising and financial management. He currently serves as the Chairman of Axos Financial, Inc., a nationwide, digital-first bank that
provides consumer and business banking products through its low-cost distribution channels and affinity partner. He has served as
a director of Axos Financial, Inc. since April 2004 and as the Chairman of its board of directors since February 2017. He played
an important role in taking the company public and growing earnings from $2 million to $450 million from 2004 to 2024. Since
July 2020, Mr. Grinberg has served on the advisory council of DEVA Capital, an affiliate of Banco Santander, as an alternative
investor, specializing in credit across Europe and Latin America. From August 2019 to April 2024, Mr. Grinberg has served
as a senior advisor at Flexpoint Ford LLC, a private equity investment firm specializing in the financial services and healthcare industries.
From November 2020 to February 2024, Mr. Grinberg served as Chairman of Social Leverage Acquisition Corp I (NYSE: SLAC),
a special purpose acquisition company formed to effect a business combination with one or more businesses. From July 2018 to December 2022,
Mr. Grinberg served as a senior advisor at Blenheim Chalcot, one of the UK's largest venture builders. Mr. Grinberg provides
advisory services to private equity, credit funds and venture capital firms and their related businesses with a focus on financial services
and financial technology. He also serves as a director to several credit funds and private companies. Prior to Axos, Mr. Grinberg
served as President, Executive Vice President and Chief Financial Officer of Encore Capital Group and Chief Financial Officer of Telespectrum
Worldwide, Inc. Mr. Grinberg also served as partner and a senior member of the M&A services group at Deloitte, where he was employed
for 14 years. During his tenure at Deloitte and in his capacity as an executive at various public and private companies, he worked
on dozens of transactions including IPOs, acquisitions and debt offerings and in his capacity as an executive at various companies, was
responsible for raising more than $10 billion across the capital markets. He graduated from Columbia Business School with a Master
of Business Administration degree and from Yeshiva University with a Bachelor of Arts degree in accounting.

 Douglas Horlick our
Chief Financial Officer, President and Director has worked as an investment banker at BCW Securities LLC since May 2020. Mr. Horlick
is also the founder of Estancia LLC, a strategy and advisory consulting firm based in Arizona established in 2015. Leveraging his industry
expertise, he works closely with C-suite executives on both strategy and global sales initiatives. He has over 20 years of
experience in the securities industry, specifically within sales and trading. From November 2020 to February 2024, Mr. Horlick
served as President and Chief Operating Officer of Social Leverage Acquisition Corp I (NYSE: SLAC), a special purpose acquisition
company formed to effect a business combination with one or more businesses. Prior to Estancia LLC, Mr. Horlick held senior securities
positions at Goldman Sachs (Managing Director, Securities Division, from 2009 to 2014), Bank of America (Managing Director, Securities
Division, from 2005 to 2009) and Citigroup (Vice President, Securities Division, from 2002 to 2005). In these roles, Mr. Horlick's
responsibilities all within the Foreign Exchange Division included Managing Director in charge of Foreign Exchange Global Client Coverage,
Global Prime Brokerage, Institutional Sales in the Americas, Consumer Sales and Hedge Fund Sales. He graduated from the University of
Michigan with a degree in Organizational Studies.

 Jeffrey T. Lager has over 28 years
of public equity investment experience. He retired this year as a Partner after over 27 years with Capital Group, investment manager
of the American Funds. At Capital Group, Mr. Lager recently served as the Principal Investment Officer, Co-President, and a Portfolio
Manager of the $200 billion American Balanced Fund, Senior Vice-President and a Portfolio Manager of the $175 billion Washington
Mutual Investors Fund, and a portfolio manager of the $25 billion American Funds Insurance Series Asset Allocation Fund. Mr. Lager
also served over two decades as an American Funds proxy coordinator and proxy voter, during which time he developed corporate governance
expertise by writing proxy guidelines, working in close partnership with public company management and boards, and voting upon thousands
of proxy proposals. Earlier in his career at Capital Group, he served as an equity investment analyst covering U.S. environmental
services, IT & business services, technology hardware and supply chain, and IT outsourcing and transaction processing companies.
Previously, Mr. Lager worked as a manager of investment analysis at Medical Portfolio Management in Cambridge, Massachusetts, and
an associate at the Boston Consulting Group in Boston. He holds an MBA from the Stanford Graduate School of Business, where he was an
Arjay Miller Scholar, as well as a master's degree in sociology and a bachelor's degree with distinction in decision analysis
from Stanford University. Mr. Lager also holds the Chartered Financial Analyst designation.

 Michael Marquez has over 29 years
of experience operating, investing, acquiring and advising throughout the high-tech sector. He is a co-founder of Code Advisors
LLC, a technology and media-focused boutique investment bank headquartered in San Francisco, California established in 2010 and acquired
by the Raine Group in 2023, where Mr. Marquez is a Special Advisor. Code Advisors has completed a multitude of M&A transactions
and financings including late-stage growth equity financings in Spotify and Twitter, IPO processes for Twitter, Angie's List
and Survey Monkey, and the sale of Supercell to SoftBank, Buddy Media to Salesforce and Playtika to Giant. Mr. Marquez is also the
co-founder of Morado Ventures, an early-stage venture capital fund established in 2010 that is focused on artificial intelligence,
data infrastructure, robotics & autonomy, computer vision and health. Mr. Marquez has served as Morado Ventures' general
partner since inception. During his career, Mr. Marquez has made more than 140 direct investments and built a broad network across
technology company executives, entrepreneurs, founders and corporate development groups throughout the world and an extensive network
in each stage of the venture capital industry. Mr. Marquez has invested in and advised on venture exits to a large number of sophisticated
acquirers including sales to Adobe, Amazon, Apple, Comcast, Twitter, Citrix, US Bank, First Data, Facebook, Google, Samsung, Salesforce,
Roche, Intel, Walmart, Rakuten, eBay, IBM, Intuit, Microsoft and McDonald's and has led the acquisitions of numerous companies through
his roles in the corporate development groups at Yahoo! and CBS, including the $1.8 billion acquisition of CNET. He graduated
with a Master of Business Administration degree from the University of North Carolina at Chapel Hill and a Bachelor of Science degree
in Managerial Economics from the University of California at Davis.

 Jaime W. Vieser has over 30 years
of experience investing across high yield, distressed debt, private equity and venture capital. Mr. Vieser's experience includes
his involvement in numerous successful corporate restructurings and recapitalizations in Europe and the US. Mr. Vieser helped
found and was Co-Managing Partner of Castle Hill Asset Management LLC ("Castle Hill"), a multi-billion dollar asset
manager and hedge fund. Prior to founding Castle Hill, for 9 years Mr. Vieser was responsible for the European High Yield Sales
and Trading Group in London at Deutsche Bank AG, a multinational investment bank and financial services company. Earlier in his career,
Mr. Vieser worked as a banker in the Leveraged Finance division of Bankers Trust Company, a bank holding company that was acquired
by Deutsche Bank AG in 1999. Mr. Vieser holds a Bachelor's degree in Economics from the University of Michigan and a Master's
in Business Administration from the Cox School of Business at Southern Methodist University.

 Number and Terms of Office of Officers and Directors

 Our board of directors consists
of five members. Our board of directors is divided into three classes, with only one class of directors being elected in each year, and
with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The
term of office of the first class of directors, consisting of Jeffrey J. Lager and Michael Marquez, will expire at our first annual meeting
of stockholders. The term of office of the second class of directors, consisting of Jaime W. Vieser and Douglas Horlick, will expire at
our second annual meeting of stockholders. The term of office of the third class of directors, consisting of Paul Grinberg, will expire
at our third annual meeting of stockholders.

 Approval of our initial business combination will
require the affirmative vote of a majority of our board directors, which must include a majority of our independent directors. Subject
to any other special rights applicable to the shareholders, prior to our initial business combination, any vacancies on our board of directors
may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors. 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 persons to the offices set forth in our amended and restated memorandum and
articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provides that our officers
may consist of a Chairman of the Board, a Chief Executive Officer, a President, a Chief Operating Officer, a Chief Financial Officer,
Vice Presidents, a Secretary, Assistant Secretaries, a Treasurer and such other offices as may be determined by the board of directors.

 Director Independence

 The Nasdaq listing rules 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 that, 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). Our board has determined
that each of Messrs. Jaime W. Vieser, Michael Marquez and Jeffrey T. Lager is an independent director under applicable SEC and
Nasdaq rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

 Executive Officer and Director Compensation

 Our sponsor transferred an
aggregate of 50,000 of its founder shares, or 25,000 each to Jeffrey T. Lager and Michael Marquez, two of our independent directors,
at the closing of the initial public offering. Paul Grinberg, Douglas Horlick and Jaime W. Vieser own membership interests in our sponsor
which paid a nominal aggregate purchase price of $25,000 for the founder shares, or approximately $0.003 per share. Each purchased private
units through the sponsor, that, along with the right to receive founder shares through their membership interests in the sponsor, resulted
in our public shareholders incurring immediate and substantial dilution upon the closing of the initial public offering. Further, the
Class A Ordinary Shares issuable in connection with the conversion of the founder shares may result in material dilution to our public
shareholders due to the anti-dilution rights of our founder shares that may result in an issuance of Class A Ordinary Shares on
a greater than one-to-one basis upon conversion. We may pay Paul Grinberg, our Chairman and Chief Executive Officer and Douglas
Horlick, our President Chief Financial Officer, an aggregate of up to $20,000 per month for their services as executive officers and
directors of the Company. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly
fees, if any. Except for Mr. Grinberg and Mr. Horlick, none of our directors or officers have received any cash compensation
for services rendered to us. No cash finder's fee, reimbursement, consulting fee or monies in respect of any payment of a loan,
will be paid by us to our sponsor, officers and directors, or any affiliate of theirs, for services rendered prior to, or for any services
rendered in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).
However, these individuals will be entitled to certain payments including, but not limited to, reimbursement 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. Additionally, these individuals will be eligible to receive a transfer or reallocation of founder shares
for any extraordinary services rendered in order to identify or effectuate the consummation of our initial business combination. 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 using funds held outside the trust account. Other than quarterly
audit committee review of such payments, we do not expect to have any additional controls in place governing our reimbursement payments
to our directors and executive officers for their out-of-pocket expenses incurred in connection with identifying and consummating
an 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 tender offer materials
or proxy solicitation 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. Subject to phase-in rules, the
Nasdaq listing rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised
solely of independent directors, and Nasdaq listing rules require that the compensation committee and the nominating and corporate governance
committee of a listed company be comprised solely of independent directors. Each committee operates under a charter that has been approved
by our board of directors and has the composition and responsibilities described below.

 Audit Committee

 We have established an audit committee of the board
of directors. The initial members of our audit committee are Jaime W. Vieser, Michael Marquez and Jeffrey T. Lager, each of
whom meet the independent director standard under Nasdaq listing standards and under Rule 10-A-3(b)(1) of the Exchange Act.
Mr. Michael Marquez will serve as chairperson of the audit committee.

 Each member of the audit committee is financially
literate and our board of directors has determined that each of Jaime W. Vieser, Michael Marquez and Jeffrey T. Lager 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
details 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 auditor's qualifications
and independence, and (4) the performance of our internal audit function and independent auditors; the appointment, compensation,
retention, replacement, and oversight of the work of the independent auditors 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 auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies
and procedures; reviewing and discussing with the independent auditors all relationships the auditors have 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 auditors describing (1) the
independent auditor's internal quality-control procedures and (2) any material issues raised by the most recent internal
quality-control review, or peer review, of the audit 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 auditor, including reviewing our specific disclosures
under " 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 auditors, 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 Financial Accounting Standards Board, the SEC
or other regulatory authorities.

 Compensation Committee

 We have established a compensation committee of
the board of directors. The initial members of our compensation committee are Jaime W. Vieser, Michael Marquez and Jeffrey T. Lager.
Under the Nasdaq listing standards and applicable SEC rules, we are required to have at least two members of the compensation committee,
all of whom must be independent. Jaime W. Vieser, Michael Marquez and Jeffrey T. Lager are independent and Mr. Jaime W. Vieser
chairs the compensation committee.

 We have adopted a compensation committee charter,
which details 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 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.

 We may pay Paul Grinberg, our Chairman and Chief
Executive Officer and Douglas Horlick, our President Chief Financial Officer, an aggregate of up to $20,000 per month for their services
as executive officers and directors of the Company. Other than the compensation described above, no other 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 Nasdaq and the SEC.

 Nominating and Corporate Governance Committee

 We have established a nominating and corporate governance
committee of the board of directors. The members of our nominating and corporate governance are Jaime W. Vieser, Michael Marquez
and Jeffrey T. Lager and Mr. Jeffrey T. Lager serves as chair of the nominating and corporate governance committee.

 We have adopted a nominating and corporate governance
committee charter, which details 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 of shareholders 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.

 Code of Ethics

 We have adopted a Code of Ethics applicable to our
directors, officers and employees. We have filed a copy of our Code of Ethics with the SEC. You may 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 Ethics and the charters
of the committees of our board of directors will be provided without charge upon request from us. If we make any amendments to our Code
of 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 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 or Nasdaq 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 this
Form 10-K 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.

 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.

 Our officers and directors presently and 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
provides 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.

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

 Individual

 Entity

 Entity's Business

 Affiliation/Title

 Axos Financial

 Banking

 Chairman

 PG Mountain Capital

 Consulting

 President

 Douglas Horlick

 Estancia Consulting

 Consulting

 Founder

 Jeffrey T. Lager

 Morado Ventures

 Venture Capital

 Co-Founder/General Partner

 E12 Ventures

 Venture Capital

 Co-Founder/General Partner

 Jaime W. Vieser

 Brushwood LLC

 Investments

 Manager

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

 Our executive 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 executive officers is engaged in several other business endeavors
for which he may be entitled to substantial compensation, and our executive officers are not obligated to contribute any specific number
of hours per week to our affairs.

 Our initial shareholders purchased founder shares and private
units. Our initial shareholders have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights
with respect to their founder shares and any public shares they hold in connection with the completion of our initial business combination
or an earlier redemption in connection with the commencement of procedures to consummate the initial business combination if we determine
it is desirable to facilitate the completion of the initial business combination. The other members of our management team have entered
into agreements similar to the one entered into by our initial shareholders with respect to any public shares acquired by them in or
after this offering. Additionally, our initial shareholders 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
or any extended period of time that we may have to consummate an initial business combination as a result of an amendment to our amended
and restated memorandum and articles of association, although they will be entitled to liquidating distributions from assets outside
the trust account. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale
of the private units held in the trust account will be used to fund the redemption of our public shares, and the private units will be
worthless.

 Additionally, our initial shareholders 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 on which we complete
a liquidation, merger, share exchange or other similar transaction after our initial business combination that results in all of our
shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property; except to certain
permitted transferees and under certain circumstances. Any permitted transferees will be subject to the same restrictions and other agreements
of our initial shareholders with respect to any founder shares. We refer to such transfer restrictions as the lock-up. Notwithstanding
the foregoing, if (1) 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 or (2) if we consummate a transaction
after our initial business combination which results in our shareholders having the right to exchange their shares for cash, securities
or other property, the founder shares will be released from the lock-up. Because each of our executive officers and directors will own
ordinary shares or rights 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.

 In the event our sponsor or an affiliate of sponsor or certain
of our officers and directors provides loans to us to finance transaction costs and/or incur expenses on our behalf in connection with
an initial business combination, such persons 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 as such loans may not be repaid and/or such expenses
may not be reimbursed unless we consummate such 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 or
directors or completing the business combination through a joint venture or other form of shared ownership with our sponsor,
officers or directors. In the event we seek to complete our initial business combination with a business combination target that is
affiliated with our sponsor, executive officers or directors, we, or a committee of independent directors, would obtain an opinion
from an independent investment banking which is a member of FINRA or a valuation or appraisal firm, that such initial business
combination is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other
context. 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, commencing on the date our securities
are first listed on Nasdaq, we will also pay our sponsor (and/or its affiliates or designees) an aggregate of up to $20,000 per
month for office space, secretarial and administrative services provided to members of our management team.

 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 initial shareholders have agreed to vote their founder shares, and they and the
other members of our management team have agreed to vote any founder shares they hold 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
provides 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 have purchased 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.

 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.

 Executive Officer and Director Compensation

 None
of our executive officers or directors have received any cash compensation for services rendered to us. Until the earlier of consummation
of our initial business combination and our liquidation, beginning on the closing date of our initial public offering, we had agreed to
pay to pay the Chairman and Chief Executive Officer and the President and Chief Financial Officer, a total of up to $20,000 per month
for their services as executive officers and directors of the Company. No expenses have been incurred or are due under this arrangement
as of December 31, 2024. Our executive 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,
directors or their affiliates.

 After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid
consulting, management or other fees from the combined company. All of these fees will be fully disclosed to stockholders, to the
extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a
proposed business combination. It is unlikely the amount of such compensation will be known at the time, because the directors of
the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to
be paid to our executive officers will be determined by a compensation committee constituted solely by independent 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 executive officers and directors may negotiate employment
or consulting arrangements to remain with us after the 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 executive officers and directors that provide for benefits upon termination of employment.

 Compensation Committee Interlocks and Insider
Participation

 None
of our executive officers currently serves, and in the past year has not served, as a member of the board of directors or compensation
committee of any entity that has one or more executive officers serving on our board of directors.

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

 We have no compensation
plans under which equity securities are authorized for issuance.

 The following table sets
forth information regarding the beneficial ownership of our common stock as of the date of this annual report, by:

 each person known by us to
be the beneficial owner of more than 5% of our outstanding shares of common stock;

 each of our executive officers
and directors; and

 all our executive officers
and directors as a group.

 As of the date of this
annual report, we had 23,805,000 shares of Class A common stock and 7,187,500 shares of Class B common stock, issued and outstanding.

 Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock 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 the date of this annual report.

 Class A Common Stock

 Class B Common Stock

 Name and Address of Beneficial Owner (1)

 Beneficially
 Owned

 Approximate
 Percentage
 of Issued and
 Outstanding Class A Common Stock

 Beneficially
 Owned

 Approximate
 Percentage
 of Issued and
 Outstanding Class B
 Common Stock

 Mountain Lake Acquisition Sponsor LLC (2)

 —

 2.18
 %

 7,137,500
 (2)

 99.3
 %

 Paul Grinberg (2)

 —

 —
 %

 7,137,500
 (2)

 99.3
 %

 Douglas Horlick (2)

 —

 —
 %

 7,137,500
 (2)

 99.3
 %

 Jaime W. Vieser (3)

 —

 —
 %

 —

 —

 —

 —
 %

 25,000

 *

 Jeffrey T. Lager

 —

 —
 %

 25,000

 *

 Other 5% Beneficial Owners

 Magnetar Financial LLC (4)

 7.98
 %

 1,900,000

 —
 %

 Polar Asset Management Partners Inc. (5)

 7.9
 %

 1,880,000

 —
 %

 AQR Capital Management, LLC (6)

 8.32
 %

 1,980,000

 —
 %

 All directors and officers as a group (5 individuals)

 —

 2.18
 %

 7,187,500

 %

 *
 Less than one percent.

 (1)
 Unless otherwise noted, the
business address of each of our stockholders is c/o 930 Tahoe Blvd STE 802 PMB 45 Incline Village, NV 89451.

 (2)
 Represents shares held by our
sponsor. Each of Mr. Grinberg, Mr. Horlick and Mr. Vieser are members of our sponsor. The shares held by our sponsor are beneficially
owned by Mr. Grinberg, our Chief Executive Officer, and Mr. Horlick, our Chief Financial Officer, each managing members of our sponsor,
who have voting and dispositive power over the shares held by our sponsor.

 (3)
 Does not include any shares
held by our sponsor. This individual is a member of our sponsor, as described in footnote 2.

 (4)
 Based
 solely upon the Schedule 13G filed by Magnetar Financial LLC, Magnetar Capital Partners LP,
 Supernova Management LLC and David J. Snyderman on January 29, 2025.

 (5)
 Based
solely upon the Schedule 13G filed by Polar Asset Management Partners Inc. on February 14, 2025.

 (6)
 Based
solely upon the Schedule 13G filed by AQR Capital Management, LLC, AQR Capital Management Holdings, LLC and AQR Arbitrage, LLC on February
14, 2025.

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

 On June 27, 2024, the Sponsor
made a capital contribution of $25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Class
B ordinary (the "Founder Shares"). Subsequently, on December 12, 2024, the Company, through a share capitalization, issued
an additional 359,375 Founder Shares to the Sponsor, resulting in an aggregate of 7,546,875 Founder Shares issued and outstanding. The
holders of the Founder Shares agreed to forfeit and cancel up to an aggregate of 984,375 Founder Shares, on a pro rata basis, to the extent
that the option to purchase additional Units is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent
that the option to purchase additional Units is not exercised in full by the underwriters so that the Founder Shares will represent approximately
23.2% of all of the Company's issued and outstanding shares after the Initial Public Offering. On December 16, 2024, the underwriters
partially exercised their over-allotment option as part of the closing of the Initial Public Offering and forfeited their option to exercise
the remaining over-allotment option. As such, 359,375 Founder Shares were forfeited.

 There will be no redemption
rights or liquidating distributions form the trust accounts with respect to the founder shares or rights, which will expire worthless
if we do not consummate a business combination within the prescribed time period.

 As more fully discussed in
"Part III, Item 10—Directors, Executive Officers and Corporate Governance—Conflicts of Interest," if any of our
officers or directors becomes aware of a business combination opportunity that falls within the line of business of any entity to which
he or she has then-current fiduciary or contractual obligations, he or she may be required to present such business combination opportunity
to such entity prior to presenting such business combination opportunity to us. Our officers and directors currently have certain relevant
fiduciary duties or contractual obligations that may take priority over their duties to us.

 We may pay Paul Grinberg,
our Chairman and Chief Executive Officer and Douglas Horlick, our President Chief Financial Officer, an aggregate of up to $20,000 per
month for their services as executive officers and directors of the Company. Upon completion of our initial business combination or our
liquidation, we will cease paying these monthly fees, if any.

 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 reviews on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or any of
their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the
reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

 In addition, in order to finance
transaction costs in connection with an initial business combination, our sponsor, members of the Company's founding team or any
of their affiliates may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans"). If
we complete a business combination, we 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 an initial
business combination does not close, we 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 an initial business combination, without interest, or, at the lender's discretion, up to $1.5 million
of such Working Capital Loans may be converted into units of the post business combination entity at a price of $10.00 per Unit. The units
would be identical to the private placement units issued in a private placement consummated simultaneously with the closing of our initial
public offering. 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 16, 2024, the Company had no borrowings under the Working Capital Loans.

 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 tender offer materials
or proxy solicitation 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.

 Upon
the closing of our initial public offering, we entered into a registration rights agreement with respect to the founder shares, Class
A Ordinary Shares underlying the private placement units and Class A Ordinary Shares
 underlying units issued upon conversion of working capital loans (if any).

 Item 14. Principal Accountant Fees and
Services.

 The firm of WithumSmith+Brown, PC, or Withum,
acts as our independent registered public accounting firm. The following is a summary of fees paid to Withum for services rendered.

 Audit Fees. During the period from June
14, 2024 (inception) through December 31, 2024, fees for our independent registered public accounting firm were approximately $66,560
for the services Withum performed in connection with our Initial Public Offering and the audit of our December 31, 2024 financial statements
included in this Annual Report on Form 10-K.

 Audit-Related Fees. During the period from
June 14, 2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render assurance and related
services related to the performance of the audit or review of financial statements.

 Tax Fees. During the period from June 14,
2024 (inception) through December 31, 2024, our independent registered public accounting firm did not render services to us for tax compliance,
tax advice and tax planning.

 All Other Fees. During the period from
June 14, 2024 (inception) through December 31, 2024, there were no fees billed for products and services provided by our independent registered
public accounting firm other than those set forth above.

 Pre-Approval Policy

 Our audit committee was formed upon the consummation
of our Initial Public Offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services
rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee,
and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be
performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described
in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

 Item 15. Exhibits, Financial Statement
Schedules

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

 (1)
 Financial Statements: See "Index
to Financial Statements" in the accompanying financial statements.

 (2)
 Financial Statement Schedules:
All schedules are omitted for the reason that the information is included in the financial statements or the notes thereto or that they
are not required or are not applicable.

 (3)
 Exhibits: The following exhibits
are filed with this report. Exhibits which are incorporated herein by reference can be obtained from the SEC's website at sec.gov.

 Exhibit

 Number

 Description

 1.1

 Underwriting
 Agreement, dated December 12, 2024, by and between the Company and BTIG, LLC (incorporated by reference to Exhibit 1.1 of the Company's
 Current Report on Form 8-K filed on December 16, 2024)

 3.1

 Second
 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 of the Company's Current
 Report on Form 8-K filed on December 16, 2024)

 4.1

 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 of the Company's Registration Statement on Form S-1 (File No. 333-281410) initially filed on August 8, 2024)

 4.2

 Specimen
 Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 of the Company's Registration Statement
 on Form S-1 (File No. 333-281410) initially filed on August 8, 2024)

 4.3

 Specimen Right Certificate (incorporated by reference to Exhibit 4.3 of the Company's Registration Statement on Form S-1 (File No. 333-281410) initially filed on August 8, 2024)

 4.4

 Rights
 Agreement, dated December 12, 2024, by and between the Company and Continental Stock Transfer & Trust Company (incorporated by
 reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed on December 16, 2024)

 4.5*

 Description of the Company's securities

 10.1

 Letter
 Agreement, dated December 12, 2024, among the Company, the Sponsor and the Company's Officers and Directors (incorporated by
 reference from Exhibit 10.1 of the Company's Current Report on Form 8-K filed on December 16, 2024)

 10.2

 Investment Management Trust Agreement, dated December 12, 2024, by and between Continental Stock Transfer & Trust Company and the Company (incorporated by reference from Exhibit 10.2 of the Company's Current Report on Form 8-K filed on December 16, 2024)

 10.3

 Registration Rights Agreement, dated December 12, 2024, by and among the Company, BTIG, LLC and the Initial Shareholders (incorporated by reference from Exhibit 10.3 of the Company's Current Report on Form 8-K filed on December 16, 2024)

 10.4

 Sponsor Private Unit Subscription Agreement, dated December 12, 2024, by and between the Company and the Sponsor (incorporated by reference from Exhibit 10.4 of the Company's Current Report on Form 8-K filed on December 16, 2024)

 10.5

 Representative Private Unit Subscription Agreement, dated December 12, 2024, by and between the Company and BTIG, LLC (incorporated by reference from Exhibit 10.5 of the Company's Current Report on Form 8-K filed on December 16, 2024)

 10.6

 Indemnity Agreements, dated December 12, 2024, by and among the Company and each of the Company's officers and directors (incorporated by reference from Exhibit 10.6 of the Company's Current Report on Form 8-K filed on December 16, 2024)

 19*

 Mountain Lake Acquisition Company Insider Trading Policy

 24*

 Power of Attorney (included on signature page of this annual report)

 31.1*

 Certification of Principal Executive Officer pursuant
 to 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

 31.2*

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

 97*

 Mountain Lake Acquisition Company Clawback Policy

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 104*

 *
 Filed herewith.

 **
 Furnished

 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 inspected and copied at
the public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such
material can also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at
prescribed rates or on the SEC website at www.sec.gov.

 Item 16. Form 10-K Summary.

 None.

 SIGNATURES

 Pursuant to the requirements of the Section 13
or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this annual report to be signed on its behalf
by the undersigned, thereunto duly authorized.

 Dated: March 19, 2025

 By:

 /s/ Paul Grinberg

 Name:

 Title:

 Chief Executive Officer

 POWERS OF ATTORNEY

 KNOW ALL BY THESE PRESENTS,
that each of the undersigned constitutes and appoints each of Paul Grinberg and Douglas Horlick, each acting alone, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for such person and in his or her name, place
and stead, in any and all capacities, to sign this annual report on Form 10-K (including amendments thereto), and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
that any such attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, this annual report has been signed below by the following persons in the capacities and on the dates
indicated.

 Name

 Position

 Date

 /s/ Paul Grinberg

 Chief Executive Officer and Director

 (Principal executive officer)

 /s/ Douglas Horlick

 Chief Financial Officer

 Douglas Horlick

 (Principal financial and accounting officer)

 /s/ Jeffrey T. Lager

 Director

 Jeffrey T. Lager

 /s/ Michael Marquez

 Director

 /s/ Jaime W. Vieser

 Director

 Jaime W. Vieser

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm

 Balance Sheet

 Statement of Operations

 Statement of Changes in Shareholders' Deficit

 Statement of Cash Flows

 Notes to Financial Statements

 F-7 to F-16

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Shareholders and the Board of Directors
of
 Mountain Lake Acquisition Corp.:

 Opinion on the Financial Statements

 We have audited the accompanying balance sheet of Mountain Lake Acquisition
Corp. (the "Company") as of December 31, 2024, the related statements of operations, changes in shareholders' deficit
and cash flows for the period from June 14, 2024 (inception) through December 31, 2024, 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 as of December 31, 2024 and the results of its operations and its cash flows for the period from June 14, 2024
(inception) through December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

 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 audit. 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 audit 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 audit, 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 entity's internal control over financial
reporting. Accordingly, we express no such opinion.

 Our audit 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 audit 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 audit provides a reasonable basis for our opinion.

 /s/ WithumSmith+Brown, PC

 We have served as the Company's auditor
since 2024.

 New York, New York

 PCAOB Number

 F- 2

 BALANCE SHEET

 DECEMBER 31, 2024

 ASSETS

 Current assets

 Cash

 $
 1,383,392

 Prepaid expenses

 23,669

 Prepaid insurance

 92,500

 Total Current Assets

 1,499,561

 Long-term prepaid insurance

 87,776

 Cash and marketable securities held in Trust Account

 231,643,853

 TOTAL ASSETS

 $
 233,231,190

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

 Current liabilities

 Accounts payable and accrued expenses

 $
 7,401

 Accrued offering costs

 6,750

 Due to Sponsor

 3,183

 Total Current Liabilities

 17,334

 Deferred underwriting fee payable

 8,050,000

 Total Liabilities

 8,067,334

 Commitments and Contingencies

 Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of approximately $ 10.07 per share

 231,643,853

 Shareholders' Deficit

 Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued or outstanding

 —

 Class A ordinary shares, $ 0.0001 par value; 445,000,000 shares authorized; 805,000 issued and outstanding (excluding 23,000,000 shares subject to possible redemption)

 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 7,187,500 shares issued and outstanding

 Additional paid-in capital

 —

 Accumulated deficit

 ( 6,480,797
)

 Total Shareholders' Deficit

 ( 6,479,997
)

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

 $
 233,231,190

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

 F- 3

 STATEMENT OF OPERATIONS

 FOR THE PERIOD FROM JUNE 14, 2024 (INCEPTION)
THROUGH DECEMBER 31, 2024

 Formation and operational costs

 $
 50,736

 Loss from operations

 ( 50,736
)

 Other income:

 Interest earned on marketable securities held in Trust Account

 493,853

 Total other income

 493,853

 Net income

 $
 443,117

 Weighted average shares outstanding of Class A ordinary shares

 1,785,375

 Basic net income per ordinary share, Class A ordinary shares

 $
 0.06

 Weighted average shares outstanding of Class A ordinary shares

 1,785,375

 Diluted net income per ordinary share, Class A ordinary shares

 $
 0.05

 Weighted average shares outstanding of Class B ordinary shares

 6,182,813

 Basic net income per ordinary share, Class B ordinary shares

 $
 0.06

 Weighted average shares outstanding of Class B ordinary shares

 6,720,313

 Diluted net income per ordinary share, Class B ordinary shares

 $
 0.05

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

 F- 4

 STATEMENT OF CHANGES IN SHAREHOLDERS'
DEFICIT

 FOR THE PERIOD FROM JUNE 14, 2024 (INCEPTION)
THROUGH DECEMBER 31, 2024

 Class A
 Ordinary Shares

 Class B
 Ordinary Shares

 Additional
 Paid-in

 Accumulated

 Total
 Shareholder'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance — June 14, 2024 (inception)

 —

 $
 —

 —

 $
 —

 $
 —

 $
 —

 $
 —

 Issuance of Founder shares to the Sponsor (1)

 —

 —

 7,546,875

 24,245

 —

 25,000

 Sale of Private Placement Units

 805,000

 —

 —

 8,049,919

 —

 8,050,000

 Fair value of rights included in Public units

 —

 —

 —

 —

 2,070,000

 —

 2,070,000

 Allocated value of transaction costs to Class A ordinary shares

 —

 —

 —

 —

 ( 143,790
)

 —

 ( 143,790
)

 Forfeiture of Founder Shares

 —

 —

 ( 359,375
)

 ( 36
)

 —

 —

 Accretion for Class A ordinary shares to redemption amount

 —

 —

 —

 —

 ( 10,000,410
)

 ( 6,923,914
)

 ( 16,924,324
)

 Net income

 —

 —

 —

 —

 —

 443,117

 443,117

 Balance — December 31, 2024

 805,000

 $

 7,187,500

 $

 $
 —

 $
 ( 6,480,797
)

 $
 ( 6,479,997
)

 (1)
 Included up to 984,375 shares
subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters (Note 5).

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

 F- 5

 STATEMENT OF CASH FLOWS

 FOR THE PERIOD FROM JUNE 14, 2024 (INCEPTION)
THROUGH DECEMBER 31, 2024

 Cash Flows from Operating Activities:

 Net income

 $
 443,117

 Adjustments to reconcile net income to net cash used in operating activities:

 Formation costs paid by Sponsor in exchange for issuance of Class B ordinary shares

 8,533

 Payment of operation costs through promissory note

 70,488

 Interest earned on marketable securities held in Trust Account

 ( 493,853
)

 Changes in operating assets and liabilities:

 Prepaid expenses

 ( 18,440
)

 Long-term prepaid insurance

 ( 87,776
)

 Prepaid insurance

 ( 92,500
)

 Accounts payable and accrued expenses

 7,401

 Due to Sponsor

 3,183

 Net cash used in operating activities

 ( 159,847
)

 Cash Flows from Investing Activities:

 Investment of cash in Trust Account

 ( 231,150,000
)

 Net cash used in investing activities

 ( 231,150,000
)

 Cash Flows from Financing Activities:

 Proceeds from sale of Units, net of underwriting discounts paid

 225,400,000

 Proceeds from sale of Private Placement Units

 8,050,000

 Repayment of promissory note - related party

 ( 249,828
)

 Payment of offering costs

 ( 506,933
)

 Net cash provided by financing activities

 232,693,239

 Net Change in Cash

 1,383,392

 Cash - Beginning of period

 —

 Cash - End of period

 $
 1,383,392

 Non-Cash Investing and Financing Activities:

 Offering costs included in accrued offering costs

 $
 6,750

 Prepaid services paid by Sponsor in exchange for issuance of Class B ordinary shares

 $
 25,000

 Offering costs paid through promissory note – related party

 $
 174,111

 Prepaid services contributed by Sponsor through promissory note - related party

 $
 5,229

 Offering costs paid through prepaid expenses

 $
 16,467

 Deferred underwriting fee payable

 $
 8,050,000

 Forfeiture of Founder Shares

 $

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

 F- 6

 NOTES

 NOTE 1 — DESCRIPTION OF ORGANIZATION AND
BUSINESS OPERATIONS

 Mountain Lake Acquisition Corp. (the "Company")
is a blank check company incorporated as a Cayman Islands exempted company on June 14, 2024. The Company was incorporated for the
purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with
one or more businesses that the Company has not yet identified ("Business Combination"). The Company may pursue an acquisition
opportunity in any industry or geographic location.

 As of December 31, 2024, the Company has not commenced
any operations. All activity for the period from June 14, 2024 (inception) through December 31, 2024, relates to the Company's formation
and the initial public offering ("Initial Public Offering"), which is described below. 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 interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal
year end.

 The registration statement for the Company's
Initial Public Offering was declared effective on December 12, 2024. On December 16, 2024, the Company consummated the Initial Public
Offering of 23,000,000 units (the "Units" and, with respect to the shares of Class A ordinary shares included in the Units
sold, the "Public Shares"), which includes the partial exercise by the underwriters of their over-allotment option in the
amount of 2,000,000 Units, at $ 10.00 per Unit, generating gross proceeds of $ 230,000,000, which is described in Note 3. Simultaneously
with the closing of the Initial Public Offering, the Company consummated the sale of 805,000 private placement units (each, a "Private
Placement Unit") at a price of $ 10.00 per Private Placement Unit in a private placement to Mountain Lake Acquisition Sponsor LLC,
a Delaware limited liability company ("Sponsor"), and BTIG, representative of the underwriters ("BTIG"), generating
gross proceeds of $ 8,050,000, which is described in Note 4.

 Transaction costs amounted to $ 13,354,261, consisting
of $ 4,600,000 of cash underwriting fee, $ 8,050,000 of deferred underwriting fee and $ 704,261 of other offering costs.

 The Company's management has broad
discretion with respect to the specific application of the net proceeds of its Initial Public Offering and the sale of Private Placement
Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.
The Company's initial Business Combination must be with one or more operating businesses or assets with a fair market value equal
to at least 80 % of the net assets held in the Trust Account (as defined below) (excluding any deferred underwriters fees and taxes payable
on the income earned on the Trust Account) at the time the Company signs a definitive agreement in connection with the initial Business
Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50 % or more
of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to
be required to register as an investment company under the Investment Company Act.

 Upon the closing of the Proposed Public Offering,
management has agreed that an amount equal to at least $ 10.05 per Unit sold in the Proposed Public Offering, including the proceeds of
the Private Placement Units, will be held in a trust account ("Trust Account") with Continental Stock Transfer &
Trust Company acting as trustee and 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, 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.

 Following the closing of the Initial Public Offering on December 16,
2024, an amount of $ 231,150,000 ($ 10.05 per Unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds from
the sale of the Private Placement Units, was placed in the Trust Account with Continental Stock Transfer & Trust Company acting as
trustee. The funds will be held in cash, including in demand deposit accounts at a bank, or 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, 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 its holders of the Public
Shares (the "Public Shareholders") with the opportunity to redeem, regardless of whether they abstain, vote for, or against,
a Business Combination, all or a portion of their Public Shares upon either (i) the completion of the initial Business Combination
or an earlier redemption in connection with the commencement of the consummation of the initial Business Combination if the Company determines
it is desirable to facilitate the completion of the initial Business Combination, (ii) the redemption of the Public Shares if the
Company is unable to complete the initial Business Combination within the Combination Period (as defined below), subject to applicable
law, or (iii) the redemption of the Public Shares properly submitted in connection with a shareholder vote to amend the Amended and
Restated Memorandum and Articles of Association (A) to modify the substance or timing of the 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 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.

 F- 7

 NOTES

 All of the Public Shares contain a redemption
feature which allows for the redemption of such Public Shares in connection with the liquidation, if there is a shareholder vote or tender
offer in connection with the initial Business Combination and in connection with certain amendments to the Amended and Restated Memorandum
and Articles of Association (the "Amended and Restated Memorandum and Articles of Association"). The Public Shares were recorded
at redemption value and classified as temporary equity at the completion of the Initial Public Offering, in accordance with Accounting
Standards Codification ("ASC") Topic 480, "Distinguishing Liabilities from Equity."

 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 holders of the Founder Shares prior to the Initial Public Offering (the "Initial
Shareholders") have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after
the Initial Public Offering 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. In addition,
the Company has agreed not to enter into a definitive agreement regarding an initial Business Combination without the prior consent of
the Sponsor.

 Notwithstanding the foregoing, the Company's
Amended and Restated Memorandum and 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 % or more of the Class A ordinary shares sold in the Initial Public Offering,
without the prior consent of the Company.

 The Sponsor, executive officers, and
directors have agreed, pursuant to a letter agreement, that they will not propose any amendment to the Amended and Restated Memorandum
and Articles of Association (A) to modify the substance or timing of the Company's obligation to redeem 100 % of the Public
Shares if the Company does not complete 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, unless the Company provides
the 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 (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares.

 If the Company is unable to complete a Business
Combination within 18 months from the closing of the Initial Public Offering or during any extended time that the Company has to consummate
a Business Combination beyond 18 months as a result of a shareholder vote to amend the Amended and Restated Memorandum and Articles of
Association (the "Combination Period"), the Company will, but not more than ten business days thereafter, redeem the
Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account (which interest shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution
expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders'
rights as shareholders (including the right to receive further liquidating distributions, if any) subject to the Company's obligations
under Cayman Islands law to provide for claims of creditors and in all cases subject to the other requirements of applicable law. In such
event, the rights will expire and be worthless.

 In connection with the redemption of 100 % of the
Company's outstanding Public Shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata
portion of the amount then in the Trust Account, plus any pro rata interest earned on the fund held in the Trust Account (which interest
shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses).

 The Initial Shareholders have agreed to
waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the
Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they
will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to
complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred
underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business
Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account
that will be available to fund the redemption of the Company's 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 $ 10.05 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor
has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products
sold to the Company, or a prospective target business with which the Company has 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) $ 10.05 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as
of the date of the liquidation of the Trust Account, if less than $ 10.05 per share due to reductions in the value of the trust
assets, less taxes payable; provided that such liability will not apply to any claims by a third party or prospective target
business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is
enforceable) nor will it apply to any claims under the Company's indemnity of the underwriters of the Initial Public Offering
against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities
Act"). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be
responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the
Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have vendors, service providers
(except 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.

 F- 8

 NOTES

 Liquidity and Capital Resources

 As of December 31, 2024, the Company had $ 1,383,392 in cash
and a working capital of $ 1,482,227. Further, the Company has incurred and expects to continue to incur significant costs in pursuit of
its financing and acquisition plans. There is no assurance that the Company's plans to raise capital will be successful. In connection
with the Company's assessment of going concern considerations in accordance with Accounting Standards Update ("ASU")
2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," as of December 31,
2024, the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the date of issuance
of these financial statements. The Company cannot ensure that its plans to raise capital or to consummate an initial Business Combination
will be successful.

 NOTE 2— SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

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

 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 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, reduced disclosure obligations regarding executive compensation
in its 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.

 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
an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging
growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised 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 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.

 Use of Estimates

 The preparation of the financial statement in conformity with U.S.
GAAP requires 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.

 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 statement, 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 $ 1,383,392 in cash
and no cash equivalents as of December 31, 2024.

 F- 9

 NOTES

 Cash
and Marketable Securities Held in Trust Account

 As of December 31, 2024, the assets held in the Trust Account, amounting to $ 231,643,853. The Company classifies its U.S. Treasury and equivalent securities as held to maturity in accordance with ASC Topic 320, "Investments - Debt and Equity Securities." Held-to-maturity securiti es are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. When the Company's investments held in the Trust Account are comprised of money market securities, the investments are classified as trading securities. Gains and losses resulting from the change in fair value of these securities are included in interest earned on marketable securities held in the Trust Account in the accompanying statement of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

 Class A Ordinary Shares Subject to Possible Redemption

 The Public Shares contain a redemption feature
which allows for the redemption of such Public Shares in connection with the Company's liquidation, or if there is a shareholder
vote or tender offer in connection with the Company's initial Business Combination. In accordance with ASC 480-10-S99, the Company
classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within the control
of the Company. The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of redeemable
shares to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering,
the Company recognized the accretion from initial book value to redemption value. The change in the carrying value of redeemable shares
will result in charges against additional paid-in capital (to the extent available) and accumulated deficit. Accordingly, as of December
31, 2024, Class A ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the
shareholders' deficit section of the Company's balance sheet.

 As of December 31, 2024, the Class A ordinary
shares subject to possible redemption reflected in the balance sheet are reconciled in the following table:

 Gross proceeds

 $
 230,000,000

 Less:

 Proceeds allocated to Public Share Rights

 ( 2,070,000
)

 Class A ordinary shares issuance costs

 ( 13,210,471
)

 Plus:

 Remeasurement of carrying value to redemption value

 16,924,324

 Class A ordinary shares subject to possible redemption, December 31, 2024

 $
 231,643,853

 Fair Value of Financial Instruments

 The fair value of the Company's assets and
liabilities, which qualify as financial instruments under ASC Topic 820, "Fair Value Measurement," approximates the carrying
amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

 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, defined as observable
inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 Level 2, defined as inputs
other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments
in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 Level 3, defined as unobservable
inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived
from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 In some circumstances, the inputs used to measure
fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is
categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

 F- 10

 NOTES

 Offering Costs

 The Company complies with the requirements
of the ASC 340-10-S99 and SEC Staff Accounting Bulletin Topic 5A, "Expenses of Offering." Offering costs consist principally
of professional and registration fees that are related to the Initial Public Offering. Financial Accounting Standards Board ("FASB")
ASC 470-20, "Debt with Conversion and Other Options," addresses the allocation of proceeds from the issuance of convertible
debt into its equity and debt components. The Company applies this guidance to allocate Initial Public Offering proceeds from the Units
between Class A ordinary shares and rights, using the residual method by allocating Initial Public Offering proceeds first to assigned
value of the rights and then to the Class A ordinary shares. Offering costs allocated to Public Shares were charged to temporary equity,
and offering costs allocated to share rights included in the Public and Private Placement Units were charged to shareholders' equity
(deficit) as the rights, after management's evaluation, were accounted for under equity treatment.

 Income Taxes

 The Company complies with the accounting
and reporting requirements of ASC Topic 740, "Income Taxes," which 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, there were no unrecognized tax benefits
and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in
significant payments, accruals or material deviation from its position.

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

 Net Income Per Ordinary Share

 The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, "Earnings Per Share." The Company has two classes of ordinary shares, which are referred
to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares.
This presentation assumes a business combination as the most likely outcome. Net income per ordinary share is calculated by dividing the
net income by the weighted average ordinary shares outstanding for the respective period.

 The calculation of diluted net income per ordinary share does not consider
the effect of the rights issued in connection with the Initial Public Offering and the Private Placement to purchase an aggregate of 7,666,667
Class A ordinary shares in the calculation of diluted income per ordinary share, because their exercise is contingent upon future events.
As a result, diluted net income per ordinary share is the same as basic net income per share ordinary for the period from June 14, 2024
(inception) through December 31, 2024. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per
ordinary share as the redemption value approximates fair value.

 The Company has considered the effect of Class
B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by
the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning
of the interim period to determine the dilutive impact of these shares.

 F- 11

 NOTES

 The following table presents a reconciliation of the numerator and
denominator used to compute basic and diluted net income per ordinary share for each class of ordinary shares:

 For the Period From June 14, 2024 (Inception) Through December 31, 2024

 Class A

 Class B

 Basic net income per share:

 Numerator:

 Allocation of net income

 $
 99,286

 $
 343,831

 Denominator:

 Weighted-average shares outstanding

 1,785,375

 6,182,813

 Basic net income per common stock

 $
 0.06

 $
 0.06

 Diluted net income per share:

 Numerator:

 Allocation of net income

 $
 93,012

 $
 350,105

 Denominator:

 Weighted-average shares outstanding

 1,785,375

 6,720,313

 Diluted net income per common stock

 $
 0.05

 $
 0.05

 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 Deposit Insurance Corporation coverage limit of $ 250,000. Any loss incurred or a lack of access to such funds could have a
significant adverse impact on the Company's financial condition, results of operations, and cash flows.

 Share Rights

 The Company accounts for the Public
and Private Placement Rights issued in connection with the Initial Public Offering and the private placement in accordance with the guidance
contained in FASB ASC Topic 815, "Derivatives and Hedging". Accordingly, the Company evaluated and classified the rights under
equity treatment at their assigned values.

 Recently Issued Accounting Standards

 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 decision maker ("CODM"),
as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. The ASU requires
that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment
profit or loss in assessing segment performance and deciding how to allocate resources. Public entities will be required to provide all
annual disclosures currently required by Topic 280 in interim periods, and entities with a single reportable segment are required
to provide all the disclosures required by the amendments in this ASU and existing segment disclosures in Topic 280. This ASU is
effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024,
with early adoption permitted.

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

 NOTE 3 — INITIAL PUBLIC OFFERING

 Pursuant to the Initial Public Offering,
on December 16, 2024, the Company sold 23,000,000 Units, which includes the partial exercise by the underwriters of their over-allotment
option in the amount of 2,000,000 Units, at a price of $ 10.00 per Unit. Each Unit consists of one Class A ordinary share and one right.
Each right entitles the holder thereof to receive one-tenth of one Class A ordinary share upon the consummation of an initial Business
Combination.

 NOTE 4 — PRIVATE PLACEMENT

 Simultaneously with the closing of
the Initial Public Offering, the Sponsor and BTIG purchased an aggregate of 805,000 Private Placement Units ( 495,000 Private
Placement Units purchased by the Sponsor and 310,000 Private Placement Units purchased by BTIG), at a price of $ 10.00 per Private
Placement Units from the Company in a private placement, generating gross proceeds of $ 8,050,000. A portion of the proceeds from the
sale of the Private Placement Units was added to the net proceeds from the Initial Public Offering 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
Units held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable
law). The Private Placement Units are identical to the units sold in the Initial Public Offering.

 F- 12

 NOTES

 NOTE 5 — RELATED PARTY TRANSACTIONS

 Founder Shares

 On June 27, 2024, the Sponsor made a capital
contribution of $ 25,000 to cover certain expenses on behalf of the Company in exchange for issuance of 7,187,500 Class B ordinary
(the "Founder Shares"). Subsequently, on December 12, 2024, the Company, through a share capitalization, issued an additional
 359,375 Founder Shares to the Sponsor, resulting in an aggregate of 7,546,875 Founder Shares issued and outstanding. The holders of the
Founder Shares agreed to forfeit and cancel up to an aggregate of 984,375 Founder Shares, on a pro rata basis, to the extent that
the option to purchase additional Units is not exercised in full by the underwriters. The forfeiture will be adjusted to the extent
that the option to purchase additional Units is not exercised in full by the underwriters so that the Founder Shares will represent
approximately 23.2 % of all of the Company's issued and outstanding shares after the Initial Public Offering. On December 16, 2024,
the underwriters partially exercised their over-allotment option as part of the closing of the Initial Public Offering and forfeited their
option to exercise the remaining over-allotment option. As such, 359,375 Founder Shares were forfeited.

 With certain limited exceptions, the
Founder Shares are not transferable, assignable or salable (except to the Company's officers and directors and other persons or
entities affiliated with the Sponsor, each of whom will be subject to the same transfer restrictions) until the earlier to occur of (i) one
year after the completion of the initial Business Combination or (ii) the date on which the Company completes a liquidation, merger,
share exchange or other similar transaction after the initial Business Combination that results in all of the shareholders having the
right to exchange their Class A ordinary shares for cash, securities or other property; except to certain permitted transferees and
under certain circumstances as described herein. Any permitted transferees will be subject to the same restrictions and other agreements
of the Initial Shareholders with respect to any Founder Shares. Notwithstanding the foregoing, if (1) the closing price of the Class A
ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business
Combination or (2) if the Company consummates a transaction after the initial Business Combination which results in the shareholders
having the right to exchange their shares for cash, securities or other property, the Founder Shares will be released from the lock-up.

 Due to Sponsor

 As of December 31, 2024, the Company owed the Sponsor $ 3,183 in connection
with the overfunding of the private placement.

 Related Party Loans

 On June 27, 2024, the Sponsor agreed to loan
the Company up to $ 200,000 (as amended to $ 300,000 on September 23, 2024) pursuant to a promissory note (the "Note"). The
Note is non-interest bearing, unsecured and due on the earlier of December 31, 2024, the closing of the Proposed Public Offering,
or the date the Company determines not to proceed with the Proposed Public Offering. On December 31, 2024, the Company repaid the total
outstanding balance of the note amounting to $ 275,193. Borrowings under the note are no longer available.

 In addition, in order to finance transaction costs
in connection with a Business Combination, the Sponsor, members of the Company's founding team or any of their affiliates 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, without interest, or, at the lender's discretion, up to $ 1.5 million of such Working Capital Loans
may be converted into units of the post Business Combination entity at a price of $ 10.00 per Unit. The units would be identical to the
Private Placement Units. 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, the Company had no borrowings under the Working Capital Loans.

 Services Agreement

 The Company agreed, commencing on the
closing of Initial Public Offering through the earlier of consummation of the initial Business Combination and the liquidation, to pay
the Chairman and Chief Executive Officer and the President and Chief Financial Officer, a total of up to $ 20,000 per month for their services
as executive officers and directors of the Company. No expenses have been incurred or are due under this arrangement as of December 31,
2024.

 F- 13

 NOTES

 NOTE 6 — COMMITMENTS AND CONTINGENCIES

 Registration and Shareholder Rights

 The holders of the Founder Shares, Private Placement Units (and underlying
securities) and any Units (and underlying securities) that may be issued on conversion of Working Capital Loans are entitled to registration
rights pursuant to a registration rights agreement requiring the Company to register such securities for resale. The holders of these
securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities.
In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion
of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415
under the Securities Act. However, the registration rights agreement provides that the Company will not be 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 underwriters have a 45-day option from the
date of the Initial Public Offering to purchase up to an additional 3,150,000 units to cover over-allotments, if any. On December 16,
2024, simultaneously with the closing of the Initial Public Offering, the underwriters elected to partially exercise the over-allotment
option to purchase an additional 2,000,000 Units at a price of $ 10.00 per Unit and forfeited their right to exercise the remaining over-allotment
option.

 The underwriters were paid a cash underwriting
discount of $ 0.20 per Unit, or $ 4,600,000 in the aggregate. In addition, the underwriters are entitled to a deferred underwriting fee
of $ 0.35 per Unit, or $ 8,050,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the
Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

 Risks and Uncertainties

 The United States and global markets are
experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the
recent escalation of the Israel-Hamas conflict. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization
("NATO") deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European
Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and
entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication
(SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid
or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia
and the escalation of the Israel-Hamas conflict and the resulting measures that have been taken, and could be taken in the future, by
NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created
global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing
conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit
and capital markets, as well as supply chain interruptions and increased cyberattacks against U.S. companies. Additionally, any resulting
sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

 Any of the above mentioned factors,
or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion
of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or related actions, could adversely affect the Company's
search for an initial Business Combination and any target business with which the Company may ultimately consummate an initial Business
Combination.

 NOTE 7 — SHAREHOLDERS' DEFICIT

 Preference Shares — The
Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 per share. As of December 31, 2024, there were
no preference shares issued or outstanding.

 Class A Ordinary Shares — The
Company is authorized to issue 445,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. Holders of the Company's
Class A ordinary shares are entitled to one vote for each share. At December 31, 2024, there were 805,000 Class A ordinary shares
issued or outstanding, excluding 23,000,000 Class A ordinary shares subject to possible redemption.

 Class B Ordinary Shares — The
Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. Holders of the Class B
ordinary shares are entitled to one vote for each share. At December 31, 2024, there were 7,187,500 Class B ordinary shares issued
and outstanding.

 F- 14

 NOTES

 Only holders of Class B ordinary shares will
have the right to vote on the election of directors prior to the Business Combination. Holders of Class A ordinary shares and holders
of Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of the Company's shareholders
except as otherwise required by law. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be
voted on by shareholders. Holders of Class A ordinary shares and holders of Class B ordinary shares will vote together as a
single class on all matters submitted to a vote of the shareholders except as required by law.

 The Class B ordinary shares will automatically
convert into Class A ordinary shares concurrently with or immediately following the consummation of the initial Business Combination
on a one-for-one basis, subject to adjustment for share subdivisions, 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 initial Business Combination, the number of Class A ordinary shares
issuable upon conversion of all Founder Shares will equal, in the aggregate, 23.2 % 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 and not
including the Class A ordinary shares underlying the Private Placement Units), 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 or rights 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 Units issued to the Sponsor, officers or directors upon conversion
of Working Capital Loans, provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

 Rights

 Except in cases where the Company is
not the surviving company in a Business Combination, each holder of a right will automatically receive one-tenth (1/10) of one ordinary
share upon consummation of the initial Business Combination. The Company will not issue fractional shares in connection with an exchange
of rights. Fractional shares will either be rounded down to the nearest whole share or otherwise addressed in accordance with the applicable
provisions of Cayman law. In the event the Company is not the surviving company upon completion of the initial Business Combination, each
holder of a right will be required to affirmatively convert his, her or its rights in order to receive the one-tenth (1/10) of one ordinary
share underlying each right upon consummation of the Business Combination. If the Company is unable to complete the initial Business Combination
within the required time period and the Company will redeem the public shares for the funds held in the Trust Account, holders of rights
will not receive any of such funds for their rights and the rights will expire worthless.

 NOTE 8 — FAIR VALUE MEASUREMENTS

 At December 31, 2024, assets held in the Trust Account were comprised
of $ 593 in cash and $ 231,643,260 in U.S. Treasury securities. During the period from June 14, 2014 (inception) through December 31, 2024,
the Company did not withdraw any interest income from the Trust Account.

 Gross

 Amortized

 Holding

 Held To Maturity

 Cost

 Loss

 Fair Value

 December 31, 2024

 U.S. Treasury Securities (Mature on June 12, 2025)

 $
 231,643,260

 $
 ( 128,995
)

 $
 231,514,265

 The following table presents information about
the Company's assets that are measured at fair value as of December 31, 2024, and indicates the fair value hierarchy of the valuation
inputs the Company utilized to determine such fair value:

 Level

 December 31,
 2024

 Assets:

 U.S. Treasury Securities

 $
 231,643,853

 F- 15

 NOTES

 NOTE 9 — 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 CODM, or group, in deciding how to allocate resources and assess performance.

 The Company's CODM has been identified as the Chief Executive
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.

 When evaluating the Company's performance and making key decisions
regarding resource allocation the CODM reviews several key metrics, which include the following:

 For the Period from June 14, 2024 (Inception) Through December 31, 2024

 Formation and operational costs

 $
 50,736

 Interest earned on marketable securities held in Trust Account

 $
 493,853

 The key measures of segment profit or loss reviewed by the CODM are
interest earned on marketable securities held in Trust Account and formation and operational costs. The CODM reviews interest earned on
marketable securities held in Trust Account to measure and monitor shareholders value and determine the most effective strategy of investment
with the Trust Account funds while maintaining compliance with the trust agreement. Formation and operational costs are reviewed and monitored
by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination within the business combination
period. The CODM also reviews formation and operational costs to manage, maintain and enforce all contractual agreements to ensure costs
are aligned with all agreements and budget.

 NOTE 10 — 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. Based upon this
review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

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