UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (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 001-41135

 TARGET
GLOBAL ACQUISITION I CORP.

 (Exact
Name of Registrant as Specified in Its Charter)

 CAYMAN ISLANDS

 N/A

 (State or Other Jurisdiction of

Incorporation or Organization)

 (I.R.S. Employer

Identification Number)

 PO BOX
10176, GOVERNOR'S SQUARE

 23 LIME
TREE BAY AVENUE

 GRAND
CAYMAN, KY1-1002,

 CAYMAN
ISLANDS

 (Address
of Principal Executive Offices)

 +1 345
814 5772

 (Registrant's
telephone number, including area code)

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

 Title of Each Class

 Trading symbol(s)

 Name of Each Exchange on Which Registered

 Class A ordinary shares, par value $0.0001 per share

 TGAAF

 N/A

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

 TGAWF

 N/A

 Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant

 TGAUF

 N/A

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

 None

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

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

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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

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

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

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

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

 As of June 30, 2024 (the last business day
of the Registrant's most recently completed second fiscal quarter) the aggregate market value of the Registrant's Class A
ordinary shares held by non-affiliates was $ 44,653,397
(based on the closing price of $11.35 per share on such date reported on Nasdaq.

 As of April 16, 2025, 7,128,431
Class A ordinary shares, par value $0.0001 per share, and 25,000 Class B ordinary shares, par value $0.0001 per share, were
issued and outstanding, respectively.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 Auditor Firm Id: PCAOB ID 688

 Auditor Name: Marcum LLP

 Auditor Location: Houston, Texas

 PAGE

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

 iv

 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 Stockholder Matters and Issuer Purchases of Equity Securities

 Item 6. [Reserved]

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

 Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 Item 8. Financial Statements and Supplementary Data

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

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

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

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

 Item 14. Principal Accountant Fees and Services

 Item 15. Exhibits and Financial Statement Schedules

 Item 16. Form 10-K Summary

 INDEX TO FINANCIAL STATEMENTS

 i

 CERTAIN TERMS

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

 "we," "us," "our," "company"
or "our company" and "Acquiror" are to Target Global Acquisition I Corp., a Cayman Islands exempted company;

 "Articles" or "amended and
restated memorandum and articles of association" are to our Amended and Restated Memorandum and Articles of Association, as
amended and restated from time to time;

 "Assignment Agreement" are to the Securities
Assignment Agreement, by and between the Original Sponsor, the Company and CIIG III, whereby the Original Sponsor sold, transferred and
assigned 3,533,191 Class A ordinary shares of the Company and 17,500 Class B ordinary shares of the Company to CIIG III.

 "BofA" are to BofA Securities, Inc.,
one of the two underwriters of our IPO;

 "CIIG III" means CIIG Management III, LLC, a Delaware limited
liability company.

 "Class A ordinary shares" are
to our Class A ordinary shares, par value $0.0001 per share;

 "Class B ordinary shares" are
to our Class B ordinary shares, par value $0.0001 per share;

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

 "CST" or "Continental"
are to Continental Stock Transfer & Trust Company, the trustee under the Trust Agreement;

 "directors" are to our current directors;

 "founder shares" are to our Class B ordinary shares
initially issued to an affiliate of our Original Sponsor and subsequently transferred to our Original Sponsor in a private placement prior
to our IPO (as defined below) and the Class A ordinary shares that will be issued upon the automatic conversion of the Class B
ordinary shares at the time of our initial business combination or earlier at the option of the holders thereof (for the avoidance of
doubt, such Class A ordinary shares will not be "public shares");

 "initial shareholders" are to our Original Sponsor and
other holders of our founder shares prior to our IPO;

 "IPO" or "initial public offering"
are to our initial public offering of units consummated on December 13, 2021;

 "IPO prospectus" are to the prospectus
included in our registration statement on Form S-1 (File No. 333-253732) dated December 9, 2021, which was declared effective
by the SEC on December 9, 2021;

 "letter agreement" refers to the letter
agreement entered into between us and our initial shareholders, directors, and officers on December 8, 2021;

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

 "Merger Sub 1" is to Vital Merger Sub
1 Corp., a wholly-owned Delaware corporation of the Company;

 "Merger Sub 2" is to Vital Merger Sub 2 LLC, a wholly-owned Delaware limited liability company of
the Company;

 "Nasdaq" are to the Nasdaq Stock Market;

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

 ii

 "Original Sponsor" is to Target Global
Sponsor Ltd., a Cayman Islands exempted company limited by shares;

 "private placement warrants" are to the warrants issued
to our Original Sponsor in a private placement simultaneously with the closing of our IPO and upon conversion of working capital loans
and extension loans, if any, which private placement warrants, working capital warrants and extension warrants are identical to the warrants
included in the units sold in our initial public offering, subject to certain limited exceptions;

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

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

 "purchaser letter agreement" refers
to the letter agreement entered into between us, Michael Minnick and CIIG III dated May 31, 2024;

 "registration rights agreement" refers to the registration
and shareholder rights agreement, by and between us, the Original Sponsor, the Sponsor and other signatories thereto, dated as of December
8, 2021, as amended by the amendment, dated June 11, 2024

 "Sponsor" is to CIIG III;

 "Sponsors" is to the Original Sponsor and the Sponsor;

 "Termination Date" are to the date
by which we have to consummate an initial Business Combination;

 "TG" are to Target Global, an affiliate
of our Original Sponsor;

 "Trust Account" are to the trust account
established under the Trust Agreement;

 "Trust Agreement" are to that certain investment management
trust agreement, dated December 8, 2021 (as amended on June 2, 2023, November 29, 2023, December 15, 2023 and July
10, 2024), by and between the Company and CST, as trustee;

 "UBS" are to UBS Securities LLC, one
of the two underwriters of our IPO;

 "underwriters" are to, collectively,
BofA and UBS;

 "VenHub" is to VenHub Global, Inc.,
a Delaware corporation formerly known as Autonomous Solutions Inc., a Wyoming corporation.

 "VenHub Business Combination" are to
the transactions contemplated by the VenHub Business Combination Agreement.

 "VenHub Business Combination Agreement" is to the Agreement
and Plan of Merger, by and among the Company, Merger Sub 1, Merger Sub 2 and VenHub dated December 2, 2024.

 "warrants" are to our redeemable warrants
sold as part of the units in our IPO (whether they were purchased in the IPO or thereafter in the open market) and the private placement
warrants; and

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

 iii

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
AND RISK FACTOR SUMMARY

 Some of the statements contained in this Annual
Report may constitute "forward-looking statements" for the purposes of the federal securities law. Our forward-looking statements
include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions or strategies
regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intend," "may," "might,"
"plan," "possible," "potential," "predict," "project," "should,"
"would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements in this Annual Report on Form 10-K for the fiscal year ended December 31,
2024 may include, for example, statements about:

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

 our expectations around the
performance of the prospective target business or businesses, such
as VenHub;

 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 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 impact on the amount held in the trust account, our capitalization, principal shareholders and other impacts on us or management team should we seek to further extend the business combination provisions of our Articles;

 the Trust Account not being
subject to claims of third parties;

 our financial performance; and

 The other risks and uncertainties discussed in Item 1A. Risk Factors below.

 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 "Risk Factors" in this Annual Report and other risks and
uncertainties indicated from time to time in filings made with the SEC. Should one or more of these risks or uncertainties materialize,
or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking
statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future
events or otherwise, except as may be required under applicable securities laws.

 iv

 Item 1. Business

 Introduction

 We are a blank check company incorporated as a
Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities, which we refer to throughout this Annual Report as our initial

 Our Original Sponsor is an affiliate of Target Global ("TG"),
a top-tier pan-European venture capital firm headquartered in Berlin, Germany, with over $3.25 billion in assets under management
as of end of September 30, 2023 (this is the sum of undrawn commitments and net asset value of the vehicles). TG manages funds focused
on fast-growing tech-enabled companies within the consumer internet, mobility and financial technology ("FinTech") sectors.
We believe that our founders' extensive experience and strong track record in various executive, operational and investing functions
across European (including the U.K.) and Israeli technology ecosystems, combined with their widespread networks strongly positions us
as an attractive partner for prospective candidates for our initial business combination. Since its inception in 2012, TG has built up
a strong track record and reputation in identifying and nurturing next-generation technology leaders. Our founders' investments
include many European, U.S. and Israeli unicorns and leading disruptors, such as Delivery Hero, Auto1, Wefox, Cazoo, Rapyd, Branded, Finom
and Copper. Focused on trillion-euro offline industries, TG invests in technology-driven companies that have massive disruption potential
and an ability to create durable value.

 Company History

 Initial Public Offering

 On February 2, 2021, an affiliate of our Original Sponsor subscribed
for an aggregate of 7,187,500 Class B ordinary shares (our "founder shares") for an aggregate purchase price of $25,000,
or approximately $0.003 per share which shares were subsequently transferred to our Original Sponsor for a consideration of $25,000. On
November 8, 2021, 1,437,500 Class B ordinary shares were cancelled by us resulting in a decrease in the total number of Class B
ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. Such shares were subsequently transferred to our Original Sponsor
in exchange for $25,000, or approximately $0.004 per share. Prior to the completion of our IPO, our Original Sponsor transferred 25,000
Class B ordinary shares to each of our independent directors and 100,000 Class B ordinary shares to each of our former CEO Shmuel
Chafets and our Chairman Dr. Gerhard Cromme. Our founder shares will automatically convert into Class A ordinary shares, on
a one-for-one basis, upon the completion of our initial business combination or earlier at the option of the holders thereof as described
herein. The number of founder shares issued was determined based on the expectation that the founder shares would represent 20% of the
issued and outstanding ordinary shares upon completion of our IPO.

 On December 9, 2021, we completed our IPO
of 20,000,000 units at a price of $10.00 per unit (the "units"), generating gross proceeds of $200,000,000. Each unit consists
of one of the Company's shares of Class A ordinary shares, par value $0.0001 per share, and one-third of one redeemable warrant.
Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share, subject to
certain adjustments.

 Substantially concurrently with the completion of our IPO, our Original
Sponsor purchased an aggregate of 6,666,667 warrants (the "private placement warrants") at a price of $1.50 per warrant, or
$10,000,000 in the aggregate. A total of $204,000,000, comprised of $196,000,000 of the proceeds from the IPO, including $7,000,000 of
the underwriters' deferred discount, and $8,000,000 of the proceeds of the sale of the private placement warrants, was placed in
a U.S.-based Trust Account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting
as trustee.

 On December 29, 2021, the underwriters exercised their over-allotment
option and purchased an additional 1,489,658 units at an offering price of $10.00 per unit, generating aggregate additional gross proceeds
of $14,896,580 to the Company. Substantially concurrently with the exercise of the over-allotment option, we completed the private sale
of 397,242 additional private placement warrants to the Original Sponsor at a purchase price of $1.50 per warrant, generating additional
gross proceeds to the Company of $595,863.

 Following the closing of our IPO on December 9,
2021, and subsequent close of the over-allotment option exercise on December 29, 2021, a total of $219,194,512, was placed in a U.S.-based
Trust Account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee.

 On January 26, 2022, we announced that, commencing
January 31, 2022, holders of the 21,489,658 units sold in the IPO and subsequent over-allotment option exercise may elect to separately
trade the Class A ordinary shares and the warrants included in the units. Those units not separated continued to trade on the Nasdaq
under the symbol "TGAAU" and the Class A ordinary shares and warrants that were separated trade under the symbols "TGAA"
and "TGAAW," respectively.

 On January 10, 2023, BofA informed us in
writing that they waived their entitlement to the payment of their portion of the deferred underwriting commission in the amount of $3,760,690
and ceased to act for us in any capacity in connection with our initial Business Combination.

 Articles Extensions and Founder Share Conversion

 On June 2, 2023, we amended our Articles to extend the date by
which we have to consummate an initial Business Combination from June 13, 2023 to September 13, 2023 and to allow the Company
to elect to further extend the Termination Date on a monthly basis for up to six times by an additional one month each time after September 13,
2023, until March 13, 2024, unless the closing of an initial Business Combination shall have occurred prior thereto. In connection
with such extension, we also amended the Trust Agreement to align the date on which Continental must commence liquidation of the Trust
Account to the dates stipulated in our revised Articles. In connection with this amendment, the Original Sponsor agreed to deposit into
the Trust Account as a loan (a "June 2023 EGM Contribution") an amount of $270,000 with respect to the extension to September 13,
2023, and then up to six monthly contributions of $90,000 each for each monthly extension to January 14, 2024. The maximum aggregate
amount of June 2023 EGM Contributions would have been $810,000.

 On July 11, 2023, we issued an aggregate
of 5,347,415 Class A ordinary shares to the initial shareholders upon the conversion of an equal number of the Company's Class B
ordinary shares held by such initial shareholders.

 On November 29, 2023, pursuant to a securities exchange agreement
between our Original Sponsor and one of our directors (the "Director"), our Original Sponsor assigned and transferred to the
Director 25,000 Class A ordinary shares in exchange for the simultaneous transfer and assignment to our Original Sponsor by the Director
of 25,000 Class B ordinary shares of the Company. As a result, as of the date of this Annual Report, our Original Sponsor owns 1,514,224
of our Class A ordinary shares and 25,000 of our Class B ordinary shares.

 On December 15, 2023, we amended our Articles
once again (the "Second Extension") to extend the date by which we have to consummate an initial Business Combination from
January 13, 2024 to May 8, 2024 and to allow the Company to elect to further extend the Termination Date on a monthly basis
for up to seven times by an additional one month each time after May 8, 2024, until December 8, 2024, unless the closing of
an initial Business Combination shall have occurred prior thereto. In connection with such Second Extension, we entered into another amendment
to the Trust Agreement to align the date on which Continental must commence liquidation of the Trust Account to the dates stipulated in
our revised Articles.

 On May 6, 2024, the Company elected to extend the
Termination Date by one month, until June 8, 2024. In connection with such extension, on May 6, 2024, the Contributor deposited $90,000
into the Trust Account as a December 2023 EGM Contribution.

 Securities Assignment by Original Sponsor
to Sponsor and Management Change

 On May 31, 2024, CIIG Management III LLC ("CIIG
III") entered into a Securities Assignment Agreement (the "Assignment Agreement"), by and between the Original Sponsor,
the Company and CIIG III, whereby the Original Sponsor sold, transferred and assigned 3,533,191 Class A ordinary shares of the Company
and 17,500 Class B ordinary shares of the Company to CIIG III. In connection with entry into the Assignment Agreement, CIIG III entered
into a purchaser letter agreement and a joinder agreement to the Registration Rights Agreement.

 According to the provisions of the Assignment Agreement, Original Sponsor
agreed that it will pay all operating expenses of the Company (i) incurred and accrued through May 29, 2024 other than any expenses related
to the extraordinary general meeting of shareholders to be held on July 10, 2024 (the "Shareholder Meeting") and (ii) otherwise
related to the year ended December 31, 2023, including, but not limited to, the following: (A) all costs related to the audit of the Company's
2023 and first quarter of 2024 financial statements, (B) all costs related to any required regulatory filings pertaining to calendar year
2023 and first quarter of 2024 (e.g., 8-K, 10-Q and 10-K filings), which may be filed in the calendar year 2024, (C) all costs related
to any required tax filings of the Company or the Original Sponsor for the year ended December 31, 2023, (D) any other expenses incurred
in calendar year 2023 and first quarter of 2024 prior to the closing of the Purchaser's purchase of the Class A Ordinary Shares
and the Class B Ordinary Shares, and (E) premiums for director and officers insurance incurred by the Company for all periods prior to
June 8, 2024 (collectively, the "Legacy Expenses"); provided, however, that the Original Sponsor shall be reimbursed for any
Legacy Expenses payable as of the closing date of the Assignment Agreement in an amount up to $1,550,000 with such reimbursement being
contingent on the Company consummating an initial business combination and such Legacy Expenses being approved and incorporated as part
of such initial business combination (the "Reimbursement"). We will use its best efforts to have the Legacy Expenses (i) approved
and incorporated as part of such initial business combination and (ii) paid on a pari passu basis with all other Legacy expenses incurred
as part of the initial business combination. The Original Sponsor agreed to satisfy or settle any liabilities incurred prior to the Securities
Assignment closing date not covered by the Reimbursement and provided the Sponsor documented agreements as to such ten business days prior
to the closing of the Securities Assignment.

 Each of the Original Sponsor and the Sponsor agreed
that they will be responsible for their respective legal expenses incurred to consummate the Transaction, and the Sponsor further agreed
that it would be responsible thereafter for any fees and expenses (including but not limited to legal, accounting, printer and transfer
agent fees), and any additional consideration (including in the form of Class A ordinary shares or Class B ordinary shares or other securities)
paid to shareholders in connection with the extension of the Company's maturity date as detailed in the Company's Amended
and Restated Memorandum and Articles of Association. The Sponsor also agreed to be responsible for any operating expenses incurred from
the closing date of the Securities Assignment through the closing of the Company's initial business combination (unless as otherwise
described in the Assignment Agreement), including (A) expenses related to D&O insurance coverage extension incurred on and after June
8, 2024, (B) monthly operating expenses due to the Company's transfer agent and (C) quarterly operating expenses due to the Company's
auditor, financial printer, and accounting vendor.

 Additional Article Extensions

 On June 6, 2024, the Company elected to extend
the Termination Date by one month, until July 8, 2024. In connection with such extension, on June 8, 2024, the Contributor deposited $90,000
into the Trust Account.

 On July 10, 2024, we amended our Articles once again (the "Third
Extension") to extend the date by which we have to consummate an initial Business Combination from July 8, 2024 to December 9, 2024
and to allow the Company to elect to further extend the Termination Date on a monthly basis for up to six times by an additional one month
each time after December 9, 2024, if the Company has entered into a letter of intent or definitive binding agreement to consummate
a Business Combination, on a monthly basis, until June 9, 2025 unless the closing of an initial Business Combination shall have occurred
prior thereto. In connection with such Third Extension, we entered into another amendment to the Trust Agreement to align the date on
which Continental must commence liquidation of the Trust Account to the dates stipulated in our revised Articles. As a result of the approval
of the Articles, an additional $5,806.45 was deposited into the Trust Account representing the two-day prorated amount of the $90,000
monthly deposit for a 31-day month for the July 9, 2024 period.

 In connection with the Assignment Agreement, the
Lock-Up period definition in the letter agreement were amended with the consent of the Company and the IPO underwriters. Pursuant to the
purchaser letter agreement, CIIG III and the Chief Executive Officer have agreed that, it or he shall not Transfer 50% of the Founder
Shares (or any Class A ordinary shares issuable upon conversion thereof) until the completion of the Company's initial Business
Combination and 50% of the Founder Shares (or any Class A ordinary shares issuable upon conversion thereof shall not be transferred, assigned
or sold except to permitted transferees unless and until the earlier to occur of (A) six months after the completion of the Company's
initial Business Combination and (B) subsequent to the Company's initial Business Combination if the last sale price of the ordinary
shares equals or exceeds $12.00 per share (subject to adjustment) for any 20 trading days within any 30-trading day period commencing
at least 150 days after the Company's initial Business Combination.

 In connection with the shareholder meeting for
the Third Extension, the Company and Sponsor entered into non-redemption agreements with unaffiliated third-party shareholders of the
Company in exchange for such shareholders agreeing to not redeem (or validly rescind any redemption requests on) an aggregate of 1,679,608
Class A ordinary shares.

 On June 25, 2024, the Board of Directors agreed
to waive the Company's right under Article 49 of the Company's Amended and Restated Memorandum and Articles of Association
to access up to $100,000 of interest from the Company's trust account established in connection with Company's initial public
offering in the event Proposals 1 and 2 were approved at the Company's July 10, 2024 Shareholder Meeting. As a result of the approval
of Proposals 1 and 2 at the Company's July 10, 2024 Shareholder Meeting, CIIG Management III LLC, a Delaware limited liability company,
has agreed to pay up to $100,000 of dissolution expenses that might occur in the event a business combination transaction does not occur.

 Since December 2024, the Company has announced
monthly extensions of its Articles Termination Date through May 9, 2025.

 VenHub Business Combination

 The below description summarizes the material
provisions of the VenHub Business Combination Agreement, a copy of which is filed with this Annual Report as Exhibit 2.1 and incorporated
by reference herein. Unless otherwise defined herein, the capitalized terms used in this section have the same meanings given to them
in the VenHub Business Combination Agreement. Unless otherwise indicated, this Annual Report does not assume the closing of the VenHub
Business Combination. See also "Legal Proceedings".

 On December 2, 2024, the Company announced the
entry into the VenHub Business Combination Agreement.

 The VenHub Business Combination Agreement provides
for, among other things, the following transactions on the closing date: (i) the Acquiror will, subject to obtaining the required shareholder
approvals, change its jurisdiction of incorporation by deregistering as a Cayman Islands exempted company and continuing and domesticating
as a corporation incorporated under the laws of the State of Delaware (the "Domestication"); (ii) following the Domestication,
Merger Sub 1 will merge with and into VenHub, with VenHub as the surviving corporation in the merger (the "First Merger");
and (iii) immediately following the consummation of the First Merger, VenHub will merge with and into Merger Sub 2, with Merger Sub 2
as the surviving entity in the merger and, after giving effect to such merger, continuing as a wholly-owned subsidiary of the Acquiror
(the "Second Merger" and together with the First Merger, the "Mergers"). In connection with the consummation of
the Business Combination, Acquiror shall be renamed VenHub Global Holdings, Inc.

 By virtue of the transactions described above:

 a.
 each then issued and outstanding share of Acquiror Class A Ordinary Share shall convert automatically, on a one-for-one basis, into
a share of Acquiror Class A Common Stock;

 b.
 each then issued and outstanding share of Acquiror Class B Ordinary Share shall convert automatically, on a one-for-one basis, into
a share of Acquiror Class A Common Stock;

 c.
 each then issued and outstanding Acquiror Warrant shall convert automatically into a Domesticated Acquiror Warrant;

 d.
 each then issued and outstanding Acquiror Unit shall convert automatically into a Domesticated Acquiror Unit;

 e.
 All of the VenHub Stock issued and outstanding immediately prior to the Acquisition Effective Time (other than Acquisition Excluded
Shares and the Dissenting Shares) will be automatically cancelled and extinguished and collectively converted into the right to receive
(i) the Closing Share Consideration and (ii) assuming the achievement of certain performance metrics, the Earnout Interests.

 The Domestication, the Mergers and the other transactions contemplated
by the VenHub Business Combination Agreement are hereinafter referred to as the "VenHub Business Combination".

 The VenHub Business Combination was originally expected to close in
the second quarter of 2025 (the "Closing"), following the receipt of the required approval by the Acquiror's shareholders
and the fulfillment of other customary closing conditions. However, on February 21, 2025, the Company commenced litigation in the Delaware
Court of Chancery (the "Chancery Court") C.A. No. 2025-0191-BWD against VenHub seeking a temporary restraining order to enjoin
VenHub from terminating and taking any action contrary to the terms of the Business Combination Agreement and specific performance compelling
VenHub to comply with the terms of the Business Combination Agreement. On March 12, 2025, the Chancery Court granted the Company's
request for a temporary restraining order enjoining VenHub from terminating the Business Combination Agreement during the pendency of
the action. This is not a final decision on the merits of the case, but rather an order to ensure irrevocable actions do not take place
before the Chancery Court renders a final decision on the merits. As a result of the temporary restraining order, the Business Combination
Agreement remains in full force and effect. The Chancery Court also granted the Company's request to expedite the proceedings and
the Chancery Court has scheduled trial for May 2025.

 Representations and Warranties; Covenants

 The VenHub Business Combination Agreement contains representations,
warranties and covenants of each of the parties thereto that are customary for transactions of this type. The Acquiror has also agreed
to take all such actions necessary or appropriate such that, as of the Acquisition Effective Time, the Acquiror board of directors shall
consist of seven (7) directors, of which at least (4) directors shall meet the independence requirements of Nasdaq. The board of directors
will be divided into three (3) classes, designated Class I, II and III, with one director chosen solely by the current board of the Acquiror.
In addition, the Acquiror has agreed to adopt an incentive equity plan in an aggregate amount equal to 10% of the total number of Acquiror
common stock outstanding at the closing of the VenHub Business Combination on a fully diluted basis, as described in the VenHub Business
Combination Agreement.

 Conditions to Each Party's Obligations

 Consummation of the transactions contemplated by the VenHub Business
Combination Agreement is subject to customary conditions of the respective parties, and conditions customary to special purpose acquisition
companies, including the approval of the Acquiror's shareholders.

 In addition, consummation of the VenHub Business Combination is subject
to other closing conditions, including, among others: (i) all applicable waiting periods under the HSR Act have expired or been terminated;
(ii) there being no law or governmental order, in either case, enjoining, prohibiting or having the effect of making illegal the consummation
of the Business Combination (iii) the requisite approvals have been obtained from the Acquiror's shareholders; (iv) the requisite
approvals have been obtained from VenHub's stockholders; (v) VenHub obtaining Bridge Financings as described further in the Business
Combination Agreement, and (v) the Acquiror Common Stock to be issued as consideration for the Business Combination shall have been approved
for listing on Nasdaq, as described further in the VenHub Business Combination Agreement.

 Termination

 The Business Combination Agreement may be terminated by mutual written
consent of VenHub and Acquiror and in certain other limited circumstances, including by either the Acquiror or VenHub, if the First Merger
is not consummated by June 2, 2025 (such date, the "Outside Date").

 VenHub shall pay or cause to be paid $750,000 to the Acquiror or its
designees through wire transfer of same-day funds within two Business Days in the event the Business Combination Agreement is terminated
under certain circumstances, as described further in the Business Combination Agreement.

 Insider Support Agreement

 Concurrently with the execution of the VenHub Business Combination
Agreement, the Acquiror, CIIG III and certain shareholders of the Acquiror entered into an insider support agreement (the "Insider
Support Agreement"), pursuant to which CIIG III and certain shareholders of the Acquiror (collectively, the "Sponsor Parties")
have agreed to, among other things, vote in favor of the VenHub Business Combination Agreement and the transactions contemplated thereby
and on the terms and subject to the conditions set forth in the Insider Support Agreement.

 The foregoing description of the Insider Support Agreement is subject
to and qualified in its entirety by reference to the full text of the Insider Support Agreement, which is filed as Exhibit 10.17 hereto,
and the terms of which are incorporated herein by reference.

 Stockholder Support Agreement

 Concurrently with the execution of the VenHub Business Combination
Agreement, certain stockholders of VenHub (collectively, the "VenHub Stockholders") entered into support agreements (collectively,
the "Stockholder Support Agreement") with the Acquiror, pursuant to which the VenHub Stockholders have agreed to, among other
things, (i) vote in favor of the VenHub Business Combination Agreement and the transactions contemplated thereby, (ii) waive any rights
of appraisal relating to the VenHub Business Combination, and (iii) be bound by certain other covenants and agreements related to the
VenHub Business Combination.

 The foregoing description of the Stockholder Support Agreement is subject
to and qualified in its entirety by reference to the full text of the form of Stockholder Support Agreement, which is filed as Exhibit
10.19 hereto, and the terms of which are incorporated herein by reference.

 Lockup Agreements

 The Acquiror, certain Sponsor Parties and certain stockholders of VenHub
have and will enter into a Lockup Agreement (the "Lockup Agreement") in connection with the VenHub Business Combination, pursuant
to which such parties shall agree to lock up their Lock-Up Securities (as defined in the Lockup Agreement) under the following terms:

 a.
 Certain Sponsor Parties and certain stockholders of VenHub that are not deemed to be members of management of the post-Business Combination
company (each, a "Non-Management Lockup Party") shall agree to not effect any transfer of Lock-Up Securities unless such Lock-Up
Securities are released pursuant to the expiration of the relevant lockup period described below, subject to certain permitted transfers.
Such restrictions begin at the Closing and end on (i) for one-third (33.3%) of Lock-Up Securities held or beneficially owned, the date
on which the post-Business Combination company issues its first earnings release, (ii) for one-third (33.3%) of the Lock-Up Securities
held or beneficially owned, the date on which the post-Business Combination company issues its second earnings release and (iii) for one-third
(33.3%) of the Lock-Up Securities held or beneficially owned, the date on which the post-Business Combination company issues its third
earnings release.

 b.
 Each party that is deemed to be a member of management of the post-Business Combination company (each, a "Management Lockup
Party") agrees not to effect any transfer of its Lock-Up Securities held or beneficially owned by such Management Lockup Party until
such Lock-Up Securities are released pursuant to the expiration of the relevant lockup period, subject to the permitted transfers described
below. Such restrictions begin at the Closing and end on (i) for one-third (33.3%) of the Lock-Up Securities held or beneficially owned
by such Management Lock-Up Party, the date that is 12 months after the Closing, (ii) for one-third (33.3%) of the shares of Lock-Up Securities
held or beneficially owned by such Management Lock-Up Party, the date that is 18 months after the Closing and (iii) for one-third (33.3%)
of the shares of Lock-Up Securities held or beneficially owned by such Management Lock-Up Party, the date that is 24 months after the
Closing.

 c.
 The Lockup Agreement will provide for certain permitted transfers by Non-Management Lockup Parties and Management Lockup Parties,
including but not limited to, transfers to certain affiliates or family members, pursuant to a qualified domestic relations order, or
by virtue of laws of descent and distribution upon death.

 The foregoing description of the form of Lock-Up Agreement is subject
to and qualified in its entirety by reference to the full text of the form of Lockup Agreement, which is filed as Exhibit 10.18 hereto,
and the terms of which are incorporated herein by reference.

 Amended and Restated Registration Rights Agreement

 Concurrently with the Closing, the post Business Combination company,
CIIG III, and other parties thereto will enter into an Amended and Restated Registration Rights Agreement (the "A&R Registration
Rights Agreement"), which amends and restates the Registration and Shareholder Rights Agreement dated as of December 8, 2021 as
further amended by an Amendment to the Registration and Shareholder Rights Agreement, dated as of June 11, 2024. Pursuant to the A&R
Registration Rights Agreement, the post Business Combination company will agree that within 30 calendar days after the Closing, it will
file with the U.S. Securities and Exchange Commission ("SEC") a registration statement registering the resale of certain securities
held by or issuable to the parties thereto (the "Resale Registration Statement"), and will use its reasonable best efforts
to have the Resale Registration Statement declared effective as soon as reasonably practicable after the filing thereof. Such holders
will be entitled to customary piggyback registration rights.

 The foregoing description of the form of Amended and Restated Registration
Rights Agreement is subject to and qualified in its entirety by reference to the full text of the Amended and Restated Registration Rights
Agreement, which is filed as Exhibit 10.20 hereto, and the terms of which are incorporated herein by reference.

 Initial Business Combination

 As long as our securities are then listed on the
Nasdaq, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value
of at least 80% of the assets held in the Trust Account (excluding any deferred underwriting commission and taxes payable on the income
earned on the Trust Account) at the time of signing of the definitive agreement to enter such initial business combination.

 We may structure our initial business combination
such that the post-business combination company in which our public shareholders own shares 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-business combination company owns or acquires 50% or more of the issued
and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it
not to be required to register as an investment company under the Investment Company Act of 1940, as amended, or the Investment Company
Act. Even if the post-business combination company owns or acquires 50% or more of the voting securities of the target, our shareholders
prior to our initial business combination may collectively own a minority interest in the post-business combination company, depending
on valuations ascribed to the target and us in our initial business combination transaction. For example, we could pursue a transaction
in which we issue a substantial number of new shares in exchange for all of the issued and outstanding capital stock or shares 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 valued for purposes of the 80% fair market value test. If our initial business combination involves more than one target
business, the 80% fair market value test will be based on the aggregate value of all of the target businesses. Notwithstanding the foregoing,
if we are not then listed on Nasdaq for whatever reason, we would no longer be required to meet the foregoing 80% fair market value test.

 Emerging Growth Company Status and Other Corporate Information

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

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

 We will remain an emerging growth company until the earlier of (1) the
last day of the fiscal year (a) following the fifth anniversary of the completion of our IPO, (b) in which we have total annual
gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means the market
value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the end of that year's
second fiscal quarter and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during
the prior three-year period. References herein to "emerging growth company" shall have the meaning associated with it in the
JOBS Act.

 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 thereafter 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 any payment as defined in the Tax Concessions Act (as revised) of the Cayman
Islands.

 We are a Cayman Islands exempted company incorporated
on February 2, 2021. Our executive offices are located at PO Box 10176, Governor's Square, 23 Lime Tree Bay Avenue, Grand Cayman,
KY1-1002, Cayman Islands and our telephone number is +1 345 814 5772.

 Effecting Our Initial Business Combination

 General

 We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time. We intend to effectuate our initial business combination using cash from the
proceeds of our IPO and the sale of the private placement warrants, the proceeds of the sale of our shares in connection with our initial
business combination, shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or
a combination or 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.

 Extensions of the Business Combination Deadline

 We initially had 18 months from the closing of the IPO, until June 13,
2023 (or up to 24 months from the closing of our IPO if we extended the period of time to consummate a Business Combination, subject to
our Original Sponsor depositing additional funds in our Trust Account) to complete an initial Business Combination.

 On June 2, 2023, we amended our Articles
to extend the date by which we have to consummate an initial Business Combination from June 13, 2023 to September 13, 2023 and
to allow the Company to elect to further extend the Termination Date on a monthly basis for up to six times by an additional one month
each time after September 13, 2023, until March 13, 2024, unless the closing of an initial Business Combination shall have occurred
prior thereto. In connection with such extension, we also amended the Trust Agreement to align the date on which Continental must commence
liquidation of the Trust Account to the dates stipulated in our revised Articles.

 On December 15, 2023, we amended our Articles
once again to extend the Termination Date from January 13, 2024 to May 8, 2024 and to allow the Company to elect to further
extend the Termination Date on a monthly basis for up to seven times by an additional one month each time after May 8, 2024, until
December 8, 2024, unless the closing of an initial Business Combination shall have occurred prior thereto. In connection with such
Second Extension, we entered into another amendment to the Trust Agreement to align the date on which Continental must commence liquidation
of the Trust Account to the dates stipulated in our revised Articles.

 On July 10, 2024, we amended our Articles once again to extend the
Termination Date from July 10, 2024 to December 9, 2024 and to allow the Company to elect to further extend the Termination Date on a
monthly basis for up to seven times by an additional one month each time after December 9, 2024, until June 9, 2025, unless the closing
of an initial Business Combination shall have occurred prior thereto. In connection with such Third Extension, we entered into another
amendment to the Trust Agreement to align the date on which Continental must commence liquidation of the Trust Account to the dates stipulated
in our revised Articles.

 If we are unable to consummate an initial business combination within
the deadline prescribed in our Articles, we will redeem 100% of our issued and outstanding public shares for a pro rata portion of the
funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds
held in the Trust Account and not previously released to us to pay our income taxes, divided by the number of then outstanding public
shares, subject to applicable law and as further described herein under "Redemption of Public Shares and Liquidation If No Initial
Business Combination", and then seek to dissolve and liquidate.

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

 On December 2, 2024, we entered into the VenHub Business Combination Agreement. For more information on the VenHub
Business Combination, please see VenHub Business Combination above.

 We may need to obtain additional financing to
complete our initial business combination, either because the transaction requires more cash than is available from the proceeds held
in our Trust Account, or because we become obligated to redeem a significant number of our public shares upon completion of the business
combination, in which case we may issue additional securities or incur debt in connection with such business combination. There are no
prohibitions on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently
a party to any arrangement or understanding with any third-party with respect to raising any additional funds through the sale of securities,
the incurrence of debt or otherwise.

 Sources of Target Businesses

 We anticipate that target business candidates will be brought to our
attention from various unaffiliated sources, including investment market participants, private equity groups, investment banking firms,
consultants, accounting firms and large business enterprises. Target businesses may be brought to our attention by such unaffiliated sources
as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses in which they
think we may be interested on an unsolicited basis, since some of these sources will have read our IPO prospectus and know what types
of businesses we are targeting. Our officers and directors, as well as their affiliates, may also bring to our attention target business
candidates that they become aware of through their business contacts as a result of formal or informal inquiries or discussions they may
have, as well as attending trade shows or conventions. In addition, we expect to receive a number of proprietary deal flow opportunities
that would not otherwise necessarily be available to us as a result of the business relationships of our officers and directors. While
we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions
on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder's fee, consulting
fee or other compensation to be determined in an arm's length negotiation based on the terms of the transaction. We will engage
a finder only to the extent our management determines that the use of a finder may bring opportunities to us that may not otherwise be
available to us or if finders approach us on an unsolicited basis with a potential transaction that our management determines is in our
best interest to pursue. Payment of finder's fees is customarily tied to completion of a transaction, in which case any such fee
will be paid out of the funds held in the Trust Account. In no event, however, will our Original Sponsor or any of our existing officers
or directors, or their respective affiliates paid by us 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 (regardless of the type of transaction
that it is). We agreed to pay an affiliate of our Original Sponsor a total of $10,000 per month for office space, secretarial and administrative
support and to reimburse our Original Sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial
business combination. In connection with the Assignment Agreement, the administrative services agreement was terminated and the amount
of the administrative fees previously incurred by the Company and outstanding was reduced to the amount of $247,419 which is included
in the amount due to related party in the Company's balance sheet as of December 31, 2024, and which is expected to be paid at the
completion of a Business Combination. Some of our officers and directors may enter into employment or consulting agreements with the post-business
combination company following our initial business combination. The presence or absence of any such fees or arrangements will not be used
as a criterion in our selection process of an acquisition candidate.

 We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our Sponsors, founders, officers or directors. In the event we seek to complete our initial business
combination with a company that is affiliated with our Sponsors or any of our founders, officers or directors, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA or another independent entity
that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent accounting 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.

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

 In evaluating a prospective target business, we
expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent
management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial
and other information about the target and its industry. We will also utilize our management team's operational and capital planning
experience. If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the business
combination transaction.

 The time required to select and evaluate a target business and to structure
and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree
of certainty. Any costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business
with which our initial business combination is not ultimately completed will result in our incurring losses and will reduce the funds
we can use to complete another business combination. We will not pay any consulting fees to members of our management team, or their respective
affiliates, for services rendered to or in connection with our initial business combination. In addition, we have agreed not to enter
into a definitive agreement regarding an initial business combination without the prior consent of our Original Sponsor.

 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 United States Securities and Exchange Commission (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.

 Under the Nasdaq listing rules, shareholder approval
would typically 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 holder (as defined by the Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business
or assets to be acquired or otherwise and the present or potential issuance of ordinary shares could result in an increase in issued
and outstanding ordinary shares or voting power of 1% or more (or 5% or more if the related party involved is classified as such solely
because such person is a substantial security holder); 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 law will be made by us,
solely in our discretion, and will be based on business and 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 us at a disadvantage in the transaction or result in other additional burdens on us;

 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
for us; and

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

 Permitted Purchases and Other Transactions with Respect to 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 Sponsors,
directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately-negotiated transactions
or in the open market either prior to or following the completion of our initial business combination. 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 Sponsors, directors, executive officers, advisors or their affiliates may enter into transactions with investors and others to provide
them with incentives to acquire public shares, vote their public shares in favor of our initial business combination or not redeem their
public shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated any
terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares or warrants
in such transactions. If they engage in such transactions, they will be restricted from making any such purchases when they are in possession
of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange
Act.

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

 The purpose of any such transaction could be to
(i) vote in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the business
combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any matters submitted to the warrant
holders for approval in connection with our initial business combination or (iii) 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 initial business combination that may not otherwise have been possible.

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

 Our Sponsors, officers, directors and/or their
affiliates anticipate that they may identify the shareholders with whom our Sponsors, officers, directors or their affiliates may pursue
privately negotiated transactions 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 tender offer or proxy materials in connection with
our initial business combination. To the extent that our Sponsors, officers, directors, advisors or their affiliates enter into a private
transaction, they would identify and contact only potential selling or redeeming shareholders who have expressed their election to redeem
their shares for a pro rata share of the Trust Account or vote against our initial business combination, whether or not such shareholder
has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at
the general meeting related to our initial business combination. Our Sponsors, executive officers, directors, advisors or their affiliates
will select which shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they
may deem relevant, and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange
Act and the other federal securities laws.

 Our Sponsors, 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 would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers
are subject to such reporting requirements.

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

 We will provide our public shareholders with
the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business
combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as
of two business days prior to the consummation of the initial business combination, including interest earned on the funds held in
the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding
public shares, subject to the limitations described herein. In connection with the Second Extension, for each one-month extension
from May 8, 2024 until July 9, 2024 monthly $90,000 deposits (or the pro-rated portion thereof) were made into the Trust
Account representing approximately $0.028 per Public Share. In connection with the shareholder approval of the Third Extension,
starting July 10, 2024 the Articles were amended to remove the cash deposit requirement for further monthly extensions. As of December
31, 2024, the amount in the Trust Account is approximately $11.64 per public share. The redemption rights will include the
requirement that a beneficial holder must identify itself in order to validly redeem its shares.

 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 obtain the approval by way of an ordinary resolution under Cayman Islands law,
which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In
such case, our Sponsors and each member of our management team have agreed to vote their founder shares and public shares in favor
of our initial business combination. Our initial shareholders and CIIG III collectively own 25,000 Class B ordinary shares and
5,347,415 Class A ordinary shares (resulting from a conversion on July 11, 2023 of an equal number of Class B
ordinary shares previously held by the initial shareholders). Such shares held by our initial shareholders and CIIG III currently
represent approximately 75.1% of all our issued and outstanding shares. Therefore, we would not need additional shares to be voted
in favor of an initial business combination in order to have our initial business combination approved. Each public shareholder may
elect to redeem their public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In
addition, our Sponsors and each member of our management team have entered into an agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to any founder shares and public shares held by them in connection with
(i) the completion of a business combination and (ii) a shareholder vote to approve an amendment to our amended and
restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to provide
holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination within the deadline
prescribed in our Articles, or (B) with respect to any other provision relating to the rights of holders of our Class A
ordinary shares.

 If we conduct redemptions pursuant to the tender
offer rules of the SEC, we will, pursuant to our amended and restated memorandum and articles of association:

 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.

 Upon the public announcement of our initial business combination, if
we elect to conduct redemptions pursuant to the tender offer rules, we and our Sponsors 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.

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

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

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

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

 Tendering Share Certificates in Connection with a Tender Offer or
Redemption Rights

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

 There is a nominal cost associated with the above-referenced
tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically
charge the tendering broker a fee of approximately $80.00 and it would be up to the 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 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.

 The foregoing is different from the procedures
used by many blank check companies. In order to perfect redemption rights in connection with their business combinations, many blank check
companies would distribute proxy materials for the shareholders' vote on an initial business combination, and a holder could simply
vote against a proposed business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her
redemption rights. After the business combination is approved, the company would contact such shareholder to arrange for him or her to
deliver his or her certificate to verify ownership. As a result, the shareholder could then have an "option window" after
the completion of the business combination during which he or she could monitor the price of the company's shares in the market.
If the price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his
or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders were aware they needed to commit
before the general meeting, would become "option" rights surviving past the completion of the business combination until the
redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming
shareholder's election to redeem is irrevocable once the business combination is approved.

 Any request to redeem such shares, once made,
may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination,
unless otherwise agreed to by us. Furthermore, if a holder of a public share 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 business combination is not completed, we may
continue to try to complete a business combination with a different target until June 9, 2025 (unless we extend the Termination Date further
as described in our Articles).

 Redemption of Public Shares and Liquidation If No Initial Business
Combination

 Our amended and restated memorandum and articles of association now
provide that we will have until the June 9, 2025, (unless we extend the Termination Date further as described in our Articles) to consummate
an initial business combination. If we have not consummated an initial business combination within the deadline prescribed by our Articles,
we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to
pay our income taxes, if any, divided by the number of the then-outstanding public shares, which redemption will completely extinguish
public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as
promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of directors,
liquidate and dissolve, subject in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for
claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with
respect to our warrants, which will expire worthless if we fail to consummate an initial business combination within the deadline prescribed
in our Articles. Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior
to the consummation of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the
Trust Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands
law.

 Our Sponsors and each member of our management team have entered into
an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with
respect to any founder shares they hold if we fail to consummate an initial business combination within the deadline prescribed by our
Articles although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold
if we fail to complete our initial business combination within the prescribed time frame.

 Our Sponsors, executive 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) that would modify the substance or timing of our obligation to provide holders of our Class A
ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public
shares if we do not complete our initial business combination within the deadline prescribed by our Articles, or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders
with the opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. However, we may not redeem
our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject
to the SEC's "penny stock" rules). If this optional redemption right is exercised with respect to an excessive number
of public shares such that we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related
redemption of our public shares at such time. This redemption right shall apply in the event of the approval of any such amendment, whether
proposed by our Sponsors, any executive officer or director, or any other person.

 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 held outside the Trust Account plus up to $100,000
of dissolution expenses payable by CIIG Management III LLC, although we cannot assure you that there will be sufficient funds for such
purpose.

 If we were to expend all of the net proceeds of our IPO and the sale
of the private placement warrants, other than the proceeds deposited in the Trust Account, and without taking into account interest, if
any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution would be approximately
$11.64 as of December 31, 2024 (assuming the period of time to consummate an initial business combination is not extended further as provided
for in our Articles). 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 less than $11.64. 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, 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 perform an analysis of the alternatives available to it and will only enter into an agreement with
a third-party that has not executed a waiver if management believes that such third-party's engagement would be significantly more
beneficial to us than any alternative. Examples of possible instances where we may engage a third-party that refuses to execute a waiver
include the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly
superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider
willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the
future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust
Account for any reason. In order to protect the amounts held in the Trust Account, our Sponsors has agreed that it will be liable to us
if and to the extent any claims by a third-party for services rendered or products sold to us (other than our independent registered public
accounting firm), or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts
in the Trust Account to below the lesser of (i) $11.64 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 $11.64 per public share due to reductions in the value of
the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability
will not apply to any claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access
to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including
liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsors
will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our Original 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 Original Sponsor's only assets are securities of our company. Therefore, we cannot
assure you that our Original Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for
claims by third parties including, without limitation, claims by vendors and prospective target businesses.

 In the event that the proceeds in the Trust Account are reduced below
the lesser of (i) $11.64 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 $11.64 per public share due to reductions in the value of the trust assets, in each
case net of the amount of interest which may be withdrawn to pay our income tax obligations, and our Original 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 Original Sponsor to enforce its indemnification obligations.
While we currently expect that our independent directors would take legal action on our behalf against our Original 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 $11.64 per public share.

 We will seek to reduce the possibility that our Original 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 Original Sponsor will also not be liable as to any claims under our indemnity of the underwriters
of our IPO against certain liabilities, including liabilities under the Securities Act.. In the event that we liquidate and it is subsequently
determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be
liable for claims made by creditors, however such liability will not be greater than the amount of funds from our Trust Account received
by any such shareholder.

 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 $11.64 per public share to our public shareholders. Additionally, if we file a bankruptcy or winding-up petition or an involuntary
bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed
under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a "preferential transfer" or a "fraudulent
conveyance." As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received by our shareholders.
Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad
faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the Trust Account
prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

 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 deadline prescribed by our Articles, (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 provide holders of our Class A
ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public
shares if we do not complete our initial business combination within the deadline prescribed by our Articles, or (B) with respect
to any other provision relating to the rights of holders of our Class A ordinary shares, or (iii) if they redeem their respective
shares for cash upon the completion of the initial business combination. Public shareholders who redeem their Class A ordinary shares
in connection with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the
Trust Account upon the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business
combination within the deadline prescribed by our Articles, with respect to such Class A ordinary shares so redeemed. In no other
circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder approval
in connection with our initial business combination, a shareholder's voting in connection with the business combination alone will
not result in a shareholder's redeeming its shares to us for an applicable pro rata share of the Trust Account. Such shareholder
must have also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of
association, like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder
vote.

 Conflicts of Interest

 Certain of our founders, officers and directors
presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including TG and
its affiliates. As a result, if any of our founders, officers or directors becomes aware of a business combination opportunity which is
suitable for an entity to which he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary
duties under Cayman Islands law, he, she or it will need to honor such fiduciary or contractual obligations to present such business combination
opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may
be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business
combination. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination
opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity
as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.

 In addition, our founders, Sponsors, officers and directors may sponsor,
form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination.
Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is
overlap among investment mandates. However, we do not currently expect that any such other blank check company would materially affect
our ability to complete our initial business combination. In addition, our founders, Sponsors, 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 management time
among various business activities, including identifying potential business combinations and monitoring the related due diligence.

 Facilities

 We currently maintain our executive offices at PO Box 10176, Governor's
Square, 23 Lime Tree Bay Avenue, Grand Cayman, KY1-1002, Cayman Islands. The cost for our use of this space is $8,000 per calendar year,
payable to Zedra Trust Company (Cayman) Limited pursuant to the License to Occupy dated February 9, 2023. We consider our current
office space adequate for our current operations. For the year ended December 31, 2024, the Company incurred $8,000 and paid
$6,000 (net of fees) for such License to Occupy.

 Employees

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

 RISK FACTORS SUMMARY

 An investment in our securities involves a high degree
of risk. The occurrence of one or more of the events or circumstances described in the section titled "Risk Factors," alone
or in combination with other events or circumstances, may materially adversely affect our business, financial condition, liquidity and
operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
Such risks include, but are not limited to:

 We have no operating history and no revenues, and you have no basis on which
to evaluate our ability to achieve our business objective.

 Our independent registered public accounting firm's report contains
an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern."

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

 Our public shareholders may not be afforded an opportunity to vote on our
proposed initial business combination, which means we may complete our initial business combination even though a majority of our public
shareholders do not support such a combination.

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

 If we seek shareholder approval of our initial business combination, our
Sponsors and members of our 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 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.

 The requirement that we consummate an initial business combination within
the deadline prescribed in our Articles 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.

 Our Sponsor has the right, but not the obligation, to extend the term we
have to consummate our initial business combination on a monthly basis for up to seven times by an additional one month each time.

 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.

 You do not have any rights or interests in funds from the Trust Account,
except under certain limited circumstances.

 You are not 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.

 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.

 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 $11.64 per public share.

 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.

 Holders of Class A ordinary shares are not entitled to vote on any appointment
of directors we hold prior to our initial business combination.

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

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

 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 believe that we were a passive foreign investment company, or "PFIC,"
for our 2021, 2022, 2023 and 2024 taxable years, and we may also be a PFIC for our current taxable year, which could result in adverse
U.S. federal income tax consequences to U.S. holders.

 An investment in our securities may result in uncertain U.S. federal income
tax consequences.

 A majority of our directors and officer live outside the United States, and
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.

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

 Since our Sponsors, 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 acquired during or
may acquire after our IPO), a conflict of interest may arise in determining whether a particular business combination target is appropriate
for our initial business combination.

 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.

 Our management may not be able to maintain control of a target business after
our initial business combination.

 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.

 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. If we have not consummated our initial business combination within the required time period, our public shareholders may
receive only approximately $11.64 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our
warrants will expire worthless.

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

 Because each unit contains one-third of one redeemable warrant and only a
whole warrant may be exercised, the units may be worth less than units of other blank check companies.

 We are an emerging growth company and a smaller reporting company within
the meaning of the Securities Act.

 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 cannot assure you that our diligence review has identified all material
risks associated with the announced business combination with VenHub Global, Inc., and you may be less protected as an investor from any
material issues with respect to VenHub Global, Inc.'s business.

 If the announced business combination with VenHub Global, Inc. is consummated
you will experience dilution due to the issuance of new shares of common stock and securities convertible into common stock to the existing
stockholders of VenHub Global, Inc. as consideration.

 Item 1A. Risk Factors

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

 Risks Relating To Our Search For, And Consummation Of Or Inability
To Consummate, A Business Combination

 We have no operating history and no revenues, and you have no
basis on which to evaluate our ability to achieve our business objective.

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

 Our independent registered public accounting firm's report
contains an explanatory paragraph that expresses substantial doubt about our ability to continue as a "going concern."

 As of December 31, 2024, we had cash outside the Trust Account
of $6,239 available for working capital needs and working capital deficit of $5,100,449. Further, we expect to incur significant costs
in pursuit of financing plans and our initial Business Combination. Management's plans to address this need for capital are discussed
in the section of this Annual Report titled "Management's Discussion and Analysis of Financial Condition and Results of Operations."
Our plans to raise capital and to consummate our initial Business Combination may not be successful. These factors, among others, raise
substantial doubt about our ability to continue as a going concern. The financial statements contained elsewhere in this Annual Report
do not include any adjustments that might result from our inability to continue as a going concern.

 We may not be able to consummate an initial business combination
within the deadline prescribed in our Articles, 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 consummate an initial business combination within the deadline prescribed in our Articles. On December 2, 2024, we
 entered into a business combination agreement with VenHub. See also Legal Proceedings. Our ability to complete our initial business
 combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks
 described herein. For example, geopolitical conditions and global economic uncertainty, including the imposition of tariffs,
 Israel-Hamas conflict, the Russia-Ukraine war and other macroeconomic factors that negatively impact the equity and debt markets, as
 described elsewhere herein, could limit our ability to complete our initial business combination, including as a result of increased
 market volatility, decreased market liquidity and third-party financing being unavailable on terms acceptable to us or at all. In
 addition, such macroeconomic events, including terrorist attacks, the Israel-Hamas conflict, the ongoing Russia-Ukraine war, natural
 disasters or a significant outbreak of infectious diseases may negatively impact businesses we may seek to acquire. In addition, the
 current U.S. political environment and the resulting uncertainties regarding actual and potential shifts in U.S. foreign investment,
 trade, taxation, economic, environmental and other policies under the current administration, as well as the impact of geopolitical
 tension, such as a deterioration in the bilateral relationship between the U.S. and China, the Israel-Hamas conflict or the ongoing
 Russia-Ukraine war (including any further escalations thereof) could lead to disruption, instability and volatility in the global
 markets. If we have not consummated an initial business combination within the deadline prescribed in our Articles, we will:
 (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than
 ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on
 deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to
 pay our income taxes, if any, divided by the number of the then-outstanding public shares, which redemption will completely
 extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if
 any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
 shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our
 obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Our amended
 and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation of
 our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as
 promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either
 such case, our public shareholders may receive only $11.64 per public share, or less than $11.64 per public share, on the redemption
 of their shares, and our warrants will expire worthless. See "-If third parties bring claims against us, the proceeds held in
 the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $11.64 per public
 share" and other risk factors herein.

 Our public shareholders may not be afforded
an opportunity to vote on our proposed initial business combination, 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 before
we complete our initial business combination if the business combination would not require shareholder approval under applicable law or
stock exchange listing requirements. For instance, if we were seeking to acquire a target business where the consideration we were paying
in the transaction was all cash, we would typically not be required to seek shareholder approval to complete such a transaction. Except
as required by applicable law or stock exchange listing 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. Accordingly, we may complete our initial business combination even if holders
of a majority of our issued and outstanding ordinary shares do not approve of the business combination we complete.

 Please see the section entitled "Item 1.
Business-Effecting Our Initial Business Combination-Shareholders May Not Have the Ability to Approve Our Initial Business Combination"
for additional information.

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

 At the time of your investment in us, you will
not be provided with an opportunity to evaluate the specific merits or risks of any target businesses. 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 approval. Accordingly, your only opportunity to affect the investment decision
regarding a potential 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

 Due to the large number of special purpose acquisition companies
evaluating targets, attractive targets are scarce and there is 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.

 Because there are many 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 is high, 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 we seek shareholder approval of our initial business combination,
our Sponsors and members of our management team have agreed to vote in favor of such initial business combination, regardless of how
our public shareholders vote.

 As of the date of this Annual Report, our
initial shareholders and CIIG III collectively own 25,000 Class B ordinary shares and 5,347,415 Class A ordinary shares
(resulting from a conversion on July 11, 2023 of an equal number of Class B ordinary shares previously held by the initial
shareholders). Our Sponsors and members of our management team also may from time to time purchase Class A ordinary shares
prior to our initial business combination. Our amended and restated memorandum and articles of association provide that, if we seek
shareholder approval, we will complete our initial business combination only if we obtain the approval by way of an ordinary
resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a
general meeting of the company. The Class A ordinary shares and Class B ordinary shares held
by our initial shareholders and CIIG III collectively represent approximately 75.1% of all our issued and outstanding shares. Such
holders have agreed to vote their shares in favor of our initial business combination. Therefore, we would not need additional
shares to be voted in favor of an initial business combination in order to have our initial business combination approved.
Accordingly, if we seek shareholder approval of our initial business combination, the agreement by our Sponsors and each member of
our management team to vote their shares in favor of our initial business combination will increase the likelihood that we will
receive the requisite shareholder approval for such initial business combination.

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

 We may seek to enter into a business combination
transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount
of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as
a result, would not be able to proceed with the business combination. Furthermore, unlike other similar special purpose acquisition companies,
we can redeem our public shares irrespective of whether such redemption would cause our net tangible assets to be less than $5,000,001.
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 may not allow us to complete the most desirable business combination or optimize our
capital structure.

 At the time we enter into an agreement for our initial business combination,
we will not know how many of our remaining public 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 remaining public shareholders
submit their shares for redemption, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account
or arrange for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances (including,
for example, under one or more forward purchase agreements that we may enter into) or the incurrence of indebtedness at higher than desirable
levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize
our capital structure.

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

 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 our redemption until we liquidate or you are able to sell your shares
in the open market.

 The requirement that we consummate an initial business combination
within the deadline prescribed in our Articles 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 consummate an initial business combination within the deadline
prescribed in our Articles. 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 deadline 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.

 Our Sponsor has the right, but not the obligation, to extend
the term we have to consummate our initial business combination on a monthly basis for up to seven times by an additional one month each
time after December 9, 2024, until June 9, 2025, without providing our stockholders with voting or redemption rights relating thereto.

 If we anticipate that we may not be able to consummate
our initial business combination by December 9, 2024, we may elect to further extend the Termination Date to consummate a Business Combination
on a monthly basis for up to six times by an additional one month each time after December 9, 2024, by resolution of our board of directors,
if requested by the Chief Executive Officer, and upon one calendar days' advance notice prior to the applicable Termination Date,
until June 9, 2025, unless the closing of our Business Combination shall have occurred prior thereto. Currently, we have extended until
May 9, 2025 and have one monthly extension remaining.

 Our public stockholders will not be entitled to
vote or redeem their shares in connection with any such extension. As a result, we may conduct such an extension even though a majority
of our public stockholders do not support such an extension and will not be able to redeem their shares in connection therewith. This
feature is different than the traditional special purpose acquisition company structure, in which any extension of the company's
period to complete a business combination requires a vote of the company's stockholders and stockholders have the right to redeem
their public shares in connection with such vote.

 Our Sponsors and their affiliates or designees
are not obligated, if applicable, to fund the Trust Account to extend the time for us to complete our initial business combination. Our
Sponsors may decide not to extend the term we have to consummate our initial business combination, in which case we would cease all operations
except for the purpose of winding up and we would redeem our public shares and liquidate, and the warrants will be worthless.

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

 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 Sponsors, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated
transactions or in the open market either prior to or following the completion of our initial business combination, although they are
under no obligation to do so. 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 warrants in such transactions.

 In the event that our Sponsors, 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. The purpose of any such transaction could be to (1) vote in favor of the business combination and thereby increase the likelihood
of obtaining shareholder approval of the business combination, (2) reduce the number of public warrants outstanding or vote such
warrants on any matters submitted to the warrant holders for approval in connection with our initial business combination or (3) 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 initial business combination that may not otherwise have been possible. In addition, if such purchases
are made, the public "float" of our Class A ordinary shares or public warrants may be reduced and the number of beneficial
holders of our securities may be reduced, which may make it difficult to 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. See "Item 1. Business — Effecting Our Initial
Business Combination — Permitted Purchases and Other Transactions with Respect to Our Securities" for a description of how
our Sponsors, directors, executive officers, advisors or their affiliates will select which shareholders to purchase securities from in
any private transaction.

 The Insider Letters with our Original Sponsor, CIIG III, officers
and directors may be amended without shareholder approval.

 Our Insider Letters contain provisions relating
to transfer restrictions of our founder shares and private placement warrants, indemnification of the trust account and waiver of redemption
rights. The Insider Letters may be amended without shareholder approval, and any such amendments may have an adverse effect on the value
of an investment in our securities.

 Our search for a business combination, and any target with which
we ultimately consummate a business combination, may be materially adversely affected by changes in geopolitical conditions and global
economic uncertainty, including as a result of the Israel-Hamas conflict, the Russia-Ukraine war and other macroeconomic factors, including
the impact thereof on the status of debt and equity markets.

 Our search for a business combination, and any
target business with which we ultimately consummate a business combination, is directly and indirectly affected by global macroeconomic
and geopolitical conditions and the effect thereof on the industries and markets in which we, and any target business with which we ultimately
consummate a business combination, operate. The outlook for the global economy over the medium term remains uncertain due to a number
of factors, including high inflation, rising interest rates, supply chain disruption, the Israel-Hamas conflict, the Russia-Ukraine war,
geopolitical tensions and trade barriers. In addition, we are exposed to risks arising out of terrorist attacks, natural disasters, unfavorable
political, military or diplomatic events, armed conflicts (including the Israel-Hamas conflict and the Russia-Ukraine war, and related
consequences for geopolitical stability, energy supply and prices, and cross-border financial transactions, including as a result of economic
sanctions), pandemics and widespread public health crises, and the responses to them by governments and markets. Any of these events could
materially and adversely affect, directly or indirectly, economies and financial markets worldwide, business operations and the conduct
of commerce generally, the business of any potential target business with which we consummate a business combination and our ability to
consummate a business combination, including if such events limit the ability to have meetings with potential investors or the target
company's personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner.

 Uncertainty in connection with certain international economic
and political relationships, including the imposition of tariffs on international trade, political disputes, regulatory changes and other
international matters could have a material adverse effect on our ability to identify potential targets and to consummate our initial
Business Combination, and could adversely affect the financial performance of any target, either foreign or domestic.

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

 For example, the Russia-Ukraine war has had an
immediate impact on the global economy resulting in higher energy prices and higher inflation with significant disruption to financial
markets and supply chains for certain goods and services. Moreover, in connection with Russia's invasion of Ukraine, the EU, the
United States, and certain other governments around the world have responded by imposing various economic sanctions which restrict or
prohibit certain business opportunities in Russia and Ukraine. The war has continued to escalate without any resolution foreseeable in
the near future. The uncertain nature, magnitude, and duration of hostilities stemming from the Russia-Ukraine war, including the potential
effects of sanctions limitations, possibility of counter-sanctions, retaliatory cyber-attacks on the world economy and markets, further
disruptions to global supply chains and potential shipping delays, have contributed to increased market volatility and uncertainty, which
could have an adverse impact on macroeconomic factors that affect our ability to consummate a business combination.

 In addition, in October 2023, Hamas militants
infiltrated Israel's southern border from the Gaza Strip and carried out a series of attacks on civilian and military targets. Additionally,
Hamas launched extensive rocket assaults on Israeli population centers and industrial areas along Israel's border with the Gaza
Strip, as well as in other regions within the State of Israel. Subsequently, Israel's security cabinet declared war against Hamas,
and a large-scale military campaign against these terrorist organizations began.

 Certain members of our management team, board
of directors, and staff are located in Israel. Although we have no geographical restrictions on the targets we can pursue for our Business
Combination, we had previously expressed our intention to give priority to Israel as one of our geographic focuses. While we do not currently
anticipate that the recent conflict between Israel and Hamas will impact our ability to identify a suitable target company for our Business
Combination, there can be no assurance that a further escalation of the conflict or unforeseen events will not affect our ability to complete
a Business Combination. Any armed conflicts, acts of terrorism, or political instability involving Israel could potentially have adverse
implications for our ability to successfully conclude a business combination within the prescribed deadline specified in our Articles,
or potentially, at all.

 Our ability to consummate a business combination
may also be dependent on the ability to raise equity (including, for example, under one or more forward purchase agreements that we may
enter into) and debt financing, which may be impacted by any of the events described above, including as a result of increased market
volatility and decreased market liquidity, and third-party financing being unavailable on terms acceptable to us or at all.

 Finally, any of the events described above, including
the ongoing impact of the recent conflict between Israel and Hamas and the Russia-Ukraine war, may also have the effect of heightening
many of the other risks described in this "Risk Factors" section, such as those related to the market for our securities and
cross-border transactions.

 Risks Relating To 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 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 solicitation or tender offer materials, as applicable, such shareholder may not
become aware of the opportunity to redeem its shares. In addition, the proxy solicitation or tender offer materials, 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 redeem or tender public shares. In the event that a shareholder fails to comply with these
procedures, its shares may not be redeemed. See "Item 1. Business — Effecting Our Initial Business Combination — Tendering
Share Certificates in Connection with a Tender Offer or Redemption Rights."

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

 Our public shareholders are entitled to receive
funds from the Trust Account only upon the earliest to occur of: (i) our completion of an initial business combination, and then
only in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations
described herein, (ii) the redemption of any public shares properly tendered 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 provide holders of
our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem
100% of our public shares if we do not complete our initial business combination within the deadline prescribed in our Articles, or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption of
our public shares if we have not consummated an initial business within the deadline prescribed in our Articles, subject to applicable
law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder
vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent
completion of an initial business combination or liquidation if we have not consummated an initial business combination within the deadline
prescribed in our Articles, with respect to such Class A ordinary shares so redeemed. In no other circumstances a public shareholder
has any right or interest of any kind in the Trust Account. Holders of warrants do not have any right to the proceeds held in the Trust
Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or warrants,
potentially at a loss.

 Under the previous Nasdaq rules, a SPAC not in compliance with
the Nasdaq Listing Rule IM-5101-2 (the "36-Month Rule") could request a hearing before a Nasdaq Hearing Panel, which would
have the effect of staying any potential delisting. However, in rules that became effective on October 7, 2024 (the "Current Nasdaq
Rules"), the stay relating to the 36-Month Rule has been removed and has resulted in our units and shares being suspended Any delisting
of our securities from trading could limit investors' ability to make transactions in our securities and subject us to additional
trading restrictions.

 On December 10, 2024, we received a notice from
the staff of the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") stating that Nasdaq has determined
to delist our securities on The Nasdaq Global Market and suspended the trading in the Company's securities effective as of the opening
of business on December 17, 2024, due to the Company's non-compliance with Nasdaq IM-5101-2, which requires that a special purpose
acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement.

 Following the suspension of trading on The Nasdaq
Global Market, the Company's Units, shares of Class A common stock and redeemable warrants will be eligible to trade on the OTC
under the symbols "TGAUF," "TGAAF" and "TGAWF" respectively. On December 3, 2024, the Company filed
an application to have its securities quoted on the OTCQX Marketplace. Nasdaq will complete the delisting by filing a Notification of
Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934, as amended, on Form 25 with the
U.S. Securities and Exchange Commission. However, as of the date of this Report, the Form 25-NSE has not yet been filed to delist our
securities from Nasdaq.

 Under the previous Nasdaq rules, a SPAC not in
compliance with the 36-Month Rule could request a hearing before the Nasdaq Hearing Panel, which would have the effect of staying any
potential delisting. However, in rules that became effective on October 7, 2024 (the "Current Nasdaq Rules"), the stay relating
to the 36-Month Rule has been removed. Under the Current Nasdaq Rules, a SPAC's Nasdaq-listed securities will be immediately suspended
from trading through the pendency of the Nasdaq Hearing Panel's review. In addition, the scope of the Nasdaq Hearing Panel's
review is limited, as the Nasdaq Hearing Panel may only reverse a delisting determination by the staff of the Listing Qualifications Department
of Nasdaq (a "Staff Delisting Determination") where it determines that the Staff Delisting Determination was made in error
and that the SPAC never failed to satisfy the 36-Month Rule. In such cases, the Nasdaq Hearing Panel is no longer able to consider facts
indicating that the SPAC had regained compliance since the date of the Staff Delisting Determination, nor may the Nasdaq Hearing Panel
grant an exception allowing the SPAC additional time to regain compliance. If a SPAC completes a business combination after receiving
a Staff Delisting Determination and/or demonstrates compliance with all applicable initial listing requirements, the combined company
will apply to list its securities on Nasdaq pursuant to the normal application review process. The New Nasdaq Rules contained a list of
deficiencies that would immediately result in a Staff Delisting Determination, which includes noncompliance with the 36-Month Rule.

 Since our securities are currently quoted on an over-the-counter market.
we could face significant material adverse consequences, including:

 appearing to be less attractive to potential target companies than an exchange listed SPAC;

 a limited availability of market quotations for our securities;

 reduced liquidity for our securities;

 a determination that our Class A ordinary shares is 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.

 In addition, if our securities are delisted from Nasdaq, trading in
our securities, and offers and sales of our securities by us, may be subject to state securities regulation and additional compliance
costs.

 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 Since we are 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.

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

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

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

 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 consummated
our initial business combination within the required time period, our public shareholders may receive only approximately $11.64 per public
share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

 We expect to encounter intense competition
from other entities having a business objective similar to ours, including private investors (which may be individuals or investment
partnerships), other blank check companies and other entities, domestic and international, competing for the types of businesses we
intend to acquire. Many of these individuals and entities are well established and have extensive experience in identifying and
effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these
competitors possess greater technical, human and other resources or more local industry knowledge than we do, and our financial
resources will be relatively limited when contrasted with those of many of these competitors. While we believe there are numerous
target businesses, we could potentially acquire with the net proceeds of our IPO and the sale of the private placement warrants, our
ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available
financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target
businesses. 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. Potential
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 have not
consummated our initial business combination within the required time period, our public shareholders may receive only approximately
$11.64 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire
worthless. See "-If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the
per-share redemption amount received by shareholders may be less than $11.64 per public share" and other risk factors
herein.

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

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

 Economic substance legislation of the Cayman
Islands may adversely impact us or our operations.

 The Cayman Islands, together with
several other non-European Union jurisdictions, have introduced legislation aimed at addressing concerns raised by the Organisation for
Economic Co-operation and Development's (OECD) Base Erosion and Profit Shifting (BEPS) initiative as to offshore structures engaged
in certain activities which attract profits without real economic activity. The International Tax Co-operation (Economic Substance) Act,
(As Revised) (the "Economic Substance Act") contains economic substance requirements for in-scope Cayman Islands entities
which are engaged in certain "relevant activities". As we are a Cayman Islands company, our compliance obligations will include
filing an annual notification, which need to state whether we are carrying out any relevant activities and if so, whether we have satisfied
economic substance tests to the extent required under the Economic Substance Act. If the Cayman Islands Tax Information Authority determines
that the Company or any of its Cayman Islands subsidiaries has failed to meet the requirements imposed by the Economic Substance Act the
Company may face significant financial penalties, restriction on the regulation of its business activities and/or may be struck off as
a registered entity in the Cayman Islands.

 As it is still a relatively new
regime, it is anticipated that the Economic Substance Act and associated guidance will evolve and may be subject to further clarification
and amendments. We may need to allocate additional resources to keep updated with these developments and may have to make changes to our
operations in order to comply with all requirements under the Economic Substance Act. Failure to satisfy these requirements may subject
us to penalties under the Economic Substance Act.

 Anti-money laundering legislation, regulations
and guidance and sanctions legislation may require us to adopt and maintain costly compliance procedures and may adversely impact us or
our financial results.

 In order to comply with legislation,
regulations and guidance aimed at the prevention of money laundering, terrorist financing and proliferation financing, and sanctions legislation
the Company may be required to adopt and maintain anti-money laundering procedures, and may require subscribers and their beneficial owners,
controllers or authorized persons (where applicable) ("Related Persons") to provide evidence to verify their identity. Where
permitted, and subject to certain conditions, the Company may also rely on, or delegate to, a suitable person the maintenance of our anti-money
laundering procedures (including the acquisition of due diligence information).

 The Company reserves the right
to request such information as is necessary to verify the identity of a subscriber or their Related Persons. In the event of delay or
failure on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application,
in which case any funds received will be returned without interest to the account from which they were originally debited.

 The Company also reserves the
right to refuse to make any redemption payment to a shareholder if directors or officers suspect or are advised that the payment of redemption
proceeds to such shareholder might result in a breach of applicable anti-money laundering, sanctions or other laws or regulations by any
person in any relevant jurisdiction, or if such refusal is considered necessary or appropriate to ensure compliance with any such laws
or regulations in any applicable jurisdiction.

 If any person in the Cayman Islands
knows or suspects, or has reasonable grounds for knowing or suspecting that another person is engaged in criminal conduct or money laundering,
or is involved with terrorism or terrorist financing and property, and the information for that knowledge or suspicion came to their
attention in the course of business in the regulated sector, or other trade, profession, business or employment, the person will be required
to report such knowledge or suspicion to (i) the Financial Reporting Authority of the Cayman Islands ("FRA"), pursuant to
the Proceeds of Crime Act (As Revised) of the Cayman Islands, if the disclosure relates to criminal conduct or money laundering, or (ii)
a police officer of the rank of constable or higher, or the FRA, pursuant to the Terrorism Act (As Revised) of the Cayman Islands, if
the disclosure relates to involvement with terrorism or terrorist financing and property.

 We have identified a material weakness in our internal control
over financial reporting. If our remediation of such material weaknesses is not effective, or if we identify additional material weaknesses
in the future or otherwise fail to develop and maintain effective internal control over financial reporting, our ability to produce timely
and accurate financial statements or comply with applicable laws and regulations could be impaired.

 We identified a material weakness in our internal control over financial
reporting, as defined in the SEC guidelines for public companies at September 30, 2024 which remained not remediated as of December 31,
2024. The material weakness identified relates to disclosure controls and procedures regarding the completeness of operating expenses
and accruals, including legal fees, as well as the completeness and accuracy of transactions with related parties. A material weakness
is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility
that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely
basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate
steps to remediate the material weakness. These remediation measures may be time consuming and costly and there is no assurance that these
initiatives will ultimately have the intended effects. If we identify any new material weaknesses in the future, any such newly identified
material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material
misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law
requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may
lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have
taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

 Risks Relating To Our Management Team

 Past performance by our Sponsors' owners, and by our directors
and management, or their respective affiliates, may not be indicative of future performance of an investment in us.

 Information regarding performance is presented
for informational purposes only. Any past experience or performance of our Sponsors' owners, our directors or management, and their
respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success
with respect to any business combination that we may consummate. You should not rely on the historical record of our Sponsors' owners,
our directors or management, or their respective affiliates as indicative of the future performance of an investment in us or the returns
we will, or are likely to, generate going forward. Our management has no experience in operating special purpose acquisition companies.

 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, may be, or 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

 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. Any such litigation,
investigations or other proceedings may divert our management team's and board's attention and resources away from identifying
and selecting a target business or businesses for our initial business combination and may negatively affect our reputation, which may
impede our ability to complete an initial business combination.

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

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

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

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

 If the net proceeds from our IPO and the sale of the private
placement warrants not being held in the Trust Account are insufficient to allow us to operate until the end of the Business Combination
deadline prescribed in our Articles, it could limit the amount available to fund our search for a target business or businesses and our
ability to complete our initial business combination, and we will depend on loans from our Sponsors, its affiliates or members of our
management team to fund our search and to complete our initial business combination.

 The funds available to us outside of the Trust
Account may not be sufficient to allow us to operate until the Business Combination deadline prescribed in our Articles, assuming that
our initial business combination is not completed during that time. We expect to incur significant costs in pursuit of our acquisition
plans. Management's plans to address this need for capital through our IPO and potential loans from certain of our affiliates are
discussed in the section of this Annual Report titled "Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations." However, our affiliates are not obligated to make loans to us in the future, and we may not be able
to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event in the future may negatively impact
the analysis regarding our ability to continue as a going concern at such time.

 Of the net proceeds from our IPO and the sale of
the private placement warrants, only approximately $1,400,000 was initially available to us outside the Trust Account to fund our working
capital requirements. We believe that the funds available to us outside of the Trust Account, together with funds available from loans
from our Sponsors, its affiliates or members of our management team are sufficient to allow us to operate until the Business Combination
deadline prescribed in our Articles; however, we cannot assure you that our estimate is accurate, and our Sponsors, its affiliates or
members of our management team are under no obligation to advance funds to us in such circumstances. Of the funds available to us, we
could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could
also use a portion of the funds as a down payment or to fund a "no-shop" provision (a provision in letters of intent 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 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.

 In the event that our offering expenses exceed
our estimate of $600,000, we may fund such excess with funds not to be held in the Trust Account. In such case, unless funded by the proceeds
of loans available from our Sponsors, its affiliates or members of our management team the amount of funds we intend to be held outside
the Trust Account would decrease by a corresponding amount. Conversely, in the event that the offering expenses are less than our estimate
of $600,000, the amount of funds we hold outside the Trust Account would increase by a corresponding amount. The amount held in the Trust
Account will not be impacted as a result of such increase or decrease. If we are required to seek additional capital, we would need to
borrow funds from our Sponsors, its affiliates, members of our management team or other third parties to operate or may be forced to liquidate.
Neither our Sponsors, members of our management team nor their affiliates is under any obligation to us in such circumstances. Any such
advances may 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 warrants of the post-business combination entity at a price of $1.50
per warrant at the option of the lender. The warrants would be identical to the private placement warrants. Prior to the completion of
our initial business combination, we do not expect to seek loans from parties other than our Sponsors, its affiliates or members of our
management team 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 have not consummated our initial business combination within the deadline prescribed
in our Articles because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust
Account. Consequently, our public shareholders may only receive an estimated $11.64 per public share, or possibly less, on our redemption
of our public shares, and our warrants will expire worthless. See "- If third parties bring claims against us, the proceeds held
in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $11.64 per public
share" and other risk factors herein.

 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 extensive due diligence on
a target business with which we combine, we cannot assure you that this diligence will identify all material issues 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 post-combination debt financing. Accordingly, any
holders who choose to retain their securities following the business combination could suffer a reduction in the value of their securities.
Such holders are unlikely to have a remedy for such reduction in value.

 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 $11.64 per public 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, 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 perform an analysis of the alternatives available to it and will only enter into an agreement with a third-party that has not executed
a waiver if management believes that such third-party's engagement would be significantly more beneficial to us than any alternative.

 Examples of possible instances where we may engage
a third-party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills
are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases
where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our public shares, if we have not consummated
an initial business combination within the deadline prescribed by our Articles, 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 ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders
could be less than the $11.64 per public share initially held in the Trust Account, due to claims of such creditors. Pursuant to the letter
agreement we entered into concurrently with our IPO, our Original Sponsor has agreed that it will be liable to us if and to the extent
any claims by a third-party (other than our independent registered public accounting firm) for services rendered or products sold to us,
or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account
to below the lesser of (i) $11.64 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 $11.64 per public share due to reductions in the value of the trust assets,
in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any
claims by a third-party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account
nor will it apply to any claims under our indemnity of the underwriters of our IPO against certain liabilities, including liabilities
under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our Original
Sponsor will not be responsible to the extent of any liability for such third-party claims.

 However, we have not asked our Original Sponsor
to reserve for such indemnification obligations, nor have we independently verified whether our Original Sponsor has sufficient funds
to satisfy its indemnity obligations and we believe that our Original Sponsor's only assets are our securities of our company. Therefore,
we cannot assure you that our Original 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
$11.64 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 Original 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) $11.64 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 $11.64 per public share due to reductions in the value of the trust
assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our Original 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 Original Sponsor to enforce its indemnification obligations. While we currently
expect that our independent directors would take legal action on our behalf against our Original 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 $11.64 per public
share.

 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 (except to the extent they are entitled to funds from the Trust Account due to their ownership of public shares).
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.

 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, thereby exposing itself and us
to claims of punitive damages, by paying public shareholders from the Trust Account prior to addressing the claims of creditors.

 If, before distributing the 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.

 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

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

 registration as an investment company with the SEC;

 adoption of a specific form of corporate structure; and

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

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

 We do not believe that our anticipated
principal activities will subject us to the Investment Company Act. To this end, since November 24, 2023, we maintain the funds
in the Trust Account in cash in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our
Business Combination or the liquidation of our Company. By holding the funds in cash, and by having a business plan targeted
at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank
or private equity fund), we intend to avoid being deemed an "investment company" within the meaning of the Investment
Company Act. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the
completion of our Business Combination; (ii) the redemption of any public shares properly tendered in connection with a
shareholder vote to amend our Articles (A) to modify the substance or timing of our obligation to provide holders of our
Class A ordinary shares the right to have their shares redeemed in connection with our Business Combination or to redeem 100%
of our public shares if we do not complete our Business Combination within the deadline prescribed in our Articles, or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares; or (iii) absent our
completing a Business Combination within the deadline prescribed in our Articles, our return of the funds held in the Trust Account
to our public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we
may be deemed to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance
with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our
ability to complete a Business Combination. If we have not consummated our Business Combination within the required time period, our
public shareholders may receive only approximately $11.64 per public share, or less in certain circumstances, on the liquidation of
our Trust Account and our warrants will expire worthless.

 Earlier this year, the SEC provided guidance that
the determination of whether a SPAC, 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. 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, TGAA was formed for the purpose of completing an initial business combination with one or more
businesses, such as the proposed Business Combination with VenHub. Since our inception, our business has been and will continue to be
focused on identifying and completing the Business Combination with VenHub, or another 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 were 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. 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 is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial business
combination; (ii) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend the Cayman
Constitutional Documents (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.

 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 the Business
Combination or any other initial 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. In which case, our investors would not be able to realize the potential 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 Warrants would expire worthless. For illustrative purposes, in connection with the liquidation of our Trust Account,
our public shareholders may receive only approximately $11.64 per Public Share (as of December 31, 2024), or less in certain circumstances,
and our warrants may expire worthless. Further, under the subjective test of a "investment company" pursuant to Section 3(a)(1)(A) of
the Investment Company Act, even if the funds deposited in the Trust Account were invested in the assets discussed above, there is a risk
that we could be deemed an investment company and subject to the Investment Company Act based on the length of time such funds are invested
in such assets.

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

 We are subject to laws and regulations enacted
by national, regional and local governments. In particular, we are required to comply with certain SEC and other legal requirements. Compliance
with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their
interpretation and application may also change from time to time and those changes could have a material adverse effect on our business,
investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied,
could have a material adverse effect on our business, including our ability to negotiate and complete our initial business combination,
and results of operations.

 On January 24, 2024, the SEC issued final rules (the "2024 SPAC
Rules"), which became effective on July 1, 2024, that formally adopted some of the SEC's proposed rules for SPACs that were
released on March 30, 2022. The 2024 SPAC Rules, among other items, impose additional disclosure requirements in initial public offerings
by SPACs and business combination transactions involving SPACs and private operating companies; amend the financial statement requirements
applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections
in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions; increase the
potential liability of certain participants in proposed business combination transactions; and could impact the extent to which SPACs
could become subject to regulation under the Investment Company Act of 1940. The 2024 SPAC Rules may materially adversely affect our business,
including our ability to negotiate and complete, and the costs associated with, our initial business combination, and results of operations.

 If we have not consummated an initial business combination within
the deadline prescribed in our Articles, our public shareholders may be forced to wait beyond such period before redemption from our Trust
Account.

 If we have not consummated an initial business
combination within the deadline prescribed in our Articles, the proceeds then on deposit in the Trust Account, including interest earned
on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, will be used to fund the redemption
of our public shares, as further described herein. Any redemption of public shareholders from the Trust Account will be effected automatically
by function of our amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to
wind up, liquidate the Trust Account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation
process, such winding up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case,
investors may be forced to wait beyond the expiration of the deadline prescribed in our Articles before the redemption proceeds of our
Trust Account become available to them, and they receive the return of their pro rata portion of the proceeds from our Trust Account.
We have no obligation to return funds to investors prior to the date of our redemption or liquidation unless, prior thereto, we consummate
our initial business combination or amend certain provisions of our amended and restated memorandum and articles of association, and only
then in cases where investors have sought to redeem their Class A ordinary shares. Only upon our redemption or any liquidation will
public shareholders be entitled to distributions if we do not complete our initial business combination and do not amend certain provisions
of our amended and restated memorandum and articles of association. Our amended and restated memorandum and articles of association provide
that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing procedures
with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days thereafter,
subject to applicable Cayman Islands law.

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

 If we are forced to enter into an insolvent liquidation,
any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date
on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result,
a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having
breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company
to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted
any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course
of business would be guilty of an offence and may be liable for a fine of $18,292.68 and imprisonment for five years in the Cayman Islands.

 Holders of Class A ordinary shares are not entitled to vote
on any appointment of directors we hold prior to our initial business combination.

 Prior to our initial business combination, only
holders of our founder shares have the right to vote on the appointment of directors. Holders of our public shares are not entitled to
vote on the appointment of directors during such time. In addition, prior to our initial business combination, holders of a majority of
our founder shares may remove a member of the board of directors for any reason. Accordingly, you may not have any say in the management
of our company prior to the consummation of an initial business combination.

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

 If the shares issuable upon exercise of the warrants
are not registered under the Securities Act, we are required to permit holders to exercise their warrants on a cashless basis, in which
case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula. However, no
warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise
their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state
of the exercising holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares
are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a "covered
security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise
their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event
we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable
efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Exercising the warrants
on a cashless basis could have the effect of reducing the potential "upside" of the holder's investment in our company
because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold.
In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants
in the event that we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no
exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration
or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire
worthless. In such event, holders who acquired their warrants as part of a purchase of units will have paid the full unit purchase price
solely for the Class A ordinary shares included in the units. There may be a circumstance where an exemption from registration exists
for holders of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of
the public warrants included as part of units sold in our IPO. In such an instance, our Sponsors and its permitted transferees (which
may include our directors and executive officers) would be able to exercise their warrants and sell the ordinary shares underlying their
warrants while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If
and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying
Class A ordinary shares for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth
above even if the holders are otherwise unable to exercise their warrants.

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

 In certain situations, including if we are not
the surviving entity in our initial business combination, the warrants may become exercisable for a security other than the Class A
ordinary shares. As a result, if the surviving company redeems your warrants for securities pursuant to the warrant agreement, you may
receive a security in a company of which you do not have information at this time. Pursuant to the warrant agreement, the surviving company
will be required to use commercially reasonable efforts to register the issuance of the security underlying the warrants within twenty
business days of the closing of an initial business combination.

 The grant of registration rights to our Sponsors 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 that
we entered into concurrently with our IPO, our Original Sponsor and its permitted transferees can demand that we register the resale of
the Class A ordinary shares into which founder shares are convertible and the private placement warrants and the Class A ordinary
shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion of working capital and
extension loans and the Class A ordinary shares issuable upon conversion of such warrants. 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 connection with the Assignment Agreement, the Sponsor entered into a joinder to the registration rights agreement.
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 securities that is expected when the securities owned by our
Sponsors or its permitted transferees are registered for resale.

 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.

 We may pursue business combination opportunities
in any sector, except that we are not, under our amended and restated memorandum and articles of association, permitted to effectuate
our initial business combination solely with another blank check company or similar company with nominal operations. Because we have not
yet selected or approached any specific target business with respect to a business combination, there is no basis to evaluate the possible
merits or risks of any particular target business's operations, results of operations, cash flows, liquidity, financial condition
or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent in the business
operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking an established
record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable or a development
stage entity. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our
officers and directors will endeavor to evaluate the risks inherent in a particular target business, we 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 our investors than a direct investment, if such opportunity were available, in a business combination target. Accordingly, any holders
who choose to retain their securities following the business combination could suffer a reduction in the value of their securities. Such
holders are unlikely to have a remedy for such reduction in value.

 We may seek acquisition opportunities in industries or sectors
which may or may not be outside of our management's area of expertise.

 We will consider a business combination outside
of our management's area of expertise if a business combination target is presented to us and we determine that such candidate offers
an attractive acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular
business combination target, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We
also cannot assure you that an investment in our units will not ultimately prove to be less favorable to our investors than a direct investment,
if an opportunity were available, in a business combination target. In the event we elect to pursue an acquisition 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 adequately ascertain or assess all of the significant
risk factors. Accordingly, any holders who choose to retain their securities following the business combination could suffer a reduction
in the value of their securities. Such holders are unlikely to have a remedy for such reduction in value.

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

 To the extent we effect our initial business combination
with a company or business that may be financially unstable or in its early stages of development or growth, we may be affected by numerous
risks inherent in such company or business. These risks include investing in a business without a proven business model and with limited
historical financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel.
Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will
properly ascertain or assess all significant risk factors. 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.

 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 applicable law or stock exchange listing requirements, or we decide to obtain
shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder approval of our initial business
combination if the target business does not meet our general criteria and guidelines. If we have not consummated our initial business
combination within the required time period, our public shareholders may receive only approximately $11.64 per public share, or less in
certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

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

 Unless we complete our initial business combination
with an affiliated entity, we are not required to obtain an opinion from an independent investment banking firm that is a member of FINRA
or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent
accounting firm that the price we are paying is fair to our shareholders from a financial point of view. If no opinion is obtained, our
shareholders will be relying on the judgment of our board of directors, who will determine fair market value based on standards generally
accepted by the financial community. Such standards used will be disclosed in our proxy solicitation or tender offer materials, as applicable,
related to our initial business combination.

 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 authorized the issuance of up to 500,000,000 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. Taking into account the partial
exercise of the over-allotment option by the underwriters, the conversion of 5,347,415 Class B ordinary shares held by our initial
shareholders into an equal number of Class A ordinary shares on July 11, 2023 and the redemptions of Class A ordinary shares
in the context of our June 2, 2023 extraordinary shareholder meeting and our December 15, 2023 extraordinary shareholder meeting,
respectively, we have 492,871,569 and 49,975,000 authorized but unissued Class A ordinary shares and Class B ordinary shares,
respectively, available for issuance which amount does not take into account or shares reserved for issuance upon exercise of outstanding
warrants or shares issuable upon conversion of the Class B ordinary shares, if any. The Class B ordinary shares will automatically
convert into Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption
rights or be entitled to liquidating distributions from the Trust Account if we fail to consummate an initial business combination) at
the time of our initial business combination or earlier at the option of the holders thereof as described herein and in our amended and
restated memorandum and articles of association. We currently do not have any 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 in connection with our redeeming the warrants
or 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 herein. However, our amended and restated memorandum and articles of association
provide, among other things, that prior to or in connection with 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 on any initial business combination
or on any other proposal presented to shareholders prior to or in connection with the completion of an 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 or preference shares:

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

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

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

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

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

 Trust Account

 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 have not consummated our initial business combination within the required time period, our public shareholders may receive only
approximately $11.64 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will
expire worthless.

 We anticipate that the investigation of each specific
target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require
substantial management time and attention and substantial costs for accountants, attorneys 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 have not consummated
our initial business combination within the required time period, our public shareholders may receive only approximately $11.64 per public
share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

 We believe that we were a passive foreign investment company,
or "PFIC," for our 2021, 2022, 2023 and 2024 taxable years, and we may also be a PFIC for our current taxable year, or a controlled
foreign corporation, or "CFC" which could result in adverse U.S. federal income tax consequences to U.S. holders.

 If we are a PFIC for any taxable year (or portion
thereof) that is included in the holding period of a U.S. Holder in our Class A ordinary shares or warrants, the U.S. Holder may
be subject to adverse U.S. federal income tax consequences and additional reporting requirements. We believe that we did not qualify for
the PFIC "start-up exception" (as described in our IPO prospectus under the caption "Taxation – United States
Federal Income Tax Considerations – Passive Foreign Investment Company Rules") for our taxable year ended December 31,
2021. Therefore, we believe that we were a PFIC for our taxable years ended December 31, 2021, December 31, 2022, December 31,
2023 and December 31, 2024. In addition, even if our business combination is completed during our current taxable year, it is possible
that we will be a PFIC for our current taxable year depending on the timing and structure of the business combination and the nature and
value of the income and assets of the company with which we combine, the details of which are currently unknown. If we are a PFIC during
any taxable year during which a U.S.Holder owns our Class A ordinary shares or warrants, we generally will continue to be treated
as a PFIC with respect to such U.S. holder's Class A ordinary shares or warrants even if we are not a PFIC for any subsequent
taxable year, unless the U.S. investor makes a "deemed sale" election.

 A U.S. shareholder (but not warrant holder) that
made a timely "qualified electing fund," or "QEF," election with respect to our Class A ordinary shares may
be able to mitigate the adverse U.S. federal income tax consequences under the PFIC rules by including in its income the U.S. shareholder's
pro rata share of our earnings on a current basis, whether or not they are distributed. We prepared a PFIC Annual Information Statement
in order to enable our U.S. shareholders to make and maintain QEF elections with respect to our 2021 taxable year and 2022 taxable year
and we will endeavor provide such statement with respect to our 2023 and 2024 taxable year upon request. However, there can be no assurance
that we will timely provide the required information to make a QEF election, and a QEF election would be unavailable with respect to our
warrants in all cases.

 We urge U.S. investors to consult their tax advisers
regarding the application of the PFIC rules and the availability, advisability and consequences of making any election that may be available
under the PFIC rules (including the possible combination of a "deemed sale" and QEF election with respect to our Class A
ordinary shares, if a timely QEF election had not been made previously). For a more detailed explanation of these and other elections,
as well as other aspects of the PFIC rules, see the description in our IPO prospectus under the caption "Taxation – United
States Federal Income Tax Considerations – Passive Foreign Investment Company Rules."

 In addition, if we are treated as a CFC for any
taxable year, any U.S. Holder that owns 10% or more (by vote or value) of the equity of the Company for United States federal income tax
purposes would be subject to the United States federal income tax rules regarding CFCs rather than the rules regarding PFICs, which also
may ubject such U.S. Holder to adverse United States federal income tax consequences and reporting requirements. Our CFC status with respect
to a U.S. Holder for our current and subsequent taxable years may depend on whether our business combination is completed during our current
taxable year, and the timing and the strucutre of the business combination. We urge U.S. Holders to conult their own tax advisors regarding
the application of the PFIC and CFC rules.

 An investment in our securities may result in uncertain U.S.
federal income tax consequences.

 An investment in our securities may result in
uncertain U.S. federal income tax consequences. See the discussion in our IPO prospectus under the caption "Taxation – United
States Federal Income Tax Considerations" for a summary of material U.S. federal income tax considerations of an investment in our
securities. U.S. investors should consult their tax advisers with respect to the tax consequences of owning and disposing of our securities.

 Our initial business combination or transactions relating thereto
may result in taxes imposed on us and our shareholders or warrant holders.

 We may, in connection with our initial business
combination and subject to requisite shareholder approval by special resolution under the Companies Act, merge or otherwise combine with
another company, or reincorporate in the jurisdiction in which the target company or business is located or another jurisdiction. 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. A shareholder or warrant holder may be required to recognize taxable income with respect
to our business combination or transactions relating thereto in the jurisdiction in which the shareholder or warrant holder is a tax resident
or in which its members are resident if it is a tax transparent entity. In the event of a reincorporation or merger, any tax liability
may attach prior to any consummation of redemptions of our Class A ordinary shares. We do not intend to make any cash distributions
to shareholders or warrant holders to pay taxes in connection with our business combination or thereafter. Shareholders and warrant holders
may be subject to withholding taxes or other taxes with respect to their ownership of us after our business combination. In addition,
we could be treated as tax resident in the jurisdiction in which the target company or business is located, which could result in adverse
tax consequences to us (e.g., taxation on our worldwide income in such jurisdiction) and to our shareholders or warrant holders (e.g.,
withholding taxes on dividends and taxation of disposition gains).

 We may effect a business combination with a target
company that has 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 taxing authorities. This additional complexity and risk could have an adverse effect on our after-tax profitability
and financial condition.

 A majority of our directors and officer live outside the United
States, and 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.

 A majority of our directors and officers live
outside of the United States, and 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.

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

 Our operations are dependent upon a relatively
small group of individuals and, in particular, our executive officers and directors. We believe that our success depends on the continued
service of our officers and directors, 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 ability to successfully effect our initial business combination
and to be successful thereafter depends 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, director
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.

 In addition, the directors and officers of a business
combination candidate may resign upon completion of our initial business combination. The departure of a business combination target's
key personnel could negatively impact the operations and profitability of our post-combination business. Although we contemplate that
certain members of a business combination candidate's management team will remain associated with the business combination candidate
following our initial business combination, it is possible that members of the management of a business combination candidate will not
wish to remain in place. The loss of key personnel could negatively impact the operations and profitability of our post-combination business.

 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. In addition, pursuant to an agreement entered into prior to the closing of our IPO, our
Original Sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals for
election to our board of directors, unless otherwise waived, as long as our Original Sponsor holds any securities covered by the registration
and shareholder rights agreement, which is described under the section of this Annual Report entitled "Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters – Registration and Shareholder Rights."

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

 When evaluating the desirability of effecting
our initial business combination with a prospective target business, our ability to assess the target business's management may
be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target business's management,
therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target
business's management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and
profitability of the post-combination business may be negatively impacted. Accordingly, any holders who choose to retain their securities
following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely to have a remedy
for such reduction in value.

 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 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. 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 independent directors also serve as officers and board members for other entities. 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. For a complete discussion of our executive officers' and directors'
other business affairs, please see "Item 10. Directors, Executive Officers and Corporate Governance – Directors and Executive
Officers."

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

 Until we consummate our initial business combination,
we intend to engage in the business of identifying and combining with one or more businesses or entities. Each of our officers and directors
presently has, and any of them in the future may have, additional fiduciary or contractual obligations to other entities pursuant to which
such officer or director is or will be required to present a business combination opportunity to such entity, subject to his or her fiduciary
duties under Cayman Islands law. Accordingly, they may have conflicts of interest in determining to which entity a particular business
opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to
another entity prior to its presentation to us, subject to their fiduciary duties under Cayman Islands law.

 In addition, our founders, Sponsors, officers and
directors may in the future become affiliated with other blank check companies that may have acquisition objectives that are similar to
ours. 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 such other blank check companies
prior to its presentation to us, subject to our officers' and directors' fiduciary duties under Cayman Islands law. Our amended
and restated memorandum and articles of association provide that we renounce our interest in any business combination opportunity offered
to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or
officer of the company and it is an opportunity that we are able to complete on a reasonable basis.

 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 "Item
10. Directors, Executive Officers and Corporate Governance – Directors and Executive Officers," "Item 10. Directors,
Executive Officers and Corporate Governance – Conflicts of Interest" and "Item 13. Certain Relationships and Related
Party Transactions, and Director Independence."

 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, executive 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 Sponsors, our directors or executive 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.

 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. However, we might not ultimately be successful in any claim we may make against them for such reason.

 We may engage our Sponsors or an affiliate of our Sponsors as
an advisor or otherwise with respect to our business combinations and certain other transactions. Any salary or fee in connection with
such engagement may be conditioned upon the completion of such transactions. This financial interest in the completion of such transactions
may influence the advice such entity provides.

 We may engage our Sponsors or an affiliate of our
Sponsors as an advisor or otherwise in connection with our initial business combination and certain other transactions and pay such person
or entity a salary or fee in an amount that constitutes a market standard for comparable transactions. Pursuant to any such engagement,
such person or entity may earn its salary or fee upon closing of the initial business combination. The payment of such salary or fee would
likely be conditioned upon the completion of the initial business combination. Therefore, such persons or entities may have additional
financial interests in the completion of the initial business combination. These financial interests may influence the advice such entity
provides us, which advice would contribute to our decision on whether to pursue a business combination with any particular target.

 We may engage in a business combination with one or more target
businesses that have relationships with entities that may be affiliated with our Sponsors, executive officers, directors or initial shareholders
which may raise potential conflicts of interest.

 In light of the involvement of our Sponsors, executive
officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsors, executive officers,
directors or initial shareholders. Our directors also serve as officers and board members for other entities, including, without limitation,
those described under "Item 10. Directors, Executive Officers and Corporate Governance – Conflicts of Interest." Our
founders, Sponsors, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the
period in which we are seeking an initial business combination. Such entities may compete with us for business combination opportunities.
Our founders, Sponsors, 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 and guidelines for a business
combination as set forth in "Item 1. Business – Effecting Our Initial Business Combination – Evaluation of a Target
Business and Structuring of Our Initial Business Combination" and such transaction was approved by a majority of our independent
and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of
FINRA or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent
accounting 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 Sponsors, executive officers, directors or initial shareholders, 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 not be able to complete an initial business combination
with a U.S. target company if such initial business combination is subject to U.S. foreign investment regulations or review by a U.S.
government entity, such as the Committee on Foreign Investment in the United States ("CFIUS").

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

 Since our Sponsors, 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 acquired
during or may acquire after our IPO), a conflict of interest may arise in determining whether a particular business combination target
is appropriate for our initial business combination.

 On February 2, 2021, an affiliate of our Original Sponsor paid
$25,000, or approximately $0.003 per share, to cover certain of our expenses in consideration of 7,187,500 Class B ordinary shares,
par value $0.0001. On November 8, 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decrease
in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. Such shares were subsequently
transferred to our Original Sponsor in exchange for $25,000, or approximately $0.004 per share. In March 2021, our Original Sponsor transferred
25,000 Class B ordinary shares to each of our independent directors and 100,000 Class B ordinary shares to each of our former
CEO Shmuel Chafets and our Chairman Dr. Gerhard Cromme. In addition, in November 2021, our Original Sponsor transferred 25,000 Class B
ordinary shares to our CFO Heiko Dimmerling. On July 11, 2023, we issued an aggregate of 5,347,415 Class A ordinary shares to
the initial shareholders upon the conversion of an equal number of the Company's Class B ordinary shares held by such initial
shareholders. Prior to the initial investment in the company of $25,000 by the Original Sponsor, the company had no assets, tangible or
intangible. The per share price of the founder shares was determined by dividing the amount contributed to the Company by the number of
founder shares issued. The founder shares will be worthless if we do not complete an initial business combination. In addition, our Original
Sponsor purchased an aggregate of 6,666,667 private placement warrants, each exercisable to purchase one Class A ordinary share at
$11.50 per share, at a price of $1.50 per warrant, or $10,000,000 in the aggregate, in a private placement that closed simultaneously
with the closing of our IPO. In connection with the exercise of the over-allotment option on December 29, 2021, our Original Sponsor
purchased an additional aggregate amount of 397,242 private placement warrants, each exercisable to purchase one Class A ordinary
share at $11.50 per share, at a price of $1.50 per warrant, or $595,863 in the aggregate, in a private placement. In connection and following
the Assignment Agreement, CIIG III has incurred significant fees and expenses.

 If we do not consummate an initial business within
the deadline prescribed in our Articles, the private placement warrants will expire worthless. 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 deadline prescribed in our Articles nears, which is the deadline for our consummation of an initial

 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 following our IPO, 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 our IPO and the sale of the private placement warrants, which will cause us to be solely dependent on a single business,
which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

 After the redemptions of Class A ordinary
shares executed in the context of our July 10, 2024 extraordinary shareholder meeting, as of the date of December 31, 2024, we have
approximately $20,735,124 in the Trust Account that we may use to complete our initial business combination.

 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 (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.

 Our management may not be able to maintain control of a target
business after our initial business combination. Upon the loss of control of a target business, new management may not possess the skills,
qualifications or abilities necessary to profitably operate such business.

 We may structure our initial business combination
so that the post-business combination company in which our public shareholders own shares will own less than 100% of the equity interests
or assets of a target business, but we will only complete such business combination if the post-business combination company owns or acquires
50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient
for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction
that does not meet such criteria. Even if the post-business combination company owns 50% or more of the voting securities of the target,
our shareholders prior to our initial business combination may collectively own a minority interest in the post-business combination company,
depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which
we issue a substantial number of new Class A ordinary shares in exchange for all of the outstanding capital stock, shares or other
equity interests of a target. 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.

 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.

 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 Articles do not provide a specified maximum
redemption threshold and, unlike other similar special purpose acquisition companies, we can redeem our public shares irrespective of
whether such redemption would cause our net tangible assets to be less than $5,000,001. 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 Sponsors, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required
to pay for all Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions
pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the
business combination or redeem any shares, all Class A ordinary shares submitted for redemption will be returned to the holders thereof,
and we instead may search for an alternate business combination.

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

 In order to effectuate a business combination,
blank check companies have, in the recent past, amended various provisions of their charters and governing instruments, including their
warrant agreements. For example, blank check companies have amended the definition of business combination, increased redemption thresholds,
extended the time to consummate an initial business combination and, with respect to their warrants, amended their warrant agreements
to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of
association will require at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of
holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant
agreement will require a vote of holders of at least 65% of the public warrants and, solely with respect to any amendment to the terms
of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 65% of the
number of the then outstanding private placement warrants. In addition, our amended and restated memorandum and articles of association
require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to
our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to
provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination within the deadline prescribed in our Articles,
or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares. To the extent any
of such amendments would be deemed to fundamentally change the nature of any of the securities offered through this registration statement,
we would register, or seek an exemption from registration for, the affected securities.

 The provisions of our amended and restated memorandum and articles
of association that relate to the rights of holders of our Class A ordinary shares (and corresponding provisions of the agreement
governing the release of funds from our Trust Account) may be amended with the approval of a special resolution which requires the approval
of the holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, which is a lower
amendment threshold than that of some other blank check 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.

 Some other blank check companies have a provision
in their charter which prohibits the amendment of certain of its provisions, including those which relate to the rights of a company's
shareholders, without approval by a certain percentage of the company's shareholders. In those companies, amendment of these provisions
typically requires approval by between 90% and 100% of the company's shareholders. Our amended and restated memorandum and articles
of association provide that any of its provisions related to the rights of holders of our Class A ordinary shares (including the
requirement to deposit proceeds of our IPO and the sale of the private placement warrants into the Trust Account and not release such
amounts except in specified circumstances, and to provide redemption rights to public shareholders as described herein) may be amended
if approved by special resolution, meaning holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting
of the company, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended
if approved by holders of at least 65% of our ordinary shares; provided that the provisions of our amended and restated memorandum
and articles of association governing the appointment or removal of directors prior to our initial business combination may only be amended
by a special resolution passed by not less than two-thirds of our ordinary shares who attend and vote at our general meeting which shall
include the affirmative vote of a simple majority of our Class B ordinary shares. Our Sponsors and its permitted transferees, if
any, 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 blank check 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 Sponsors, executive officers and directors
have agreed, pursuant to agreements with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares
the right to have their shares redeemed in connection with our initial business combination or to redeem 100% of our public shares if
we do not complete our initial business combination within the deadline prescribed in our Articles, or (B) with respect to any other
provision relating to the rights of holders of our Class A ordinary shares, unless we provide our public shareholders with the opportunity
to redeem their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to,
or third-party beneficiaries of, these agreements and, as a result, do not have the ability to pursue remedies against our Sponsors, executive
officers or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue
a shareholder derivative action, subject to applicable law.

 We may 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. If we have not consummated our initial business combination within the required time period, our public
shareholders may receive only approximately $11.64 per public share, or less in certain circumstances, on the liquidation of our Trust
Account and our warrants will expire worthless.

 Although we believe that the net proceeds of our
IPO and the sale of the private placement warrants will be sufficient to allow us to complete our initial business combination, because
we have not yet selected any prospective target business we cannot ascertain the capital requirements for any particular transaction.
If the net proceeds of our IPO and the sale of the private placement warrants prove to be insufficient, either because of the size of
our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to redeem
for cash a significant number of shares from shareholders who elect redemption in connection with our initial business combination or
the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek
additional financing (including, for example, under one or more forward purchase agreements that we may enter into) or to abandon the
proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. The current
economic environment may make it difficult for companies to obtain acquisition financing. To the extent that additional financing proves
to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction
or abandon that particular business combination and seek an alternative target business candidate. If we have not consummated our initial
business combination within the required time period, our public shareholders may receive only approximately $11.64 per public share,
or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. In addition, even if
we do not need additional financing to complete our initial business combination, we may require such financing to fund the operations
or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development
or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to us in connection
with or after our initial business combination.

 Our Sponsors 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.

 As of the date of this Annual Report, our Sponsors
owned 5,047,415 Class A ordinary shares and 25,000 Class B ordinary shares. Accordingly, they may exert a substantial influence
on actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated
memorandum and articles of association. If our Sponsors purchase any units or any Class A ordinary shares in the open market or in
privately-negotiated transactions, this would increase its control. Neither of our Sponsors nor, to our knowledge, any of our officers
or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report. Factors that
would be considered in making such additional purchases would include consideration of the current trading price of our Class A ordinary
shares. In addition, our board of directors, whose members were appointed by our Original Sponsor, is divided into three classes, each
of which generally serves for a term of three years with only one class of directors being appointed in each year. If there is an annual
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 Sponsors, because of their ownership position, will control the outcome, as only holders of our Class B ordinary
shares will have the right to vote on the appointment of directors and to remove directors prior to our initial business combination.
Accordingly, our Sponsors will continue to exert control at least until the completion of our initial business combination. In addition,
we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our Original
Sponsor.

 We may amend the terms of the warrants in a manner that may be
adverse to holders of public warrants with the approval by the holders of at least 65% of the then-outstanding public warrants. As a result,
the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class A ordinary
shares purchasable upon exercise of a warrant could be decreased, all without your approval.

 Our warrants have been issued in registered form
under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement
provides that the terms of the warrants may be amended without the consent of any holder for the purpose of (i) curing any ambiguity
or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and
the warrant agreement set forth in Exhibit 4.1 "Description of Securities", or defective provision (ii) amending the
provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding
or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant agreement
may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the warrants,
provided that the approval by the holders of at least 65% of the then-outstanding public warrants is required to make any change that
adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants
in a manner adverse to a holder if holders of at least 65% of the then-outstanding public warrants approve of such amendment and, solely
with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to
the private placement warrants, 65% of the number of the then outstanding private placement warrants. Although our ability to amend the
terms of the public warrants with the consent of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments
could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise
period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant.

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

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

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

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

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

 Unlike most blank check companies, if (i) we
issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at a Newly Issued Price (as defined in out warrant agreement) of less than $9.20 per ordinary share,
(ii) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon,
available for the funding of our initial business combination on the date of the consummation of our initial business combination (net
of redemptions), and (iii) the Market Value (as defined in out warrant agreement) is below $9.20 per share, then the exercise price
of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per
share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly
Issued Price. This may make it more difficult for us to consummate an initial business combination with a target business.

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

 We have the ability to redeem the outstanding
public warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided
that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number
of shares issuable upon exercise or the exercise price of a warrant for any 20 trading days within a 30 trading-day period ending on the
third trading day prior to proper notice of such redemption and provided that certain other conditions are met. If and when the
warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities
for sale under all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are
otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you to (i) exercise your warrants and
pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your warrants at the then-current
market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption price which, at the time
the outstanding warrants are called for redemption, we expect would be substantially less than the market value of your warrants. None
of the private placement warrants will be redeemable by us.

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

 We issued warrants to purchase 7,163,219 of our
Class A ordinary shares as part of the units offered in our IPO. Simultaneously with the closing of our IPO, we issued an aggregate
of 7,063,909 private placement warrants, at a price of $1.50 per warrant. In addition, if the Sponsors, its affiliates or a member of
our management team makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 1,000,000
private placement warrants, at the price of $1.50 per warrant. Furthermore, as of the date of this Annual Report, we have loaned in aggregate
$ 975,000 from our Original Sponsor or its affiliates or designees in connection with various
extensions of our Business Combination deadline, as described elsewhere in this Annual Report. All these amounts amount may be converted
into warrants, at the price of $1.50 per warrant, unless otherwise waived. We may also issue Class A ordinary shares in connection
with our redemption of our warrants.

 To the extent we issue ordinary shares for any
reason, including to effectuate a business combination, the potential for the issuance of a substantial number of additional Class A
ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business.

 Such warrants, when exercised, will increase the
number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete
the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost
of acquiring the target business.

 Because each unit contains one-third of one redeemable warrant
and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.

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

 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 a proxy statement
with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial
statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer
documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in
accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international
financial reporting standards as issued by the International Accounting Standards Board, or IFRS, depending on the circumstances and the
historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight
Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire
because some targets may be unable to provide such 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 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 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 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 exceeds
$250 million as of the prior June 30, or (2) our annual revenues exceeded $100 million during such completed fiscal
year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior June 30. To the extent
we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies
difficult or impossible.

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

 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,
2022. 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 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 acquisition.

 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 executive officers, or enforce judgments obtained in the United States courts against our directors or officers.

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

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

 There can be no assurance that we will not be subject to a U.S.
Excise Tax in connection with redemptions of our Class A Ordinary Shares in certain circumstances.

 Section 4501 of the U.S. Internal Revenue Code generally
imposes a 1% U.S. federal excise tax (the "Excise Tax") on certain repurchases of stock by "covered corporations"
(which include publicly traded domestic (i.e., U.S.) corporations and certain domestic subsidiaries of publicly traded foreign (i.e.,
non-U.S.) corporations). The Excise Tax is imposed on the repurchasing corporation itself, not its stockholders from which the stock is
repurchased. The amount of the Excise Tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase.
However, for purposes of calculating the Excise Tax, repurchasing corporations are permitted to net the fair market value of certain new
stock issuances against the fair market value of stock repurchases during the same taxable year (the "netting rule"). In addition,
certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the "Treasury") has authority to provide
regulations and other guidance to carry out, and prevent the abuse or avoidance of the Excise Tax. On April 12, 2024, the Treasury
published proposed Treasury Regulations clarifying many aspects of the Excise Tax, including that where a non-U.S. corporation transfers
its assets or is treated as transferring its assets to a U.S. corporation in a reorganization under Section 368(a)(1)(F) of
the Internal Revenue Code of 1986, as amended, the corporation is not treated as a U.S. corporation until the day after the
reorganization.

 The interpretation and operation of certain other aspects of the Excise
Tax remain unclear. Although these proposed Treasury Regulations are not final, taxpayers generally may rely on them until final Treasury
regulations are issued. However, there can be no assurance that final Treasury Regulations will not adversely affect the accuracy of the
below description of the Excise Tax considerations that may be applicable.

 If we were to be treated as a covered corporation
for purposes of the redemption of Public Shares in connection with a Business Combination or otherwise, whether and to what extent we
would be subject to the Excise Tax on a redemption of Public Shares would depend on a number of factors, including (i) whether the
redemption is treated as a repurchase of stock for purposes of the Excise Tax, (ii) the fair market value of the redemption treated
as a repurchase of stock, (iii) the nature and amount of stock to be issued in connection with the Business Combination or any other
equity issuances (whether in connection with the Business Combination or otherwise) issued within the same taxable year of a redemption
treated as a repurchase of stock, and (iv) the content of forthcoming final and additional proposed Treasury Regulations and other
guidance from the Treasury.

 As noted above, the Excise Tax would be payable by the repurchasing
corporation, and not by the redeeming holder. If we were to be treated as a covered corporation for purposes of the redemption of Public
Shares in connection with the Business Combination or otherwise, the per-share redemption amount payable from the Trust Account (including
any interest earned on the funds held in the Trust Account) to Public Shareholders in connection with a redemption of Public Shares is
not expected to be reduced by any Excise Tax imposed on us. The imposition of the Excise Tax on us could, however, cause a reduction in
the cash available on hand to complete the Business Combination and may affect our ability to complete any business combination or fund
future operations.

 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 contains 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, the ability of the board of directors to designate the terms of and
issue new series of preference shares, and the fact that prior to the completion of our initial business combination only holders of our
Class B ordinary shares, which are held by our Sponsors, are entitled to vote on the appointment of directors, which may make more
difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing
market prices for 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 business operations or 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.

 Increases in inflation in the United States and elsewhere could
make it more difficult for us to complete our initial business combination.

 Increases in inflation in the United States and
elsewhere may lead to increased price volatility for publicly traded securities, including ours, or other national, regional or international
economic disruptions, any of which could make it more difficult for us to complete our initial business combination.

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

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

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

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

 we have a nominating and corporate governance committee of our board of directors that is comprised entirely of independent directors with a written charter addressing the committee's purpose and responsibilities.

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

 Risk Associated with Acquiring and Operating a Business in Foreign
Countries

 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 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. Many of the resources relevant to our investment thesis are located
in markets outside the United States, which entail considerable risks.

 If we effect our initial business combination
with such a company or otherwise operate outside the United States, particularly in emerging markets, 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;

 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, including as a result of the current conflict between Russia and Ukraine;

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

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

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

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

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

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

 We may reincorporate in another jurisdiction in connection with
our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements 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 SEC, 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 seeking a business combination target.

 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.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity

 We are a special purpose acquisition company with
no business operations. Since our IPO, our sole business activity has been identifying and evaluating prospective acquisition 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. Our board of directors is generally responsible for the oversight of risks from
cybersecurity threats, if any. We have not encountered any cybersecurity incidents since our IPO.

 Item 2. Properties

 We currently utilize office space at PO Box 10176,
Governor's Square, 23 Lime Tree Bay Avenue, Grand Cayman, KY1-1002, Cayman Islands. The cost for our use of this space is $8,000
per calendar year, payable to Zedra Trust Company (Cayman) Limited pursuant to the License to Occupy dated February 9, 2023. We
consider our current office space adequate for our current operations.

 Item 3. Legal Proceedings

 On February 21, 2025, we commenced litigation
in the Delaware Court of Chancery (the "Chancery Court") C.A. No. 2025-0191-BWD against VenHub seeking a temporary restraining
order to enjoin VenHub from terminating and taking any action contrary to the terms of the Business Combination Agreement and specific
performance compelling VenHub to comply with the terms of the Business Combination Agreement. On March 12, 2025, the Chancery Court granted
our request for a temporary restraining order enjoining VenHub from terminating the Business Combination Agreement during
the pendency of the action. This is not a final decision on the merits of the case, but rather an order to ensure irrevocable actions
do not take place before the Chancery Court renders a final decision on the merits. As a result of the temporary restraining order, the
Business Combination Agreement remains in full force and effect.

 On March 12, 2025, the Chancery Court also granted our request to expedite the proceedings and scheduled trial for May 2025. On March
28, 2025 the Court entered a Stipulation and Order Governing Case Schedule and scheduled a Pre-Trial Conference for May 14, 2025. On April
4, 2025, the parties signed a Settlement Term Sheet agreeing to a settlement in principle of the litigation. On April 7, 2025, the parties
notified the Court that they had reached a settlement in principle and the Court, at the parties' request, struck all pending deadlines
and the trial date. As a result, the litigation remains pending but is stayed while the parties finalize the settlement. If the parties
are unable to agree on final settlement documentation, the litigation would resume pursuant to a new schedule and trial date.

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

 Item 4. Mine Safety Disclosures

 Not applicable.

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

 (a) Market Information

 Until December 17, 2024, TGAA's Units,
Public Shares and Public Warrants were traded on Nasdaq under the symbols "TGAAU", "TGAA" and "TGAAW",
respectively. TGAA's Units, Public Shares and Public Warrants are currently quoted on the OTC Pink Market operated by OTC Markets
Group Inc. ("OTCPK") under the symbols "TGAUF," "TGAAF," and "TGAWF," respectively.

 (b) Holders

 On April 16, 2025, there was one holder of record
of our units, nine holders of record of our Class A ordinary shares, two holders of record of our Class B ordinary shares and
two holders of record of our warrants.

 (c) Dividends

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

 (d) Securities Authorized for Issuance Under Equity Compensation
Plans

 None.

 (e) Performance Graph

 Not applicable.

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

 Unregistered Sales

 On February 2, 2021, an affiliate of our Original
Sponsor, paid $25,000, or approximately $0.003 per share, to cover certain of our expenses in consideration for 7,187,500 Class B
ordinary shares, par value $0.0001. On November 8, 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting
in a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. Such shares were
subsequently transferred to our Original Sponsor in exchange for $25,000, or approximately $0.004 per share. In March 2021, our Original
Sponsor transferred 25,000 Class B ordinary shares to each of our independent directors and 100,000 Class B ordinary shares
to each of our former CEO Shmuel Chafets and our Chairman Dr. Gerhard Cromme. In addition, in November 2021, our Original Sponsor
transferred 25,000 Class B ordinary shares to our CFO Heiko Dimmerling. On July 11, 2023, we issued an aggregate of 5,347,415
Class A ordinary shares to the initial shareholders upon the conversion of an equal number of the Company's Class B ordinary
shares held by such initial shareholders. On November 29, 2023, pursuant to a securities exchange agreement between our Original
Sponsor and the Director, our Original Sponsor assigned and transferred to the Director 25,000 of our Class A ordinary shares in
exchange for the simultaneous transfer and assignment to our Original Sponsor by the Director of 25,000 Class B ordinary shares of
the Company. As a result, our Sponsors now owns 5,047,415 Class A ordinary shares and 25,000 of our Class B ordinary shares.
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.

 The founder shares will automatically convert into
Class A ordinary shares (which such Class A ordinary shares delivered upon conversion will not have any redemption rights or
be entitled to liquidating distributions from the Trust Account if we fail to consummate an initial business combination) at the time
of our initial business combination or earlier at the option of the holders thereof at a ratio such that the number of Class A ordinary
shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, 20% of the sum of (i) the
total number of ordinary shares issued and outstanding upon completion of our IPO, plus (ii) the total number of Class A ordinary
shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued,
by us in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary shares
or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued, to
any seller in the initial business combination and any private placement warrants issued to our Original Sponsor, any of its affiliates
or any members of our management team upon conversion of working capital loans and extension loans. In no event will the Class B
ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly
structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares
to be outstanding prior to the initial business combination.

 Simultaneously with the consummation of our IPO
and full exercise of the over-allotment option by the underwriters, our Original Sponsor purchased 6,666,667 private placement warrants
at a price of $1.50 per warrant in a private placement that generated gross proceeds of $10,000,000. Following the completion of our IPO,
the underwriters exercised their over-allotment option and our Original Sponsor purchased an additional 397,242 private placement warrants
at a price of $1.50 per warrant in a private placement. Each private placement warrant is exercisable for one Class A ordinary share
at a price of $11.50 per share.

 The proceeds from the sale of the private placement
warrants were added to the net proceeds from the IPO held in the Trust Account. If we do not complete a business combination within the
deadline prescribed by our Articles, the private placement warrants will expire worthless. The private placement warrants are non-redeemable
and exercisable on a cashless basis so long as they are held by our Original Sponsor or its permitted transferees. The sale of the private
placement warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 Use of Proceeds

 On December 9, 2021, we consummated our IPO
of 20,000,000 units at $10.00 per unit and the sale of 6,666,667 private placement warrants at a price of $1.50 per private placement
warrants in a private placement to our Original Sponsor that closed simultaneously with our IPO.

 On December 29, 2021, the underwriters exercised
their over-allotment option and purchased an additional 1,489,658 over-allotment units at an offering price of $10.00 per unit, generating
aggregate additional gross proceeds of $14,896,580. Substantially concurrently with the exercise of the over-allotment option, we completed
the private sale of 397,242 additional private placement warrants to our Original Sponsor at a purchase price of $1.50 per private placement
warrant, generating gross proceeds to the Company of $595,863.

 Following the closing of our IPO on December 9,
2021, and subsequent close of the over-allotment option exercise on December 29, 2021, a total of $219,194,512, comprised of $219,194,512
of the net proceeds from the IPO, including $7,521,380 of the underwriters' deferred discount, and $10,595,863 of the proceeds of
the sale of the Private Placement Warrants, was placed in a U.S.-based Trust Account at J.P. Morgan Chase Bank, N.A., maintained by Continental
Stock Transfer & Trust Company, acting as trustee.

 There has been no material change in the planned
use of proceeds from such use as described in our IPO prospectus.

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

 None.

 Item 6. [Reserved]

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

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS

 The following discussion and analysis of our
financial condition and results of operations should be read in conjunction with the consolidated financial statements and the notes
thereto contained elsewhere in this Annual Report. Certain information contained in the discussion and analysis set forth below includes
forward-looking statements that involve risks and uncertainties.

 Cautionary Note Regarding Forward-Looking Statements

 All statements other than statements of historical
fact included in this Annual Report on Form 10-K including, without limitation, statements under "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations" regarding our financial position, business strategy and the plans
and objectives of management for future operations, are forward looking statements. When used in this Annual Report on Form 10-K, words
such as "may," "should," "could," "would," "expect," "plan," "anticipate,"
"believe," "estimate," "continue," or the negative of such terms or other similar expressions, as
they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of
management, as well as assumptions made by, and information currently available to, our management. No assurance can be given that results
in any forward-looking statement will be achieved and actual results could be affected by one or more factors, which could cause them
to differ materially. The cautionary statements made in this Annual Report should be read as being applicable to all forward-looking statements
whenever they appear in this Annual Report on Form 10-K. For these statements, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act. Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors, including but not limited to, those detailed in our filings with the Securities
and Exchange Commission. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph.

 Overview

 We are a blank check company incorporated on February 2,
2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses or entities (the "Business Combination").

 Our Original Sponsor is Target Global Sponsor Ltd.,
a Cayman Islands company limited by shares. The registration statement for our IPO was declared effective on December 8, 2021. On
December 13, 2021, we commenced our IPO of 20,000,000 units at $10.00 per unit. Transaction costs related to the IPO amounted to
$12,535,264 consisting of $4,000,000 of underwriting commissions, $7,000,000 of deferred underwriting commissions (including the portion
of the deferred underwriting commission subsequently waived by BofA on January 10, 2023), $510,000 in value of the over-allotment
option, and $1,025,264 of other offering costs. Simultaneously with the consummation of the IPO, we consummated the private placement
of 6,666,667 Private Placement Warrants to the Original Sponsor, at a price of $1.50 per Private Placement Warrant in a private placement.
The sale of the Private Placement Warrants in connection with the IPO generated gross proceeds of $10,000,000. On December 29, 2021,
the underwriters partially exercised their over-allotment option, resulting in an additional 1,489,658 Units issued for gross proceeds
of $14,896,580.

 Following the closing of the IPO on December 13,
2021, and the subsequent close of the partial over-allotment option on December 29, 2021, a total of $219,194,512 from the net proceeds
of the sale of the Units in the IPO and over-allotment and the sale of the Private Placement Warrants was deposited into the Trust Account.
On November 24, 2023, we instructed Continental to maintain the funds in the Trust Account in cash in an interest-bearing demand
deposit account at a bank until the earlier of the consummation of our Business Combination or the liquidation of our Company. Except
with respect to interest earned on the funds held in the Trust Account that may be released to us to pay income taxes, if any, the proceeds
from the IPO and the sale of the Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the
completion of the initial Business Combination, (ii) the redemption of our public shares if we are unable to complete the initial
Business Combination by deadline prescribed in the our Articles, subject to applicable law, or (iii) the redemption of our public
shares properly submitted in connection with a shareholder vote to amend our amended and restated memorandum and articles of association
to (A) modify the substance or timing of our obligation to allow redemption in connection with the initial Business Combination or
to redeem 100% of its public shares if we have not consummated an initial Business Combination by the deadline prescribed in our Articles
or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial Business Combination activity.
The proceeds deposited in the Trust Account could become subject to the claims of our creditors, if any, which could have priority over
the claims of our public shareholders.

 We initially had 18 months from the closing of
the IPO, until June 13, 2023 (or up to 24 months from the closing of our IPO if we extended the period of time to consummate a Business
Combination, subject to our Original Sponsor depositing additional funds in our Trust Account) to complete an initial Business Combination.

 On June 2, 2023, we amended our Articles
to extend the date by which we have to consummate an initial Business Combination from June 13, 2023 to September 13, 2023 and
to allow the Company to elect to further extend the Termination Date on a monthly basis for up to six times by an additional one month
each time after September 13, 2023, until March 13, 2024, unless the closing of an initial Business Combination shall have occurred
prior thereto. In connection with such extension, we also amended the Trust Agreement to align the date on which Continental must commence
liquidation of the Trust Account to the dates stipulated in our revised Articles. In connection with such extension, we also amended the
Trust Agreement to align the date on which Continental must commence liquidation of the Trust Account to the dates stipulated in our revised
Articles. In connection with this extension, stockholders holding 16,994,128 shares of the Company's Class A ordinary shares
issued in the Company's IPO exercised their right to redeem such shares for a pro rata portion of the funds in the Company's
Trust Account. As a result, $178,982,472 (approximately $10.53 per share) was removed from the Company's Trust Account to pay such
holders.

 In addition, the Original Sponsor, its affiliates
and designees agreed to deposit into the Trust Account as a loan (a "June 2023 EGM Contribution," and the Original Sponsor,
its affiliate or designee making such June 2023 EGM Contribution, a "Contributor") (i) on June 14, 2023, with respect
to the extension to September 13, 2023, an amount equal to the lesser of (x) $270,000 or (y) $0.084 per public share multiplied by
the number of public shares outstanding, and (ii) one business day following the public announcement by the Company disclosing that
the Company's board of directors has determined to extend the date by which the Company must consummate an initial Business Combination
for an additional month, with respect to the extension to each such additional month, an amount equal to the lesser of (x) $90,000 or
(y) $0.028 per public share multiplied by the number of public shares outstanding, with the maximum aggregate amount of June 2023 EGM
Contributions being $810,000. It was further agreed that the June 2023 EGM Contributions will be evidenced by the June 2023 EGM Contribution Note
and will be repayable by the Company upon the Maturity Date.

 Following the first amendment to the Company's
Articles, the Company's board of directors, upon request of the Original Sponsor, elected to extend the Termination Date four times
by an additional one month each time, from September 13, 2023 until January 13, 2024. In connection with these extensions, the
Contributor deposited $90,000 into the Trust Account for each such monthly extension, each as a June 2023 EGM Contribution.

 The June 2023 EGM Contribution Note may be converted
into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold concurrently
with the IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at a price of $1.50 per warrant
at the option of the Contributor. The conversion feature included in the June 2023 EGM Contribution Note does not meet the definition
of a derivative instrument.

 On December 15, 2023, we amended our Articles
once again to extend the date by which we have to consummate an initial Business Combination from January 13, 2024 to July 8,
2024 and to allow the Company to elect to further extend the Termination Date on a monthly basis for up to seven times by an additional
one month each time after May 8, 2024, until December 8, 2024, unless the closing of an initial Business Combination shall have
occurred prior thereto. In connection with such Second Extension, we entered into another amendment to the Trust Agreement to align the
date on which Continental must commence liquidation of the Trust Account to the dates stipulated in our revised Articles.

 In connection with this extension, shareholders
holding 561,310 shares of the Company's Class A ordinary shares issued in the Company's IPO exercised their right to
redeem their shares such shares for a pro rata portion of the funds in the Company's Trust Account. As a result $6,182,365.63 (approximately
$11.01 per share) was removed from the Trust Account to pay such holders.

 In connection with the Second Extension, the Contributor agreed to
deposit into the Trust Account a December 2023 EGM Contribution (i) on or before January 13, 2024, with respect to the extension
to May 8, 2024, an amount equal to $345,000, and (ii) one business day following the public announcement by the Company disclosing
that the Company's board of directors has determined to extend the date by which the Company must consummate an initial Business
Combination for an additional month, with respect to the extension to each such Additional Articles Extension Date, an amount equal to
$90,000, with the maximum aggregate amount of December 2023 EGM Contributions being $975,000. It was further agreed that the December
2023 EGM Contributions will be evidenced by a December 2023 EGM Contribution Note and will be repayable by the Company upon
the completion of Business Combination. On January 11, 2024, in connection with the Second Extension, the Contributor deposited $345,000
into the Trust Account as a December 2023 EGM Contribution. Further, $185,806 was deposited in the Trust Account through July 10, 2024
by the Sponsors.

 The December 2023 EGM Contribution Note may be
converted into warrants of the post-business combination entity, which shall have terms identical to the Private Placement Warrants sold
concurrently with the IPO, each exercisable for one Class A ordinary share at a purchase price of $11.50 per share, at a price of
$1.50 per warrant at the option of the Contributor. The conversion feature included in the December 2023 Contribution Note does not
meet the definition of a derivative instrument.

 On May 31, 2024, Shmuel Chafets informed the Company
of his decision to resign as Chief Executive Officer ("CEO") of the Company, effective immediately. Also on May 31, 2024,
the board of directors of the Company appointed Mr. Michael Minnick as CEO of the Company, effective immediately.

 Additionally, in connection with this appointment,
Mr. Minnick entered into an indemnity agreement and an insider letter (the "Purchaser Insider Letter") with the Company. CIIG
III entered into an identical Purchaser Insider Letter. The indemnity agreement and Purchaser Insider Letter are similar to the indemnity
agreements and insider letters that the directors and officers of the Company entered into at the time of the Company's initial
public offering provided however the Lock-Up period definition in the Purchaser Insider Letter was amended with the consent of the Company
and the other parties in accordance with the terms of the insider letter.

 On May 31, 2024, CIIG III entered into a Securities
Assignment Agreement (the "Assignment Agreement"), by and between the Original Sponsor, the Company and CIIG III, whereby
the Original Sponsor sold, transferred and assigned 3,533,191 Class A ordinary shares of the Company and 17,500 Class B ordinary shares
of the Company to CIIG III. In connection with entry into the Assignment Agreement, CIIG III entered into a Purchaser Insider Letter and
a joinder agreement to the Registration and Shareholder Rights Agreement, as amended, entered into by the Original Sponsor in connection
with the Company's initial public offering. In connection with the Purchaser Insider Letter, the Company, Original Sponsor and other
parties to the IPO Insider Letter executed a waiver and amendment modifying section 9(a) of the Lockup Period definition and the Original
Sponsor and each Insider agreed to vote any ordinary shares owned by them in favor of any amendment to modify or extend the time to complete
a proposed Business Combination in favor of such related proposals recommended by the Board of Directors. Additionally, the Company and
the Original Sponsor and other signatories thereto executed an amendment to the Registration and Shareholder Rights Agreement to amend
the definition of "Founder Shares Lock-up Period" in the agreement.

 On May 31, 2024, the Company entered into a non-binding
Letter of Intent to consummate a Business Combination with a prospective target in the robotics industry utilizing artificial intelligence
technology which the Company believes is a compelling investment opportunity. The Company is currently in negotiations with the Prospective
Target and the execution of a business combination agreement is subject to several conditions, including the completion of due diligence
and the negotiation and preparation of documentation.

 On July 10, 2024, the Company amended the Articles
once again to extend the date by which the Company must consummate an initial Business Combination from July 8, 2024 to December 9, 2024
(the "Articles Extension Date") and to allow the Company, without another shareholder vote, to elect to further extend the
Termination Date, if the Company has by the Articles Extension Date entered into a letter of intent or definitive binding agreement to
consummate a Business Combination, on a monthly basis for up to six times by an additional one month each time after the Articles Extension
Date, by resolution of the Company's board of directors, and upon one calendar days' advance notice prior to the applicable
Termination Date, until June 9, 2025 unless the closing of an initial Business Combination shall have occurred prior thereto. In connection
with such Third Extension, we entered into another amendment to the Trust Agreement to align the date on which Continental must commence
liquidation of the Trust Account to the dates stipulated in our revised Articles.

 In addition, in connection with such Third Extension,
the holders of 2,153,204 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption
price of approximately $11.43 per share. As a result, an amount of $24,603,697 was removed from the Trust Account to redeem such shares
and 7,128,431 Class A ordinary shares of the Company remained outstanding after the redemption was effected. Upon payment of the redemptions,
$20,350,872 remained in the Trust Account.

 As of December 31, 2024 and 2023, the total of
June and December 2023 and as well as July 2024 EGM Contributions into the Trust Account was $1,160,821 and $630,015, respectively.

 On December 2, 2024, the Company, entered into
an Agreement and Plan of Merger, by and among the Company, Vital Merger Sub 1 Corp., a wholly-owned Delaware corporation of the Company,
Vital Merger Sub 2 LLC, a wholly-owned Delaware limited liability company of the Company, and VenHub Global, Inc., a Delaware corporation
(the "VenHub Business Combination Agreement").

 For a full description of the VenHub Business Combination
Agreement and the proposed VenHub Business Combination, please see Item 1. "Business".

 If we have not consummated an initial Business
Combination within the deadline prescribed in our Articles, we will: (i) cease all operations except for the purpose of winding up;
(ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to us to pay our income taxes, if any divided by the number of the then-outstanding public
shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive
further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of our remaining shareholders and board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii),
to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will
be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate
a Business Combination within the deadline prescribed in the Company's Articles.

 Liquidity, Capital Resources and Going Concern

 As of December 31, 2024, we had cash outside
the Trust Account of $6,239, available for working capital needs, and working capital deficit of $5,100,449. Until consummation of our
Business Combination, we will be using the funds held outside the Trust Account, and any additional Working Capital Loans from the initial
shareholders, our officers and directors, or their respective affiliates, or other third parties, for identifying and evaluating prospective
acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants
or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses,
selecting the target business to acquire and structuring, negotiating and consummating the Business Combination.

 Our liquidity needs up to December 31, 2024 had been satisfied
through a payment from the Original Sponsor of $25,000 for the Founder Shares to cover certain offering costs and the loan under unsecured
promissory notes from the Original Sponsor of up to $2,038,250. As of December 31, 2024, the amounts under these notes were fully
drawn and outstanding. In addition, our Original Sponsor deposited $1,065,015 into the Trust Account in connection with our Second Extension
and our Sponsor deposited $95,807 into the Trust Account prior to and concurrently with the approval of the Third Extension.

 In addition, in order to finance transaction costs
in connection with a Business Combination, the Original Sponsor, initial shareholders, officers, directors or their affiliates may, but
are not obligated to, provide us Working Capital Loans. As of December 31, 2024, there were no amounts outstanding under any Working
Capital Loans.

 If we are unable to complete a business combination
within the deadline prescribed in our Articles, we will redeem 100% of the outstanding public shares for a pro rata portion of the funds
held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held
in the Trust Account and not previously released to us to pay our taxes, if any, divided by the number of then outstanding public shares,
subject to applicable law and as further described in our registration statement, and then seek to dissolve and liquidate. In connection
with the our assessment of going concern considerations in accordance with the authoritative guidance FASB Accounting Standards Update
("ASU") Topic 2014-15, "Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern",
our management has determined that potential liquidity and capital shortage as described above and a mandatory liquidation, and subsequent
dissolution, should we be unable to complete a business combination, raise substantial doubt about our ability to continue as a going
concern. No adjustments have been made to the carrying amounts of assets or liabilities that might be necessary if we are unable to continue
as a going concern.

 Risks and Uncertainties and Factors That May Adversely Affect our
Results of Operations

 Our management is currently evaluating the impact
of the current global economic uncertainty including as a result of high inflation, rising interest rates, supply chain disruptions, the
Israel-Hamas conflict, the Russia-Ukraine war (including the impact of any sanctions imposed in response thereto) and has concluded that
while it is reasonably possible that any of these could have a negative effect on our financial position, results of operations and/or
search for a target company, the specific impact is not readily determinable as of the date of this Annual Report. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty. We cannot at this time fully predict the likelihood
of one or more of the above events, their duration or magnitude or the extent to which they may negatively impact our business and our
ability to complete an initial Business Combination.

 Results of Operations

 As of December 31, 2024, we had not commenced
any operations. All activity for the period from February 2, 2021 (inception) through December 31, 2024 relates to our formation
and the IPO. We have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues
until after the completion of our initial Business Combination, at the earliest. We generate non-operating income in the form of interest
income on investment held in Trust Account from the proceeds derived from the IPO. We expect to incur increased 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 year ended December 31, 2024, we had
net loss of $4,912,112, which consisted of income from cash held in the Trust Account and operating account of approximately $1,388,409
and recovery of previously incurred costs of $476,574, offset by general and administrative expenses of approximately $3,963,546 and finance
cost of $2,813,549.

 For the year ended December 31, 2023, we had
net income of $3,558,718, which consisted of income from cash and investments held in the Trust Account and operating account of approximately
$5,719,743, offset by general and administrative expenses of approximately $2,161,025.

 Contractual Obligations

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

 Office Space, Secretarial and Administrative Services

 Commencing on December 9, 2021, through the
earlier of consummation our initial Business Combination and the liquidation, we agreed to pay the Sponsor a total of $10,000 per month
for office space, utilities, secretarial and administrative support and to reimburse the Sponsor for any out-of-pocket expenses related
to identifying, investigating and completing an initial Business Combination. The Company incurred $50,000 and $120,000 of administrative
support fees for the year ended December 31, 2024 and 2023, respectively. According to the terms of the Assignment Agreement the administrative
services agreement was terminated and the amount of the administrative fees previously incurred by the Company and outstanding was reduced
to the amount of $247,419 which is included in the amount due to related party in the Company's balance sheet as of December 31,
2024, and which is expected to be paid at the completion of Business Combination.

 Registration Rights

 The holders of the Founder Shares, Private Placement
Warrants, Class A ordinary shares underlying the Private Placement Warrants and any warrants that may be issued upon conversion of
Working Capital Loans and extension loans (and any Class A ordinary shares issuable upon the exercise of the Private Placement Warrants
and warrants that may be issued upon conversion of Working Capital Loans and extension loans) are entitled to registration rights pursuant
to a registration and shareholder rights agreement. The holders of these securities are entitled to make up to three demands, excluding
short form demands, that we register such securities. In addition, the holders have certain "piggy-back" registration rights
with respect to registration statements filed subsequent to our completion of the initial Business Combination. We will bear the expenses
incurred in connection with the filing of any such registration statements.

 Underwriting Agreement

 The underwriters had a 45-day option from the
date of the IPO to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. On December 29, 2021, the underwriters
partially exercised their over-allotment option, resulting in an additional 1,489,658 Units issued for gross proceeds of $14,598,648.

 The underwriters were paid underwriting commissions
of $0.20 per unit, or $4,000,000 in aggregate, upon the closing of the IPO. Following the exercise of the underwriters' over-allotment
option on December 29, 2021, the underwriters earned an additional $297,932 for an aggregate of $4,297,932 in underwriting commissions
related to the IPO and over-allotment.

 In addition, $7,000,000 was payable to the underwriters
for deferred underwriting commissions (including the portion of the deferred underwriting commissions subsequently waived by BofA on January 10,
2023). Following the exercise of the underwriters' over-allotment option on December 29, 2021, the underwriters earned an additional
$521,380 for an aggregate of $7,521,380 in deferred underwriting commissions related to the IPO and over-allotment (including the portion
of the deferred underwriting commission subsequently waived by BofA). On January 10, 2023, BofA executed a waiver letter confirming
BofA's resignation and waiver of its entitlement to the payment of deferred underwriting commission in the amount of $3,760,690.
On May 29, 2024, UBS executed a waiver letter confirming UBS's resignation and waiver of its entitlement to the payment of deferred
underwriting commission in the amount of $3,760,690.

 Critical Accounting Estimates

 The preparation of audited financial statements
and related disclosures in conformity with GAAP 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. Making estimates requires Management to exercise significant judgement. It is at least reasonably possible
that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements,
which Management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly,
the actual results could materially differ from those estimates.

 Management considers an accounting estimate to
be critical if (i) the accounting estimate requires to make assumptions about matters that were highly uncertain at the time when the
accounting estimate was made; and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different
estimates that we reasonably could have used in the current period, would have a material amount on our financial condition or results
of operations. There are items in our financial statements that require estimation but are not deemed to be critical, as defined above.

 Critical Accounting Policies

 Offering Costs Associated with IPO

 Deferred offering costs consist of underwriting,
legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. We comply with the
requirements of the ASC 340-10-S99-1. Offering costs are allocated ratably with the redeemable and non-redeemable shares they are allocated
to. Upon closing of the IPO on December 13, 2021, offering costs associated with warrant liabilities are expensed, and offering costs
associated with the Class A ordinary shares are charged to temporary equity. We incurred offering costs amounting to $12,964,576
as a result of the IPO consisting of $4,297,932 of underwriting commissions, $7,521,380 of deferred underwriting commissions which were
waived by both underwriters), and $1,145,264 of other offering costs.

 Ordinary Shares Subject to Possible Redemption

 We account for ordinary shares subject to possible
redemption in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject
to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary
shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, ordinary
shares are classified as shareholders' deficit. Our Class A ordinary shares feature certain redemption rights that are considered
to be outside of our control and subject to the occurrence of uncertain future events. Accordingly, 1,781,016 and 3,934,220 Class A
ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders'
deficit section of our balance sheets as of December 31, 2024 and 2023, respectively.

 We recognize changes in redemption value immediately
as they occur and adjusts the carrying value of Class A ordinary shares to equal the redemption value at the end of each reporting
period. Increases or decreases in the carrying amount of redeemable ordinary shares are affected by charges against additional paid in
capital and accumulated deficit.

 Net (Loss) Income Per Ordinary Share

 Net (loss) income per ordinary share is computed
by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares
subject to forfeiture by the Sponsor. We did not have any dilutive securities and other contracts that could, potentially, be exercised
or converted into ordinary shares and then share in our earnings for the year ended December 31, 2024 and 2023. As a result, diluted (loss)
income per ordinary share is the same as basic (loss) income per share for the period presented.

 Recent 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 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. The Company adopted this standard as of December 31, 2024.

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

 Off-Balance Sheet Arrangements

 As of December 31, 2024 and 2023, we did not
have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

 Emerging Growth Company Status

 We are an "emerging growth company"
as defined in Section 2(a) of the Securities Act of 1933, as amended, (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, 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.

 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 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, us, 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.

 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 incorporated 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 and procedures
are controls and other procedures that are designed to ensure that information required to be disclosed in our reports 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 not effective, considering the following material weaknesses that were identified at September 30, 2024, and remained
not remediated at December 31, 2024:

 Completeness of operating expenses and accruals,
including legal fees, as well as completeness and accuracy of transactions with the related parties.

 Management's Report on Internal Controls Over Financial Reporting

 As required by SEC rules and regulations implementing
Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over
financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with GAAP. Our internal
control over financial reporting includes those policies and procedures that:

 (1)
 pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

 (2)
 provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts
and expenditures are being made only in accordance with authorizations of our management and directors, and

 (3)
 provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect
on the financial statements.

 Because of its inherent limitations, internal control over financial
reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control
over financial reporting at December 31, 2024. In making these assessments, management used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013). Based on our assessments
and those criteria, management determined that we did not maintain effective internal control over financial reporting as of December 31,
2024, considering the following material weaknesses were identified at September 30, 2024 and which remained not remediated at December
31, 2024:

 Completeness of operating expenses and accruals,
including legal fees, as well as completeness and accuracy of transactions with the related parties.

 Management has implemented remediation steps to
improve our internal control over financial reporting. Specifically, we expanded and improved our review process for complex securities
and related accounting standards. We plan to further improve this process by enhancing access to accounting literature, identification
of third-party professionals with whom to consult regarding complex accounting applications and consideration of additional staff with
the requisite experience and training to supplement existing accounting professionals.

 This Annual Report on Form 10-K does not include
an attestation report of our independent registered public accounting firm due to our status as an emerging growth company under the JOBS
Act.

 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

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that
Prevent Inspections

 Not applicable.

 Item 10. Directors, Executive Officers and Corporate Governance

 Directors and Executive Officers

 Our officers and directors are as follows:

 Name

 Age

 Position

 Michael Minnick

 Chief Executive Officer

 Chief Financial Officer and Director

 Gerhard Cromme

 Chairman and Director

 Michael Minnick

 Mr. Michael Minnick has served as our Chief Executive
Officer since May 31, 2024. Mr. Minnick is a Co-Founder and has been a Managing Partner at IIG Holdings since 2014, is a Co-Founder and
Managing Partner of Opus Music II LLC since December 2024 and is the managing member of CIIG Management III LLC since its inception. Since
January 2023, Mr. Minnick has served as the Chief Executive Officer and since March 2024, the principal financial and accounting officer
of Crown Proptech Acquisitions, a special purpose acquisition company. Mr. Minnick served as co-chief executive officer and a director
of CIIG Capital Partners II, Inc. (now known as Zapp Electric Vehicles, Inc.) ("CIIG") from February 2021 until April 2023
when CIIG completed its initial business combination with Zapp Electric Vehicles Group Limited. Mr. Minnick served as the Chief Investment
Officer of CIIG Merger Corp. ("CIIC") from December 2019 to March 2021 when CIIC closed its initial business combination with
Arrival Group. Mr. Minnick has served as Managing Partner and Co-Founder of Opus Music II LLC since December 2024. Mr. Minnick has also
served as a Director and Co-Founder of Opus Music Group Investments, LLC from December 2021 until August 2024. From 2019 until March 2021,
he was Chief Investment Officer and director of CIIC. Prior to forming IIG Holdings, he was a Co-Founder and Senior Managing Director
of Interlink Investment Group, from 2012 to 2014. Mr. Minnick has experience in more than $190 billion in transaction volume, including
advisory and debt and equity capital executions at JPMorgan Chase & Co. (NYSE:JPM) and The Royal Bank of Scotland Group plc (NYSE:RBS),
or RBS. Mr. Minnick served in various capacities at RBS, from 2004 to 2011, culminating in his service as a Managing Director and Head
of Corporate Finance in the Telecom, Media & Technology Group. From 2003 to 2004, Mr. Minnick was the Founder and Chief Executive
Officer of Traffic Networks, a startup that developed mobile and online real-time traffic information for the New York Metropolitan markets.
From 1996 to 2002, Mr. Minnick served in different positions within Investment Banking at JPMorgan Chase & Co. including the Telecom,
Media & Technology Group and the Global Syndicated Finance Group. Prior to joining JPMorgan Chase & Co., Mr. Minnick was an Associate
at The Bank of Nova Scotia in the Corporate Finance and Syndications division from 1994 to 1996. Mr. Minnick began his career at AT&T
(NYSE:T) where he served in several analyst capacities from 1989 to 1992, including as a Financial Analyst in the Market Analysis &
Forecasting Division for Business Communications Services within the Chief Financial Officer division. From 2012 to 2019, he served as
a Director of Paystar Inc., a privately-held FinTech company. Mr. Minnick received a M.B.A. from Cornell University and a B.A. from The
University of St. Thomas.

 Mr. Heiko Dimmerling has served as our Chief Financial
Officer and a Director since 2021. Before joining TGAA, Mr. Dimmerling was Chief Operating Officer at HQ Capital, where he was responsible
for the global operations in private equity, real estate and direct investments with over $12 billion assets under management. Prior thereto,
he was a Partner at the Private Equity Fund Triton for more than 16 years sponsoring several funds totaling approximately 9 billion
investor capital. As an active angel and venture capital investor in a number of start-ups across several segments, Mr. Dimmerling experienced
the support gap for hardware start-ups first hand and to address the gap, he co-founded BatchOne. Mr. Dimmerling started his career at
Arthur Andersen supporting venture capital and private equity international strategic investors in M&A transactions and corporate
finance. Mr. Dimmerling holds a B.A. in Business Administration from the University of Applied Sciences, Fulda. We believe Mr. Dimmerling's
broad experience as a venture capital investor makes him well-qualified to serve as a member of the TGAA Board.

 Mr. Jeffrey Clarke has served as a director since
November 2023. He currently serves as the Chief Executive Officer of Insurity LLC, a private software company in the insurance industry,
a role he has held since January 2025. Mr. Clarke also serves as Executive Chairman of Doxim, as Director of Mondee Holdings, Inc., as
Director of Columbia Care Inc. (CSE: CCHW) and as a Director of Travelport Worldwide Ltd. From August 2019 until May 2023, Mr. Clarke
served as member of the board of directors of FTD, LLC, where he also served as interim Chief Executive Officer. He served as Co-CEO and
Director of E.Merge Technology Acquisition Corporation (NASDAQ: ETACU) from July 2020 until August 2022. Prior to that, Mr. Clarke spent
five years as chief executive officer and Director of Eastman Kodak Company (NYSE: KODK), where he led the restructuring and divestiture
of its high multiple packaging print division, substantially reducing Kodak's debt. He has also served as chief operating officer
for CA Software (NYSE: CA), executive vice president of global operations at Hewlett- Packard (NYSE: HPQ) and chief financial officer
at Compaq Computer Corporation (NYSE: CPQ). Mr. Clarke is a former director at Docker, Inc., Generate Life Sciences, Autodesk, Inc. (NASDAQ:
ADSK), Red Hat, Inc. (NYSE: RHT), Compuware Corporation (NASDAQ: CPWR), Orbitz Worldwide (NYSE: OWW).

 Dr. Gerhard Cromme

 Dr. Gerhard Cromme has served as the Chairman of
the TGAA Board of Directors since 2021. Alongside his office as Chairman of the advisory board at Target Global ("TG"), a
top-tier pan-European venture capital firm, Dr. Cromme is currently the chairman of the supervisory board of eClear AG, chairman of the
advisory board of Aroundtown (ETR: AT1), one of the largest listed commercial real-estate companies in Europe as well as a member of the
supervisory board at Highview Enterprises Ltd. Previously, Dr. Cromme was chairman of the supervisory boards of Siemens (ETR: SIE), Thyssen
Krupp (ETR: TKA) and Auto1 (ETR: AG1), as well as a member of the supervisory boards of numerous corporates in Germany and France, such
as Axel Springer, E.ON. (ETR: EOAN), Ruhrgas, Volkswagen (ETR: VOW3), BNP Paribas (EPA: BNP) and Saint Gobain (LON: COD). Dr. Cromme holds
degrees in law from the University of M nster and the University of Lausanne, and in economics from the University Sorbonne in Paris
and Harvard University (PMD) as well as a Doctor of Law from the University of M nster. We believe Dr. Cromme's broad experience
as a chairman and board member in various companies makes him well-qualified to serve as a member of the TGAA Board.

 Ms. Sigal Regev has served as a director since
2021. Ms. Regev is currently the Chairwoman of Danel Group and director at Discount Bank. Ms. Regev has over 30 years of experience in
the healthcare system in Israel and has held a series of senior management positions in health insurance funds and hospitals. Her previous
role was the CEO of Meuhedet Health Services, Israel's third-largest health maintenance organization (HMO) serving approximately
1.3 million people. Prior to her role as CEO of Meuhedet Health Services, Ms. Regev was its Chief Financial Officer for 5 years, responsible
for an approximately $2 billion budget. Before that, she worked at Clalit Health Services for over 22 years, holding various positions
including Vice President of Innovation Planning and Research. Ms. Regev holds a M.A. degree in Social Sciences and Economics and a B.A.
degree in Economics, Mathematics and Computer Science from Ben-Gurion University of the Negev. We believe Ms. Regev's broad experience
in healthcare makes her well-qualified to serve as a member of the TGAA Board.

 Mr. Lars Hinrichs has served as a director since
2021. Mr. Hinrichs is an entrepreneur and investor, having launched one of his first ventures at the age of 22, politik-digital.de, an
award-winning platform for politics and new media. Furthermore, Mr. Hinrichs founded XING in 2003 (ETR: NOW), a career-oriented social
networking site, which he took public in 2006. In 2010, Mr. Hinrichs founded HackFwd, an innovative pre-seed investment company that supported
Europe's entrepreneurs in launching tech start-ups. Mr. Hinrichs is currently the founder and CEO of Cinco Capital, an independent
investment company, and has been a member of the supervisory board at Deutsche Telekom AG (ETR: DTE) since October 2013 and has served
as the chairman of the supervisory board of xbAV AG since 2016. He recently created the Digital Art Museum in Hamburg. Mr. Hinrichs studied
at Harvard Kennedy School of Government and Yale Jackson Institute for Global Affairs. We believe Mr. Hinrichs's broad experience
as an entrepreneur and investor makes him well-qualified to serve as a member of the TGAA Board.

 Mr. Michael Abbott is the founder and Chairman
of the public company Board of The Cannabist Company (CBOE: CBST), one of the largest pharmaceutical manufacturers of cannabis-related
medicines in the United States of America. Mr. Abbott has over 30 years of experience in banking and finance. In 2002, Mr. Abbott founded
Elysium Capital, a foreign exchange trading hedge fund, and in 2006 he was appointed as CEO of Robeco Sage, a billion-dollar fund of hedge
funds. He started his financial career at Swiss Bank Corp. and later worked at Goldman Sachs where he eventually led its Structured Product
Trading and Origination Group. Mr. Abbott holds a Bachelor of Laws degree from King's College London, where he is also a guest lecturer
at the King's Business School, as well as an Executive Fellow. Mr. Abbott also serves as a Director of Flo Health, and an Executive
Director of GBM Securities Ltd. We believe Mr. Abbott's broad experience in banking and finance makes him well-qualified to serve
as a member of the TGAA Board.

 Number, Terms of Office and Election of Officers and Directors

 Our board of directors is divided into three classes,
with only one class of directors being appointed in each year, and with each class (except for those directors appointed prior to our
first annual general meeting) serving a three-year term. In accordance with the Nasdaq corporate governance requirements, we are not required
to hold an annual meeting until one year after our first fiscal year end following our listing on Nasdaq. At our extraordinary shareholder
meeting (in lieu of an annual general meeting) in June 2024, our shareholders have approved the re-appointment of each of Mr. Hinrichs
and Ms. Regev as Class II directors to hold office until the 2027 annual general meeting of shareholders, until their respective
successors are duly appointed and qualified, or until their earlier death, resignation or removal. The term of the Class III directors,
consisting of Heiko Dimmerling and Dr. Gerhard Cromme, will expire at our 2025 annual general meeting. The term of the Class I directors,
consisting of Mr. Clarke and Mr. Abbott will expire at our 2026 annual general meeting.

 Prior to the completion of an initial business
combination, any vacancy on the board of directors may be filled by a nominee chosen by holders of a majority of our founder shares. In
addition, prior to the completion of an initial business combination, holders of a majority of our founder shares may remove a member
of the board of directors for any reason.

 Pursuant to an agreement entered into prior to
the closing of our IPO, our Original Sponsor, upon and following consummation of an initial business combination, is entitled to nominate
three individuals for appointment to our board of directors, as long as our Original Sponsor holds any securities covered by the registration
and shareholder rights agreement.

 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 provide that our officers may consist of one or more chairman of the board, chief
executive officer, president, chief financial officer, vice presidents, secretary, treasurer and such other offices as may be determined
by the board of directors.

 Director Independence

 Nasdaq listing standards require that a majority
of our board of directors be independent. An "independent director" is defined generally as a person other than an officer
or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company's
board of directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of
a director. Our board of directors has determined that Michael Abbott, Lars Hinrichs, Sigal Regev and Jeffrey Clarke are "independent
directors" as defined in the Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which
only independent directors are present.

 Committees of the board of directors

 Pursuant to Nasdaq listing rules, we have three
standing committees-an audit committee in compliance with Section 3(a)(58)(A) of the Exchange Act, a compensation committee, and
a nominating committee, each comprised of independent directors. Under Nasdaq listing rule 5615(b)(1), a company listing in connection
with its IPO is permitted to phase in its compliance with the independent committee requirements. We do not rely on the phase-in schedules
set forth in Nasdaq listing rule 5615(b)(1).

 Audit Committee

 We have established an audit committee of the
board of directors. The members of our audit committee are Michael Abbott, Lars Hinrichs, Sigal Regev and Jeffrey Clarke. Sigal Regev
serves as Chairman of our audit committee.

 Sigal Regev serves as chairman of the audit committee.
Each member of the audit committee is financially literate and our board of directors has determined that Sigal Regev qualifies as an
"audit committee financial expert" as defined in applicable SEC rules.

 The audit committee is responsible for:

 meeting with our independent
registered public accounting firm regarding, among other issues, audits, and adequacy of our accounting and control systems;

 monitoring the independence
of the independent registered public accounting firm;

 verifying the rotation of the
lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the
audit as required by law;

 inquiring and discussing with
management our compliance with applicable laws and regulations;

 pre-approving all audit services
and permitted non-audit services to be performed by our independent registered public accounting firm, including the fees and terms of
the services to be performed;

 appointing or replacing the
independent registered public accounting firm;

 determining the compensation
and oversight of the work of the independent registered public accounting firm (including resolution of disagreements between management
and the independent registered public accounting firm regarding financial reporting) for the purpose of preparing or issuing an audit
report or related work;

 establishing procedures for
the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which
raise material issues regarding our financial statements or accounting policies;

 monitoring compliance on a quarterly
basis with the terms of our IPO and, if any noncompliance is identified, immediately taking all action necessary to rectify such noncompliance
or otherwise causing compliance with the terms of our IPO; and

 reviewing and approving all
payments made to our existing shareholders, executive officers or directors and their respective affiliates. Any payments made to members
of our audit committee will be reviewed and approved by our board of directors, with the interested director or directors abstaining
from such review and approval.

 Compensation Committee

 We have established a compensation committee of
the board of directors. The members of our compensation committee are Michael Abbott, Lars Hinrichs, Sigal Regev and Jeffrey Clarke, and
Michael Abbott serves as chairman of 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 approving the
compensation of all of our other Section 16 executive 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 executive 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.

 The charter also provides that the compensation
committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, 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 Nasdaq and the SEC.

 Nominating Committee

 We have established a nominating committee of the
board of directors. The members of our nominating committee are Michael Abbott, Lars Hinrichs, Sigal Regev and Jeffrey Clarke, and Michael
Abbott serves as Chairman of the nominating committee.

 The nominating committee is responsible for overseeing
the selection of persons to be nominated to serve on our board of directors. The nominating committee considers persons identified by
its members, management, shareholders, investment bankers and others.

 We adopted a nominating committee charter, which
provides that persons to be nominated:

 should have demonstrated notable
or significant achievements in business, education or public service;

 should possess the requisite
intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse
perspectives and backgrounds to its deliberations; and

 should have the highest ethical
standards, a strong sense of professionalism and intense dedication to serving the interests of the shareholders.

 The nominating committee considers a number of
qualifications relating to management and leadership experience, background and integrity and professionalism in evaluating a person's
candidacy for membership on the board of directors. The nominating committee may require certain skills or attributes, such as financial
or accounting experience, to meet specific board needs that arise from time to time and will also consider the overall experience and
makeup of its members to obtain a broad and diverse mix of board members. The nominating committee does not distinguish among nominees
recommended by shareholders and other persons.

 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 compensation committee of any entity that has one or more executive officers serving
on our board of directors.

 Section 16(a) Beneficial Ownership Reporting Compliance

 Section 16(a) of the Exchange Act requires
our officers, directors and persons who beneficially own more than 10% of our ordinary shares to file reports of ownership and changes
in ownership with the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file.
To our knowledge, based solely upon a review of such forms and written representations that no other reports were required, we believe
that during the year ended December 31, 2024, there were no delinquent filers.

 Code of Ethics

 We have adopted a code of ethics applicable to
our directors, officers and employees (our "Code of Ethics"). Our Code of Ethics is a "code of ethics," as defined
in Item 406(b) of Regulation S-K. A copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose
any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

 Trading Policies

 We are committed to promoting high standards of ethical
business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, on December 8, 2021, we adopted
insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers
and employees, which we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing
standards applicable to us (the "Insider Trading Policy").

 The foregoing description of the Insider Trading
Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading
Policy, a copy of which is attached hereto as Exhibit 19.1 and is incorporated herein by reference.

 Compensation Recovery and Clawback Policies

 Under the Sarbanes-Oxley Act, in the event of misconduct
that results in a financial restatement that would have reduced a previously paid incentive amount, we can recoup those improper payments
from our executive officers. The SEC also recently adopted rules which direct national stock exchanges to require listed companies to
implement policies intended to recoup bonuses paid to executives if the company is found to have misstated its financial results.

 Our Compensation Committee approved the adoption
of the Executive Compensation Clawback Policy (the "Clawback Policy"), with an effective date of October 2, 2023, in order
to comply with the final clawback rules adopted by the SEC under the Rule, and the listing standards, as set forth in the Nasdaq Listing
Rule 5608 (the "Final Clawback Rules").

 The Clawback Policy provides for the mandatory
recovery of erroneously awarded incentive-based compensation from our current and former executive officers as defined in the Rule ("Covered
Officers") in the event that we are required to prepare an accounting restatement, in accordance with the Final Clawback Rules.
The recovery of such compensation applies regardless of whether a Covered Officer engaged in misconduct or otherwise caused or contributed
to the requirement of an accounting restatement. Under the Clawback Policy, our Board of Directors or Compensation Committee may recoup
from the Covered Officers erroneously awarded incentive compensation received within a lookback period of the three completed fiscal years
preceding the date on which we are required to prepare an accounting restatement.

 The foregoing description of the Executive Compensation
Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions of the Executive Compensation
Clawback Policy, a copy of which is attached hereto as Exhibit 97.1 and is incorporated herein by reference.

 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 amended
and restated memorandum and articles of association or alternatively by shareholder approval at general meetings.

 Certain of our founders, officers and directors
presently have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including TG and
its affiliates. As a result, if any of our founders, 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, then, subject to their fiduciary duties
under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to present such business combination
opportunity to such entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may
be precluded from pursuing the same. However, we do not expect these duties to materially affect our ability to complete our initial business
combination. Our amended and restated memorandum and articles of association provide that we renounce our interest in any business combination
opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity
as a director or officer of the company and it is an opportunity that we are able to complete on a reasonable basis.

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

 Entity

 Entity's Business

 Affiliation

 Gerhard Cromme

 Target Global

 Chairman of the Advisory Board

 eClear AG

 VAT/Customs Compliance and Clearing House

 Chairman of the Supervisory Board

 Highview Enterprises Ltd.

 Energy Company

 Supervisory Board Member

 P.A.C. Verwaltungs GmbH

 Management and Consultancy Services

 Aroundtown S.A.

 Real Estate Company

 Chairman of the Advisory Board

 Degura GmbH

 Digital baV (platform)

 Chairman of the Advisory Board

 Theion GmbH

 Crystal Battery

 Chairman of the Advisory Board

 Michael Minnick

 IIG Holdings

 Partner

 CIIG Management III LLC

 Managing Partner

 Crown PropTech Acquisitions

 SPAC

 Chief Executive Officer

 Opus Music II LLC

 Music Rights Acquisition Company

 Co-Founder and Managing Partner

 DIMension & Company GmbH

 Management Consulting

 Target Global Selected Opportunities Ltd.

 Target Global Sponsor Ltd.

 Mondee Holdings, Inc Doxim Inc Columbia Care Inc.

 Travel Technology Company Communications Management Medical Cannabis

 Independent Director Executive Chairman

Independent Director

 Cannabist Company Holdings Inc.

 Medical Cannabis

 Executive Chairman

 Flo Health

 Women's Health Application

 GBM Securities Ltd.

 Brokerage Services

 Executive Director

 Cinco Capital Gmbh

 Independent Private Equity Company

 Chief Executive Officer

 Deutsche Telekom AG

 Telecommunications

 Supervisory Board Member

 xBAV AG

 Fintech

 Deputy Chairman of the Supervisory Board

 New Simsalasim Inc.

 eSIM company

 Supervisory Board Member

 Digital Art Museum GmbH

 Art and Media

 HackFwd Admin GmbH

 Heinz Boese Immobilien Verwaltungs GBR

 Real Estate

 Chairman of the Supervisory Managing Director

 HackFwd Capital GmbH & Co. KG

 Danel Group

 Business Support Services

 Chairperson

 Israel Discount Bank

 Banking Services

 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 Original Sponsor subscribed for founder shares prior to the date
 of our IPO prospectus and purchased private placement warrants in a transaction that closed simultaneously with the closing of our
 IPO.

 Our Original Sponsor and each member of our management team have entered
into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and
public shares held by them in connection with (i) the completion of our initial business combination and (ii) a shareholder
vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance
or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
the deadline prescribed by our Articles, or (B) with respect to any other provision relating to the rights of holders of our Class A
ordinary shares. Additionally, our Sponsors have agreed to waive its rights to liquidating distributions from the Trust Account with respect
to its founder shares if we fail to complete our initial business combination within the prescribed time frame. If we do not complete
our initial business combination within the required time period, the private placement warrants will expire worthless. Our Sponsors have
agreed to certain transfer restrictions and performance conditionality on its founder shares. With certain limited exceptions:

 50% of the founder shares and any Class A ordinary shares issuable
upon conversion thereof held by our Sponsors shall not be transferred, assigned or sold except to certain permitted transferees until
the completion of our initial business combination; and

 50% of the Founder Shares (or any Class A ordinary shares issuable upon conversion thereof shall not be transferred, assigned or sold except to permitted transferees unless and until the earlier to occur of (A) six months after the completion of the Company's initial Business Combination and (B) subsequent to the Company's initial Business Combination if the last sale price of the ordinary shares equals or exceeds $12.00 per share (subject to adjustment) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company's initial Business Combination.

 With certain limited exceptions, the private placement
warrants and the ordinary shares underlying such warrants, will not be transferable, assignable or salable by our Sponsors until 30 days
after the completion of our initial business combination.

 Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors is included by a target business as a condition to any agreement with respect to our initial business combination. In addition, our founders, Sponsors, officers and directors may sponsor, form or participate in other blank check companies similar to ours during the period in which we are seeking an initial business combination. Any such companies may present additional conflicts of interest in pursuing an acquisition target, particularly in the event there is overlap among investment mandates.

 We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our Sponsors, founders, officers or directors. In the event we seek to complete
our initial business combination with a company that is affiliated with our Sponsors or any of our founders, officers or directors, we,
or a committee of independent directors, will obtain an opinion from an independent investment banking firm that is a member of FINRA
or another independent firm that commonly renders valuation opinions for the type of company we are seeking to acquire or an independent
accounting 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 Original Sponsor
or any of our existing officers or directors, or their respective affiliates be paid by us 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 the Nasdaq, we will also reimburse an affiliate of our Original Sponsor
for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. In connection with the Assignment
Agreement, the administrative services agreement was terminated and the amount of the administrative fees previously incurred by the Company
and outstanding was reduced to the amount of $247,419 which is included in the amount due to related party in the Company's balance
sheet as of December 31, 2024 and which is expected to be paid at the completion of Business Combination.

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

 If we seek shareholder approval, we will complete
our initial business combination only if we obtain the approval by way of an ordinary resolution under Cayman Islands law, which requires
the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our Sponsors
and each member of our management team have agreed to vote their founder shares and public shares 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, willful neglect, civil fraud or the consequences of committing a crime. Our amended and restated memorandum and
articles of association provide for indemnification of our officers and directors to the maximum extent permitted by law, including for
any liability incurred in their capacities as such, except through their own actual fraud, willful default or willful neglect. We will
enter into agreements with our directors and officers to provide contractual indemnification in addition to the indemnification provided
for in our amended and restated memorandum and articles of association. We expect to purchase a policy of directors' and officers'
liability insurance that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances
and insures us against our obligations to indemnify our officers and directors.

 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 (except to the extent they are entitled to funds from the Trust Account due to their
ownership of public shares). Accordingly, any indemnification provided will only be able to be satisfied by us if (i) we have sufficient
funds outside of the Trust Account or (ii) we consummate an initial business combination.

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

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

 Item 11. Executive Compensation

 None of our executive officers or directors have
received any cash compensation for services rendered to us. Commencing on the date that our securities are first listed on the Nasdaq
through the earlier of consummation of our initial business combination and our liquidation, we will reimburse an affiliate of our Original
Sponsor for office space, secretarial and administrative services provided to us in the amount of $10,000 per month. In connection with
the Assignment Agreement the administrative services agreement was terminated and the amount of the administrative fees previously incurred
by the Company and outstanding was reduced to the amount of $247,419 which is included in the amount due to related party in the Company's
balance sheet, and which is expected to be paid at the completion of Business Combination. In addition, our Sponsors, executive officers
and directors, or 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 by us to our Sponsors, executive officers or directors, 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 reimbursements, 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 our activities
on our behalf in connection with identifying and consummating an initial business combination.

 Other than these payments and reimbursements, no
compensation of any kind, including finder's and consulting fees, will be paid by the company to our Sponsors, executive officers
and directors, or their respective affiliates, prior to completion of our initial business combination.

 After the completion of our initial business combination,
directors or members of our management team who remain with us may be paid consulting or management fees from the combined company. All
of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation materials or tender offer materials
furnished to our shareholders in connection with a proposed 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 business combination, 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,
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 executive 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 executive officers
and directors that provide for benefits upon termination of employment.

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

 The following table sets forth information regarding the beneficial
ownership of our ordinary shares available to us at April 16, 2025, with respect to our ordinary shares held by:

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

 each of our executive officers and directors that beneficially owns ordinary shares; and

 all our executive officers and directors as a group.

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

 Name of Beneficial Owners(1)

 Number of

Class B

 Beneficially

Owned

 Number of

Class A

Beneficially

Owned

 Approximate

Percentage of

 Issued

 Outstanding

Ordinary

Shares(2)

 5% Shareholders (individually or as a group)

 —

 CIIG Management III LLC (our
sponsor) (3)

 17,500

 3,533,191

 49.6
 %

 Target Global Sponsor Ltd.(our original sponsor) (4)

 7,500

 1,514,224

 21.3
 %

 Mizuho Financial Group, Inc. (5)

 —

 425,056

 5.9
 %

 Directors, Executive Officers

 Gerhard
Cromme

 —

 100,000

 *

 Michael Minnick (3)

 17,500

 3,533,191

 49.6
 %

 —

 *

 —

 —

 —

 —

 *

 —

 *

 —

 *

 All officers and directors as a group (7 individuals)

 17,500

 3,733,191

 52.4
 %

 *

 Less than one percent.

 (1)

 Unless otherwise noted, the business address of each of our shareholders is PO Box 10176 Governor's Square, 23 Lime Tree Bay Avenue, Grand Cayman, KY1-1002, Cayman Islands.

 (2)

 The percentages reported herein are based upon 7,153,431 of our ordinary
shares outstanding as of April 16, 2025, which is the sum of 7,128,431 of our Class A Ordinary Shares and 25,000 of our Class B
Ordinary Shares (which will automatically convert into Class A Ordinary Shares at the time of our initial business combination or
earlier at the option of the holder thereof).

 (3)

 Based on the information reported on Schedule 13D filed on June 7, 2024, CIIG Management III LLC is the record holder of such shares. Michael Minnick, Chief Executive Officer, is the managing member of CIIG Management III LLC. Consequently, he may be deemed the beneficial owner of the shares held by CIIG Management III LLC and have voting and dispositive control over such securities. Mr. Minnick disclaims beneficial ownership of any shares other than to the extent he may have a pecuniary interest therein, directly or indirectly. The address for CIIG Management III LLC, and Michael Minnick is 40 West 57th Street, 29th Floor, New York, New York 10019.

 (4)

 Based on the information reported on Schedule 13G/A filed on June 24,
2025 by Target Global Sponsor Ltd., a Cayman Islands exempt company with its registered address at PO Box 10176, Governor's Square,
23 Lime Tree Bay Avenue, Grand Cayman, KY1-1002, Cayman Islands, Mr. Shmuel Chafets and Mr. Yaron Valler. Our Original Sponsor
is controlled as of the date hereof by Mr. Shmuel Chafets and Mr. Yaron Valler, who have voting and investment discretion in
respect of the shares held of record by our Sponsor and therefore may be deemed to have shared beneficial ownership of the shares held
by our Sponsor. The principal business office of each of our Original Sponsor, Shmuel Chafets and Yaron Valler is PO Box 10176, Governor's
Square, 23 Lime Tree Bay Avenue, Grand Cayman, KY1-1002, Cayman Islands. Each of Shmuel Chafets and Yaron Valler disclaims beneficial
ownership of the shares held by our Original Sponsor except to the extent of his pecuniary interest therein, directly or indirectly.

 (5)

 Based on Schedule 13G/A dated February 13, 2025 filed by Mizuho Financial Group, Inc. Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed to be indirect beneficial owners of said equity securities directly held by Mizuho Securities USA LLC which is their wholly-owned subsidiary. The principal business office of Mizuho Financial Group, Inc. is 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan.

 Our initial shareholders and CIIG III
beneficially own 75.1% of the issued and outstanding ordinary shares and have the right to appoint all of our directors prior to our
initial business combination. Holders of our public shares do not have the right to appoint any directors to our board of directors
prior to our initial business combination. Because of this ownership block, our Sponsors may be able to effectively influence the
outcome of all other matters requiring approval by our shareholders, including amendments to our amended and restated memorandum and
articles of association and approval of significant corporate transactions including our initial business combination. Our Sponsors
have agreed (a) to vote any founder shares and public shares held by it in favor of any proposed business combination and
(b) not to redeem any founder shares or public shares held by it in connection with a shareholder vote to approve a proposed
initial business combination.

 Our Original Sponsor is deemed to be our "promoter"
as such term is defined under the federal securities laws.

 Transfers of Founder Shares and Private Placement Warrants

 50% of the founder shares and any Class A ordinary shares issuable
upon conversion thereof held by our Sponsors shall not be transferred, assigned or sold except to certain permitted transferees until
the completion of our initial business combination; and

 50% of the Founder Shares (or any Class A ordinary shares issuable upon conversion thereof shall not be transferred, assigned or sold except to permitted transferees unless and until the earlier to occur of (A) six months after the completion of the Company's initial Business Combination and (B) subsequent to the Company's initial Business Combination if the last sale price of the ordinary shares equals or exceeds $12.00 per share (subject to adjustment) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company's initial Business Combination.

 The foregoing restrictions are not applicable to transfers (a) to
our officers or directors, any affiliates or family members of any of our officers or directors, any members or partners of our Sponsors
or their affiliates, any affiliates of our Sponsors, or any employees of such affiliates; (b) in the case of an individual, by gift
to a member of one of the individual's immediate family or to a trust, the beneficiary of which is a member of the individual's
immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws
of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations
order; I by private sales or transfers made in connection with the consummation of a business combination at prices no greater than the
price at which the founder shares, private placement warrants or Class A ordinary shares, as applicable, were originally purchased;
(f) by virtue of our Sponsors' organizational documents upon liquidation or dissolution of our Sponsors; (g) to the Company
for no value for cancellation in connection with the consummation of our initial business combination; (h) in the event of our liquidation
prior to the completion of our initial business combination; or (i) in the event of our completion of a liquidation, merger, share
exchange or other similar transaction which results in all of our public shareholders having the right to exchange their Class A
ordinary shares for cash, securities or other property subsequent to our completion of our initial business combination; provided,
 however, that in the case of clauses (a) through (f) these permitted transferees must enter into a written agreement agreeing
to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.

 Registration and Shareholder Rights

 The holders of the founder shares, private placement
warrants, Class A ordinary shares underlying the private placement warrants and any warrants that may be issued upon conversion of
working capital loans and extension loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants
and warrants that may be issued upon conversion of working capital loans and extension loans) are entitled to registration rights pursuant
to a registration and shareholder rights agreement we entered into on the effective date of our IPO. The holders of these securities are
entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have certain
"piggy-back" registration rights with respect to registration statements filed subsequent to our completion of our initial
business combination. However, the registration and shareholder rights agreement provides that we will not permit any registration statement
filed under the Securities Act to become effective until termination of the applicable lockup period, which occurs (i) in the case
of the founder shares, as described in the following paragraph, and (ii) in the case of the private placement warrants and the respective
Class A ordinary shares underlying such warrants, 30 days after the completion of our initial business combination. We will bear
the expenses incurred in connection with the filing of any such registration statements.

 Subject to certain exceptions, our Sponsors and
our directors and executive officers have agreed that:

 50% of the founder shares and any Class A ordinary shares issuable
upon conversion thereof held by our Original Sponsor and CIIG III shall not be transferred, assigned or sold except to certain permitted
transferees until the completion of our initial business combination;

 50% of the Founder Shares (or any Class A ordinary shares issuable upon conversion thereof shall not be transferred, assigned or sold except to permitted transferees unless and until the earlier to occur of (A) six months after the completion of the Company's initial Business Combination and (B) subsequent to the Company's initial Business Combination if the last sale price of the ordinary shares equals or exceeds $12.00 per share (subject to adjustment) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company's initial Business Combination.

 The foregoing restrictions are not applicable to
transfers (a) to our officers or directors, any affiliates or family members of any of our officers or directors, any members or
partners of our Sponsors or their affiliates, any affiliates of our Sponsors, or any employees of such affiliates; (b) in the case
of an individual, by gift to a member of one of the individual's immediate family or to a trust, the beneficiary of which is a member
of the individual's immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual,
by virtue of laws of descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified
domestic relations order; (e) by private sales or transfers made in connection with the consummation of a business combination at
prices no greater than the price at which the founder shares, private placement warrants or Class A ordinary shares, as applicable,
were originally purchased; (f) by virtue of our Sponsors' organizational documents upon liquidation or dissolution of our Sponsors;
(g) to the Company for no value for cancellation in connection with the consummation of our initial business combination; (h) in
the event of our liquidation prior to the completion of our initial business combination; or (i) in the event of our completion of
a liquidation, merger, share exchange or other similar transaction which results in all of our public shareholders having the right to
exchange their Class A ordinary shares for cash, securities or other property subsequent to our completion of our initial business
combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees must enter into a
written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter agreement.

 In addition, pursuant to the registration and shareholder rights agreement,
our Original Sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three individuals
for appointment to our board of directors, as long as our Original Sponsor holds any securities covered by the registration and shareholder
rights agreement.

 Equity Compensation Plans

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

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

 On February 2, 2021, an affiliate of our Original
Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our expenses in consideration of 7,187,500 Class B ordinary
shares, par value $0.0001. On November 8, 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in
a decrease in the total number of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. Such shares were
subsequently transferred to our Original Sponsor in exchange for $25,000, or approximately $0.004 per share. Prior to the completion of
our IPO, our Original Sponsor transferred 25,000 Class B ordinary shares to each of our independent directors and 100,000 Class B
ordinary shares to each of our former CEO Shmuel Chafets and our Chairman Dr. Gerhard Cromme. On July 11, 2023, we issued an
aggregate of 5,347,415 Class A ordinary shares to the initial shareholders upon the conversion of an equal number of the Company's
Class B ordinary shares held by such initial shareholders. On November 29, 2023, pursuant to a securities exchange agreement
between our Original Sponsor and the Director, our Original Sponsor assigned and transferred to the Director 25,000 of our Class A
ordinary shares in exchange for the simultaneous transfer and assignment to our Original Sponsor by the Director of 25,000 Class B
ordinary shares of the Company.

 Our Original Sponsor purchased an aggregate of
6,666,667 private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, at a price of
$1.50 per warrant, or $10,000,000 in the aggregate, in a private placement that occurred simultaneously with the closing of our IPO. On
December 29, 2021, concurrently with the exercise of the over-allotment option, we completed the private sale of 397,242 additional
private placement warrants to our Original Sponsor at a purchase price of $1.50 per warrant, generating additional gross proceeds to the
Company of $595,863.

 The private placement warrants are identical to
the warrants sold in our IPO except that the private placement warrants (i) may not, subject to certain limited exceptions, be transferred,
assigned or sold by the holders, (ii) may be exercised by the holders on a cashless basis and (iii) will be entitled to registration
rights. The private placement warrants (including the Class A ordinary shares issuable upon exercise thereof) may not, subject to
certain limited exceptions, be transferred, assigned or sold by the holder.

 If any of our founders, 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, then, subject to their fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual
obligations to present such business combination opportunity to such entity, before we can pursue such opportunity. Our officers and directors
currently have certain relevant fiduciary duties or contractual obligations that may take priority over their duties to us.

 We currently maintain our executive offices at
PO Box 10176, Governor's Square, 23 Lime Tree Bay Avenue, Grand Cayman, KY1-1002, Cayman Islands. The cost for our use of this space
is $8,000 per calendar year, payable to Zedra Trust Company (Cayman) Limited pursuant to the License to Occupy dated February 9,
2023.

 No compensation of any kind, including finder's
and consulting fees, will be paid to our Sponsors, officers and directors, or their respective affiliates, for services rendered prior
to or in connection with the completion of an initial business combination. However, these individuals will be reimbursed for any out-of-pocket
expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence
on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsors,
officers, directors or 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 intended initial business combination, our Sponsors or an affiliate of our Sponsors or certain of our officers and
directors may, but are not obligated to, loan us funds as may be required. If we complete an initial business combination, we may repay
such loaned amounts out of the proceeds of the Trust Account released to us. In the event that the initial business combination does not
close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our
Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per
warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to exercise price,
exercisability and exercise period. The terms of such loans by our officers and directors, if any, have not been determined and no written
agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsors, its affiliates or our
management team 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.

 Prior to the Assignment Agreement, if we anticipated
that we would not be able to consummate our initial business combination by May 8, 2024, we could, by resolution of our board if
requested by our Original Sponsor or its designee, extend the period of time to consummate a business combination by seven additional
one-month periods (until December 8, 2024), subject to our Original Sponsor or its designee depositing additional funds into the
Trust Account as set out below. Pursuant to the terms of our Articles and the Trust Agreement, in order for the time available for us
to consummate our initial business combination to be extended beyond May 8, 2024, our Original Sponsor or its affiliates or designees,
upon two business days advance notice prior to the applicable deadline, must deposit into the Trust Account $90,000 ($0.028 per share),
on or prior to the applicable deadline. In connection with the Assignment Agreement, on June 6, 2024, the Termination Date was extended
by one month, until July 8, 2024. In connection with such extension, on June 8, 2024, the Sponsor deposited $90,000 into the Trust Account.

 On July 10, 2024, we amended our Articles once
again (the "Third Extension") to extend the date by which we have to consummate an initial Business Combination from July
8, 2024 to December 9, 2024 and to allow the Company to elect to further extend the Termination Date on a monthly basis for up to six
times by an additional one month each time after December 9, 2024, if the Company has entered into a letter of intent or definitive
binding agreement to consummate a Business Combination, on a monthly basis, until June 9, 2025 unless the closing of an initial Business
Combination shall have occurred prior thereto, without further deposits to the Trust Account. In connection with such Third Extension,
we entered into another amendment to the Trust Agreement to align the date on which Continental must commence liquidation of the Trust
Account to the dates stipulated in our revised Articles. As a result of the approval of the Articles, an additional $5,806.45 was deposited
into the Trust Account representing the two-day prorated amount of the $90,000 monthly deposit for a 31 day month for the July 8, 2024
period. On December 2, 2024, the Company announced the entry into a Business Combination Agreement and has subsequently announced monthly
extensions through May 9, 2025.

 Any such payment would be made in the form of a
non-interest-bearing loan, which we would repay upon consummation of our initial business combination either out of the proceeds of the
Trust Account released to us, or, at the lender's discretion, convert all or a portion of such loan amounts into warrants at a price
of $1.50 per warrant. These warrants would be identical to the private placement warrants. If we do not complete a business combination,
we may repay such loans solely from assets not held in the Trust Account, if any. Furthermore, the letter agreement with our initial stockholders
contains a provision pursuant to which our Original Sponsor has agreed to waive its right to be repaid for such loans to the extent there
are insufficient funds held outside of the Trust Account in the event that we do not complete a business combination. Our public stockholders
will not be entitled to vote or redeem their shares in connection with any such extension. As a result, we may conduct such an extension
even though a majority of our public stockholders do not support such an extension and will not be able to redeem their shares in connection
therewith. This feature is different than the traditional special purpose acquisition company structure, in which any extension of the
company's period to complete a business combination requires a vote of the company's stockholders and stockholders have the
right to redeem their public shares in connection with such vote. Our Sponsors and its affiliates or designees are not obligated to fund
the Trust Account to extend the time for us to complete our initial business combination. After our initial business combination, members
of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all
amounts being fully disclosed to our shareholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable,
furnished to our shareholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender
offer materials or at the time of a general meeting held to consider our initial business combination, as applicable, as it will be up
to the directors of the post-combination business to determine executive and director compensation.

 We entered into a registration rights agreement
pursuant to which our Sponsors are entitled to certain registration rights with respect to the private placement warrants, the securities
issuable upon conversion of working capital loans and extension loans (if any) and the Class A ordinary shares issuable upon exercise
of the foregoing and upon conversion of the founder shares, and, upon consummation of our initial business combination, to nominate three
individuals for appointment to our board of directors, as long as the Original Sponsor holds any securities covered by the registration
and shareholder rights agreement, which is described under the section of this Annual Report entitled "Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters — Registration and Shareholder Rights."

 Related Party Policy

 The audit committee of our board of directors
adopted a charter, providing for the review, approval and/or ratification of "related party transactions," which are those
transactions required to be disclosed pursuant to Item 404 of Regulation S-K as promulgated by the SEC, by the audit committee. At its
meetings, the audit committee shall be provided with the details of each new, existing, or proposed related party transaction, including
the terms of the transaction, any contractual restrictions that the company has already committed to, the business purpose of the transaction,
and the benefits of the transaction to the company and to the relevant related party. Any member of the committee who has an interest
in the related party transaction under review by the committee shall abstain from voting on the approval of the related party transaction,
but may, if so requested by the chairman of the committee, participate in some or all of the committee's discussions of the related
party transaction. Upon completion of its review of the related party transaction, the committee may determine to permit or to prohibit
the related party transaction.

 Item 14. Principal Accountant Fees and Services

 The following is a summary of fees paid or to be paid to Marcum LLP,
or Marcum, for services rendered.

 Audit Fees. Audit fees consist of fees for professional services rendered for the
audit of our year-end financial statements, reviews of our quarterly financial statements and services that are normally provided by our
independent registered public accounting firm in connection with statutory and regulatory filings. The aggregate fees billed by Marcum
LLP for audit fees, inclusive of required filings with the SEC for the year ended December 31, 2024 and 2023, and of services rendered
in connection with our IPO, totaled $139,864 and $113,300, respectively.

 Audit-Related Fees. Audit-related fees consist of fees billed
for assurance and related services that are reasonably related to performance of the audit of our year-end financial statements and are
not reported under "Audit Fees" above. These services include attest services that are not required by statute or regulation
and consultation concerning financial accounting and reporting standards. We did not pay Marcum LLP any audit-related fees during the
years ended December 31, 2024 and 2023.

 Tax Fees. Tax fees consist of fees billed
for professional services relating to tax compliance, tax planning and tax advice. We paid Marcum LLP $0 and $12,360 for such services
during the years ended December 31, 2024 and 2023, respectively.

 All Other Fees. All other fees consist of fees billed for all
other services. We did not pay Marcum LLP any other fees during the years ended December 31, 2024 and 2023.

 Pre-Approval Policy

 Our audit committee was formed upon the consummation of our IPO. 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 and Financial Statement Schedules.

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

 (1) Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets

 Consolidated Statements of Operations

 Consolidated Statements of Changes in
 Shareholders' Deficit

 Consolidated Statements of Cash Flows

 Notes to Consolidated Financial
 Statements

 F-7 - F-20

 (2) Financial Statement Schedules:

 None.

 (3) Exhibits

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

 Exhibit
 No.

 Description

 2.1

 Agreement and Plan of Merger, dated December 2, 2024 (incorporated herein by reference to Exhibit 2.1 of the Company's Current Report on Form 8-K filed with the SEC on December 3, 2024)

 3.1

 Amended and Restated Memorandum and Articles of Association, dated July 10, 2024 (incorporated herein by reference to Exhibit 3.1 of the Company's Current Report on Form 8-K filed with the SEC on July 11, 2024)

 4.1*

 Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, As Amended

 4.2

 Warrant Agreement, dated December 8, 2021 (as amended, between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated herein by reference to Exhibit 4.1 of the Company's Current Report on Form 8-K filed with the SEC on December 13, 2021)

 10.1

 Letter Agreement, dated December 8, 2021, among the Company and its officers and directors and Target Global Sponsor Ltd. (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on December 13, 2021)

 10.2

 Waiver and Amendment, dated May 31, 2024, to IPO Insider Letter by and among Target Global Acquisition I Corp. and the parties thereto (incorporated by reference to Exhibit 99.3 to Target Global Acquisition I Corp.'s Current Report on Form 8-K filed with the SEC on May 31, 2024).

 10.3

 Letter Agreement, dated May 31, 2024, by and between Michael Minnick, CIIG Management III LLC and Target Global Acquisition I Corp. (incorporated by reference to Exhibit 99.1 to Target Global Acquisition I Corp.'s Current Report on Form 8-K filed with the SEC on May 31, 2024).

 10.4

 Investment Management Trust Agreement, dated December 8, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC on December 13, 2021)

 10.5

 Amendment to the Investment Management Trust Agreement, dated as of June 6, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on June 2, 2023)

 10.6

 Amendment No. 2 to the Investment Management Trust Agreement, dated as of November 29, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on November 29, 2023)

 10.7

 Amendment No. 3 to the Investment Management Trust Agreement, dated as of December 15, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on December 21, 2023)

 10.8

 Amendment
 No. 4 to the Investment Management Trust Agreement, dated as of July 10, 2024, between the Company and Continental Stock
 Transfer & Trust Company, as trustee (incorporated herein by reference to Exhibit 10.1 of the Company's Current
 Report on Form 8-K filed with the SEC on July 11, 2024)

 10.9

 Registration and Shareholder Rights Agreement, dated December 8, 2021, between the Company, Target Global Sponsor Ltd. and certain security holders (incorporated herein by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the SEC on December 13, 2021)

 10.10

 Amendment to the Registration and Shareholder Rights Agreement, by and between Target Global Acquisition I Corp. and Target Global Sponsor Ltd. and other signatories thereto (incorporated by reference to Exhibit 99.4 of the Company's Current Report on Form 8-K filed with the SEC on May 31, 2024)

 10.11

 Private Placement Warrants Purchase Agreement, dated December 8, 2021, between the Company and the Target Global Sponsor Ltd. (incorporated herein by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed with the SEC on December 13, 2021)

 10.12

 Securities Subscription Agreement, dated February 4, 2021, between the Company and Target Global Holding Ltd. (incorporated herein by reference to Exhibit 10.7 of the Company's Registration Statement on Form S-1 (File No. 333-253732) filed with the SEC on March 1, 2021)

 10.13

 Securities Purchase Agreement, dated February 19, 2021, between the Company, Target Global Holding Ltd. and Target Global Sponsor Ltd. (incorporated herein by reference to Exhibit 10.8 of the Company's Registration Statement on Form S-1 (File No. 333-253732) filed with the SEC on March 1, 2021)

 10.14

 Securities Assignment Agreement, dated May 31, 2024, by and among CIIG Management III LLC, Target Global Sponsor Ltd. and Target Global Acquisition I Corp. (incorporated herein by reference to Exhibit 10.7 of the Target Global Acquisition I Corp.'s Registration Statement on Form S-1 (File No. 333-253732) filed with the SEC on March 1, 2021).

 10.15

 Form of Non-Redemption Agreement and Assignment of Economic Interest (incorporated by reference to Exhibit 10.1 to Target Global Acquisition I Corp.'s Current Report on Form 8-K filed on June 25, 2024).

 10.16

 Form of Indemnity Agreement (incorporated by reference to Exhibit 10.4 of Target Global Acquisition I Corp.'s Registration Statement on Form S-1 (File No. 333-253732) filed with the SEC June 30, 2021).

 10.17

 Insider Support Agreement, by and among Target Global Acquisition I Corp., CIIG Management III LLC, and the other parties thereto (incorporated herein by reference to Exhibit 10.1 of the Company's Current Report on Form 8-K filed with the SEC on December 3, 2024)

 10.18

 Form of Lock-Up Agreement, by and among Target Global Acquisition I Corp., VenHub Global, Inc., and the stockholders of VenHub Global, Inc. party thereto (incorporated herein by reference to Exhibit 10.3 of the Company's Current Report on Form 8-K filed with the SEC on December 3, 2024)

 10.19

 Company Support Agreement, by and among Target Global Acquisition I Corp. VenHub Global, Inc., and the stockholders of VenHub Global, Inc. party thereto (incorporated herein by reference to Exhibit 10.2 of the Company's Current Report on Form 8-K filed with the SEC on December 3, 2024)

 10.20

 Form of Amended and Restated the Registration and Shareholder Rights Agreement, by and between Target Global Acquisition I Corp. and Target Global Sponsor Ltd. and other signatories thereto (incorporated by reference to Exhibit 10.4 of the Company's Current Report on Form 8-K filed with the SEC on December 3, 2024)

 19.1

 Insider
 Trading Policy of the Company (incorporated herein by reference to Exhibit 19.1 of the Company's Annual Report on Form 10-K filed with the SEC on April 4, 2024)

 21*

 List of Subsidiaries

 31.1*

 Certification of the Registrant's Chief Executive Officer (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 the Registrant's Chief Financial Officer (Principal Financial and Accounting 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 the Registrant's Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 97.1

 Clawback
 Policy of the Company (incorporated herein by reference to Exhibit 97.1 of the Company's Annual Report on Form 10-K filed with the SEC on April 4, 2024)

 101.INS*

 101.SCH*

 101.CAL*

 Taxonomy Extension Calculation Linkbase

 101.LAB*

 101.PRE*

 101.DEF*

 Cover

 *
 Filed herewith.

 Furnished herewith.

 All schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request.

 Item 16. Form 10-K Summary

 Not applicable.

 INDEX TO FINANCIAL STATEMENTS

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID Number 688)

 Consolidated
 Financial Statements:

 Consolidated Balance
 Sheets as of December 31, 2024 and 2023

 Consolidated Statements
 of Operations for the years ended December 31, 2024 and 2023

 Consolidated Statements
 of Changes in Shareholders' Deficit for the years ended December 31, 2024 and 2023

 Consolidated Statements
 of Cash Flows for the years ended December 31, 2024 and 2023

 Notes
 to Consolidated Financial Statements

 F-7 - F-21

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To the Shareholders and Board of Directors of

 Target Global Acquisition I Corp.

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance sheets of Target
Global Acquisition I Corp. (the "Company") as of December 31, 2024 and 2023, the related consolidated statements of operations,
changes in shareholders' deficit and cash flows for each of the two years in the period ended 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 2023, and the results of its operations and its
cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted
in the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As more fully described in Note 1 to the consolidated financial statements,
the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of completing a business combination with one
or more businesses or entities on or before June 9, 2025. There is no assurance that the Company will obtain the necessary approvals or
raise the additional capital it needs to fund its business operations and complete any business combination prior to June 9, 2025, if
at all. The Company also has no approved plan in place to extend the business combination deadline beyond June 9, 2025 and lacks the capital
resources needed to fund operations and complete any business combination, even if the deadline to complete a business combination is
extended to a later date. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's
plans with regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

 Basis for Opinion

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

 We conducted our audits in accordance with the
standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated
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 s we are required to obtain
an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of
the Company's internal control over financial reporting. Accordingly, we express no such opinion.

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

 /s/ Marcum llp

 Marcum llp

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

 Houston, TX

 April 16, 2025

 F- 2

 CONSOLIDATED BALANCE
SHEETS

 2024

 2023

 Assets:

 Current assets:

 Cash

 $
 6,239

 $
 4,625

 Prepaid expenses

 —

 25,750

 Total current assets

 6,239

 30,375

 Cash held in Trust Account

 20,735,124

 43,419,605

 Total assets

 $
 20,741,363

 $
 43,449,980

 Liabilities, Shares Subject to Redemption and Shareholders' Deficit

 Current liabilities:

 Accounts payable and accrued expenses

 $
 3,040,548

 $
 825,683

 Due to related party

 763,559

 263,951

 Promissory Note—Related Party

 1,302,581

 2,011,015

 Total current liabilities

 5,106,688

 3,100,649

 Deferred underwriting commissions

 —

 Total liabilities

 5,106,688

 6,861,339

 Commitments and Contingencies (Note 6)

 Class A ordinary shares subject to possible redemption, 1,781,016 and 3,934,220 shares at redemption value of $ 11.64 and $ 11.04 at December 31, 2024 and 2023, respectively

 20,735,124

 43,419,605

 Shareholders' Deficit

 Preference shares, $ 0.0001 par value; 5,000,000 shares authorized; none issued and outstanding at December 31, 2024 and 2023

 —

 —

 Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares
authorized; 5,347,415 outstanding (excluding 1,781,016 and 3,934,220 shares subject to possible redemption) at December 31, 2024 and 2023, respectively

 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 25,000 shares issued and outstanding at December 31, 2024 and 2023

 Accumulated deficit

 ( 5,100,986
)

 ( 6,831,501
)

 Total Shareholders' Deficit

 ( 5,100,449
)

 ( 6,830,964
)

 Total Liabilities, Shares Subject to Redemption and Shareholders' Deficit

 $
 20,741,363

 $
 43,449,980

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

 F- 3

 CONSOLIDATED STATEMENTS
OF OPERATIONS

 Year Ended
 2024

 Year Ended
 2023

 General and administrative expenses

 $
 3,963,546

 $
 2,161,025

 Loss from operations

 ( 3,963,546
)

 ( 2,161,025
)

 Other (expense) income:

 Interest income on cash held in Trust Account

 1,388,409

 5,719,743

 Recovery of previously incurred costs

 476,574

 —

 Finance cost

 ( 2,813,549
)

 —

 Total other (expense) income, net

 ( 948,566
)

 5,719,743

 Net (loss) income

 $
 ( 4,912,112
)

 $
 3,558,718

 Basic and diluted weighted average shares outstanding, Class A redeemable ordinary shares

 2,910,566

 11,827,287

 Basic and diluted net (loss) income per share, Class A redeemable ordinary shares

 $
 ( 0.59
)

 $
 0.21

 Basic and diluted, weighted average shares outstanding, Class A and Class B non-redeemable ordinary shares

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

 $
 ( 0.59
)

 $
 0.21

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

 F- 4

 CONSOLIDATED STATEMENTS
OF CHANGES IN SHAREHOLDERS' DEFICIT

 FOR THE YEARS ENDED DECEMBER 31,
2024 AND 2023

 Class A
 Not subject to
 redemption

 Class B

 Additional
 Paid-in

 Accumulated

 Shareholders '

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance as of December 31, 2023

 5,347,415

 $

 $

 $
 —

 $
 ( 6,831,501
)

 $
 ( 6,830,964
)

 Remeasurement of Class A ordinary shares to redemption value

 —

 —

 —

 —

 —

 ( 1,919,216
)

 ( 1,919,216
)

 Waiver of deferred underwriting commissions

 —

 —

 —

 —

 —

 Equity contribution from previous sponsor in connection with Assignment Agreement

 —

 —

 —

 —

 —

 1,987,604

 1,987,604

 Sponsor equity contribution in connection with non-redemption agreements

 —

 —

 —

 —

 —

 2,813,549

 2,813,549

 Net loss

 —

 —

 —

 —

 —

 ( 4,912,112
)

 ( 4,912,112
)

 Balance as of December 31, 2024

 5,347,415

 $

 $

 $
 —

 $
 ( 5,100,986
)

 $
 ( 5,100,449
)

 Class A

 Class B

 Additional

 subject to redemption

 Paid-in

 Accumulated

 Shareholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance as of December 31, 2022

 —

 $
 —

 $

 —

 $
 ( 7,801,151
)

 $
 ( 7,800,614
)

 Remeasurement of Class A ordinary shares to redemption value

 —

 —

 —

 —

 —

 ( 6,349,758
)

 ( 6,349,758
)

 Waiver of deferred underwriting commissions

 —

 —

 —

 —

 —

 Conversion of Class B Common Stock to Class A Common Stock

 5,347,415

 ( 5,347,415
)

 ( 535
)

 —

 —

 —

 Net income

 —

 —

 —

 —

 —

 3,558,718

 3,558,718

 Balance as of December 31, 2023

 5,347,415

 $

 $

 $

 $
 —

 $
 ( 6,831,501
)

 $
 ( 6,830,964
)

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

 F- 5

 CONSOLIDATED STATEMENTS
OF CASH FLOWS

 For the
 year ended
 2024

 For the
 year ended
 2023

 Cash flows from operating activities:

 Net (loss) income

 $
 ( 4,912,112
)

 $
 3,558,718

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

 Interest earned on cash held in Trust Account

 ( 1,388,409
)

 ( 5,719,743
)

 Finance cost

 2,813,549

 —

 Changes in operating assets and liabilities:

 Prepaid expenses

 25,750

 85,989

 Accounts payable and accrued expenses

 2,214,865

 667,878

 Due to related party

 566,140

 136,532

 Net cash used in operating activities

 ( 680,217
)

 ( 1,270,626
)

 Cash flows from investing activity:

 Extension contributions in Trust Account

 ( 530,807
)

 ( 630,015
)

 Cash withdrawn from Trust Account in connection with redemption

 24,603,697

 185,164,838

 Net cash provided by investing activity

 24,072,890

 184,534,823

 Cash flow from a financing activity:

 Proceeds from the promissory note—related party

 1,092,250

 1,511,015

 Payment of redemptions

 ( 24,603,697
)

 ( 185,164,838
)

 Contribution from previous sponsor

 120,388

 —

 Net cash used in financing activities

 ( 23,391,059
)

 ( 183,653,823
)

 Net change in cash

 1,614

 ( 389,626
)

 Cash, beginning of the period

 4,625

 394,251

 Cash, end of the period

 $
 6,239

 $
 4,625

 Supplemental disclosure of cash flow information:

 Remeasurement of Class A ordinary shares to redemption

 $
 1,919,216

 $
 6,349,758

 Equity contribution from original sponsor

 $
 1,867,216

 $
 —

 Waiver of deferred underwriting commissions

 $

 $

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

 F- 6

 TARGET GLOBAL ACQUISITION
I CORP.

 NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS

 NOTE 1 — ORGANIZATION AND BUSINESS
OPERATIONS

 Target Global Acquisition
I Corp (the "Company") is a blank check company incorporated as a Cayman Islands exempted company on February 2, 2021.
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 (the "Business Combination").

 As of December 31,
2024, the Company had not commenced any operations. All activity for the period from February 2, 2021 (inception) through December 31,
2024 relates to the Company's formation and the initial public offering described below. The Company will not generate any operating
revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non-operating income in
the form of interest income on investment held in Trust Account from the proceeds derived from the Company's initial public offering
(the "Initial Public Offering" "IPO"). The Company has selected December 31 as its fiscal year end.

 The Company's original sponsor is Target Global Sponsor Ltd.,
a Cayman Islands company limited by shares (the "Original Sponsor"). The registration statement for the Company's IPO
was declared effective on December 8, 2021 (the "Effective Date"). On December 13, 2021, the Company's consummated
the IPO of 20,000,000 units at $ 10.00 per unit (the "Units"). Each Unit consists of one Class A ordinary share and one-third
of one redeemable warrant (the "Public Warrants"). Each whole warrant entitles the holder to purchase one Class A ordinary
share at a price of $ 11.50 per share.

 Simultaneously with the consummation of the IPO, the Company consummated
the private placement of 6,666,667 warrants (the "Private Placement Warrants") to the Original Sponsor, at a price of $ 1.50
per Private Placement Warrant in a private placement.

 In connection with the IPO, the underwriters were granted a 45-dayoptionfrom
the date of the prospectus (the "Over-Allotment Option") to purchase up to 3,000,000 additional units to cover over-allotments
(the "Over-Allotment Units"), if any. On December 29, 2021, the underwriters purchased an additional 1,489,658 Over-Allotment
Units pursuant to the exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $ 10.00 per Over-Allotment
Unit, generating aggregate additional gross proceeds of $ 14,896,580 to the Company. Concurrently with the exercise of the Over-Allotment
Option, the Company completed the private sale of 397,242 additional Private Placement Warrants to the Original Sponsor at a purchase
price of $ 1.50 per Private Placement Warrant, generating gross proceeds to the Company of $ 595,863.

 The Company's
management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of Private Placement
Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination.

 The Company must
complete one or more initial Business Combinations with one or more target businesses that together have an aggregate fair market value
of at least 80 % of the assets held in the Trust Account (as defined below) (excluding any deferred underwriting commission and taxes payable
on the income earned on the Trust Account). 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 1940, as amended (the "Investment
Company Act"). There is no assurance that the Company will be able to complete a Business Combination successfully.

 Following the closing
of the IPO on December 13, 2021, and the exercise of the underwriter's Over-Allotment Option on December 29, 2021, $ 219,194,512
($ 10.20 per Unit) from the net proceeds of the sale of the Units and the sale of the Private Placement Warrants was deposited into a Trust
Account. On November 24, 2023, the Company instructed Continental to maintain the funds in the Trust Account in cash in an interest-bearing
demand deposit account at a bank until the earlier of the consummation of its Business Combination or the liquidation of the Company.

 Except with respect to interest earned on the
funds held in the Trust Account that may be released to the Company to pay taxes, if any, the proceeds from the IPO and the sale of the
Private Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of initial Business
Combination, (ii) the redemption of the Company's public shares if the Company is unable to complete the initial Business Combination
within the deadline prescribed in the Company's amended and restated memorandum and articles of association (the "Articles"),
subject to applicable law, or (iii) the redemption of the Company's public shares properly submitted in connection with a shareholder
vote to amend the Company's amended and restated memorandum and articles of association to (A) modify the substance or timing
of the Company's obligation to allow redemption in connection with the initial Business Combination or to redeem 100 % of its public
shares if the Company has not consummated an initial Business Combination within the deadline prescribed in the Company's Articles
or (B) with respect to any other material provisions relating to shareholders' rights or pre-initial Business Combination activity.
The proceeds deposited in the Trust Account could become subject to the claims of the Company's creditors, if any, which could have
priority over the claims of the Company's public shareholders.

 The Company will provide holders (the "Public Shareholders")
of its Class A ordinary shares, par value $ 0.0001, sold in the IPO (the "Public Shares"), with the opportunity to redeem
all or a portion of their Public Shares upon the completion of the initial Business Combination either (i) in connection with a general
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 the Company will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by
the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount
then on deposit in the Trust Account (initially anticipated to be $ 10.20 per share, plus any pro rata interest earned on the funds held
in the Trust Account and not previously released to the Company to pay its income taxes, if any). The Public Shares subject to redemption
will be recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting
Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity."

 F- 7

 On October 28, 2024, the Company received a written notice from
the Listing Qualifications Department of The Nasdaq Stock Market ("Nasdaq") indicating that since the Company's aggregate
market value of its outstanding warrants was less than $ 1 million, the Company's warrants are no longer in compliance with
the Nasdaq continued listing criteria set forth in Listing Rule 5452(b)(C), which requires the Company to maintain an aggregate market
value of its outstanding warrants of at least $ 1 million (the "Notice"). The Notice additionally indicates that the Company,
pursuant to the Listing Rules, has 45 calendar days, or until December 9, 2024, to submit a plan to regain compliance. On December
10, 2024, the Company received a notice from the Listing Qualifications Department of Nasdaq stating that Nasdaq has determined to delist
the Company's securities on The Nasdaq Global Market and suspended the trading in the Company's securities effective as of
the opening of business on December 17, 2024, due to the Company's non-compliance with Nasdaq IM-5101-2, which requires that a special
purpose acquisition company complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement.
However, as of the date of this report, the Form 25-NSE has not yet been filed to delist the Company's securities from Nasdaq. Following
the suspension of trading on Nasdaq the Company's units, Class A ordinary shares and public warrants are quoted on the OTC under
the symbols "TGAUF," TGAAF" and TGAWF"

 On December
2, 2024, the Company, entered into an Agreement and Plan of Merger, by and among the Company, Vital Merger Sub 1 Corp., a wholly-owned
Delaware corporation of the Company, Vital Merger Sub 2 LLC, a wholly-owned Delaware limited liability company of the Company, and VenHub
Global, Inc., a Delaware corporation.

 2024 Securities Assignment Agreement

 On May 31, 2024, CIIG Management III LLC ("CIIG III"
or the "Sponsor") entered into a Securities Assignment Agreement (the "Assignment Agreement" or "Transaction"),
by and between the Original Sponsor, the Company and CIIG III, whereby the Original Sponsor sold, transferred and assigned 3,533,191 Class A
ordinary shares of the Company and 17,500 Class B ordinary shares of the Company to CIIG III. In connection with entry into the Assignment
Agreement, CIIG III entered into a Purchaser Insider Letter (defined below) and a joinder agreement to the Registration and Shareholder
Rights Agreement, dated December 8, 2021 among the Company, the Original Sponsor and the holders signatories thereto.

 According
to the provisions of the Assignment Agreement, Original Sponsor agreed that it will pay all operating expenses of the Company and the
Original Sponsor (i) incurred and accrued through May 29, 2024 other than any expenses related to the extraordinary general
meeting of shareholders to be held on July 10, 2024 (the "Shareholder Meeting") and (ii) otherwise related to the
year ended December 31, 2023, including, but not limited to, the following: (A) all
costs related to the audit of the Company's 2023 and first quarter of 2024 financial statements, (B) all costs related to any
required regulatory filings pertaining to calendar year 2023 and first quarter of 2024 (e.g.,8-K, 10-Q and10-K filings), which may be
filed in the calendar year 2024, (C) all costs related to any required tax filings of the Company or the Original Sponsor for the year
ended December 31, 2023, (D) any other expenses incurred in calendar year 2023 and first quarter of 2024 prior to the closing of
the Purchaser's purchase of the Class A Ordinary Shares and the Class B Ordinary Shares, and (E) premiums for director
and officers insurance incurred by the Company for all periods prior to June 8, 2024 (collectively, the "Legacy Expenses");
provided, however, that the Original Sponsor shall be reimbursed for any Legacy Expenses payable as of the closing date of the Transaction
in an amount up to $ 1,550,000 with such reimbursement being contingent on the Company consummating an initial business combination and
such Legacy Expenses being approved and incorporated as part of such initial business combination (the "Reimbursement"). The
Company will use its best efforts to have the Legacy Expenses (i) approved and incorporated as part of such initial business combination
and (ii) paid on a pari passu basis with all other Legacy expenses incurred as part of the initial business combination. The
Original Sponsor has agreed to satisfy or settle any liabilities incurred prior to the Transaction closing date not covered by the Reimbursement
and provided the Purchaser documented agreements as to such ten business days prior to the closing of the Securities Assignment Transaction,
and the Purchaser further agreed that it would be responsible thereafter for any fees and expenses (including but not limited to legal,
accounting, printer and transfer agent fees), and any additional consideration (including in the form of Class A ordinary shares
or Class B ordinary shares or other securities) paid to shareholders in connection with the extension of the Company's maturity
date as detailed in the Company's Amended and Restated Memorandum and Articles of Association. The Purchaser also agreed to be responsible
for any operating expenses incurred from the closing date of the Transaction through the closing of the Company's initial business
combination (unless as otherwise described in the Assignment Agreement), including (A) expenses related to D&O insurance coverage
extension incurred on and after June 8, 2024, (B) monthly operating expenses due to the Company's transfer agent and (C) quarterly
operating expenses due to the Company's auditor, financial printer, and accounting vendor.

 In connection with the Assignment Agreement, the
Company recorded equity contribution from previous sponsor in the amount of $ 1,987,604, which consisted of $ 1,800,684 related to limitation
of repayment of the funds advanced by the Original Sponsor under the terms of the promissory notes issued prior to the date of the Assignment
Agreement, as well as $ 186,920 related to the limitation of the repayment of other amounts advanced by the Original Sponsor.

 In
connection with the Company's IPO and the Transaction, the Original Sponsor, CIIG III, officers and directors of the Company
entered into letter agreements (the "Insider Letters") with the Company in which they have agreed to (i) waive
their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of the initial
Business Combination, (ii) waive their redemption rights with respect to their Founder Shares and Public Shares in connection
with a shareholder vote to approve an amendment to the Company's amended and restated memorandum and articles of association
(A) to modify the substance or timing of the Company's obligation to allow redemption in connection with the initial
Business Combination or to redeem 100 % of its public shares if the Company has not consummated an initial Business Combination
within 24 months from the closing of the IPO, or such later period approved by the Company's shareholders in accordance with
the Company's Articles or (B) with respect to any other material provisions relating to shareholders' rights or
pre-initial Business Combination activity, (iii) waive their rights to liquidating distributions from the Trust Account with
respect to their Founder Shares if the Company fails to complete the initial Business Combination within 24 months from the closing
of the IPO, or such later period approved by the Company's shareholders in accordance with the Company's Articles,
although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if
the Company fail to complete the Initial Business Combination within the prescribed time frame, and (iv) vote any Founder
Shares held by them and any Public Shares purchased during or after the IPO (including in open market and privately-negotiated
transactions) in favor of the initial Business Combination.

 F- 8

the Transaction, the Lock-Up period definition in the Insider Letters were amended with the consent of the Company and the IPO underwriters.
In addition, the Company received a waiver in connection with the Transaction from the lead underwriter of its entitlement to receive
the payment of its portion of the Deferred Discount. Pursuant to the Insider Letter with CIIG III, CIIG III and the Chief Executive Officer
have agreed that, it or he shall not Transfer 50 % of the Founder Shares (or any Class A Ordinary Shares issuable upon conversion
thereof) until the completion of the Company's initial Business Combination and 50 % of the Founder Shares (or any Class A Ordinary
Shares issuable upon conversion thereof shall not be transferred, assigned or sold except to permitted transferees unless and until the
earlier to occur of (A) six months after the completion of the Company's initial Business Combination and (B) subsequent
to the Company's initial Business Combination if the last sale price of the ordinary shares equals or exceeds $ 12.00 per share (subject
to adjustment) for any 20 trading days within any30-tradingday period commencing at least 150 days after the Company's initial Business
Combination.

 On May 31, 2024, Michael Minnick
was appointed as the Chief Executive Officer of the Company.

 On July 10, 2024, the Company held the Shareholder Meeting in
lieu of an annual general meeting of shareholders. At the Shareholder Meeting, the shareholders of the Company also approved to amend
the Company's Articles to eliminate the requirement to make monthly cash deposits to the Trust Account in order to extend the Termination
Date from July 8, 2024 to December 9, 2024 (the "The Third Extension") and to allow the Company, without another
shareholder vote, to elect to further extend the Termination Date, if the Company has entered into a letter of intent or definitive binding
agreement to consummate a Business Combination by the Termination Date, on a monthly basis up to six times by an additional one month
each time, by resolution of the Company's board of directors, and upon one calendar days' advance notice prior to the applicable
Termination Date, until June 9, 2025. In connection with the shareholders' vote at the Shareholder Meeting, the holders
of 2,153,204 Class A ordinary shares of the Company properly exercised their right to redeem their shares for cash at a redemption
price of approximately $ 11.43 per share. As a result, $ 24,603,697 was removed from the Trust Account to redeem such shares and 7,128,431
Class A ordinary shares of the Company remained outstanding after the redemption has been effected. Upon payment of the redemption,
$ 20,350,872 remained in the Trust Account. As a result of the approval of the Articles, an additional $ 5,806 was deposited into the Trust
Account representing the two-day prorated amount of the $ 90,000 monthly deposit for a 31-day month for the July 8, 2024 period. In connection
with the Shareholder Meeting, the Company and CIIG III entered into non-redemption agreements with unaffiliated third-party shareholders
of the Company in exchange for such shareholders agreeing to not redeem (or validly rescind any redemption requests on) an aggregate of
 1,679,608 Class A ordinary shares, par value $ 0.0001 per share.

 Extensions of Business Combination
Deadline

 The Company initially had 18 months from the closing of the IPO, until
June 13, 2023 (or up to 24 months from the closing of the Company's IPO if the Company extended the period of time to consummate
a Business Combination, subject to the Original Sponsor depositing additional funds in the Trust Account) to complete an initial Business
Combination.

 On June 2,
2023, the Company amended its Articles to extend the date by which it has to consummate an initial Business Combination from June 13,
2023 to September 13, 2023 and to allow the Company to elect to further extend the date by which the Company has to consummate an
initial Business Combination (the "Termination Date") on a monthly basis for up to six times by an additional one month each
time after September 13, 2023, until March 13, 2024, unless the closing of a Business Combination shall have occurred prior
thereto. In connection with this extension, the Company also amended the Trust Agreement to align the date on which Continental must commence
liquidation of the Trust Account to the dates stipulated in the Company's revised Articles. In connection with this extension, stockholders
holding 16,994,128 shares of the Company's Class A ordinary shares issued in the Company's IPO exercised their right
to redeem such shares for a pro rata portion of the funds in the Company's Trust Account. As a result, $ 178,982,472 (approximately
$ 10.53 per share) was removed from the Company's Trust Account to pay such holders.

 F- 9

 On
December 15, 2023, the Company amended its Articles once again to extend the Termination Date from January 13, 2024 to
May 8, 2024 and to allow the Company to elect to further extend the Termination Date on a monthly basis for up to seven times
by an additional one month each time after May 8, 2024, until December 8, 2024, unless the closing of a Business
Combination shall have occurred prior thereto (the "Second Extension"). In connection with such Second Extension, the Company entered into another amendment
to the Trust Agreement to align the date on which Continental must commence liquidation of the Trust Account to the dates stipulated
in the Company's further revised Articles. In connection with this extension, stockholders holding 561,310 shares of the
Company's Class A ordinary shares issued in the Company's IPO exercised their right to redeem such shares for a pro
rata portion of the funds in the Company's Trust Account. As a result, $ 6,182,366 (approximately $ 11.01 per share) was removed
from the Company's Trust Account to pay such holders.

 In connection with the Second Extension, the Contributor agreed to deposit into the Trust Account a December 2023 EGM Contribution (i)
on or before January 13, 2024, with respect to the extension to May 8, 2024, an amount equal to $ 345,000, and (ii) one business day following
the public announcement by the Company disclosing that the Company's board of directors has determined to extend the date by which
the Company must consummate an initial Business Combination for an additional month, with respect to the extension to each such Additional
Articles Extension Date, an amount equal to $ 90,000, with the maximum aggregate amount of December 2023 EGM Contributions being $ 975,000.
It was further agreed that the December 2023 EGM Contributions will be evidenced by a December 2023 EGM Contribution Note and will be
repayable by the Company upon the completion of Business Combination.

 On January 11, 2024, the Company deposited $ 345,000 into the Trust
Account as a December 2023 EGM Contribution to extend the Termination Date until May 8, 2024.

 On May 6, 2024,
the Company elected to extend the Termination Date by one month, until June 8, 2024. In connection with such extension, on May 6,
2024, the Contributor deposited $ 90,000 into the Trust Account as a December 2023 EGM Contribution.

 On June 6,
2024, the Company elected to extend the Termination Date by one month, until July 8, 2024. In connection with such extension, on
June 8, 2024, the Contributor deposited $ 90,000 into the Trust Account.

 On July 10, 2024, the Company held its Shareholder Meeting in
lieu of an annual general meeting of shareholders. At the Shareholder Meeting, the shareholders of the Company also approved to amend
the Company's amended and restated memorandum and articles of association (the "Articles") to eliminate the requirement
to make monthly cash deposits to the Trust Account in order to extend the date by which the Company has to consummate a Business Combination
(the "Termination Date") from July 8, 2024 to December 9, 2024 (the "The Third Extensions") and to allow
the Company, without another shareholder vote, to elect to further extend the Termination Date, if the Company has by the Articles Extension
Date entered into a letter of intent or definitive binding agreement to consummate a Business Combination, on a monthly basis for up to
six times by an additional one month each time after the Articles Extension Date, by resolution of the Company's board of directors,
and upon one calendar days' advance notice prior to the applicable Termination Date, until June 9, 2025. As a result of
the approval of the Articles, an additional $ 5,806 was deposited into the Trust Account representing the two-day prorated amount of the
$ 90,000 monthly deposit for a 31-day month for the July 8, 2024 period.

 F- 10

 In connection with the shareholders' vote at the Shareholder
Meeting, the holders of 2,153,204 Class A ordinary shares of the Company properly exercised their right to redeem their shares for
cash at a redemption price of approximately $ 11.43 per share. As a result, approximately $ 24,603,697 was removed from the Trust Account
to redeem such shares and 7,128,431 Class A ordinary shares of the Company remained outstanding after the redemption has been effected.
Upon payment of the redemption, approximately $ 20,350,872 remained in the Trust Account.

the Shareholder Meeting, the Company and CIIG Management III LLC entered into non-redemption agreements with unaffiliated third-party
shareholders of the Company in exchange for such shareholders agreeing to validly rescind any redemption requests on an aggregate of 1,679,608
Class A ordinary shares, par value $ 0.0001 per share.

 In December 2024 and the first quarter of 2025,
the Company announced four of six additional monthly extensions of the Articles Extension Date through April 9, 2025. On April 7,
2025, the Company announced an additional monthly extension through May 9, 2025.

 Liquidity, Capital Resources and Going Concern

 As of December 31,
2024, the Company had cash outside the Trust Account of $ 6,239, available for working capital needs, and working deficit of $ 5,100,449.

 Until
consummation of its Business Combination, we will be using the funds held outside the Trust Account, and any additional Working Capital
Loans from the initial shareholders, the Company's officers and directors, or their respective affiliates, or other third parties,
for identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses,
traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material
agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the
Business Combination.

 The
Company's liquidity needs up to December 31, 2024 had been satisfied through a payment from the Original Sponsor of $ 25,000 (see
Note 5 of the Consolidated Financial Statements) for the Founder Shares to cover certain offering costs and the borrowings under certain
unsecured promissory notes from the Original Sponsor of up to $ 2,038,250 (see Note 5 of the Consolidated Financial Statements). As of
December 31, 2024, the amounts under these notes were fully drawn and outstanding. In addition, our Original Sponsor deposited $ 1,065,015
into the Trust Account in connection with our Second Extension. CIIG III advanced $ 516,140 for the working capital needs of the
Company.

 In addition,
in order to finance transaction costs in connection with a Business Combination, the Sponsors, initial shareholders, officers, directors
or their affiliates may, but are not obligated to, provide the Company Working Capital Loans, as defined below (see Note 5 of the Financial
Statements). As of December 31, 2024, there were no amounts outstanding under any Working Capital Loans.

 If the Company is unable to complete a business
combination within the deadline prescribed in the Company's Articles, the Company will redeem 100 % of the outstanding public shares
for a pro rata portion of the funds held in the Trust Account, equal to the aggregate amount then on deposit in the Trust Account including
interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes, if any, divided
by the number of then outstanding public shares, subject to applicable law and as further described in the registration statement, and
then seek to dissolve and liquidate.

the Company's assessment of going concern considerations in accordance with the authoritative guidance FASB Accounting Standards
Update ("ASU") Topic2014-15,"Disclosure of Uncertainties About an Entity's Ability to Continue as a Going Concern",
management has determined that potential liquidity and capital shortage as described above and a mandatory liquidation, and subsequent
dissolution, should the Company be unable to complete a business combination, raise substantial doubt about the Company's ability
to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities that might be necessary
if the Company is unable to continue as a going concern.

 Risks and Uncertainties and Factors That May Adversely
Affect our Results of Operations

 Management
is currently evaluating the impact of the current global economic uncertainty including as a result of high inflation, rising interest
rates, supply chain disruptions, the Israel-Hamas conflict and the Russia-Ukraine war (including the impact of any sanctions imposed in
response thereto), as well uncertainty relates to protectionist legislations enacted by various countries, and has concluded that while
it is reasonably possible that any of these could have a negative effect on the Company's financial position, results of operations
and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We cannot at this time
fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they may negatively
impact the Company's business and the ability to complete a Business Combination.

 F- 11

 NOTE 2 — SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying consolidated 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 SEC.

 Emerging Growth Company Status

 The Company is an
"emerging growth company" as defined in Section 2(a) of the Securities Act of 1933, as amended, (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, 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 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 election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make comparison of the Company's financial statements with another public company 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 financial statements in conformity with US GAAP requires the Company's management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period.

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

 Cash and Cash Equivalents

 The Company considers
all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had $ 6,239
and $ 4,625 in cash and no cash equivalents as of December 31, 2024 and 2023, respectively.

 Cash Held in Trust Account

 As of December 31,
2024, and 2023, the Company had $ 20,735,124 and $ 43,419,605 in the Trust Account, respectively. As of December 31, 2024, the assets held
in the Trust Account were held in an interest-bearing demands deposit account.

 F- 12

 Concentration of Credit Risk

 Financial instruments
that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times,
may exceed the Federal Deposit Insurance coverage limit of $ 250,000. The Company has not experienced losses on these accounts and management
believes the Company is not exposed to significant risks on such accounts.

 Fair Value of Financial Instruments

 The fair value of
the Company's assets and liabilities, approximates the carrying amounts represented in the balance sheets, primarily due to their
short-term nature.

 Fair Value Measurement

 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. 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). The Company's financial instruments
are classified as either Level 1, Level 2 or Level 3. 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.

 Ordinary Shares Subject to Possible Redemption

 The Company accounts for its ordinary shares subject to possible redemption
in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from Equity." Ordinary shares subject to mandatory
redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable ordinary shares (including
ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence
of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times, ordinary shares
are classified as shareholders' deficit. The Company's Class A ordinary shares feature certain redemption rights that
are considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, 1,781,016
and 3,934,220 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 consolidated balance sheets as of December 31, 2024 and 2023, respectively.

 All of the Class A
ordinary shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares
in connection with the Company's liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination
and in connection with certain amendments to the Company's certificate of incorporation. In accordance withASC-480-10-S99,redemption
provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent
equity.

 If it is probable
that the equity instrument will become redeemable, the Company has the option to either accrete changes in the redemption value over the
period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the
earliest redemption date of the instrument or to recognize changes in the redemption value immediately as they occur and adjust the carrying
amount of the instrument to equal the redemption value at the end of each reporting period. The Company recognizes changes in redemption
value immediately as they occur. Immediately upon the closing of the IPO, the Company recognized the remeasurement adjustment from initial
carrying amount to redemption book value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional
paid-in capital and accumulated deficit.

 F- 13

 As of December 31, 2024 and 2023, the Class A ordinary shares
subject to possible redemption reflected on the consolidated balance sheets are reconciled in the following table:

 Class A ordinary shares subject to possible redemption, December 31, 2022

 $
 222,234,685

 Less:

 Redemptions

 ( 185,164,838
)

 Plus:

 Remeasurement of carrying value to redemption value

 6,349,758

 Class A ordinary shares subject to possible redemption, December 31, 2023

 43,419,605

 Less:

 Redemptions

 ( 24,603,697
)

 Plus:

 Remeasurement of carrying value to redemption value

 1,919,216

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

 $
 20,735,124

 Offering Costs associated with the Initial Public Offering

 Offering costs consist of
underwriting, legal, accounting and other expenses incurred through the balance sheet date that are directly related to the IPO. The
Company complies with the requirements of the ASC-340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB")
Topic5A-"Expenses of Offering."

 Offering costs are
allocated to the separable financial instruments issued in the IPO based on a relative fair value basis compared to total proceeds received.
Offering costs associated with warrant liabilities are expensed, and offering costs associated with the Class A ordinary shares are
charged to temporary equity. The Company incurred offering costs amounting to $ 12,964,576 as a result of the Initial Public Offering consisting
of $ 4,297,932 of underwriting commissions, $ 7,521,380 of deferred underwriting commissions, and $ 1,145,264 of other offering costs.

 On January 10,
2023, Bank of America ("BofA"), one of the two underwriters, executed a waiver letter confirming BofA's resignation
and waiver of its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $ 3,760,690.
On May 29, 2024, UBS, the other of the two underwriters, executed a waiver letter confirming UBS's resignation and waiver of
its entitlement to the payment of deferred fee under the terms of the underwriting agreement in the amount of $ 3,760,690.

 Net (Loss) Income Per Ordinary Share

 Net (loss) income
per ordinary share is computed by dividing net (loss) income by the weighted average number of ordinary shares outstanding during the
period, excluding ordinary shares subject to forfeiture by the Sponsor. At December 31, 2024 and 2023, the Company did not have any dilutive
securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings
of the Company. As a result, diluted (loss) income per share is the same as basic (loss) income per share for the period presented.

 The basic and diluted (loss) income per
ordinary share is calculated as follows:

 Year Ended
 December 31, 2024

 Year Ended
 December 31, 2023

 Class A redeemable

 Class A and Class B non-redeemable

 Class A redeemable

 Class A and Class B non-redeemable

 Basic and diluted net (loss) income per
 ordinary share

 Numerator:

 Allocation of net (loss) income, as adjusted

 $
 ( 1,719,239
)

 $
 ( 3,192,873
)

 $
 2,455,515

 $
 1,103,203

 Denominator:

 Basic and diluted weighted average shares outstanding

 2,910,566

 11,827,287

 Basic and diluted net (loss) income per ordinary share

 $
 ( 0.59
)

 $
 ( 0.59
)

 $
 0.21

 $
 0.21

 Income Taxes

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

 ASC Topic 740 prescribes
a recognition threshold and a measurement attribute for the financial statements 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 major
tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As
of December 31, 2024 and 2023, there were no unrecognized tax benefits and no amounts 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.
The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve months.

 F- 14

 The Company is considered
to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes
or income tax filing requirements in the Cayman Islands or the United States. As such, the Company's tax provision was zero for
the periods presented.

 Share-Based Compensation

 The Company adopted
ASC Topic 718, Compensation—Stock Compensation, guidance to account for its share-based compensation. It defines a fair value-based
method of accounting for an employee share option or similar equity instrument. The Company recognizes all forms of share-based payments
at their fair value on the grant date, which are based on the estimated number of awards that are ultimately expected to vest. Share-based
payments are valued using a Black-Scholes option pricing model. Grants of share-based payment awards issued to non-employees for services
rendered have been recorded at the fair value of the share-based payment, which is the more readily determinable value. The grants are
amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted,
but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service.
Share-based compensation expenses are included in costs and operating expenses depending on the nature of the services provided in the
statements of operations.

 Recent 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 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 Company adopted this standard as of December 31, 2024.

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

 NOTE 3 — INITIAL
PUBLIC OFFERING

 On December 13,
2021, the Company consummated its IPO of 20,000,000 Units. Each Unit was sold at a price of $ 10.00 and consists of one Class A ordinary
share and one-third of one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A ordinary share
at a price of $ 11.50 per share, subject to adjustment.

 Following the closing
of the IPO and the partial exercise of the over-allotment by the underwriters on December 13, 2021, $ 219,194,512 ($ 10.20 per Unit)
from the net proceeds of the sale of the Units in the IPO and the sale of the Private Placement Units, was placed in the Trust Account.
On November 24, 2023, the Company instructed Continental to maintain the funds in the Trust Account in cash in an interest-bearing
demand deposit account at a bank until the earlier of the consummation of the Company's Business Combination or the liquidation
of the Company.

 NOTE 4 — PRIVATE PLACEMENT

 Simultaneously with the closing of the IPO and partial exercise of
the over-allotment by the underwriters, the Company's Original Sponsor purchased an aggregate of 7,063,909 Private Placement Warrants,
each exercisable to purchase one Class A ordinary share at $ 11.50 per share, at a price of $ 1.50 per Warrant, or $ 10,595,863 in the
aggregate, in a private placement.

 The Private Placement
Warrants will be identical to the warrants sold in the IPO except that the Private Placement Warrants (i) will not be redeemable
by the Company, (ii) may not (including the Class A ordinary shares issuable upon exercise of these warrants), subject to certain
limited exceptions, be transferred, assigned or sold by the holders until 30 days after the completion of the Company's initial
Business Combination, (iii) may be exercised by the holders on a cashless basis and (iv) will be entitled to registration rights.

 If the Company does
not complete the initial Business Combination within the deadline prescribed by the Company's Articles, the Private Placement Warrants
will expire worthless.

 NOTE 5 — RELATED PARTY TRANSACTIONS

 Founder Shares

 On February 8, 2021, an affiliate of the Original Sponsor paid
$ 25,000, to cover certain offering and formation costs in consideration for 7,187,500 Class B ordinary shares, par value $ 0.0001
(the "Founder Shares"), which Founder Shares were subsequently transferred to the Original Sponsor for consideration of $ 25,000.
On November 8, 2021, 1,437,500 Class B ordinary shares were cancelled by the Company resulting in a decrease in the total number
of Class B ordinary shares outstanding from 7,187,500 shares to 5,750,000 shares. All amounts have been retroactively restated to
reflect this. Up to 750,000 Founder Shares were subject to forfeiture by the Original Sponsor depending on the extent to which the underwriters'
over-allotment option was exercised. On December 29, 2021, 377,585 Founder Shares were forfeited as a result of underwriter's
partial exercise of its over-allotment option. On January 27, 2022, the over-allotment option expired. As a result, the Founder Shares
are no longer subject to forfeiture.

 F- 15

 On and prior to July 10, 2024,
the Company and the CIIG III entered into agreements (the "July 2024 Non-Redemption Agreements") with third parties in exchange
for them agreeing not to redeem Class A ordinary shares at the Special Meeting at which a proposal to amend to the Company's Memorandum
and Articles of Association to effect an extension of time for the Company to consummate an initial business combination (the "The
Third Extension Charter Amendment Proposal") from July 8, 2024 to June 9, 2025 (the "The Third Extension"). The Non-Redemption
Agreements provide for the allocation of 629,852 Founder Shares held by the CIIG III in exchange for such investors agreeing to hold and
not redeem certain public shares at the Special Meeting. The Company estimated the aggregate fair value of the Founder Shares attributable
to the July 2024 Non-Redemption Agreements to be $ 2,813,549 or approximately $ 4.47 per share. The excess of the fair value of the Founder
Shares was determined to be a contribution to the Company from CIIG III in accordance with Staff Accounting Bulletin ("SAB")
Topic 5T and a finance cost in accordance with SAB Topic 5A.

 Prior to the completion of the IPO, the Original Sponsor transferred
 300,000 of Founder Shares to some of the Company's directors and executives in recognition of and compensation for their future
services to the Company. On July 11, 2023, the Company issued an aggregate of 275,000 Class A ordinary shares to certain of
the Company's directors and executives upon the conversion of an equal number of Founder Shares held by such directors and executives.
On November 29, 2023, pursuant to a securities exchange agreement between the Original Sponsor and a director of the Company (the
"Director"), the Original Sponsor assigned and transferred to the Director 25,000 of the Company's Class A ordinary
shares in exchange for the simultaneous transfer and assignment to the Original Sponsor by the Director of 25,000 Founder Shares. The
assignment of the Founders Shares to the Company's directors and advisors is within the scope of ASC Topic 718, "Compensation-Stock
Compensation" ("ASC 718"). Under ASC 718, stock-based compensation associated with equity-classified awards is measured
at fair value upon the grant date. The fair value of the 300,000 shares granted to the Company's directors, and executives was $ 1,926,000
or $ 6.42 per share. The Founders Shares were effectively assigned to directors and executives subject to a performance condition (i.e.,
the consummation of a Business Combination). Compensation expense related to the Founders Shares is recognized only when the performance
condition is probable of achievement under the applicable accounting literature. Stock-based compensation would be recognized at the date
a Business Combination is considered probable in an amount equal to the number of Founders Shares times the grant date fair value per
share (unless subsequently modified) less the amount initially received for the purchase of the Founders Shares. On December 2, 2024,
the Company entered into the VenHub Business Combination Agreement. The VenHub Business Combination Agreement is subject to certain conditions
to closing, such as, for example, approval by the Company's shareholders. As a result, the Company determined that taking into account
that there is a possibility that a Business Combination might not happen, and, therefore, no stock-based compensation expense has been
recognized.

 The Original Sponsor agreed to certain transfer restrictions and performance
conditionality on its Founder Shares:

 50 % of the Founder Shares and any Class A ordinary shares issuable
upon conversion thereof held by the Original Sponsor shall not be transferred, assigned or sold except to certain permitted transferees
until the completion of the initial Business combination;

 25 % of the Founder Shares and any Class A ordinary shares issuable
upon conversion thereof held by the Original Sponsor shall not be transferred, assigned or sold except to certain permitted transferees
unless and until the last sale price of the ordinary shares equals or exceeds $ 11.50 per share (as adjusted for share subdivisions,
share consolidations, share capitalizations, rights issuances, 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; and

 25 % of the Founder Shares and any Class A ordinary shares issuable
upon conversion thereof held by the Original Sponsor shall not be transferred, assigned or sold except to certain permitted transferees
unless and until the last sale price of the ordinary shares equals or exceeds $ 13.00 per share (as adjusted for share subdivisions,
share consolidations, share capitalizations, rights issuances, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30 -tradingday period commencing at least 150 days after the initial Business Combination.

 On May 31, 2024, the
Original Sponsor transferred 3,533,191 Class A and 17,500 Class B Ordinary Shares to CIIG III as part of the terms of the
2024 Securities Assignment Agreement, described in Note 1.

the Transaction, the Lock-Up period definition in the Insider Letters were amended with the consent of the Company and the IPO underwriters. Pursuant
to the Insider Letter with CIIG III, CIIG III and the Chief Executive Officer have agreed that, it or he shall not Transfer 50 % of
the Founder Shares (or any Class A ordinary shares issuable upon conversion thereof) until the completion of the Company's
initial Business Combination and 50% of the Founder Shares (or any Class A ordinary shares issuable upon conversion thereof
shall not be transferred, assigned or sold except to permitted transferees unless and until the earlier to occur of (A) six months
after the completion of the Company's initial Business Combination and (B) subsequent to the Company's initial Business
Combination if the last sale price of the ordinary shares equals or exceeds $ 12.00 per share (subject to adjustment) for any 20 trading
days within any30-tradingday period commencing at least 150 days after the Company's initial Business Combination.

the Shareholder Meeting, the Company and CIIG III entered into non-redemption agreements with unaffiliated third-party shareholders of
the Company in exchange for such shareholders agreeing to not redeem (or validly rescind any redemption requests on) an aggregate of 1,679,608
Class A ordinary shares.

 Promissory Note — Related Party

 On February 19, 2021,
the Original Sponsor agreed, under a promissory note, to loan the Company up to $ 500,000 to be used for a portion of the expenses of
the IPO. Any loans under the promissory note are non-interest bearing, unsecured and have no fixed terms or repayment and can be
repaid at any time. The loans under the initial promissory note were repaid upon the closing of the IPO out of the $ 1,000,000 of
offering proceeds that has been allocated to the payment of offering expenses.

 F- 16

 In addition, the Company and the Original
Sponsor entered into the following promissory notes:

 On November 11, 2022, the OriginalSponsor agreed, under a separate promissory note, to loan the Company up to $ 500,000. This note is not interest bearing and it has to be repaid the date on which the Company consummates its initial business combination. This facility was fully drawn and outstanding as of December 31, 2024.

 On June 27, 2023, the Original Sponsor agreed, under a separate promissory note, to loan the Company additional $ 100,000. This note is not interest bearing and it has to be repaid on the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date on which the Company is liquidated. This facility was fully drawn and outstanding as of December 31, 2024.

 On August 17, 2023, the Original Sponsor agreed, under a separate promissory note, to loan the Company additional $ 100,000. This note is not interest bearing and it has to be repaid on the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date on which the Company is liquidated. This facility was fully drawn and outstanding as of December 31, 2024.

 On August 17, 2023, the Original Sponsor agreed, under a separate promissory note, to loan the Company additional $ 250,000. This note is not interest bearing and it has to be repaid on the earlier of (i) the date on which the Company consummates its initial business combination and (ii) the date on which the Company is liquidated. This facility was fully drawn and outstanding as of December 31, 2024.

 On December 15, 2023, the Original Sponsor agreed, under a separate promissory note, to loan the Company additional $ 1,000,000. This note is not interest bearing and it has to be repaid on or before December 31, 2025. This facility was partially drawn and $ 701,000 was outstanding as of December 31, 2024.

 On March 26, 2024, the Original Sponsor agreed, under a separate promissory note, to loan the Company additional amount of $ 80,000. This note is not interest bearing and it has to be repaid on or before December 31, 2025. The Company has drawn $ 54,250 under terms of this note as of December 31, 2024.

 On May 14, 2024, the Original Sponsor agreed, under an additional promissory note, to loan the Company additional amount of $ 30,000. This note is not interest bearing and it has to be repaid on the date on which the Company consummates its initial business combination. This facility was fully drawn as of December 31, 2024.

 On May 17, 2024, the Original Sponsor agreed, under an additional promissory note, to loan the Company additional amount of $ 300,000. This note is not interest bearing and it has to be repaid on the date on which the Company consummates its initial business combination. The Company has drawn $ 300,000 under terms of this note as of December 31, 2024.

 Contribution Notes

 In connection with the amendment of the Articles of June 2, 2023,
the Contributor agreed to deposit into the Trust Account the June 2023 EGM Contributions for the maximum aggregate amount of $ 810,000.
The June 2023 EGM Contributions are evidenced by anon-interest bearing, unsecured convertible promissory note to our Original Sponsor
(the "June 2023 EGM Contribution Note") and will be repayable by the Company upon consummation of a Business Combination.
The amount of $ 630,015 was drawn and contributed to the Trust Account and was outstanding under the June 2023 EGM Contribution Note as
of December 31, 2024 and 2023.

 The June 2023 EGM
Contribution Note may be converted into warrants of the post-business combination entity, which shall have terms identical to the Private
Placement Warrants sold concurrently with the Company's IPO, each exercisable for one Class A ordinary share at a purchase
price of $ 11.50 per share, at a price of $ 1.50 per warrant at the option of the Contributor. The conversion feature included in the June
2023 EGM Contribution Note does not meet the definition of a derivative instrument.

the Second Extension, the Contributor agreed to deposit into the Trust Account the December 2023 EGM Contributions for the maximum aggregate
amount of $ 975,000. The December 2023 EGM Contributions are evidenced by the December 2023 EGM Contribution Note and will be repayable
by the Company upon consummation of a Business Combination. As of December 31, 2024 and 2023, $ 435,000 and $ 0, respectively, was
drawn and contributed to the Trust Account and was outstanding under the December 2023 EGM Contribution Note, respectively.

 The December 2023
EGM Contribution Note may be converted into warrants of the post-business combination entity, which shall have terms identical to the
Private Placement Warrants sold concurrently with the Company's IPO, each exercisable for one Class A ordinary share at a purchase
price of $ 11.50 per share, at a price of $ 1.50 per warrant at the option of the Contributor. The conversion feature included in the December
2023 EGM Contribution Note does not meet the definition of a derivative instrument.

 2024 Securities Assignment Agreement

 Pursuant to the Assignment Agreement, CIIG III agreed to reduce to
zero any remaining balance of the promissory notes issued to the Company on November 11, 2022, June 27, 2023, August 17, 2023, December
15, 2023, and January 9, 2024, and the contribution notes issued to the Company on June 2, 2023 and January 9, 2024 in excess of $ 1,550,000
and have the $ 1,550,000 balance of the promissory notes and contribution notes paid as part of the Reimbursement so long as the inclusion
of such balance does not result in the aggregate amount of Legacy Expenses exceeding $ 1,550,000. The residual amount of promissory notes
to the Original Sponsor as of December 31, 2024 is $ 1,302,581, which is reflected in the Company's consolidated balance sheet.

 Working Capital Loans

 In addition, in
order to finance transaction costs in connection with an intended Business Combination, the Sponsors or an affiliate of the Sponsors, or
certain of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working
Capital Loans") on a non-interest basis. If the Company completes the initial Business Combination, the Company would
repay the Working Capital Loans.

 F- 17

 In the event that
the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to
repay the Working Capital Loans but no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000
of such Working Capital Loans may be convertible into Private Placement Warrants of the post Business Combination entity at a price of
$ 1.50 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. As of December 31,
2024 and 2023, the Company had no borrowings under the Working Capital Loans.

 Administrative Services Fee

 The Company paid the Original Sponsor $ 10,000
per month for office space, utilities, secretarial and administrative support services provided to members of the Company's management
team. Upon completion of the initial Business Combination or the Company's liquidation, the Company will cease paying these monthly
fees. As of December 31, 2024 and 2023, the Company had accrued $ 313,951 and $ 247,419, respectively, for the administrative support
services. According to the terms of the Assignment Agreement the administrative services agreement was terminated and the amount of the
administrative fees previously incurred by the Company and outstanding was reduced to the amount of $ 247,419 which is included in the
amount due to related party in the Company's consolidated balance sheet as of December 31, 2024, and which is expected to be
paid at the completion of Business Combination.

 Advances from CIIG III

 Subsequent to the date of the Securities Assignment Agreement, CIIG
III paid certain operating expenses of the Company. A total of such payments amounted to $ 516,140, which is included in the due to related
party in the Company's consolidated balance sheet as of December 31, 2024.

 Dissolution Expenses

 On June 25,
2024, the Board of Directors agreed to waive the Company's right under Article 49 of the Company's Amended and Restated Memorandum
and Articles of Association to access up to $ 100,000 of interest from the Company's trust account established in connection with
Company's initial public offering in the event Proposals 1 and 2 were approved at the Company's July 10, 2024 Shareholder
Meeting. As a result of the approval of Proposals 1 and 2 at the Company's July 10, 2024 Shareholder Meeting, CIIG Management
III LLC, a Delaware limited liability company, has agreed to pay up to $ 100,000 of dissolution expenses that might occur in the event
a business combination transaction does not occur.

 NOTE 6 — COMMITMENTS
AND CONTINGENCIES

 Registration Rights

 The holders of the
Founder Shares, which were issued in a private placement prior to the closing of the IPO, (ii) Private Placement Warrants which will
be issued in a private placement simultaneously with the closing of the IPO and the Class A ordinary shares underlying such Private
Placement Warrants and warrants that may be issued upon conversion of working capital loans will have registration rights to require the
Company to register a sale of any of its securities held by them and any other securities of the Company acquired by them prior to the
consummation of the initial Business Combination pursuant to a registration rights agreement to be signed prior to or on the effective
date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that we register
such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements
filed subsequent to the Company's completion of the Business Combination. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.

 Underwriting Agreement

 The underwriters had a
45-day option from the date of the IPO to purchase up to an additional 3,000,000 Units to cover over-allotments, if any. This option
has been assessed a value of $ 120,000 based on a Black-Scholes model. This amount has been included in the balance sheets as
"Over-Allotment option liability."

 On December 29,
2021, the underwriters purchased an additional 1,489,658 Over-Allotment Units pursuant to the exercise of the Over-Allotment Option.

 The underwriters
were paid underwriting commission of $ 0.20 per unit, or $ 4,000,000 in the aggregate, upon the closing of the IPO. In addition, $ 7,521,380,
in the aggregate, was originally payable to the Company's underwriters for deferred underwriting commission.

 On January 10,
2023, BofA executed a waiver letter confirming BofA's resignation and waiver of its entitlement to the payment of deferred fee under
the terms of the underwriting agreement in the amount of $ 3,760,690.

 On May 29,
2024, UBS executed a waiver letter confirming UBS's resignation and waiver of its entitlement to the payment of deferred fee under
the terms of the underwriting agreement in the amount of $ 3,760,690.

 Termination Clause of Business Combination Agreement
between the Company and Venhub

 VenHub shall pay or cause to be paid $ 750,000 to the
Company or its designees through wire transfer of same-day funds within two Business Days in the event the Business Combination Agreement
is terminated under certain circumstances, as described further in the Business Combination Agreement

 F- 18

 NOTE 7 — SHAREHOLDERS'
DEFICIT

 Preference Shares —
The Company is authorized to issue 5,000,000 preference shares with a par value of $ 0.0001 and with such designations,
voting and other rights and preferences as may be determined from time to time by the Company's board of directors. As of December
31, 2024 and 2023, there were no preference shares issued or outstanding.

 Class A
Ordinary Shares — The Company is authorized to issue 500,000,000 Class A ordinary shares with a par value of $ 0.0001 per
share. As of December 31, 2024 and 2023, there were 5,347,415 Class A ordinary shares outstanding (excluding 1,781,016 and 3,934,220
Class A ordinary shares subject to possible redemption which have been issued).

 On July 11, 2023, the Company issued an aggregate of 5,347,415
Class A ordinary shares to the Original Sponsor and certain directors and officers of the Company (each, a "Holder",
together the "Holders"), upon the conversion (the "Conversion") of an equal number of the Company's Class B
ordinary shares held by the Holders.

 The 5,347,415 Class A
Ordinary Shares issued in connection with the Conversion are subject to the same restrictions as applied to the Class B Ordinary
Shares before the Conversion, including, among other things, (i) certain transfer restrictions, (ii) waiver of redemption rights,
(iii) waiver of rights to receive liquidating distributions from the Company's Trust Account and (iv) the obligation to
vote in favor of a Business Combination as described in the prospectus for the Company's Initial Public Offering. In addition, following
the Conversion, certain additional restrictions pursuant to Regulation S of the Securities Act apply to the Class A Ordinary Shares
of the Holders.

 On November 29, 2023, pursuant to a securities exchange agreement
between the Original Sponsor and the Director, the Original Sponsor assigned and transferred to the Director 25,000 of our Class A
ordinary shares in exchange for the simultaneous transfer and assignment to our Original Sponsor by the Director of 25,000 Class B
ordinary shares of the Company.

 As of December 31,
2024 and 2023, there were 7,128,431 and 9,281,635 Class A ordinary shares outstanding (including 1,781,016 and 3,934,220 Class A
ordinary shares subject to possible redemption), respectively.

 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 are entitled to one vote for each share of Class B ordinary shares. As of December 31, 2024 and 2023, there
were 25,000 Class B ordinary shares outstanding, respectively.

 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 Company's shareholders except as
required by law. Unless specified in the Company's amended and restated memorandum and articles of association, or as required by
applicable provisions of the Companies Act or applicable stock exchange rules, the affirmative vote of a majority of the Company's
ordinary shares that are voted is required to approve any such matter voted on by its shareholders. 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 sub-divisions, share capitalizations, reorganizations, recapitalizations
and the like, and subject to further adjustment as provided herein. In the case that additional Class A ordinary shares or equity-linked
securities are issued or deemed issued in connection with the initial Business Combination, the number of Class A ordinary shares
issuable upon conversion of all Founder Shares will equal, in the aggregate, 20 % of the total number of Class A ordinary shares outstanding
after such conversion (after giving effect to any redemptions of Class A ordinary shares by public shareholders), including the total
number of Class A ordinary shares issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities
or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination,
excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares
issued, or to be issued, to any seller in the initial Business Combination and any Private Placement Warrants issued to the Original Sponsor,
officers or directors upon conversion of Working Capital Loans; provided that such conversion of Founder hares will never occur on a less
than one-for-one basis.

 Warrants —
Each whole warrant entitles the holder to purchase one share of the Company's Class A ordinary shares at a price of $ 11.50
per share, subject to adjustment.

 The warrants will
expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business
Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly
to the Company and not placed in the Trust Account.

 The Company will
not be obligated to deliver any shares of Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A
ordinary shares issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A
ordinary shares is available, subject to the satisfying the Company's obligations described below with respect to registration.
No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking
to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws
of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant
and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the
event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will
have paid the full purchase price for the unit solely for the share of Class A ordinary shares underlying such Unit.

 F- 19

 The Company is not
registering the Class A ordinary shares issuable upon exercise of the warrants at this time. However, the Company has agreed that
as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company
will use its commercially reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination
to have declared effective, a registration statement covering the issuance of the shares of Class A ordinary shares issuable upon
exercise of the warrants and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants
expire or are redeemed; provided that, if the Class A ordinary shares is at the time of any exercise of a warrant not listed on a
national securities exchange such that it satisfies the definition of a "covered security" under Section 18(b)(1) of
the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a "cashless
basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not
be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

 Redemption of public warrants

 Once the warrants become exercisable, the Company may redeem
the public warrants for redemption:

 in whole and not in part;

 at a price of $ 0.01 per warrant;

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

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

 If and when the
warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the
underlying securities for sale under all applicable state securities laws. If the Company calls the public warrants for redemption, as
described above, its management will have the option to require any holder that wishes to exercise the public warrants to do so on a "cashless
basis," as described in the warrant agreement. The exercise price and number of ordinary shares issuable upon exercise of the public
warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization,
reorganization, merger or consolidation. However, except as described below, the public warrants will not be adjusted for issuances of
ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the public
warrants. If the Company is unable to complete a Business Combination within the deadline prescribed in the Company's Articles and
the Company liquidates the funds held in the Trust Account, holders of public warrants will not receive any of such funds with respect
to their public warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with
respect to such public warrants. Accordingly, the public warrants may expire worthless.

 In addition, if (x) the Company issues additional Class A
ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an
issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective issue price
to be determined in good faith by the Company's board of directors and, in the case of any such issuance to the Original Sponsor
or its affiliates, without taking into account any Founder Shares held by the Original Sponsor or such affiliates, as applicable, prior
to such issuance) (the "Newly Issued Price"), (y) the aggregate gross proceeds from such issuances represent more than 60 %
of the total equity proceeds, and interest thereon, available for the funding of a Business Combination, and (z) the volume weighted
average trading price of the Class A ordinary shares during the 20 trading day period starting on the trading day prior to the day
on which the Company consummates a Business Combination (such price, the "Market Value") is below $ 9.20 per share, then the
exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly
Issued Price, and the $ 18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180 % of the higher
of the Market Value and the Newly Issued Price.

 The Private Placement
Warrants will be identical to the public warrants underlying the Units being sold in the IPO, except that (x) the Private Placement
Warrants will not be transferable, assignable or salable and the Class A ordinary shares issuable upon the exercise of the Private
Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, in each
case subject to certain limited exceptions, (y) the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable
and (z) the Private Placement Warrants and the Class A ordinary shares issuable upon the exercise of the Private Placement Warrants
will be entitled to registration rights.

 As of November 2,
2023, the Company accounted for 14,227,128 warrants (including 7,163,219 Public Warrants and 7,063,909 Private Placement Warrants) in
accordance with the guidance contained in ASC 815-40.

 Such guidance provides that the warrants
described above are not precluded from equity classification. Equity-classified contracts are initially measured at fair value (or allocated
value). Subsequent changes in fair value are not recognized as long as the contracts continue to be classified in equity.

 NOTE 8 — 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. 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;

 F- 20

 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.

 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 chief operating
decision maker, or group, in deciding how to allocate resources and assess performance.

 The
Company's chief operating decision maker has been identified as the Chief Executive Officer ("CODM"), 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:

 2024

 2023

 Business combination expenses

 $
 2,707,274

 $
 286,379

 Other general and administrative expenses

 $
 1,256,272

 $
 1,874,646

 Total general and administrative expenses

 $
 3,963,546

 $
 2,161,025

 Interest income on cash and investment held in Trust Account

 $
 1,388,409

 $
 5,719,743

 The
key measures of segment profit or loss reviewed by our CODM are interest income on investment held in Trust Account and general and administrative
expenses. The CODM reviews interest income on investment held in Trust Account to measure and monitor shareholders value and determine
the most effective strategy of interest income on investment held in Trust Account funds while maintaining compliance with the trust
agreement. General and administrative expenses 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 general and administrative
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, other than as described below, the Company did not identify any subsequent events that would have
required adjustment or disclosure in the financial statements.

 In the first quarter of 2025, the Company announced
three additional monthly extensions to the Articles Extension Date which provides the Company through April 9, 2025 to consummate a business
combination, unless further extended. On April 7, 2025, the Company announced an additional monthly extension through May 9, 2025.

 On February 21,
2025, the Company commenced litigation in the Delaware Court of Chancery (the "Chancery Court") C.A. No. 2025-0191-BWD against
VenHub seeking a temporary restraining order to enjoin VenHub from terminating and taking any action contrary to the terms of the Business
Combination Agreement and specific performance compelling VenHub to comply with the terms of the Business Combination Agreement. On March
12, 2025, the Chancery Court granted the Company's request for a temporary restraining order enjoining VenHub from terminating
the Business Combination Agreement during the pendency of the action. This is not a final decision on the merits of the case, but rather
an order to ensure irrevocable actions do not take place before the Chancery Court renders a final decision on the merits. As a result
of the temporary restraining order, the Business Combination Agreement remains in full force and effect.

 On March 12, 2025 the Chancery Court also granted the Company's request to expedite the proceedings and scheduled trial for May
2025. On March 28, 2025 the Court entered a Stipulation and Order Governing Case Schedule and scheduled a Pre-Trial Conference for May
14, 2025. On April 4, 2025, the parties signed a Settlement Term Sheet agreeing to a settlement in principle of the litigation. On April
7, 2025, the parties notified the Court that they had reached a settlement in principle and the Court, at the parties' request,
struck all pending deadlines and the trial date. As a result, the litigation remains pending but is stayed while the parties finalize
the settlement. If the parties are unable to agree on final settlement documentation, the litigation would resume pursuant to a new schedule
and trial date.

 F- 21

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, on April 17, 2025.

 By:

 /s/ Michael Minnick

 Name: Michael Minnick

 Title: Chief Executive Officer

 Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed by the following persons on behalf of the Registrant
and in the capacity and on the dates indicated.

 Name

 Position

 Date

 /s/ Michael
 Minnick

 Chief Executive Officer

 April

 Michael Minnick

 (Principal Executive Officer)

 /s/ Heiko
 Dimmerling

 Chief Financial Officer
 and Director

 April

 (Principal Financial and
 Accounting Officer)

 /s/ Jeffrey
 Clarke

 April

 /s/ Gerhard
 Cromme

 Chairman and Director

 April

 Gerhard Cromme

 /s/ Sigal
 Regev

 April

 /s/ Lars
 Hinrichs

 April

 /s/ Michael
 Abbott

 April

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