UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

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

 For the fiscal year ended December 31, 2024

 or

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

 For the transition period
from
to

 Commission file number: 001- 42164

 SIM Acquisition Corp. I

 (Exact name of registrant as specified in its
charter)

 Cayman Islands

 35-2838851

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 78 SW 7th Street, Suite 500
 Miami, Florida

 33130

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (786) 753-9305

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on

which registered

 Units, each consisting of one Class A Ordinary Share and one-half of one Redeemable Warrant

 SIMAU

 The Nasdaq Stock Market LLC

 Class A Ordinary Shares, par value $0.0001 per share

 SIMA

 The Nasdaq Stock Market LLC

 Redeemable Warrants, each whole warrant exercisable for one Class A Ordinary Share at an exercise price of $11.50 per share

 SIMAW

 The Nasdaq Stock Market LLC

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

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

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

(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

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

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.

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).

is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The registrant's shares were not listed
on any exchange and had no value as of the last business day of the second fiscal quarter of 2024. The registrant's Units begin
trading on the Nasdaq Global Market on July 10, 2024 and the registrant's Class A Ordinary
Shares and Redeemable Warrants began trading on the Nasdaq Global Market on August
30, 2024. Accordingly, there was no market value for the registrant's common equity as of the last business day of the second
fiscal quarter of 2024. The aggregate market value of the registrant's outstanding Class A Ordinary Shares, other than shares held
by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares
on December 31, 2024, as reported on the Nasdaq Global Market, was $ 230,920,000.

 As of March 31, 2025, there were 23,000,000 Class
A Ordinary Shares, par value $0.0001 per share, and 7,666,667 Class B Ordinary Shares, par value $0.0001 per share, of the registrant
issued and outstanding.

 TABLE
OF CONTENTS

 PAGE

 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.

 Exhibit and Financial Statement Schedules.

 Item 16.

 Form 10-K Summary.

 i

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Report (as defined below),
including, without limitation, statements under Item 7. "Management's Discussion and Analysis of Financial Condition and Results
of Operations," includes forward-looking statements within the meaning of Section 27A of the Securities Act (as defined below) and
Section 21E of the Exchange Act (as defined below). These forward-looking statements can be identified by the use of forward-looking terminology,
including the words "believes," "estimates," "anticipates," "expects," "intends,"
"plans," "may," "will," "potential," "projects," "predicts," "continue,"
or "should," or, in each case, their negative or other variations or comparable terminology. There can be no assurance that
actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating
to our ability to consummate any acquisition or other Business Combination (as defined below) and any other statements that are not statements
of current or historical facts. These statements are based on Management's (as defined below) current expectations, but actual results
may differ materially due to various factors, including, but not limited to:

 our
ability to complete our initial Business Combination;

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

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

 our
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, as a result of which they would then receive expense reimbursements;

 the
potential incentive to consummate an initial Business Combination with an acquisition target that subsequently declines in value or is
unprofitable for public investors due to the low initial price for the Founder Shares (as defined below) paid by our Initial Shareholders
(as defined below);

 our
potential ability to obtain additional financing to complete our initial Business Combination;

 the ability of our officers and directors to generate additional
potential acquisition opportunities;

 our
pool of prospective target businesses;

 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 (as defined below) or available to us from interest income on the Trust Account balance;

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

 the
value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal
price paid for them, even if the trading price of our Public Shares (as defined below) at such time is substantially less than $10.00
per Public Share;

 the
impact on the amount held in the Trust Account, our capitalization, principal shareholders and other impacts on our Company (as defined
below) or Management Team should we seek to extend the Combination Period (as defined below) consistent with applicable laws, regulations
and stock exchange rules;

 our
financial performance; or

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

 ii

 Additionally, in 2024, the
SEC (as defined below) adopted additional rules and regulations relating to SPACs (as defined below). The 2024 SPAC Rules (as defined
below) require, among other matters, (i) additional disclosures relating to SPAC sponsors and related persons; (ii) additional disclosures
relating to SPAC Business Combination transactions (iii) additional disclosures relating to dilution and to conflicts of interest
involving sponsors and their affiliates in connection with proposed Business Combination transactions; (iv) additional disclosures regarding
projections included in SEC filings in connection with proposed Business Combination transactions and (v) the requirement that both
the SPAC and its target company be co-registrants in connection with registration statements relating to proposed Business Combination
transactions. In addition, the SEC's adopting release provided guidance describing circumstances in which a SPAC could become subject
to regulation under the Investment Company Act (as defined below), including its duration, asset composition, business purpose, and the
activities of the SPAC and its management team. The 2024 SPAC Rules may materially affect our ability to negotiate and complete our initial
Business Combination and may increase the costs and time related thereto.

 The forward-looking statements
contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects
on us. Future developments affecting us may not 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. 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.

 Unless otherwise stated in
this Report, or the context otherwise requires, references to:

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

 "2024
First Quarter Form 10-Q" are to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2024, as filed with
the SEC on August 23, 2024;

 "Administrative
Services Agreement" are to the Administrative Services Agreement, dated July 9, 2024, which we entered into with an affiliate of
our Sponsor (as defined below);

 "Amended
and Restated Memorandum" are to our Amended and Restated Memorandum and Articles of Association, as amended and currently in effect;

 "ASC"
are to the FASB (as defined below) Accounting Standards Codification;

 "ASU"
are to the FASB Accounting Standards Update;

 "Audit
Committee" are to the audit committee of our Board of Directors (as defined below);

 "Board
of Directors" or "Board" are to our board of directors;

 "Business
Combination" are to a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination
with one or more businesses;

 "Cantor"
are to Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public
Offering ( as defined below);

 "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;

 "Combination
Period" are to the 24-month period, from the closing of the Initial Public Offering to July 11, 2026, that we have to consummate
an initial Business Combination; provided that the Combination Period may be extended pursuant to an amendment to the Amended and Restated
Memorandum and consistent with applicable laws, regulations and stock exchange rules;

 iii

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

 "Company," "our," "we," or "us" are to SIM Acquisition Corp. I, a Cayman Islands exempted company;

 "Continental" are to Continental Stock Transfer & Trust Company, trustee of our Trust Account and warrant agent of our Public Warrants (as defined below);

 "DWAC System" are to the Depository Trust Company's Deposit/Withdrawal At Custodian System;

 "Exchange Act" are to the Securities Exchange Act of 1934, as amended;

 "Excise Tax" are to the U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023 as provided for by the Inflation Reduction Act of 2022;

 "FASB" are to the Financial Accounting Standards Board;

 "FINRA" are to the Financial Industry Regulatory Authority;

 "Founder Shares" are to the Class B Ordinary Shares initially purchased by our Initial Shareholders prior to the Initial Public Offering and the Class A Ordinary Shares that will be issued (i) upon the automatic conversion of the Class B Ordinary Shares at the time of our Business Combination or (ii) earlier at the option of the holders thereof, as described herein (for the avoidance of doubt, such Class A Ordinary Shares will not be "Public Shares");

 "GAAP" are to the accounting principles generally accepted in the United States of America;

 "IFRS" are to the International Financial Reporting Standards, as issued by the International Accounting Standards Board;

 "Initial Public Offering" or "IPO" are to the initial public offering that we consummated on July 11, 2024;

 "Initial Shareholders" are to holders of our Founder Shares prior to our Initial Public Offering;

 "Investment Company Act" are to the Investment Company Act of 1940, as amended;

 "IPO Promissory Note" are to that certain unsecured promissory note in the principal amount of up to $300,000 issued to our Sponsor on January 29, 2024;

 "IPO Registration Statement" are to the Registration Statement on Form S-1 initially filed with the SEC on June 17, 2024, as amended, and declared effective on July 9, 2024 (File No. 333-280274);

 "JOBS Act" are to the Jumpstart Our Business Startups Act of 2012;

 "Letter Agreement" are to the Letter Agreement, dated July 9, 2024, which we entered into with our Sponsor and our directors and officers;

 "Management" or our "Management Team" are to our executive officers and directors;

 "Nasdaq" are to the Nasdaq Global Market;

 "Nasdaq 36-Month Requirement" are to the Nasdaq requirement that a SPAC must complete one or more Business Combinations within 36 months following the effectiveness of its initial public offering registration statement;

 "Ordinary Shares" are to the Class A Ordinary Shares and the Class B Ordinary Shares, together;

 iv

 "Over-Allotment Option" are to the 45-day option from the date of the prospectus for the Initial Public Offering of the underwriters of the Initial Public Offering to purchase up to an additional 3,000,000 Units to cover any over-allotments, which was fully exercised by the underwriters upon the closing of the IPO;

 "PCAOB" are to the Public Company Accounting Oversight Board (United States);

 "Private
 Placement" are to the private placement of Private Placement Warrants that occurred simultaneously with the closing of our
 Initial Public Offering pursuant to the Private Placement Warrants Purchase Agreements (as defined below);

 "Private Placement Warrants" are to the warrants issued to our Sponsor and Cantor in the Private Placement;

 "Private Placement Warrants Purchase Agreements" are to
the (i) Private Placement Warrants Purchase Agreement, dated July 9, 2024, which we entered into with our Sponsor and (ii) the Private
Placement Warrants Purchase Agreement, dated July 9, 2024, which we entered into with Cantor, together;

 "Public
Shares" are to the Class A Ordinary Shares sold as part of the Units in our Initial Public Offering (whether they were purchased
in our Initial Public Offering or thereafter in the open market);

 "Public Shareholders" are to the holders of our Public Shares, including our Initial Shareholders, Management Team, and advisors to the extent our Initial Shareholders. the members of our Management Team, and/or advisors purchase Public Shares, provided that each Initial Shareholder's, member of our Management Team's, and advisor's status as a "Public Shareholder" will only exist with respect to such Public Shares;

 "Public Warrants" are to the redeemable warrants sold as part of the Units in our Initial Public Offering (whether they were subscribed for in our Initial Public Offering or purchased in the open market);

 "Registration Rights Agreement" are to the Registration Rights Agreement, dated July 9, 2024, which we entered into with the Sponsor and Cantor;

 "Report" are to this Annual Report on Form 10-K for the fiscal year ended December 31, 2024;

 "Sarbanes-Oxley Act" are to the Sarbanes-Oxley Act of 2002;

 "SEC" are to the U.S. Securities and Exchange Commission;

 "Securities Act" are to the Securities Act of 1933, as amended;

 "SIM" are to Sauvegarder Investment Management, Inc., a multi-strategy investment firm dedicated to intellectual property-related financing and monetization opportunities, that is affiliated with our Sponsor.

 "SPACs" are to special purpose acquisition companies;

 "Sponsor" are to SIM Sponsor 1 LLC, a Delaware limited liability company;

 "Trust Account" are to the U.S.-based Trust Account in which an amount of $ 230,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing of the Initial Public Offering;

 "Trust Agreement" are to the Investment Management Trust Agreement, dated July 9, 2024, which we entered into with Continental, as trustee of the Trust Account;

 "Units" are to the units sold in our Initial Public Offering, which consist of one Public Share and one-half of one Public Warrant;

 "Warrants" are to the Private Placement Warrants and the Public Warrants, together;

 "Withum"
are to WithumSmith+Brown, PC, our independent registered public accounting firm; and

 "Working Capital Loans" are to funds that, in order to provide working capital or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of our directors and officers may, but are not obligated to, loan us.

 v

 Item 1.
Business.

 Overview

 We are a blank check company
incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination. We have not selected
any Business Combination target. We may pursue a Business Combination in any business or industry, but are focused on companies in the
healthcare industry.

 The 2024 SPAC Rules may materially
affect our ability to negotiate and complete our initial Business Combination and may increase the costs and time related thereto.

 Initial Public Offering

 On July 11, 2024, we consummated
our Initial Public Offering of 23,000,000 Units, i ncluding 3,000,000 Units issued pursuant to the
full exercise of the Over-Allotment Option. Each Unit consists of one Public Share and one-half of one Public Warrant, with each
whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50 per share. The Units were sold at
a price of $10.00 per Unit, generating gross proceeds to our Company of $230,000,000.

 Simultaneously with the closing
of the Initial Public Offering, we completed the private sale of an aggregate of 6,000,000 Private Placement Warrants to our Sponsor and
Cantor in the Private Placement at a purchase price of $1.00 per Private Placement Warrant, generating gross proceeds of $6,000,000. Of
those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor purchased 2,000,000 Private
Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except as otherwise disclosed herein.

 A total of $ 230,000,000
 from the proceeds of the Initial Public Offering and Private Placement was placed in the Trust Account maintained by Continental,
acting as trustee.

 It is the job of our Sponsor
and Management to complete our initial Business Combination. Our Management is led by Erich Spangenberg, our Chairman and Chief Executive
Officer, and David Kutcher, our Chief Financial Officer and Director, who have many years of experience in investing across asset classes
and structures. We must complete our initial Business Combination by July 11, 2026, the end of our Combination Period, which is 24 months
from the closing of our Initial Public Offering. If our initial Business Combination is not consummated by the end of our Combination
Period, then, unless we obtain shareholder approval to extend the Combination Period, our existence will terminate, and we will distribute
all amounts in the Trust Account.

 We may seek to extend the
Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated
Memorandum. Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem
all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held
in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition,
Nasdaq's rules currently require SPACs (such as us) to complete our initial Business Combination in accordance with the Nasdaq
36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of
trading and delisting from Nasdaq.

 Sauvegarder Investment Management, Inc.

 Members of our Sponsor include
the partners and employees of SIM, a multi-strategy investment firm dedicated to intellectual property-related financing and investment
opportunities including structured senior debt, structured equity, and high-value licensing and monetization campaigns. Founded in 2023,
SIM invests across intellectual property as an asset class and across jurisdictions, primarily focusing on the U.S., Europe and Israel.
We utilize the SIM platform to provide access to deal prospects, and network, along with any necessary resources to aid in the identification,
diligence, and operational support of a target for the initial Business Combination. SIM partners and employees maintain an extensive
network of relationships that we believe provide us with a distinct advantage for sourcing opportunities and ultimately creating value
for shareholders.

 The past performance of our
Management Team, SIM, or their respective affiliates is not a guarantee either (i) of success with respect to any Business Combination
we may consummate or (ii) that we will be able to identify a suitable candidate for our initial Business Combination. You should not rely
on the historical record of our Management Team's or SIM's or their respective affiliates' performance as indicative
of our future performance.

 Healthcare Industry Attractiveness

 The healthcare sector is large
and rapidly growing and our Management Team will use our competitive advantages to pursue attractive investment opportunities. Healthcare
is one of the fastest growing sectors of the U.S. economy, accounting for roughly 18% of gross domestic product, or $4.7 trillion estimated
in 2023. By 2030, expenditures are expected to reach $6.8 trillion. We expect a rapidly aging population and continued advances in clinical
care and enabling technology to fuel a continuation of this growth well into the future, as the healthcare industry is expected to maintain
an average growth rate of approximately 5.5% per year from 2023 to 2030.

 We believe the growth in healthcare
expenditure has put pressure on all industry participants (including consumers, employers, insurers, providers, and government agencies)
to manage costs. Therefore, organizations must derive greater value from each dollar spent in healthcare. This required evolution of industry
participants, coupled with the fragmented nature of the healthcare industry, creates a landscape that we believe is rife with potential
investment opportunities.

 Competitive Differentiation

 Our mission is to create attractive
risk-adjusted returns for our shareholders. Our Management Team seeks to identify, acquire and operate a business that will benefit from
their involvement by utilizing the following differentiating factors to our advantage:

 Industry Expertise: Healthcare
is a broad, diverse and truly local industry comprised of numerous sub-sectors that each require unique institutional knowledge to be
properly analyzed. Our Management Team has the ability to draw on a vast experience set to drive value creation for shareholders.

 Sourcing: Our Management Team has
an extensive network of relationships with private equity and venture capital funds, industry executives, private owners, advisors and
other intermediaries that will provide proprietary deal-sourcing opportunities. Additionally, our directors, officers and advisors are
in constant communication with a wide variety of companies in the healthcare space.

 Execution: The members of our Management
Team have executed a number of healthcare-related investments and SPAC Business Combinations, including Spectral AI (NASDAQ: MDAI), where
Mr. Spangenberg is the company's founding and largest external shareholder, and Immunome Inc. (NASDAQ: IMNM), where Broadband Capital
was a significant investor during Mr. Kutcher's tenure with the firm, and where he served as interim Chief Financial Officer. We
believe this experience should allow for compelling structuring solutions that create true alignment between management and shareholders,
as well as efficient negotiations and pricing.

 Capital Markets Expertise: Our
Management Team and its affiliates are well-versed in capital markets activities, and have made (or advised on) significant investments
over their careers. We believe this experience will allow our team to effectively position the target company with public market investors.
Additionally, the ability to effectively access the capital markets to either fund growth or right-size a company's balance sheet
provides management teams with additional flexibility while running a business.

 Operational Value-Add: Mr. Spangenberg
is a serial entrepreneur and has decades of experience operating businesses and driving value creation. This allows for a diverse set
of acquisition targets to be evaluated.

 Intellectual Property. Mr. Spangenberg
has been involved as a principal in over 1,000 licensing transactions that generated over $360 million in revenue and as a principal and
advisor on over $2 billion of patent financing and acquisition transactions. Given healthcare companies, regardless of subsector, typically
have large (and growing) intellectual property portfolios, we believe the ability of our Management Team to help a target company optimize
and monetize its intellectual property portfolio provides a significant competitive advantage.

 Acquisition Criteria

 Consistent with our strategy,
we have identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses.
We use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial Business Combination
with a target business that does not meet these criteria and guidelines. We intend to filter our opportunities based on the following
criteria:

 Industry Attractiveness: Macro
industry dynamics including regulatory and reimbursement situation must be favorable on a go-forward basis;

 Value Proposition: Driving savings
or growth for customers with a high return on investment;

 Business Model: Margins and cost
structure supportive of additional investment;

 Growth Potential: Imbedded top-line
and bottom-line growth potential in near and long term;

 Competitive Position: Leading or
growing market share relative to peer group; and

 Management Team: Talented, motivated
and aligned with equity investors.

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

 Initial Business Combination

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

 We anticipate structuring our
initial Business Combination so that the post transaction company in which our Public Shareholders own shares will own or acquire 100%
of the equity interests or assets of the target business or businesses. We may, however, structure our initial Business Combination such
that the post transaction company owns or acquires less than 100% of such interests or assets of the target business in order to meet
certain objectives of the target management team or shareholders or for other reasons, but we will only complete such Business Combination
if the post transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company
Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our shareholders prior
to the Business Combination may collectively own a minority interest in the post transaction company, depending on valuations ascribed
to the target and us in the Business Combination. For example, we could pursue a transaction in which we issue a substantial number of
new shares in exchange for all of the outstanding capital stock, shares or other equity interests of a target. In this case, we would
acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders
immediately prior to our initial Business Combination could own less than a majority of our issued and outstanding shares subsequent to
our initial Business Combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or
acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is what will be taken into
account for purposes of the 80% Test described above. If the Business Combination involves more than one target business, the aggregate
value of all of the target businesses, will be taken into account for purposes of the 80% Test.

 We are not prohibited from
pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers, or directors. In the event we seek
to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated Memorandum) with
our Sponsor, officers, or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment
banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid by us in
such an initial Business Combination is fair to our Company from a financial point of view. We are not required to obtain such an opinion
in any other context.

 Members of our Management Team
and our independent directors directly or indirectly own Founder Shares and/or Private Placement Warrants and, accordingly, may have a
conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial
Business Combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular
Business Combination if the retention or resignation of any such officers and directors was included by a target business as a condition
to any agreement with respect to our initial Business Combination.

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

 We do not believe, however,
that the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial
Business Combination.

 In addition, our Sponsor and
our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during
the period in which we are seeking an initial Business Combination. As a result, our Sponsor, officers and directors could have conflicts
of interest in determining whether to present Business Combination opportunities to us or to any other SPAC with which they may become
involved. Any such companies, businesses or investments may present additional conflicts of interest in pursuing an initial Business Combination
target. However, we do not believe that any such potential conflicts would materially affect our ability to complete our initial Business
Combination.

 Sourcing of Potential Business Combination
Targets

 We believe our Management Team's
significant operating and transactional experience and relationships will provide us with a substantial number of potential initial Business
Combination targets. Over the course of their careers, the members of our Management Team have developed a broad network of contacts and
corporate relationships around the world. This network has grown through the activities of our Management Team sourcing, acquiring and
financing businesses, the reputation of our Management Team and advisors for integrity and fair dealing with sellers, financing sources
and target Management Teams and the experience of our Management Team in executing transactions under varying economic and financial market
conditions.

 This network has provided our
Management Team with a flow of referrals that has resulted in numerous transactions that were proprietary or where a limited group of
investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our Management
Team provide us important sources of investment opportunities. In addition, we target Business Combination candidates that are brought
to our attention from various unaffiliated sources, including investment market participants, private equity funds and large business
enterprises seeking to divest non-core assets or divisions.

 Status as a Public Company

 We believe our structure makes
us an attractive Business Combination partner to target businesses. As an existing public company, we offer a target business an alternative
to the traditional initial public offering through a merger or other Business Combination with us. In a Business Combination transaction
with us, the owners of the target business may, for example, exchange their shares of stock or shares in the target business for our Class
A Ordinary Shares (or shares of a new holding company) or for a combination of our Class A Ordinary Shares and cash, allowing us to tailor
the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious and cost-effective
method to becoming a public company than the typical initial public offering. The typical initial public offering process takes a significantly
longer period of time than the typical Business Combination transaction process, and there are significant expenses and market and other
uncertainties in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts
that may not be present to the same extent in connection with a Business Combination with us.

 Furthermore, once a proposed
initial Business Combination is completed, the target business will have effectively become public, whereas an initial public offering
is always subject to the underwriters' ability to complete the offering, as well as general market conditions, which could delay
or prevent the offering from occurring or could have negative valuation consequences. Following an initial Business Combination, we believe
the target business would then have greater access to capital, an additional means of providing management incentives consistent with
shareholders' interests and the ability to use its shares as currency for acquisitions. Being a public company can offer further
benefits by augmenting a company's profile among potential new customers and vendors and aid in attracting talented employees.

 While we believe that our structure
and our Management Team's backgrounds make us an attractive business partner, some potential target businesses may view our status
as a blank check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial
Business Combination, negatively.

 Financial Position

 With funds available for a
Business Combination in the amount of approximately $235.3 million (as of December 31, 2024, before the deferred underwriting commissions
to be paid to the underwriters of the Initial Public Offering and taxes payable), we offer a target business a variety of options, such
as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening
its balance sheet by reducing its debt ratio. Because we are able to complete our initial Business Combination using our cash, debt or
equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us
to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure
third party financing and there can be no assurance it will be available to us.

 Effecting our Initial Business Combination

 General

 We are not presently engaged
in, and we will not engage in, any operations for an indefinite period of time following the Initial Public Offering. We intend to effectuate
our initial Business Combination using cash from the proceeds of the Initial Public Offering and the Private Placement, the proceeds of
the sale of our Public Shares in connection with our initial Business Combination (including pursuant to any forward purchase agreements
or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), shares issued to the
owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of
the foregoing. We may seek to complete our initial Business Combination with a company or business that may be financially unstable or
in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

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

 We have not selected any Business
Combination target. We may pursue an initial Business Combination in any business or industry, but are focused on companies in the healthcare
industry. Accordingly, there is no current basis for investors to evaluate the possible merits or risks of the target business with which
we may ultimately complete our initial Business Combination. Although our Management Team assesses the risks inherent in a particular
target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target
business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce
the chances that those risks will adversely affect a target business.

 We may seek to raise additional
funds through a private offering of debt or equity securities in connection with the completion of our initial Business Combination and
we may effectuate our initial Business Combination using the proceeds of such offering rather than using the amounts held in the Trust
Account. In addition, we intend to target businesses with enterprise values that are greater than we could acquire with the net proceeds
of the Initial Public Offering and the Private Placement, and, as a result, if the cash portion of the purchase price exceeds the amount
available from the Trust Account, net of amounts needed to satisfy any redemptions by Public Shareholders, we may be required to seek
additional financing to complete such proposed initial Business Combination. Subject to compliance with applicable securities laws, we
expect to complete such financing only simultaneously with the completion of our initial Business Combination. In the case of an initial
Business Combination funded with assets other than the Trust Account assets, our proxy materials or tender offer documents disclosing
the initial Business Combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval
of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or
through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to any forward purchase
agreements or backstop agreements into which we may enter. At this time, we are not a party to any arrangement or understanding with any
third party with respect to raising any additional funds through the sale of securities or otherwise. None of our Sponsors, officers,
directors or shareholders is required to provide any financing to us in connection with or after our initial Business Combination.

 Sources of Target Businesses

 Target business candidates
are brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses
are also 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 many of these sources
will have read this Report and know what types of businesses we are targeting. Our officers and directors, as well as their affiliates,
also bring to our attention target business candidates of which they become aware through their business contacts as a result of formal
or informal inquiries or discussions they have, as well as attending trade shows or conventions. In addition, we may receive a number
of proprietary deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business
relationships of our officers and directors. 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.

 Prior to or in connection with
the completion of our initial Business Combination, there may be payment by the company to our Sponsor, officers or directors, or our
or their affiliates, of a finder's fee, advisory fee, consulting fee or success fee for any services they render in order to effectuate
the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination, will be
paid from funds held outside the Trust Account.

 We will engage a finder only
to the extent our Management determines that the use of a finder may bring opportunities to us that may not otherwise be available to
us or if finders approach us on an unsolicited basis with a potential transaction that our Management determines is in our best interest
to pursue. Payment of a finder's fee is customarily tied to completion of a transaction, in which case any such fee will be paid
out of the funds held in the Trust Account.

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

 In evaluating a prospective
target business, we conduct a due diligence review that encompasses, among other things, meetings with incumbent management and employees,
document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,
legal and other information about the target and its industry that is made available to us. If we determine to move forward with a particular
target, we will proceed to structure and negotiate the terms of the Business Combination transaction.

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

 Lack of Business Diversification

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

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

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

 Limited Ability to Evaluate the Target's
Management Team

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

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

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

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

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

 Under Nasdaq's listing
rules, shareholder approval would be required for our initial Business Combination if, for example:

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

 Any of our directors, officers or substantial
shareholders (as defined by Nasdaq rules) has a 5% or greater interest earned on the Trust Account (or such persons collectively have
a 10% 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 outstanding ordinary shares or voting power of 5% or more; or

 The issuance or potential issuance of Ordinary
Shares will result in our undergoing a change of control.

 The decision as to whether
we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval is not required
by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and
legal reasons, which include a variety of factors, including, but not limited to: (i) the timing of the transaction, including in the
event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval
or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; (ii) the
expected cost of holding a shareholder vote; (iii) the risk that the shareholders would fail to approve the proposed Business Combination;
(iv) other time and budget constraints of the company; and (v) additional legal complexities of a proposed Business Combination that would
be time-consuming and burdensome to present to shareholders.

 Permitted Purchases of Our Securities

 If we seek shareholder approval
of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to
the tender offer rules, our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates may purchase Public Shares
or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial
Business Combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment
that such shareholder, although still the record holder of our Public Shares is no longer the beneficial owner thereof and therefore agrees
not to exercise its redemption rights. In the event that our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates
purchase Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption
rights, such selling Public Shareholders would be required to revoke their prior elections to redeem their Public Shares. It is intended
that, if Rule 10b-18 would apply to purchases by Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates, then
such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases
made under certain conditions, including with respect to timing, pricing and volume of purchases.

 Additionally, at any time at
or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material nonpublic information),
our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates may enter into transactions with investors and others
to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination or not
redeem their Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and have not
formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares
or Public Warrants in such transactions.

 The purpose of any such transactions
could be to (1) increase the likelihood of obtaining shareholder approval of the Business Combination, (2) reduce the number of Public
Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public 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 securities may be reduced and the number of beneficial holders of our securities may be
reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities
exchange.

 Our Sponsor, Initial Shareholders,
directors, officers, advisors and their affiliates anticipate that they may identify the shareholders with whom our Sponsor, Initial Shareholders,
directors, officers, advisors and their affiliates may pursue privately negotiated transactions by either the Public Shareholders contacting
us directly or by our receipt of redemption requests submitted by Public Shareholders following our mailing of proxy materials in connection
with our initial Business Combination. To the extent that our Sponsor, Initial Shareholders, directors, officers, advisors and their affiliates
enter into a private transaction, they would identify and contact only potential selling or redeeming Public Shareholders who have expressed
their election to redeem their Public Shares for a pro rata share of the Trust Account or vote against our initial Business Combination,
whether or not such Public Shareholder has already submitted a proxy with respect to our initial Business Combination, but only if such
Public Shares have not already been voted at the general meeting related to our initial Business Combination. Our Sponsor, Initial Shareholders,
directors, officers, advisors and their affiliates will select from which Public Shareholders to purchase Public Shares based on the negotiated
price and number of Public Shares and any other factors that they may deem relevant, and will be restricted from purchasing Public Shares
if such purchases do not comply with Regulation M under the Exchange Act and the other federal securities laws.

 Our Sponsor, Initial Shareholders,
directors, officers, advisors and their affiliates will be restricted from making purchases of Public Shares if the purchases would violate
Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange
Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor, Initial Shareholders,
directors, officers, advisors and their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders, such purchases
would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence
to the following:

 our registration statement/proxy statement filed
for our Business Combination transaction would disclose the possibility that our Sponsor, Initial Shareholders, directors, officers, advisors
and their affiliates may purchase Public Shares or Public Warrants from Public Shareholders outside the redemption process, along with
the purpose of such purchases;

 if our Sponsor, Initial Shareholders, directors,
officers, advisors and their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders, they would do so at
a price no higher than the price offered through our redemption process;

 our registration statement/proxy statement filed
for our Business Combination transaction would include a representation that any of our securities purchased by our Sponsor, Initial Shareholders,
directors, officers, advisors and their affiliates would not be voted in favor of approving the Business Combination transaction;

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

 we would disclose in a Current Report on Form
8-K, before our security holders meeting to approve the Business Combination transaction, the following material items:

 the amount of our securities purchased outside of the redemption offer by our Sponsor, Initial Shareholders,
directors, officers, advisors and their affiliates, along with the purchase price;

 the purpose of the purchases by our Sponsor, Initial Shareholders, directors, officers, advisors and their
affiliates;

 the impact, if any, of the purchases by our Sponsor, Initial Shareholders, directors, officers, advisors
and their affiliates on the likelihood that the Business Combination transaction will be approved;

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

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

 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 Public Shares, regardless of whether they abstain, vote for, or
vote against, our initial Business Combination, 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 (less taxes payable), divided by
the number of then outstanding Public Shares, subject to the limitations and on the conditions described herein. The amount in the Trust
Account was approximately $10.23 per Public Share, as of December 31, 2024. The per share amount we will distribute to investors who properly
redeem their Public Shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters.

 Our Sponsor, officers and directors
have entered into the Letter Agreement, pursuant to which they have agreed to waive their redemption rights with respect to their Founder
Shares and any Public Shares they may hold in connection with the completion of our initial Business Combination.

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

 Manner of Conducting Redemptions

 We will provide our Public
Shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or vote against, our initial Business Combination,
all or a portion of their Public Shares upon the completion of our initial Business Combination either (i) in connection with a general
meeting called to approve the Business Combination or (ii) without a shareholder vote by means of a tender offer. The decision as to whether
we will seek shareholder approval of a proposed Business Combination or conduct a tender offer will be made by us, solely in our discretion,
and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require
us to seek shareholder approval under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private
issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules), as described above. Asset acquisitions
and share purchases would not typically require shareholder approval while direct mergers with our Company (other than with a 90% subsidiary
of ours) and any transactions where we issue more than 20% of our issued and outstanding Ordinary Shares or seek to Amended and Restated
Memorandum would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required
to comply with Nasdaq's shareholder approval rules.

 The requirement that we provide
our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above are contained in provisions
of our amended and restated memorandum and articles of association and will apply whether or not we maintain our registration under the
Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which requires the affirmative
vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed,
by proxy at the applicable general meeting of the company, so long as we offer redemption in connection with such amendment.

 If we provide our Public Shareholders
with the opportunity to redeem their Public Shares in connection with a general meeting, we will, pursuant to our Amended and Restated
Memorandum:

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

 file proxy materials with the SEC.

 In the event that we seek shareholder
approval of our initial Business Combination, we will distribute proxy materials and, in connection therewith, provide our Public Shareholders
with the redemption rights described above upon completion of the initial Business Combination.

 If we seek shareholder approval,
we will complete our initial Business Combination only if we receive an ordinary resolution under Cayman Islands law and our Amended and
Restated Memorandum, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. A quorum for such meeting
will be present if the holders of at least one third of issued and outstanding Ordinary Shares entitled to vote at the meeting are represented
in person or by proxy. Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor,
officers and directors have agreed to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering
(including in open market and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements
of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of
our initial Business Combination. For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval
of our initial Business Combination once a quorum is obtained.

 As a result, in addition to
our Initial Shareholders' Founder Shares, we would need 7,666,667, or 33.3%, of the 23,000,000 Public Shares sold in the Initial
Public Offering to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved, assuming
all outstanding Ordinary Shares are voted and the parties to the Letter Agreement do not acquire any Class A Ordinary Shares. Assuming
that only the holders of one-third of our issued and outstanding Ordinary Shares, representing a quorum under our Amended and Restated
Memorandum vote their Ordinary Shares at a general meeting of our Company, we will not need any Public Shares in addition to our Founder
Shares to be voted in favor of an initial Business Combination in order to approve an initial Business Combination. However, if our initial
Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the approval
of our initial Business Combination will require a special resolution, which requires the affirmative vote of at least two-thirds of the
votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable
general meeting of the company.

 In addition, prior to the closing
of our initial Business Combination, only holders of our Class B Ordinary Shares (i) have the right to appoint and remove directors prior
to or in connection with the completion of our initial Business Combination and (ii) are entitled to vote on continuing our Company in
a jurisdiction outside the Cayman Islands (including any special resolution required to amend our Amended and Restated Memorandum or to
adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a jurisdiction outside
the Cayman Islands). These quorum and voting thresholds, and the voting agreement of our Sponsor, officers and directors pursuant to the
Letter Agreement, may make it more likely that we will consummate our initial Business Combination.

 Each Public Shareholder may
elect to redeem their Public Shares irrespective of whether they vote for or vote against the proposed transaction, or whether they do
not vote or abstain from voting on the proposed transaction, or whether they were a Public Shareholder on the record date for the general
meeting held to approve the proposed transaction.

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

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

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

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

 Upon the public announcement
of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our Sponsor will terminate
any plan established in accordance with Rule 10b5-1 to purchase our Public Shares in the open market, in order to comply with Rule 14e-5
under the Exchange Act.

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

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

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

 If we seek shareholder approval
of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to
the tender offer rules, our Amended and Restated Memorandum provides that a Public Shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Exchange
Act), will be restricted from redeeming its Public Shares with respect to more than an aggregate of 15% of the Public Shares sold
in the Initial Public Offering ("Excess Shares"), without our prior consent. We believe this restriction will discourage Public
Shareholders from accumulating large blocks of Public Shares, and subsequent attempts by such Public Shareholders 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
Public Shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a Public
Shareholder holding more than an aggregate of 15% of the Public Shares sold in the Initial Public Offering could threaten to exercise
its redemption rights if such Public Shareholder's Public Shares are not purchased by us, our Sponsor or our Management at a premium
to the then-current market price or on other undesirable terms. By limiting our Public Shareholders' ability to redeem no more than
15% of the Public Shares sold in the Initial Public Offering without our prior consent, we believe we are limiting 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 are not restricting
our Public Shareholders' ability to vote all of their Public Shares (including Excess Shares) for or against our initial Business
Combination.

 Delivering Share Certificates in Connection
with the Exercise of Redemption Rights

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

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

 Any request to redeem such
Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable.
Furthermore, if a Public Shareholder 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 Public Shareholder may simply request that the transfer agent
return the certificate (physically or electronically). It is anticipated that the funds to be distributed to our Public Shareholders electing
to redeem their Public 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 Public Shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any
certificates delivered by Public shareholders who elected to redeem their Public 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 the end of the Combination
Period.

 Redemption of Public Shares and Liquidation
if No Initial Business Combination

 Our Amended and Restated Memorandum
provides that we have only the duration of the Combination Period to complete our initial Business Combination. If we have not completed
our initial Business Combination within such time period, we will (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible, but not more than ten business days thereafter (and subject to lawfully available funds therefor),
redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account (which interest shall be net of taxes and less up to $100,000 of interest to pay
dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption will completely extinguish Public Shareholders'
rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board of Directors,
liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and 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 complete our initial Business Combination within the Combination Period. The holders of the Founder Shares will
not participate in any redemption distribution with respect to their Founder Shares.

 Our Sponsor, officers and directors
have entered into the Letter Agreement, pursuant to which, they have waived their rights to liquidating distributions from the Trust Account
with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Combination Period;
although, they will entitled to liquidating distributions from assets outside the Trust Account. However, if our Sponsor or Management
Team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust
Account with respect to such Public Shares if we fail to complete our initial Business Combination within the allotted Combination Period.

 Our Sponsor, officers and directors
have agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended and Restated Memorandum (i) to
modify the substance or timing of our obligation to allow redemptions in connection with our initial Business Combination or to redeem
100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) with respect to
any other material provisions relating to shareholders' rights or pre-initial Business Combination activity, in each case 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 (less taxes payable), divided by the number of then outstanding Public Shares.

 We expect that all costs and
expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining
out of the approximately $697,085 of proceeds held outside the Trust Account as of December 31, 2024, although we cannot assure you that
there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated
with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay income
taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up to
$100,000 of such accrued interest to pay those costs and expenses.

 If we were to expend all of
the net proceeds of the Initial Public Offering and the Private Placement, other than the proceeds deposited in the Trust Account, the
per-share redemption amount received by shareholders upon our dissolution would be approximately $10.23, as of December 31, 2024 (before
taxes payable and up to $100,000 of interest income to pay dissolution expenses). The proceeds deposited in the Trust Account could, however,
become subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders. We cannot assure
you that the actual per-share redemption amount received by shareholders will not be substantially less than approximately $10.23. 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 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 considers whether competitive alternatives are reasonably
available to us and only enters into an agreement with such third party if Management believes that such third party's engagement
is in the best interests of our Company under the circumstances. Examples of possible instances where we may engage a third party that
refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable
to find a service provider willing to execute a waiver. Withum, our independent registered public accounting firm, and the underwriters
of the Initial Public Offering will not execute agreements with us waiving such claims to the monies held in the Trust Account. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

 In order to protect the amounts
held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services
rendered or products sold to us (except for our independent registered public accounting firm), or a prospective target business with
which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce
the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share
held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per share due to reductions in the
value of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have
we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor's
only assets are securities of our Company. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.
As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination
and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial Business
Combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers
or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

 In the event that the proceeds
in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the
Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to reductions in the value of the
Trust Account assets, in each case less taxes payable, and our Sponsor asserts that it is unable to satisfy its indemnification obligations
or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take
legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal
action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine
that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share
redemption price will not be less than $10.00 per Public Share.

 We seek to reduce the possibility
that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers,
prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest
or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity
of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. We have
access to up to approximately $697,085, as of December 31, 2024, with which to pay any such potential claims (including costs and expenses
incurred in connection with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate
and it is subsequently determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our
Trust Account could be liable for claims made by creditors.

 If we file a bankruptcy or
insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in
the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject
to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust
Account, we cannot assure you we will be able to return $10.00 per Public Share to our Public Shareholders. Additionally, if we file a
bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, any distributions
received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a "preferential
transfer" or a "fraudulent conveyance, preference or disposition." As a result, a liquidator or bankruptcy or other
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 us or our creditors and/or may have acted in bad faith, and thereby exposing itself and our Company to
claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot
assure you that claims will not be brought against us for these reasons.

 Our Public Shareholders will
be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete
our initial Business Combination within the Combination Period, (ii) in connection with a shareholder vote to amend our Amended and Restated
Memorandum (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial Business Combination
or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (B) with
respect to any other material provisions relating to shareholders' rights or pre-initial Business Combination activity or (iii)
if they redeem their respective Public Shares for cash upon the completion of our initial Business Combination, subject to applicable
law and any limitations (including but not limited to cash requirements) created by the terms of the proposed Business Combination. In
no other circumstances will a Public 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 Public Shareholder's voting in connection with the Business
Combination alone will not result in a Public Shareholder's redeeming its Public Shares to us for an applicable pro rata share of
the Trust Account. Such Public Shareholder must have also exercised its redemption rights described above. These provisions of our Amended
and Restated Memorandum, like all provisions of our Amended and Restated Memorandum, may be amended with a shareholder vote.

 Competition

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

 Employees

 We currently have two officers:
Mr. Spangenberg and Mr. Kutcher. These individuals are not obligated to devote any specific number of hours to our matters, but they 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 devote in any time period varies based on whether a target business has been selected for our initial Business Combination and the
stage of the Business Combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial
Business Combination.

 Periodic Reporting and Financial Information

 We have registered our Units,
Public Shares and Public Warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual,
quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports, including this
Report, contain financial statements audited and reported on by our independent registered public accountants.

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

 We will be required to evaluate
our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley Act. Only in the event
we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be
required to have our internal control procedures audited. A target business may not be in compliance with the provisions of the Sarbanes-Oxley
Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with
the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

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

 We are a Cayman Islands exempted
company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted
from complying with certain provisions of the Companies Law. 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 (Revised) of the Cayman Islands,
for a period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied
on profits, income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income,
gains or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares,
debentures or other obligations or (ii) by way of the withholding in whole or in part of a payment of dividends or other distribution
of income or capital by us to our shareholders or a payment of principal or interest or other sums due under a debenture or other obligation
of us.

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

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

 We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following July 11, 2029, (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 Public Shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (2) the date on which we have issued
more than $1.0 billion in non-convertible debt securities during the prior three-year period.

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

 Further, prior to the consummation
of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on the appointment or removal of directors.
As a result, Nasdaq considers us to be a "controlled company" within the meaning of Nasdaq corporate governance standards.
Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment of directors is
held by an individual, group or another company is a "controlled company" and may elect not to comply with certain corporate
governance requirements.

 Item
1A. Risk Factors.

 As a smaller reporting company
under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. However, the following is a partial
list of material risks, uncertainties and other factors that could have a material effect on us and our operations:

 we
are a blank check company and an early stage company with no revenue or basis to evaluate our ability to select a suitable business target;

 we
may not be able to select an appropriate target business or businesses and complete our initial Business Combination within the Combination
Period;

 our
expectations around the performance of a prospective target business or businesses may not be realized;

 we
may not be successful in retaining or recruiting required officers, key employees or directors following our initial Business Combination;

 our
officers and directors may have difficulties allocating their time between our Company and other businesses and may potentially have
conflicts of interest with our business or in approving our initial Business Combination;

 we
may not be able to obtain additional financing to complete our initial Business Combination or reduce the number of shareholders requesting
redemption;

 we
may issue our shares to investors in connection with our initial Business Combination at a price that is less than the prevailing market
price of our shares at that time;

 our
shareholders may not be given the opportunity to choose the initial business target or to vote on the initial Business Combination;

 Trust
Account funds may not be protected against third party claims or bankruptcy;

 an
active market for our public securities may not develop and our shareholders will have limited liquidity and trading;

 our
financial performance following a Business Combination with an entity may be negatively affected by their lack of an established
record of revenue, cash flows and experienced management;

 there
may be more competition to find an attractive target for an initial Business Combination, which could increase the costs associated with
completing our initial Business Combination and may result in our inability to find a suitable target;

 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;

 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;

 we
may engage one or more of our underwriters or one of their respective affiliates to provide additional services to us after the Initial
Public Offering, which may include acting as a financial advisor in connection with an initial Business Combination or as placement agent
in connection with a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will
be released from the Trust Account only upon completion of an initial Business Combination. These financial incentives may cause them
to have potential conflicts of interest in rendering any such additional services to us after the Initial Public Offering, including,
for example, in connection with the sourcing and consummation of an initial Business Combination;

 we
may 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;

 since
our Initial Shareholders will lose their entire investment in us if our initial Business Combination is not completed (other than with
respect to any Public Shares they may acquire during or after the Initial Public Offering), and because our Sponsor, officers and directors
may profit substantially even under circumstances in which our Public Shareholders would experience losses in connection with their investment,
a conflict of interest may arise in determining whether a particular Business Combination target is appropriate for our initial Business
Combination;

 the
value of the Founder Shares following completion of our initial Business Combination is likely to be substantially higher than the nominal
price paid for them, even if the trading price of our Public Shares at such time is substantially less than $10.00 per Public Share;

 resources
could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate
and acquire or merge with another business. If we have not completed our initial Business Combination within the Combination Period,
our Public Shareholders may receive only approximately $10.00 per Public Share, or less than such amount in certain circumstances, on
the liquidation of our Trust Account and our Warrants will expire worthless;

 we
may not be able to complete an initial Business Combination with certain potential target companies if a proposed transaction with the
target company may be subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations,
including the Committee on Foreign Investment in the United States ("CFIUS"). While our sponsor is a limited liability company
formed in Delaware and is not controlled by, nor does it have substantial ties with, a non-U.S. person, investments that result in "control"
of a U.S. business by a foreign person are always subject to CFIUS jurisdiction.

 recent
fluctuations in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an
initial Business Combination;

 market
conditions, economic uncertainty or downturns could adversely affect our business, financial condition, operating results and our ability
to consummate a Business Combination;

 adverse
developments affecting the financial services industry, including events or concerns involving liquidity, defaults or non-performance
by financial institutions, could adversely affect our business, financial condition or results of operations, or our prospects

 military
or other conflicts in Ukraine, the Middle East or elsewhere may lead to increased volume and price volatility for publicly traded securities,
or affect the operations or financial condition of potential target companies, which could make it more difficult for us to consummate
an initial Business Combination;

 if
our initial Business Combination involves a company organized under the laws of a state of the United States, it is possible the Excise
Tax will be imposed on us in connection with redemptions of our Ordinary Shares after or in connection with such initial Business Combination;

 cyber incidents or attacks
directed at us or third parties could result in information theft, data corruption, operational disruption and/or financial loss;

 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;

 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;

 to
mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, we may, at any time
(based on our Management Team's ongoing assessment of all factors related to our potential status under the Investment Company
Act), instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust
Account in an interest-bearing demand deposit account at a bank until the earlier of the consummation of our initial Business Combination
or our liquidation. As a result of such transfer, we could receive less interest on the funds held in the Trust Account than the interest
we would have received pursuant to our original Trust Account investments, which could reduce the dollar amount our Public Shareholders
would receive upon any redemption or our liquidation; and

 we
may seek to extend the Combination Period, which could have a material adverse effect on the amount held in our Trust Account and other
adverse effects on our Company.

 For additional risks relating
to our operations, other than as set forth above, see the section titled "Risk Factors" contained in our (i) IPO Registration
Statement and (ii) 2024 First Quarter Form 10-Q. Any of these factors could result in a significant or material adverse effect on our
results of operations or financial condition. Additional risks could arise that may also affect our business or ability to consummate
an initial Business Combination. We may disclose changes to such risk factors or disclose additional risk factors from time to time in
our future filings with the SEC.

 Item
1B. Unresolved Staff Comments.

 Not applicable.

 Item
1C. Cybersecurity.

 Although, as a blank check
company, we do not have any operations, we are nonetheless subject to the risk of cybersecurity incidents. Among other things, the investments
in our Trust Account and bank deposits may be vulnerable to such incidents, and we may depend on the digital technologies of third parties.
 We and third parties may be subject to cybersecurity attacks or security breaches. To the extent that we rely on the technologies of third
parties, we depend upon the personnel and the processes of such third parties to protect against cybersecurity incidents, and we have
no personnel or processes of our own for this purpose. In the event of a cybersecurity incident impacting us, our Management Team will
 report to the Board of Directors and provide updates on the Management Team's incident response plan for addressing and mitigating
any risks associated with such an incident. As an early stage company without significant investments in data security protection, we
may not be sufficiently protected against such occurrences. We also lack 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
material adverse consequences on our business and lead to financial loss. We have not encountered any cybersecurity incidents since our
Initial Public Offering. In addition to our own cybersecurity risks, any proposed Business Combination target may have been subject to,
or may in the future be subject to, cybersecurity incidents.

 Item
2. Properties.

 Our executive
offices are located at 78 SW 7 th Street, Suite 500, Miami, Florida 33130, and our telephone number is (786)
753 9305. The cost for our use of this space is included in the $10,000 per month fee we pay to an affiliate of our Sponsor
for certain office space, utilities and secretarial and administrative support, pursuant to the
Administrative Services Agreement. We consider our current office space adequate for our current operations.

 Item
3. Legal Proceedings.

 To the knowledge of our Management
Team, there is no material litigation currently pending or contemplated against us, any of our officers or directors in their capacity
as such or against any of our property.

 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

 Our Units, Public Shares and
Public Warrants are each traded on the Nasdaq Global Market under the symbols "SIMAU",
"SIMA" and "SIMAW", respectively. Our Units commenced public trading on July 10, 2024, and our Public Shares
and Public Warrants commenced separate public trading on August 30, 2024.

 (b)

 Holders

 On March 31, 2025, there was
one holder of record of our Units, one holder of record of our Class A Ordinary Shares and three 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 our initial Business Combination, our ability to declare dividends may be limited by restrictive covenants
we may agree to in connection therewith.

 (d)

 Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 (e)

 Performance Graph

 As a smaller reporting company,
we are not required to provide the information required by Regulation S-K Item 201(e).

 (f)

 Recent Sales of Unregistered Securities

 Simultaneously
with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, pursuant to the
Private Placement Warrants Purchase Agreements, dated July 9, 2024, which we entered into with the Sponsor and Cantor, respectively,
we completed the private sale of an aggregate of 6,000,000 warrants to the Sponsor and Cantor at a price of $1.00 per Private
Placement Warrant, or $6,000,000 in the aggregate. Of those 6,000,000 Private Placement Warrants, the Sponsor purchased 4,000,000
Private Placement Warrants and Cantor purchased 2,000,000 Private Placement Warrants. Each Private Placement Warrant is exercisable
to purchase one Class A Ordinary Share at $11.50 per share. The Private Placement Warrants (and underlying securities) are identical
to the Public Warrants, except as otherwise disclosed herein. No underwriting discounts or commissions were paid with respect to the
Private Placement. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in
Section 4(a)(2) of the Securities Act.

 (g)

 Use of Proceeds from the Initial Public Offering

 For
a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our 2024 First
Quarter Form 10-Q. There has been no material change in the planned use of proceeds from our Initial Public Offering and Private Placement
as described in the IPO Registration Statement. The specific investments in our Trust Account may change from time to tim e.

 (g)

 Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 There
were no such repurchases of our equity securities by us or an affiliate during the fourth quarter of the fiscal year covered by the Report.

 Item
6. [Reserved]

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

 Cautionary Note Regarding Forward-Looking Statements

 All
statements other than statements of historical fact included in this Report including, without limitation, statements under this Item
regarding our financial position, business strategy and the plans and objectives of Management for future operations, are forward-looking
statements. When used in this Report, words such as "anticipate," "believe," "estimate," "expect,"
"intend" and similar expressions, as they relate to us or our Management, identify forward-looking statements. Such forward-looking
statements are based on the beliefs of our Management, as well as assumptions made by, and information currently available to, our Management.
Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed
in our filings with the SEC. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf
are qualified in their entirety by this paragraph.

 The
following discussion and analysis of our financial condition and results of operations should be read in conjunction with the audited
financial statements and the notes thereto contained elsewhere in this Report.

 Overview

 We
are a blank check company incorporated as a Cayman Islands exempted company and formed for the purpose of effecting a Business Combination.
We have not selected any Business Combination target. We may pursue an initial Business Combination in any business or industry, but are
focusing on companies in the healthcare industry. We intend to effectuate our initial Business Combination using cash from the proceeds
of the Initial Public Offering and the Private Placement, the proceeds of the sale of our Ordinary Shares in connection with our initial
Business Combination (pursuant to any forward purchase agreements or backstop agreements into which we may enter), Ordinary Shares issued
to the owners of the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination
of the foregoing.

 The
issuance of additional Ordinary Shares in connection with a Business Combination to the owners of the target or other investors:

 may significantly dilute the equity interest of investors in the Initial Public Offering, 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 our Class A Ordinary Shares are issued, which
may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation
or removal of our present officers and directors;

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

 may adversely affect prevailing market prices for our Class A Ordinary Shares and/or Warrants.

 Similarly,
if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

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

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

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

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

 using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce
the funds available for 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.

 Pursuant
to the Amended and Restated Memorandum, if we are unable to complete the initial Business Combination by July 11, 2026 (or such earlier
time as determined by our Board) and an extension of the Combination Period is not otherwise approved by our shareholders, 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 100% of the outstanding Public Shares at a per share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest earned thereon (less taxes payable and up to $100,000 of interest income to pay dissolution
expenses) and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders
and the Board, liquidate and dissolve. The Warrants will expire upon liquidation of the Trust Account and the holders of Warrants will
receive no proceeds in connection with the liquidation. The holders of the Founder Shares will not participate in any redemption distribution
with respect to their Founder Shares.

 We may seek to extend
the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated
Memorandum. Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem
all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held
in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In addition,
Nasdaq's rules currently require SPACs (such as us) to complete our initial Business Combination in accordance with the Nasdaq
36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to a suspension of
trading and delisting from Nasdaq.

 Results of Operations

 We
have neither engaged in any operations nor generated any revenues to date. Our only activities from January 29, 2024 (inception) to December
31, 2024 have been organizational activities and those necessary to prepare for and consummate the Initial Public Offering, and following
the closing of the Initial Public Offering, searching for a target with which to consummate a Business Combination. Following the Initial
Public Offering, we will not generate any operating revenues until after completion of our initial Business Combination. We have generated
non-operating income in the form of interest income on cash and cash equivalents following the Initial Public Offering. After the Initial
Public Offering, we have incurred 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 three months ended December 31, 2024, we had net income of $2,436,140, which includes $2,695,350 of interest income earned on the
Trust Account, offset by $259,210 of general and administrative costs.

 For the period from January
29, 2024 (inception) to December 31, 2024, we had net income of $4,747,104 which includes $5,322,812 of interest income earned on the
Trust Account, offset by $575,708 of general and administrative costs.

 Factors That May
Adversely Affect our Results of Operations

 Our
results of operations and our ability to complete an initial Business Combination may be adversely affected by various factors that could
cause economic uncertainty and volatility in the financial markets, many of which are beyond our control. Our business could be impacted
by, among other things, downturns in the financial markets or in economic conditions, increases in oil prices, inflation, fluctuations
in interest rates, increases in tariffs, supply chain disruptions, declines in consumer confidence and spending, public health considerations,
and geopolitical instability, such as the military conflicts in Ukraine and the Middle East. We cannot at this time 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.

 Liquidity, Capital Resources and Going
Concern

 Until
the consummation of the Initial Public Offering, our only source of liquidity was an initial purchase of Class B Ordinary Shares
by the Sponsor and loans from the Sponsor.

 On
January 29, 2024, the Sponsor agreed to loan us up to $300,000 to cover expenses related to the Initial Public Offering pursuant
to the IPO Promissory Note. This loan was non-interest bearing and payable on the earlier of December 31, 2024 or the completion of the
Initial Public Offering. As of July 11, 2024, the IPO Promissory Note was repaid in full at the closing of the Initial Public Offering
and the IPO Promissory Note is no longer accessible.

 On
July 11, 2024 we consummated the Initial Public Offering of 23,000,000 Units, which includes the full exercise of the Over-Allotment Option
in the amount of 3,000,000 Units, at $10.00 per Unit, generating gross proceeds of $230,000,000. The net proceeds from the sale of the
Units in the Initial Public Offering and the sale of the Private Placement Warrants in the Private Placement for an aggregate purchase
price of $6,000,000, after deducting offering expenses of approximately $477,616 and underwriting commissions of $4,000,000 (excluding
deferred underwriting commissions of $10,950,000), was $231,522,384. $230,000,000 has been held in the Trust Account, which includes the
deferred underwriting commissions described above.

 The
proceeds held in the Trust Account are invested in money market funds meeting certain conditions under Rule 2a-7 under the Investment
Company Act which invest only in direct U.S. government treasury obligations. The holding of these assets in this form is intended
to be temporary and for the sole purpose of facilitating the intended Business Combination. To mitigate the risk that we might be deemed
to be an investment company for purposes of the Investment Company Act, which risk increases the longer that we hold investments in the
Trust Account, we may, at any time, (based on our Management Team's ongoing assessment of all factors related to our potential status
under the Investment Company Act) instruct the trustee to liquidate the investments held in the Trust Account and instead to hold the
funds in the Trust Account in cash or in an interest bearing demand deposit account at a bank.

 We
intend to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust
Account (excluding deferred underwriting commissions). We may withdraw interest to pay our taxes, if any. Our annual income tax obligations
will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the interest earned
on the amount in the Trust Account will be sufficient to pay our income taxes. To the extent that our equity or debt is used, in whole
or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used
as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

 We
have available to us approximately $697,085 of proceeds held outside the Trust Account, as of December 31, 2024. We expect to continue
to use these funds to primarily identify and evaluate target businesses, perform business due diligence on prospective target businesses,
travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review
corporate documents and material agreements of prospective target businesses, and structure, negotiate and complete a Business Combination.

 In
order to fund working capital deficiencies or finance transaction costs in connection with an intended initial Business Combination, our
Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be
required. If we complete our initial Business Combination, we would repay such Working Capital Loans. In the event that our initial Business
Combination does not close, we may use amounts held outside the Trust Account to repay such Working Capital Loans, but no proceeds from
our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into warrants of
the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to
the Private Placement Warrants. The terms of such Working Capital Loans, if any, have not been determined and no written agreements exist
with respect to such Working Capital Loans. Prior to the completion of our initial Business Combination, we do not expect to seek loans
from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such funds
and provide a waiver against any and all rights to seek access to funds in our Trust Account.

 In
connection with our assessment of going concern considerations in accordance with FASB ASU Topic 2014-15, "Disclosures of Uncertainties
about an Entity's Ability to Continue as a Going Concern," as of December 31, 2024, we believe we have sufficient funds for
our working capital needs until a minimum of one year from the date of issuance of the audited financial statements and notes thereto
contained elsewhere in this Report. We cannot assure that our plans to consummate a Business Combination will be successful.

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

 Contractual Obligations

 We
do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than as set forth
below.

 Underwriting Agreement

 The
underwriters of the Initial Public Offering have agreed to receive deferred underwriting commissions equal to $0.45 per Unit on Units
other than those sold pursuant to the Over-Allotment Option, or $9,000,000 in the aggregate, with an additional $1,950,000 due in connection
with the full exercise of the Over-Allotment Option. Consequently, upon completion of our initial Business Combination, $10,950,000 will
be paid to the underwriters of the Initial Public Offering from the funds held in the Trust Account. The deferred fee will become payable
to the underwriters of the Initial Public Offering solely in the event that we complete a Business Combination, subject to the terms of
the Underwriting Agreement, d ated July 9, 2024, we entered into with Cantor, as representative of
the several underwriters of the Initial Public Offering. If we fail to consummate an initial Business Combination within the Combination
Period, such deferred fee will be included with the funds held in the Trust Account that will be available to fund the redemption of our
Public Shares upon the liquidation of the Trust Account.

 Administrative Services
Agreement

 Commencing
on July 10, 2024, and until completion of our initial Business Combination or liquidation, we pay an affiliate of our Sponsor $10,000
per month for c ertain office space, utilities and secretarial and administrative support pursuant to the Administrative
Services Agreement. Under the Administrative Services Agreement, there was $60,000 incurred and paid for the year ending December 31,
2024.

 Critical Accounting
Estimates

 The
preparation of the audited financial statements contained elsewhere in this Report 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, actual results could materially differ from those estimates.
As of December 31, 2024, we did not have any critical accounting estimates to be disclosed.

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

 We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this Item.

 Item
8. Financial Statements and Supplementary Data.

 Reference is made to pages
F-1 through F-18 comprising a portion of this Report, which are 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 designed to ensure that information required to be disclosed in our reports filed or submitted under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to
be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to Management, including our Chief
Executive Officer and Chief Financial Officer (together, the "Certifying Officers"), or persons performing similar functions,
as appropriate, to allow timely decisions regarding required disclosure.

 Under
the supervision and with the participation of our Management, including our Certifying Officers, we carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.
Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were effective as of the end of
the fiscal year ended December 31, 2024.

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

 Management's Annual Report on Internal
Control over Financial Reporting

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

 Changes in Internal Control over Financial
Reporting

 There have been no changes
to our internal control over financial reporting during the quarterly period ended December 31, 2024 that materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information.

 Trading Arrangements

 During the quarterly period
ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) promulgated under the Exchange Act)
 adopted or terminated any "Rule 10b5-1 trading arrangement" or any "non-Rule 10b5-1 trading arrangement," as each
term is defined in Item 408(a) of Regulation S-K.

 Additional 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

 As of the date of this Report,
our directors and officers are as follows:

 Name

 Age

 Position

 Erich Spangenberg

 Chairman and Chief Executive Officer

 David Kutcher

 Chief Financial Officer and Director

 Delos Marshall ("Toby") Cosgrove, M.D.

 Janine Grasso

 Vincent Capone

 The experience of our directors
and executive officers is as follows:

 Erich Spangenberg,
our Chief Executive Officer and Chairman of our Board of Directors since our inception, has served as a Chief Executive Officer and Co-Founder
of SIM since January 2023. From January 2018 to January 2023, Mr. Spangenberg was the Founder and CEO of IPwe, a global financial technology
company in the intellectual property space. In January 2024, IPwe, Inc. filed a petition for voluntary reorganization under Chapter 11
of the U.S. Bankruptcy Code in the District of Delaware. The case was converted to a Chapter 7 bankruptcy in March 2024 and is still pending.
From September 2014 to March 2017, Mr. Spangenberg was CEO of nXn Partners, a predictive analytics company focused on analyzing key attributes
of intellectual property. From January 2015 to March 2017, Mr. Spangenberg was a Partner at the Coalition For Affordable Drugs, which
challenged patent validity through the USPTO's inter-partes review process. From April 2003 to August 2014, Mr. Spangenberg was
Founder and CEO of IP Navigation Group (IPNav), a full-service patent monetization and global licensing business. From March 1998 to March
2003, Mr. Spangenberg was President of Acclaim Venture Group, which invested in technology and industrial companies. From December 1996
to November 1998, Mr. Spangenberg was Head of Business Development and then President and CEO of Smartalk Teleservices, a telecommunications
company. From October 1994 to November 1996, Mr. Spangenberg was a Vice President and Senior Vice President at Donaldson, Lufkin &
Jenrette. Mr. Spangenberg started his career as a corporate attorney at Jones Day from 1986 to 1994, where he was ultimately promoted
to Partner. Mr. Spangenberg holds a Bachelor of Arts in Economics from Skidmore College, a Master of Science in Economics from The London
School of Economics and Political Science and a JD from Case Western Reserve University School of Law. Mr. Spangenberg's significant
executive, investment and intellectual property expertise and experience make him well qualified to serve on our Board of Directors.

 David
Kutcher, our Chief Financial Officer and Director since our inception, has served as a Chief Financial
Officer, Head of Structured Products and Co-Founder of SIM since January 2023. Mr. Kutcher was a Venture Partner with Corner Ventures
from March 2020 to January 2023, where he focused on later-stage investments and public markets. He also served as Chief Investment Officer
of Corner Growth Acquisition Corp. (NASDAQ: COOL) from December 2020 to August 2024 and Chief Investment Officer of Corner Growth Acquisition
Corp. 2 (NASDAQ: TRON) from June 2021 to August 2024. From 2016 to 2020, he was the managing partner at Torian Capital Partners, a firm
he co-founded in 2016, which now serves as a family investment vehicle. From 2011 to 2016, Mr. Kutcher was a Managing Director with Broadband
Capital Management, a New York-based merchant banking firm and was an advisor to its successor firm, Broadband Capital Partners, an alternative
investment firm, from February 2016 until December 2018. Mr. Kutcher was also the interim chief financial officer for Immunome (NASDAQ:
IMNM), a Broadband Capital portfolio company, from June 2016 through March 2018. Mr. Kutcher had a significant role in assisting special
purpose acquisition companies through their initial public offering and Business Combination processes, including Committed Capital Acquisition
Corporation, which acquired One Group Hospitality, Inc. (NASDAQ: STKS) in October 2013 and was controlled by Broadband Capital principals
and Spectral AI (NASDAQ: MDAI). Mr. Kutcher started his career as a mergers and acquisitions and capital markets attorney with Ellenoff
Grossman & Schole LLP in New York from 2008 to 2011. Mr. Kutcher holds a Bachelor of Arts from the University of the South (Sewanee)
and a JD from Samford University (Cumberland). Mr. Kutcher's significant investment and SPAC-related experience make him well qualified
to serve on our Board of Directors.

 Delos Marshall Cosgrove,
M.D. has served as a member of our Board of Directors since July 2024. From 2004 to 2017, Dr. Cosgrove served as the CEO and President
of Cleveland Clinic, which is consistently ranked among the top five hospitals in the United States and the top overall hospital for cardiology
and heart surgery by U.S. News & World Report. He currently serves as an Executive Advisor to Cleveland Clinic, where he is working
with the hospital leadership on strategies for national and international growth. He is a member of the Board of Directors of Cleveland
Clinic Abu Dhabi, American Well, Hims & Hers and View. He previously worked for Google Cloud and currently is an advisor for several
healthcare organizations. After serving as a surgeon in the U.S. Air Force and earning a Bronze Star, Dr. Cosgrove joined Cleveland Clinic
in 1975, and chaired the Department of Thoracic and Cardiovascular surgery from 1989 to 2004. He is a member of the National Academy of
Medicine, and a Fellow of the National Academy of Inventors. He holds 30 patents for medical innovations. In 2016, he was a Fortune Businessperson
of the Year. Three successive Presidents of the United States have consulted him on healthcare issues. Dr. Cosgrove holds a B.A. from
Williams College and received his M.D. from the University of Virginia School of Medicine. Dr. Cosgrove's significant experience
in the medical and healthcare fields makes him well qualified to serve on our Board of Directors.

 Janine Grasso has
served as a member of our Board of Directors since July 2024. Ms. Grasso served as the Head of the Global Partner Ecosystem at
DocuSign from October 2022 to February 2025 and has served as a Director at Brand Engagement Network Inc. (NASDAQ: BNAI) since March
2024. Previously, Ms. Grasso was Vice President of Business Development at Verizon from 2019 to 2022, where she led a newly created
business development organization. From 2010 to 2019, Ms. Grasso worked at IBM, most recently as Vice President of Blockchain
Ecosystem leading the IBM Blockchain Strategy and Ecosystem Organization. Ms. Grasso received her B.B.A from the Pace University
Lubin School of Business. Ms. Grasso's significant experience in acquisitions, divestitures, intellectual property-related
deals, and strategic partnerships makes her well qualified to serve on our Board of Directors.

 Vincent Capone has
served as a member of our Board of Directors since July 2024. Mr. Capone currently serves as the Chief Financial Officer and General Counsel
at Spectral AI (NASDAQ: MDAI) and served as General Counsel and Corporate Secretary of Spectral AI since March 2022. From April 2012 to
March 2022, he served in various roles, including Chief Operating Officer, General Counsel and from April 2018 as President of Michaelson
Capital Partners, a New York-based private equity fund investing in technology companies. Mr. Capone has an extensive background in representing
life science and technology companies and he has a long track record as a business-focused and results-oriented leader in driving corporate
growth and development. He began his career as a certified public accountant at KPMG before practicing corporate and securities law. He
has more than 20 years of broad corporate and securities law experience, first at Morgan Lewis LLP, then as a Partner at Reed Smith LLP.
Mr. Capone serves as a senior advisor to Alexet Capital Associates, LLC and is a Board Member of the Ryan Lesher Foundation, a non-profit
organization assisting families in Bucks County, Pennsylvania. Mr. Capone earned both his J.D. and M.B.A. degrees from Temple University
and his B.S. degree in Accounting from The Pennsylvania State University. Mr. Capone's accounting, transactional, private equity
and healthcare-related experience makes him well qualified to serve on our Board of Directors.

 Family Relationships

 No family relationships
exist between any of our directors or executive officers.

 Involvement in Certain Legal Proceedings

 There are no material proceedings
to which any director or executive officer, or any associate of any such director or officer is a party adverse to our Company, or has
a material interest adverse to our Company.

 Number and Terms of Office of Officers and
Directors

 Our Board of Directors consists
of five members and is divided into three classes with only one class of directors being appointed in each year, and with each class (except
for those directors appointed prior to our first annual general meeting) serving a three-year term. Prior to the closing of our initial
Business Combination, only holders of our Class B Ordinary Shares are entitled to vote on the appointment and removal of directors or
continuing the company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our Amended and
Restated Memorandum or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation
in a jurisdiction outside the Cayman Islands). Holders of our Public Shares are not entitled to vote on such matters during such time.
These provisions of our Amended and Restated Memorandum relating to these rights of holders of Class B Ordinary Shares may be amended
by a special resolution passed by the affirmative vote of at least 90% (or, where such amendment is proposed in respect of the consummation
of our initial Business Combination, two-thirds) of the votes cast by such shareholders as, being entitled to do so, vote in person or,
where proxies are allowed, by proxy at the applicable general meeting of our Company.

 In accordance with Nasdaq
corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end
following our listing on Nasdaq. The term of office of the first class of directors, which consists of Mr. Capone, will expire at our
first annual general meeting. The term of office of the second class of directors, which consists of Ms. Grasso and Dr. Cosgrove, will
expire at the second annual general meeting. The term of office of the third class of directors, which consists of Mr. Spangenberg and
Mr. Kutcher, will expire at the third annual general meeting.

 Our officers are appointed
by the Board of Directors and serve at the discretion of the Board of Directors, rather than for specific terms of office. Our Board of
Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and Restated Memorandum.

 Committees of the Board of Directors

 We have established two standing
committees of our Board of Directors: the Audit Committee and a compensation committee (the "Compensation Committee"). Subject
to phase-in rules, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit committee of a listed
company be comprised solely of independent directors. Each committee of our Board operates under a charter that has been approved by our
Board and has the composition and responsibilities described below.

 Audit Committee

 We have established the Audit
Committee. Mr. Capone, Ms. Grasso, and Dr. Cosgrove serve as the members of our Audit Committee. Under the Nasdaq listing standards
and applicable SEC rules, we are required to have three members of the Audit Committee, all of whom must be independent. Mr. Capone,
Ms. Grasso, and Dr. Cosgrove are each independent.

 Mr. Capone serves as
the chairman of the Audit Committee. Each member of the Audit Committee is financially literate and our Board of Directors has determined
that Mr. Capone qualifies as an "audit committee financial expert" as defined in applicable SEC rules.

 We have adopted a charter
of the Audit Committee, which details the principal functions of the Audit Committee, including:

 assisting with Board oversight of (1) the integrity of our financial statements, (2) our compliance
with legal and regulatory requirements, (3) our independent registered public accounting firm's qualifications and independence,
and (4) the performance of our internal audit function and independent registered public accounting firm;

 the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors
and any other independent registered public accounting firm engaged by us;

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

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

 meeting to review and discuss our annual audited financial statements and quarterly financial statements
with management and the independent registered public accounting firm, including reviewing our specific disclosures under "Management's
Discussion and Analysis of Financial Condition and Results of Operations";

 reviewing and approving any related party transaction required to be disclosed pursuant to Item 404
of Regulation S-K promulgated by the SEC prior to us entering into such transaction;

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

 advising the Board and any other Board committees if the clawback provisions of Rule 10D-1 under
the Exchange Act (the "SEC Clawback Rule") are triggered based upon a financial statement restatement or other financial statement
change, with the assistance of Management and to the extent that our securities continue to be listed on an exchange and subject to the
SEC Clawback Rule.

 Compensation Committee

 We have established the Compensation
Committee. The members of our Compensation Committee include Ms. Grasso, Dr. Cosgrove, and Mr. Capone, and Ms. Grasso serves
as chair of the Compensation Committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have a Compensation
Committee of at least two members, all of whom must be independent. Ms. Grasso, Dr. Cosgrove, and Mr. Capone are each independent.
We have adopted a charter of the Compensation Committee, which details the principal functions of the Compensation Committee, including:

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

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

 reviewing our executive compensation policies and plans;

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

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

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

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

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

 advising the Board and any other Board committees if the clawback provisions of the SEC Clawback Rule
are triggered based upon a financial statement restatement or other financial statement change and perform any other tasks required of
it by the Clawback Policy (as defined below), with the assistance of Management and to the extent that our securities continue to be listed
on an exchange and subject to the SEC Clawback Rule.

 The charter of the Compensation
Committee 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.

 Director Nominations

 We do not have a standing
nominating committee though we intend to form a corporate governance and nominating committee as and when required to do so by law or
Nasdaq rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend
a director nominee for selection by our Board of Directors. Our Board of Directors believes that the independent directors can satisfactorily
carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.
The directors who participate in the consideration and recommendation of director nominees are Dr. Cosgrove, Ms. Grasso, and Mr. Capone.
In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent. As there is no standing nominating
committee, we do not have a nominating committee charter in place.

 The Board of Directors also
considers director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to
stand for appointment at the next annual general meeting (or, if applicable, an extraordinary general meeting). Our shareholders that
wish to nominate a director for appointment to our Board of Directors should follow the procedures set forth in our Amended and Restated
Memorandum.

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

 Code of Ethics

 We have adopted a Code of
Business Conduct and Ethics, applicable to our directors, officers and employees (the "Code of Ethics"). A copy of the Code
of Ethics and the charters of the committees of our Board of Directors will be provided without charge upon request from us. If we make
any amendments to our Code of Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver,
including any implicit waiver, from a provision of the Code of Ethics applicable to our principal executive officer, principal financial
officer, principal accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC
or Nasdaq rules, we will disclose the nature of such amendment or waiver on our website. The information included on our website is not
incorporated by reference into this Report or in any other report or document we file with the SEC, and any references to our website
are intended to be inactive textual references only.

 The
foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Code of Ethics, a copy of which is attached hereto as Exhibit 14 and is incorporated herein by reference.

 Trading Policies

 On June 27, 2024, we adopted
insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers
and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq
listing standards (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 and is incorporated herein by reference.

 Compensation Recovery and Clawback Policy

 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 has also adopted the SEC Clawback Rule that directs 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.

 On June 27, 2024, our Board
of Directors approved the adoption of the Executive Compensation Clawback Policy (the "Clawback Policy"), in order to comply
with the final Clawback rules adopted by the SEC under the Rule, and the listing standards, as set forth in Nasdaq Listing Rule 5608 (the
"Nasdaq 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 SEC Clawback Rule ("Covered Officers") in the event that we are required to prepare an accounting restatement, in accordance
with the Nasdaq 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
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 Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Clawback Policy, a copy of which is attached hereto as Exhibit 97 and is incorporated herein by reference.

 Item
11. Executive Compensation.

 None of our executive officers
or directors have received any cash compensation for services rendered to us. We are not prohibited from paying any fees (including advisory
fees), reimbursements or cash payments to our Sponsor, officers or directors, or our or their affiliates, for services rendered to us
prior to or in connection with the completion of our initial Business Combination, including the following payments, all of which, if
made prior to the completion of our initial Business Combination, will be paid from funds held outside the Trust Account:

 repayment of up to an aggregate of $300,000 in loans made to us by our Sponsor to cover offering-related and
organizational expenses pursuant to the IPO Promissory Note;

 payment for office space, utilities and secretarial and administrative support made available to us by
an affiliate of our Sponsor, in an amount equal to $10,000 per month, pursuant to the Administrative Services Agreement;

 payment of consulting, success or finder fees to our independent directors, advisors, or their respective
affiliates in connection with the consummation of our initial Business Combination;

 we may engage our Sponsor or an affiliate of our Sponsor 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;

 reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and
completing an initial Business Combination; and

 repayment of Working Capital Loans. Up to $1,500,000 of such Working Capital Loans may be convertible
into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the lender. Such warrants would
be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been
determined and no written agreements exist with respect to such Working Capital Loans.

 After the completion of our
initial Business Combination, directors or members of our Management Team who remain with us may be paid consulting or management fees
from the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known, in the proxy solicitation
materials or tender offer materials furnished to our shareholders in connection with a proposed initial Business Combination. We have
not established any limit on the amount of such fees that may be paid by the combined company to our directors or members of Management.
It is unlikely the amount of such compensation will be known at the time of the proposed initial Business Combination, because the directors
of the post-combination business will be responsible for determining 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 officers and directors may negotiate employment or consulting arrangements to remain with
us after our initial Business Combination. The existence or terms of any such employment or consulting arrangements to retain their positions
with us may influence our Management's motivation in identifying or selecting a target business, but we do not believe that the
ability of our Management to remain with us after the consummation of our initial Business Combination will be a determining factor in
our decision to proceed with any potential Business Combination. We are not party to any agreements with our officers and directors that
provide for benefits upon termination of employment.

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

 The following table sets forth
information regarding the beneficial ownership of our Ordinary Shares as of March 31, 2025 based on information obtained from the persons
named below, with respect to the beneficial ownership of Ordinary Shares, by:

 each person known by us to be the beneficial owner of more than 5% of our outstanding Ordinary Shares;

 each of our executive officers and directors that beneficially owns our Ordinary Shares; and

 all our executive officers and directors as a group.

 In the table below, percentage
ownership is based on 30,666,667 of our Ordinary Shares, consisting of (i) 23,000,000 Class A Ordinary Shares and (ii) 7,666,667 Class
B Ordinary Shares, issued and outstanding as of March 31, 2025. On all matters to be voted upon, except for (x) the election of directors
of the Board and (y) continuing our Company in a jurisdiction outside the Cayman Islands (including any special resolution required to
amend our Amended and Restated Memorandum or to adopt new constitutional documents, in each case, as a result of our approving a transfer
by way of continuation in a jurisdiction outside the Cayman Islands), holders of the Class A Ordinary Shares and Class B Ordinary Shares
vote together as a single class, unless otherwise required by applicable law. Currently, all of the Class B Ordinary Shares are convertible
into Class A Ordinary Shares on a one-for-one basis.

 Unless otherwise indicated,
we believe that all persons named in the table have sole voting and investment power with respect to all Ordinary Shares beneficially
owned by them. The following table does not reflect record or beneficial ownership of the Private Placement Warrants as these Private
Placement Warrants are not exercisable within 60 days of the date of this Report.

 Class A Ordinary Shares

 Class B Ordinary Shares

 Approximate

 Name and Address of Beneficial Owner (1)

 Number of
 Shares
 Beneficially Owned

 Approximate
 Percentage
 of Class

 Number of
 Shares
 Beneficially
 Owned

 Approximate
 Percentage
 of Class

 Percentage
 of Total Outstanding
 Ordinary Shares

 SIM Sponsor 1 LLC (2)(3)

 —

 —

 7,466,669

 97.4
 %

 24.3
 %

 Erich Spangenberg (2)(3)

 —

 —

 7,466,669

 97.4
 %

 24.3
 %

 David Kutcher (2)(3)

 —

 —

 7,466,669

 97.4
 %

 24.3
 %

 Delos Marshall ("Toby") Cosgrove, M.D. (2)

 —

 —

 66,666

 *

 *

 Janine Grasso (2)

 —

 —

 66,666

 *

 *

 Vincent Capone (2)

 —

 —

 66,666

 *

 *

 All officers and directors as a group (five persons)

 —

 —

 7,666,667

 %

 24.3
 %

 —

 —

 Other 5% Shareholders

 —

 —

 MMCAP Parties (4)

 1,980,000

 8.6
 %

 —

 —

 6.5
 %

 Magnetar Parties (5)

 1,960,200

 8.5
 %

 —

 —

 6.4
 %

 Karpus Management Inc. (6)

 1,935,801

 8.4
 %

 —

 —

 6.3
 %

 First Trust Parties (7)

 1,820,000

 7.9
 %

 —

 —

 5.9
 %

 AQR Parties (8)

 1,695,094

 7.3
 %

 —

 —

 5.5
 %

 Goldman Sachs Parties (9)

 1,680,584

 7.3
 %

 —

 —

 5.5
 %

 Barclays PLC (10)

 1,415,936

 6.2
 %

 —

 —

 4.6
 %

 Picton Mahoney Asset Management (11)

 1,400,000

 6.1
 %

 —

 —

 4.6
 %

 *
 less than 1%

 (1)
 Unless otherwise noted, the principal business address of each of the following entities or individuals
is c/o SIM Acquisition Corp. I, 78 SW 7 th Street, Suite 500, Miami, Florida 33130.

 (2)
 Interests shown consist solely of Founder Shares, classified as Class B Ordinary Shares. Such shares
will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial
Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment.

 (3)
 SIM Sponsor 1 LLC, our Sponsor, is the record holder of such Ordinary Shares. Erich Spangenberg and David
Kutcher are the managing members of Conroy Partners LLC, which is the managing member of SIM Sponsor 1 LLC, and hold indirect voting and
investment discretion with respect to the Ordinary Shares held of record by the Sponsor. Each of Messrs. Spangenberg and Kutcher disclaims
any beneficial ownership of the securities held by SIM Sponsor 1 LLC other than to the extent of any pecuniary interest he may have therein,
directly or indirectly.

 (4)
 According to a Schedule 13G/A filed with the SEC on February 10, 2025 by (i) MMCAP International Inc.
SPC, a Cayman Island segregated portfolio company ("MMCAP"), and (ii) MM Asset Management Inc., a Canadian corporation ("MM
Asset" and together with MMCAP, the "MCCAP Parties"). The principal business address of MMCAP is c/o Mourant Governance
Services (Cayman) Limited, 94 Solaris Avenue, Camana Bay, P.O. Box 1348 Grand Cayman, KY1-1108, Cayman Islands. The principal business
address of MM Asset is 161 Bay Street, TD Canada Trust Tower, Suite 2240, Toronto, ON, M5J 2S1, Canada.

 (5)
 According to a Schedule 13G filed with the SEC on November 6, 2024 by (i) Magnetar Financial LLC, a Delaware
limited liability company ("Magnetar Financial"), (ii) Magnetar Capital Partners LP, a Delaware limited partnership ("Magnetar
Capital Partners"), (iii) Supernova Management LLC, a Delaware limited liability company ("Supernova Management"), and
(iv) David J. Snyderman, a citizen of the United States ("Mr. Snyderman", collectively with Magnetar Financial, Magnetar Capital
Partners and Supernova Management, the "Magnetar Parties"), in connection with Public Shares held for the following funds
(collectively, the Magnetar Funds") (a) Magnetar Constellation Master Fund, Ltd, Magnetar Xing He Master Fund Ltd, Magnetar SC Fund
Ltd, Purpose Alternative Credit Fund Ltd, all Cayman Islands exempted companies and (b) Magnetar Structured Credit Fund, LP, a Delaware
limited partnership and Magnetar Alpha Star Fund LLC, Magnetar Lake Credit Fund LLC, Purpose Alternative Credit Fund - T LLC, all Delaware
limited liability companies. Magnetar Financial serves as the investment adviser to the Magnetar Funds, and as such, Magnetar Financial
exercises voting and investment power over the Public Shares held for the Magnetar Funds' accounts. Magnetar Capital Partners serves
as the sole member and parent holding company of Magnetar Financial. Supernova Management is the general partner of Magnetar Capital Partners.
The manager of Supernova Management is Mr. Snyderman. The principal business address of each of the Magnetar Parties is 1603 Orrington
Avenue, 13th Floor, Evanston, Illinois 60201.

 (6)
 According to a Schedule 13G/A filed with the SEC on February 14, 2025 by Karpus Management, Inc., a New
York corporation d/b/a Karpus Investment Management ("Karpus"). Karpus is a registered investment adviser and the Public Shares
are owned directly by the accounts managed by Karpus. The principal business address of Karpus is 183 Sully's Trail, Pittsford, New York
14534.

 (7)
 According to a Schedule 13G filed with the SEC on November 14, 2024 by (i) First Trust Merger Arbitrage
Fund, a series of Investment Managers Series Trust II, an investment company registered under the Investment Company Act ("VARBX"),
(ii) First Trust Capital Management L.P., an investment adviser registered with the SEC that provides investment advisory services to
certain client accounts, including VARBX ("FTCM"), (iii) First Trust Capital Solutions L.P., a Delaware limited partnership
and control person of FTCM ("FTCS"), and (iv) FTCS Sub GP LLC, a Delaware limited liability company and control person of
FTCM ("Sub GP" and collectively, with VARBX, FTCM and FTCS, the "First Trust Parties"). As investment adviser
to the certain client accounts, FTCM has the authority to invest the funds of certain client accounts, as well as the authority to purchase,
vote and dispose of securities. As of September 30, 2024, VARBX owned 1,625,271 Public Shares, while FTCM, FTCS and Sub GP collectively
owned 1,820,000 Public Shares. FTCS and Sub GP may be deemed to control FTCM. FTCS and Sub GP do not own any Public Shares for their own
accounts. The principal business address of FTCM, FTCS and Sub GP is 225 W. Wacker Drive, 21 st Floor, Chicago, Illinois
60606. The principal business address of VARBX is 235 West Galena Street, Milwaukee, Wisconsin 53212.

 (8)
 According to a Schedule 13G filed with the SEC on November 13, 2024 by (i) AQR Capital Management, LLC,
a Delaware limited liability company ("AQR Capital"), (ii) AQR Capital Management Holdings, LLC, a Delaware limited liability
company "(AQR Holdings"), and (iii) AQR Arbitrage, LLC a Delaware limited liability company ("ACR Arbitrage",
collectively with AQR Capital and AQR Holdings, the "AQR Parties"). The principal business address of each of the AQR Parties
is One Greenwich Plaza, Greenwich, Connecticut 06830.

 (9)
 According to a Schedule 13G filed with the SEC on November 12, 2024 by (i) the Goldman Sachs Group, Inc.,
a Delaware corporation ("Goldman Inc."), and (ii) Goldman Sachs & Co. LLC, a New York limited liability company ("Goldman
LLC, together with Goldman Inc., the "Goldman Sachs Parties"). The principal business address of each of the Goldman Sachs
Parties is 200 West Street, New York, New York 10282.

 (10)
 According to a Schedule 13G/A filed with the SEC on March 21, 2025
by Barclays PLC, a public limited company of the United Kingdom ("Barclays"). The principal business address of Barclays is
1 Churchill Place, London, E14 5HP, United Kingdom.

 (11)
 According to a Schedule 13G/A filed with the SEC on February 10, 2025 by Picton Mahoney Asset Management,
a citizen of Canada ("Picton"). The principal business address of Picton is 33 Yonge Street, #320, Toronto, ON M5E 1G4, Canada.

 Securities Authorized for Issuance under Equity
Compensation Plans

 None.

 Changes in Control

 None.

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

 On January 29, 2024, our Sponsor
paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs in exchange for 5,750,000 Founder Shares. In May
2024, we effected a share dividend of 0.33 shares for each Class B Ordinary Share outstanding, resulting in our Initial Shareholders holding
an aggregate of 7,666,667 Founder Shares (up to 1,000,000 shares of which were subject to forfeiture depending on the extent to which
the Over-Allotment Option was exercised).

 The number of Founder Shares
outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 23,000,000
Units if the Over-Allotment Option was exercised in full, and therefore that such Founder Shares would represent 25% of the outstanding
Ordinary Shares after the Initial Public Offering. Up to 1,000,000 of the Founder Shares were to be surrendered by our Sponsor for no
consideration depending on the extent to which the Over-Allotment Option was exercised. A t the closing
of the Initial Public Offering, the underwriters fully exercised the Over-Allotment Option resulting in no Founder Shares being subject
to forfeiture. In April 2024, our Sponsor transferred 50,000 Founder Shares to each of our independent directors.

 Our Sponsor and Cantor, the
representative of the underwriters of the Initial Public Offering, purchased an aggregate of 6,000,000 Private Placement Warrants, each
exercisable to purchase one Class A Ordinary Share at $11.50 per share, at a price of $1.00 per Private Placement Warrant, or $6,000,000
in the aggregate in the Private Placement that closed simultaneously with Initial Public Offering and pursuant to the Private Placement
Warrants Purchase Agreements. Of those 6,000,000 Private Placement Warrants, our Sponsor purchased 4,000,000 Private Placement Warrants
and Cantor purchased 2,000,000 Private Placement Warrants. The Private Placement Warrants are identical to the Public Warrants, except
that, so long as they are held by our Sponsor or Cantor or their permitted transferees, the Private Placement Warrants (i) may not (including
the Class A Ordinary Shares issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred,
assigned or sold by the holders until 30 days after the completion of our initial Business Combination, (ii) will be entitled to registration
rights and (iii) with respect to Private Placement Warrants held by Cantor and/or its designees, will not be exercisable more than five
years from the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8).

 Prior to or in connection
with the completion of our initial Business Combination, there may be payment by our Company to our Sponsor, officers or directors, or
our or their affiliates, of a finder's fee, advisory fee, consulting fee or success fee for any services they render in order to
effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination,
will be paid from funds held outside the Trust Account.

 Commencing
on July 10, 2024, and until completion of our initial Business Combination or liquidation, we pay an affiliate of our Sponsor $10,000
per month for c ertain office space, utilities and secretarial and administrative support pursuant to the Administrative
Services Agreement. Under the Administrative Services Agreement, there was $70,000 incurred and paid for the year ending December 31,
2024.

 On
January 29, 2024, the Sponsor agreed to loan us up to $300,000 to cover expenses related to the Initial Public Offering pursuant
to the IPO Promissory Note. This loan was non-interest bearing and payable on the earlier of December 31, 2024 or the completion of the
Initial Public Offering. As of July 11, 2024, the IPO Promissory Note was repaid in full at the closing of the Initial Public Offering
and the IPO Promissory Note is no longer accessible.

 In addition, in order to finance
transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of
our officers and directors may, but are not obligated to, loan us funds as may be required on a non-interest basis. If we complete an
initial Business Combination, we would repay such Working Capital Loans. In the event that the initial Business Combination does not close,
we may use amounts held outside the Trust Account to repay such Working Capital Loans, but no proceeds from our Trust Account would be
used for such repayment. 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 $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement
Warrants. Except as set forth above, the terms of such Working Capital Loans, if any, have not been determined and no written agreements
exist with respect to such Working Capital Loans. Prior to the completion of our initial Business Combination, we do not expect to seek
loans from parties other than our Sponsor or an affiliate of our Sponsor as we do not believe third parties will be willing to loan such
funds and provide a waiver against any and all rights to seek access to funds in our Trust Account.

 Any of the foregoing payments
to our Sponsor, repayments of loans from our Sponsor or repayments of Working Capital Loans prior to our initial Business Combination
will be made using funds held outside the Trust Account.

 We have until July 11, 2026
or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business Combination. If we anticipate
that we may be unable to consummate our initial Business Combination within the Combination Period, we may seek shareholder approval to
amend our Amended and Restated Memorandum to extend the date by which we must consummate our initial Business Combination. If we seek
shareholder approval for such an extension, Public Shareholders will be offered an opportunity to redeem their Public Shares at a per
share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon (less
taxes payable), divided by the number of then issued and outstanding Public Shares, subject to applicable law.

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

 Pursuant to the Registration
Rights Agreement, the holders of the (i) Founder Shares, (ii) Private Placement Warrants and (iii) warrants that may be
issued upon conversion of Working Capital Loans (and in each case holders of their underlying securities,
as applicable) have registration rights to require us to register a sale of any of our securities held by them and any other securities
of our Company acquired by them prior to the consummation of our initial Business Combination (in
the case of the Founder Shares, only after conversion to our Class A Ordinary Shares). 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. Notwithstanding
anything to the contrary, Cantor may only make a demand on one occasion and only during the five-year period beginning on the effective
date of the IPO Registration Statement. In addition, Cantor may participate in a "piggy-back" registration only during the
seven-year period beginning on the effective date of the IPO Registration Statement. We will bear the expenses incurred in connection
with the filing of any such registration statements.

 Our Sponsor, directors and
officers have also entered into the Letter Agreement, with us, pursuant to which, they have waived their rights to liquidating distributions
from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within
the Combination Period. However, if our Sponsor, directors and officers acquire Public Shares in or after the Initial Public Offering,
they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if we fail to complete our
initial Business Combination within the Combination Period.

 Additionally, pursuant to
the Letter Agreement, they will not propose any amendment to our Amended and Restated Memorandum (i) to modify the substance or timing
of our obligation to allow redemption in connection with our initial Business Combination or to redeem 100% of our Public Shares if we
do not complete our initial Business Combination within the Combination Period or (ii) with respect to any other material provisions relating
to shareholders' rights or pre-initial Business Combination activity, in each case, unless we provide our Public Shareholders with
the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
released to us to pay our taxes, divided by the number of then outstanding Public Shares.

 Director Independence

 Nasdaq rules require that
a majority of our Board of Directors be independent within one year of our Initial Public Offering. An "independent director"
is defined generally as a person who, in the opinion of the company's board of directors, has no material relationship with the
listed company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).
We have three "independent directors" as defined in Nasdaq rules and applicable SEC rules. Our Board of Directors has determined
that Dr. Cosgrove, Ms. Grasso, and Mr. Capone are "independent directors" as defined in Nasdaq listing standards
and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

 Item
14. Principal Accountant Fees and Services.

 The following is a summary
of fees paid or to be paid to Withum for services rendered.

 Audit Fees

 Audit fees consist of fees
for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Withum
in connection with regulatory filings. The aggregate fees of Withum for professional services rendered for the audit of our annual financial
statements, review of the financial information included in our Forms 10-Q for the respective periods and other required filings with
the SEC for the year ended December 31, 2024 totaled approximately $134,680. The above amount includes interim procedures and audit fees,
as well as attendance at Audit Committee meetings.

 Audit-Related Fees

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

 Tax Fees

 Tax fees
consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Withum
for tax services, planning or advice for the year ended December 31, 2024.

 All Other Fees

 All
other fees consist of fees billed for all other services. We did not pay Withum for any other services for the year ended
December 31, 2024.

 Pre-Approval Policy

 Our Audit Committee was formed
upon the consummation of our Initial Public Offering. As a result, the Audit Committee did not pre-approve all of the foregoing services,
although any services rendered prior to the formation of our Audit Committee were approved by our Board of Directors. Since the formation
of our Audit Committee, and on a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted
non-audit services performed and 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. Exhibit and Financial Statement Schedules.

 (a)

 The following documents are filed as part of this Report:

 (1)
 Financial
Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 100)

 Financial Statements:

 Balance Sheet as of December 31, 2024

 Statement of Operations for the period from January 29, 2024 (inception) to December 31, 2024

 Statement of Changes in Shareholder's Equity (Deficit) for the period from January 29, 2024 (inception) to December 31, 2024

 Statement of Cash Flows for the period from January 29, 2024 (inception) to December 31, 2024

 Notes to Financial Statements

 F-7 to F-18

 (2)

 Financial Statement Schedules

 All financial statement schedules
are omitted because they are not applicable or the amounts are immaterial and not required, or the required information is presented in
the financial statements and notes thereto beginning on page F-1 of this Report.

 (3)

 Exhibits

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

 Item
16. Form 10-K Summary.

 Omitted at our Company's
option.

 INDEX TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB ID #100)

 Financial Statements:

 Balance Sheet as of December 31, 2024

 Statement of Operations for the period from January 29, 2024 (inception) to December 31, 2024

 Statement of Changes in Shareholder's Equity (Deficit) for the period from January 29, 2024 (inception) to December 31, 2024

 Statement of Cash Flows for the period from January 29, 2024 (inception) to December 31, 2024

 Notes to Financial Statements

 F-7 to F-18

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Shareholders and the Board of Directors
of

 SIM Acquisition Corp. I:

 Opinion on the Financial Statements

 We have audited the accompanying balance sheet
of SIM Acquisition Corp. I (the "Company') as of December 31, 2024, and the related statements of operations, changes in shareholders'
equity (deficit) and cash flows for the period from January 29, 2024 (inception) through December 31, 2024, and the related notes (collectively
referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects,
the financial position of the Company as of December 31, 2024, and the results of its operations and its cash flows for the period from
January 29, 2024 (inception) through December 31, 2024, in conformity with accounting principles generally accepted in the United States
of America.

 Basis for Opinion

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

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

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

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

 /s/ WithumSmith+Brown, PC

 New York, New York

 PCAOB ID Number 100

 F- 2

 BALANCE SHEET

 12/31/2024

 ASSETS

 Current Assets

 Cash

 $
 697,085

 Prepaid Expenses

 127,200

 Total Current Assets

 824,285

 Long-Term Prepaid Expense

 180,000

 Cash and Marketable Securities Held in Trust Account

 235,322,812

 Total Assets

 $
 236,327,097

 LIABILITIES AND SHAREHOLDERS' DEFICIT

 Current liabilities

 Accounts payable and accrued expenses

 $
 32,609

 Total Current Liabilities

 32,609

 Long term liabilities

 Deferred Underwriting Payable

 10,950,000

 Total Long Term Liabilities

 10,950,000

 Total Liabilities

 10,982,609

 COMMITMENTS

 Class A ordinary shares subject to possible redemption, 23,000,000 shares at redemption value of $ 10.11 per share

 235,222,812

 Shareholders' Deficit

 Preference shares, $.0001 par value, 5,000,000 shares authorized; none issued or outstanding

 -

 Class A ordinary shares, $.0001 par value, 500,000,000 shares authorized; none issued or outstanding (Excluding 23,000,000 Class A Ordinary shares to possible redemption)

 -

 Class B ordinary shares, $.0001 par value, 50,000,000 shares authorized; 7,666,667 shares issued and outstanding

 Accumulated Deficit

 ( 9,879,091
)

 Total Shareholders' Deficit

 ( 9,878,324
)

 TOTAL LIABILITIES AND SHAREHOLDERS' DEFICIT

 $
 236,327,097

 The accompanying notes
are an integral part of this financial statement.

 F- 3

 STATEMENT OF OPERATIONS

 FOR THE PERIOD FROM JANUARY 29, 2024
(INCEPTION) TO DECEMBER 31, 2024

 Formation and operation costs

 $
 ( 575,708
)

 Loss from Operations

 $
 ( 575,708
)

 Other income

 Interest earned on cash and
 marketable securities held in Trust Account

 $
 5,322,812

 Other income (loss), net

 $
 5,322,812

 Net income

 $
 4,747,104

 Weighted average shares outstanding, Class A ordinary shares subject to possible redemption

 11,840,237

 Basic
 and diluted net income per ordinary share, Class A, ordinary shares
 subject to possible redemption

 $
 0.25

 Weighted average shares outstanding, Class B non-redeemable ordinary shares

 7,181,460

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

 $
 0.25

 The accompanying notes are an integral
part of this financial statement.

 F- 4

 STATEMENT OF CHANGES IN SHAREHOLDER'S
EQUITY (DEFICIT)

 FOR THE PERIOD FROM JANUARY 29, 2024
(INCEPTION) TO DECEMBER 31, 2024

 Class A
 Ordinary Shares

 Class B
 Ordinary Shares

 Additional
 Paid-in

 Accumulated

 Total Shareholder's

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance - January 29, 2024 (inception)

 -

 $
 -

 -

 $
 -

 $
 -

 $
 -

 $
 -

 Issuance of Class B Ordinary Shares to Sponsor (1)

 -

 -

 7,666,667

 24,233

 -

 25,000

 Sale of 6,000,000 Private Placement Warrants

 -

 -

 -

 -

 6,000,000

 -

 6,000,000

 Fair Value of Public Warrants at issuance

 -

 -

 -

 -

 1,610,000

 -

 1,610,000

 Allocated value of transaction costs to Class A Shares subject to redemption amount

 -

 -

 -

 -

 ( 120,051
)

 -

 ( 120,051
)

 Accretion for Class A ordinary shares subject to redemption amount

 -

 -

 -

 -

 ( 7,514,182
)

 ( 14,626,195
)

 ( 22,140,377
)

 Net Income

 -

 -

 -

 -

 4,747,104

 4,747,104

 Balance - December 31, 2024

 -

 -

 7,666,667

 $

 $
 -

 $
 ( 9,879,091
)

 $
 ( 9,878,324
)

 The accompanying notes are an integral part of this financial
statement.

 F- 5

 STATEMENT OF CASH FLOWS

 FOR THE PERIOD FROM JANUARY 29, 2024
(INCEPTION) TO DECEMBER 31, 2024

 Cash Flows from Operating Activities

 Net income

 $
 4,747,104

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

 Interest earned on cash and marketable securities held in Trust Account

 ( 5,322,812
)

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

 6,364

 Changes in operating assets and liabilities

 Increase (decrease) in cash attributable to Prepaid Expense

 ( 307,200
)

 Increase (decrease) in cash attributable to Accounts Payable and Accrued Expenses

 32,609

 Net cash used in operating activities

 ( 843,935
)

 Cash Flows from Investing Activities

 Investment of cash in Trust Account

 ( 230,000,000
)

 Net cash used in investing activities

 ( 230,000,000
)

 Cash Flows from Financing Activities

 Promissory Note - Related Party

 260,000

 Proceeds from sale of units at gross 230,000,000, net of underwriting discounts paid

 226,000,000

 Proceeds from sale of Private Placement at gross amount

 6,000,000

 Repayment of Promissory Note - Related Party

 ( 297,500
)

 Payment of Offering Costs

 ( 421,480
)

 Net cash provided by operating financing activities

 231,541,020

 Net increase in cash

 697,085

 Cash at beginning of the period

 -

 Cash at end of the period

 $
 697,085

 Supplemental Disclosure of Non-cash for Investing and Financing Activities:

 Formation costs and offering costs paid by Sponsor for the issuance of Founder Shares

 $
 25,000

 Deferred offering costs included in accounts payable and accrued expenses

 $
 5,000

 Offering costs paid through Notes payable-related party

 $
 37,500

 Deferred Underwriter Commissions

 $
 10,950,000

 The accompanying notes are an integral part of this financial
statement.

 F- 6

 NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2024

 (AUDITED)

 Note 1 – DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 Organization and General

 SIM Acquisition Corp. I (the "Company")
was incorporated as a Cayman Islands exempted company on January 29, 2024. The Company was incorporated for the purpose of effecting a
merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
(the "Business Combination").

 As of December 31, 2024, the Company has not commenced
any operations. All activity for the period from January 29, 2024 (inception) to December 31, 2024 relates to the Company's formation
and the Initial Public Offering (as defined below) and the search for a prospective initial business combination. The Company will not
generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company will generate non-operating
income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company
has selected December 31 as its fiscal year end.

 Sponsor and Initial Public Offering

 The Company's sponsor is SIM Sponsor 1 LLC,
a Delaware limited liability company (the "Sponsor").

 The registration statement for the Company's
Initial Public Offering was declared effective on July 9, 2024. On July 11, 2024, the Company consummated the Initial Public Offering
of 23,000,000 units (each, a "Unit" and collectively, the "Units") at $ 10.00 per Unit, which included the
full exercise of the underwriters' over-allotment option in the amount of 3,000,000 Units at $ 10.00 per unit which is discussed
in Note 3 (the "Initial Public Offering"), and the sale of 6,000,000 warrants (the "Private Placement Warrants",
to the Sponsor and Cantor Fitzgerald & Co., the representative of the underwriters of the Initial Public Offering, at a price of $ 1.00
per Private Placement Warrant in a private placement that closed simultaneously with the Initial Public Offering. Of those 6,000,000 Private
Placement Warrants, the Sponsor purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 2,000,000 Private
Placement Warrants. Each whole Private Placement Warrant entitles the holder to purchase one Class A ordinary share at $ 11.50 per
share.

 Transaction costs amounted to $ 15,427,616 consisting
of $ 4,000,000 of cash underwriting fee, $ 10,950,000 of deferred underwriting fee, and $ 477,616 of other offering costs.

 The Trust Account

 Upon consummation of the Initial Public Offering,
management placed an aggregate of $ 230,000,000 of the proceeds from the Units sold in the Initial Public Offering and the proceeds of
the private placement of the Private Placement Warrants, in a United States-based trust account (the "Trust Account") and
invested the proceeds in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act. The proceeds
will be held in this manner until the earlier of (i) the consummation of the Company's Business Combination (ii) the redemption
of any ordinary shares included in the Units being sold in the Initial Public Offering that have been properly tendered in connection
with a shareholder vote to amend the Company's Amended and Restated Memorandum to modify the substance or timing of its obligation
to redeem 100 % of such ordinary shares if it does not complete the Business Combination within 24 months from the closing of the Initial
Public Offering (the "Completion Window"); and (iii) the Company's failure to consummate a Business Combination within
the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although
the Company will seek to have all vendors, service providers (except the Company's independent registered public accounting firm),
prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to
any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. There can be no assurance
that it will be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) will be
used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses.
Additionally, certain interest earned on the Trust Account balance may be released to the Company to pay the Company's tax obligations
and trust administration expenses.

 F- 7

 Initial Business Combination

 The Company's management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering, although substantially all of the
net proceeds of the Initial Public Offering are intended to be generally applied toward consummating a Business Combination. The 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 the deferred underwriting commissions and taxes payable on income earned on the Trust Account) at
the time of the agreement to enter into the Business Combination. Furthermore, there is no assurance that the Company will be able to
successfully effect a Business Combination.

 The Company, after signing a definitive agreement
for the acquisition of a target business, is required to provide shareholders who acquired ordinary shares sold as part of the units in
this offering ("Public Shares") in the Initial Public Offering ("Public Shareholders") with the opportunity to
redeem their Public Shares for a pro rata share of the Trust Account. The holders of the Founder Shares will agree to vote any shares
they then hold in favor of any proposed Business Combination and will waive any conversion rights with respect to these shares and the
shares included in the Private Units pursuant to letter agreements executed in connection with the Initial Public Offering.

 In connection with any proposed Business Combination,
the Company will seek shareholder approval of a Business Combination at a meeting called for such purpose at which Public Shareholders
may seek to redeem their Public Shares, regardless of whether they vote for or against the proposed Business Combination. Alternatively,
the Company may conduct a tender offer and allow redemptions in connection therewith. If the Company seeks shareholder approval of a Business
Combination, any Public Shareholder voting either for or against such proposed Business Combination or not voting at all will be entitled
to demand that his Public Shares be redeemed for a full pro rata portion of the amount then in the Trust Account (initially $ 10.00 per
share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary
to pay its taxes and trust administration expenses). Holders of warrants sold as part of the Units will not be entitled to vote on the
proposed Business Combination and will have no redemption or liquidation rights with respect to the ordinary shares underlying such warrants.

 Pursuant to the Company's Memorandum and
Articles of Association in effect upon consummation of the Initial Public Offering, if the Company is unable to complete its Business
Combination within 24 months from the closing of the Initial Public Offering and such date is not otherwise extended by shareholders,
the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than
 ten business days thereafter, redeem 100 % of the outstanding public shares and (iii) as promptly as reasonably possible following such
redemption, subject to the approval of the remaining holders of ordinary shares and the Company's board of directors, liquidate
and dissolve. The warrants will expire on liquidation of the Trust Account and the holders of warrants will receive no proceeds in connection
with the liquidation. The holders of the Founder Shares will not participate in any redemption distribution with respect to their Founder
Shares.

 If
the Company is unable to complete its Business Combination and expends all of the net proceeds of the Initial Public Offering not deposited
in the Trust Account, without taking into account any interest earned on the Trust Account, the initial per-share redemption price for
ordinary shares was $ 10.00. The proceeds deposited in the Trust
Account could, however, become subject to claims of the Company's creditors that are in preference to the claims of the Company's
shareholders. In addition, if the Company is forced to file a bankruptcy or winding up petition or an involuntary bankruptcy or winding
up petition is filed against it 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 its bankruptcy or insolvency estate and subject to the claims of third parties with priority
over the claims of the Company's ordinary shareholders. Therefore, the actual per-share redemption price may be less than approximately
$ 10.00.

 F- 8

 Risks and Uncertainties

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

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

 Liquidity and Capital Sources

 As of December 31, 2024, the Company
had a cash balance of $ 697,085 and a working capital surplus of $ 791,676. Further, the Company has incurred and expects to
continue to incur significant costs in pursuit of a Business Combination. In connection with the Company's assessment of going
concern considerations in accordance with Accounting Standards Update ("ASU") 2014-15, "Disclosures of
Uncertainties about an Entity's Ability to Continue as a Going Concern," as of December 31, 2024, management has
determined that the Company has sufficient funds for the working capital needs of the Company until a minimum of one year from the
date of issuance of these financial statements. The Company cannot assure that its plans to consummate a Business Combination will
be successful or that additional funds from holders of its Founder Shares will be available on attractive terms, if at all.

 Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Basis of Presentation

 The accompanying financial statements have been
prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") for annual financial
information and in accordance with the instructions to Form 10-K and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission
(the "SEC").

 F- 9

 Emerging Growth Company

 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 an emerging
growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth
companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period,
which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company,
as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard.
This may make the comparison of the Company's financial statements with those of another public company that is neither an emerging
growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because
of the potential differences in accounting standards used.

 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 has $ 697,085 in cash and did
not have any cash equivalents as of December 31, 2024.

 Marketable Securities and Cash Held in Trust
Account

 At December 31, 2024 the assets held in the Trust
Account, amounting to $ 235,322,812, were held in a money market fund at Morgan Stanley meeting the conditions under Rule 2(A)-7. The marketable
securities are classified as trading securities and presented at fair value on the balance sheet. Gains and losses resulting from the
change in fair value of marketable securities held in the Trust Account are included in interest earned on marketable securities held
in Trust Account in the statements of operations. For the period from January 29, 2024 (inception) through December 31, 2024, the Company
did not withdraw any interest earned on the Trust Account.

 Offering Costs

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

 Transaction costs amounted to $ 15,427,616 consisting
of $ 4,000,000 of cash underwriting fee, $ 10,950,000 of deferred underwriting fee, and $ 477,616 of other offering costs.

 F- 10

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

 Financial Instruments

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

 Fair Value Measurements

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

 Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments
in active markets;

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

 Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring
an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs
or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within
different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair
value hierarchy based on the lowest level input that is significant to the fair value measurement.

 Use of Estimates

 The preparation of the financial statements in
conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities and the reported amounts of expenses and deferred offering
costs 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. Actual results could differ from those estimates.

 Net Income Per Ordinary Share

 The Company complies with the accounting and disclosure
requirements of FASB ASC Topic 260, "Earnings Per Share." The Company has two classes of shares, (i) redeemable Class A Ordinary
Shares and (ii) non-redeemable Class B Ordinary Shares (the "Class B Ordinary Shares, and together with the Class A Ordinary Shares,
the "Ordinary Shares"). Income and losses are shared pro rata between the two classes of shares. Net income per Ordinary Share
is calculated by dividing the net income by the weighted average number of Ordinary Shares outstanding for the respective period.

 The calculation of diluted net income does not
consider the effect of the Public Warrants underlying the Units sold in the Initial Public Offering and the Private Placement Warrants
to purchase an aggregate of 28,750,000 Class A Ordinary Shares, because their exercise is contingent upon future events. Accretion associated
with the redeemable Class A Ordinary Shares is excluded from earnings per share as the redemption value approximates fair value.

 F- 11

 The following table reflects the calculation of
basic and diluted net income per ordinary share:

 For the period from January 29,

 2024 (inception) to

 December 31, 2024

 Class A

 Redeemable

 Class A and B

 Non-Redeemable

 Basic and diluted net income per share:

 Numerator:

 Allocation of net income

 $
 2,954,880

 $
 1,792,224

 Denominator:

 Weighted-average shares outstanding

 11,840,237

 7,181,460

 Basic and diluted income per share

 $
 0.25

 $
 0.25

 Income Taxes

 The Company accounts for income taxes under FASB
ASC Topic 740, "Income Taxes," which requires an asset and liability approach to financial accounting and reporting for
income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statements and tax bases of
assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the
periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce
deferred tax assets to the amount expected to be realized.

 FASB 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,
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 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 period presented.

 Class A Redeemable Share Classification

 The Public Shares contain a redemption feature
which allows for the redemption of such Public Shares in connection with the Company's liquidation, or if there is a shareholder
vote or tender offer in connection with the Company's initial Business Combination. In accordance with FASB ASC 480-10-S99, the
Company classifies Public Shares subject to redemption outside of permanent equity as the redemption provisions are not solely within
the control of the Company. The Public Shares sold as part of the Units in the Initial Public Offering were issued with other freestanding
instruments (i.e., Public Warrants) and as such, the initial carrying value of the Public Shares classified is temporary equity and the
allocated proceeds determined in accordance with FASB ASC 470-20. The Company recognizes changes in redemption value immediately as it
occurs and will adjust the carrying value of redeemable shares to equal the redemption value at the end of each reporting period. Immediately
upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value.
The change in the carrying value of redeemable shares will result in charges against additional paid-in capital (to the extent available)
and accumulated deficit. Accordingly, at July 11, 2024, Class A ordinary shares subject to possible redemption are presented at redemption
value as temporary equity, outside of the shareholders' deficit section of the Company's balance sheet. The Company recognizes
changes in redemption value immediately as they occur and adjusts the carrying value of redeemable shares to equal the redemption value
at the end of each reporting period. Increases or decreases in the carrying amount of redeemable shares are affected by charges against
additional paid in Capital (to the extent available) and accumulated deficit.

 F- 12

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

 Gross Proceeds

 $
 230,000,000

 Less:

 Proceeds allocated to Public Warrants

 ( 1,610,000
)

 Class A ordinary shares issuance costs

 ( 15,307,565
)

 Plus:

 Accretion of carrying value to redemption value

 22,140,377

 Class A Ordinary Shares subject to possible redemption

 $
 235,222,812

 Warrant Instruments

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

 Share-Based Compensation

 The Company records share-based compensation in accordance with FASB
ASC Topic 718, "Compensation-Share Compensation" ("ASC 718"), 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, including share option grants, warrants and restricted share grants, 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, excluding restricted shares,
are valued using a Monte Carlo simulation. 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.

 Recent Accounting Standards

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

 Note 3 – INITIAL PUBLIC
OFFERING

 Pursuant to the Initial Public
Offering, the Company sold 23,000,000 Units, including the full exercise by the underwriters of their over-allotment option in the amount
of 3,000,000 Units at a purchase price of $ 10.00 per Unit. Each Unit consists of one of the Company's ordinary shares, $ 0.0001 par
value, and one-half of one redeemable warrant (the "Public Warrants"). Each whole warrant offered in the Initial Public Offering
is exercisable to purchase one ordinary share. Only whole warrants may be exercised. No fractional shares will be issued upon exercise
of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company
will, upon exercise, round down to the nearest whole number the number of ordinary shares to be issued to the warrant holder.

 F- 13

 Note 4 – PRIVATE PLACEMENT

 Simultaneously with the closing
of the Initial Public Offering, the Sponsor and Cantor Fitzgerald & Co. purchased an aggregate of 6,000,000 warrants at a price of
$ 1.00 per warrant, or $ 6,000,000 in the aggregate, in a private placement. Of those 6,000,000 Private Placement Warrants, the Sponsor
purchased 4,000,000 Private Placement Warrants and Cantor Fitzgerald & Co. purchased 2,000,000 Private Placement Warrants. Each whole
warrant entitles the registered holder to purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment.

 The Private Placement Warrants
are identical to the Public Warrants sold in the initial Public Offering except that, so long as they are held by the Sponsor, Cantor
Fitzgerald & Co. or their permitted transferees, the Private Placement Warrants (i) may not (including the Class A ordinary shares
issuable upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by
the holders until 30 days after the completion of the Business Combination, (ii) are entitled to registration rights and (iii) with respect
to the Private Placement Warrants held by Cantor Fitzgerald & Co. and/or its designees, are not exercisable more than five years from
the commencement of sales in the Initial Public Offering in accordance with FINRA Rule 5110(g)(8).

 The Sponsor, officers and directors have entered
into a letter agreement with the Company, pursuant to 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 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 (A) to modify the substance or timing of the Company's obligation to allow redemption in connection
with the Business Combination or to redeem 100 % of the public shares if the Company has not consummated a Business Combination within
the Completion Window or (B) with respect to any other material provisions relating to shareholders' rights or pre-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 Business Combination within the Completion Window, although they will be entitled to liquidating distributions from
the Trust Account with respect to any public shares they hold if the Company fails to complete the Business Combination within the Completion
Window and to liquidating distributions from assets outside the Trust Account; and (iv) vote any Founder Shares held by them and any public
shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor
of the Business Combination (except that any public shares such parties may purchase in compliance with the requirements of Rule 14e-5
under the Exchange Act would not be voted in favor of approving the business combination transaction).

 Note 5 – RELATED PARTY TRANSACTIONS

 Founder Shares

 On January 29, 2024, the Sponsor paid $ 25,000,
or approximately $ 0.003 per share, to cover certain costs in consideration for 5,750,000 Class B ordinary shares, par value $ 0.0001
per share (the "Founder Shares"). In May 2024, the Company effected a share dividend of 0.33 shares for each Class B
ordinary share outstanding, resulting in the initial shareholders holding an aggregate of 7,666,667 Founder Shares. All share and per
share data have been restated to reflect this change.

 In April 2024, the Sponsor transferred 50,000
Founder Shares to each of the Company's three independent directors for an aggregate of 150,000 Founder Shares, at a price of $ 0.003
per share. In May 2024, the Company effected a share dividend of 0.33 shares for each Class B ordinary share outstanding, resulting
in the directors holding an aggregate of 199,998 Founder Shares, or 66,666 each.

 The sale of the Founders
Shares to each of the Company's three independent directors is in the scope of FASB ASC Topic 718, "Compensation-Stock Compensation"
("ASC 718"). Under ASC 718, stock-based compensation associated with equity-classified awards is measured at fair value upon
the grant date. The fair value of the 199,998 shares transferred to the Company's three independent directors was $ 197,998 or $ 0.99
per share. The Founders Shares were granted subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation
expense related to the Founders Shares is recognized only when the performance condition is probable of occurrence under the applicable
accounting literature in this circumstance. As of December 31, 2024, the Company determined that a Business Combination is not considered
probable, and, therefore, no stock-based compensation expense has been recognized. Stock-based compensation would be recognized at the
date a Business Combination is considered probable (i.e., upon consummation of a Business Combination) 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.

 The Sponsor and the Company's officers and directors agreed,
subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) six months
after the completion of the Business Combination or (ii) the date following the completion of the Business Combination on which the Company
completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company's shareholders having
the right to exchange their Class A ordinary shares for cash, securities or other property.

 F- 14

 Private Placement Warrants

 The Sponsor and Cantor purchased
an aggregate of 6,000,000 Private Placement Warrants at a price of $ 1.00 per Private Placement Warrant ($ 6.0 million in the aggregate)
in a private placement that closed simultaneously with the closing of the Initial Public Offering. Each warrant is exercisable to purchase
 one Class A ordinary share at $ 11.50 per share. A portion of the proceeds from the Private Placement Warrants were added to the proceeds
from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination
Period, the Private Placement Warrants will expire worthless.

 The Sponsor and the Company's
officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants
until 30 days after the completion of the Business Combination.

 Promissory Note – Related Party

 On March 8, 2024, the Sponsor
agreed to loan the Company up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the
"Note"). This loan was non-interest bearing and payable on the earlier of December 31, 2024 or the completion of the Initial
Public Offering. As of July 11, 2024, the Note was repaid in full at the closing of the Initial Public Offering and the note is no longer
accessible.

 Working Capital Loans

 In addition, in order to
finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's
officers and directors, may, but are not obligated to, loan the Company funds as may be required ("Working Capital Loans").
If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination
does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds
held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital
Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either
be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $ 1.5 million
of such Working Capital Loans may be convertible into private placement warrants at a price of $ 1.00 per warrant. As of December 31, 2024,
the Company had no borrowings under any Working Capital Loans.

 Administrative Support Agreement

 On July 9, 2024, the Company
entered into an agreement with an affiliate of the Sponsor to pay an aggregate of $ 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 Business Combination
or the Company's liquidation, the Company will cease paying these monthly fees. As of December 31, 2024, the Company has paid $ 60,000
to the affiliate of the Sponsor pursuant to this agreement.

 Note 6 – SHAREHOLDERS'
EQUITY (DEFICIT)

 Preference Shares — The
Company is authorized to issue 5,000,000 preference shares 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, 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. At December 31, 2024, there
were no Class A Ordinary Shares issued or outstanding, excluding 23,000,000 Class A Ordinary Shares subject to possible redemption.

 Class B Ordinary
Shares — The Company is authorized to issue 50,000,000 Class B ordinary shares with a par value of $ 0.0001
per share. Holders are entitled to one vote for each Class B ordinary share. As of December 31, 2024, there were 7,666,667 Class B
ordinary shares issued and outstanding (as restated, see Note 5).

 F- 15

 Holders of the Class A
ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote
of the Company's shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B
ordinary shares have the right to vote on the appointment of the Company's directors prior to the initial Business Combination.

 The Class B ordinary
shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination on a one-for-one basis
(as adjusted). In the case that additional Class A ordinary shares or equity-linked securities are issued or deemed issued in connection
with the initial Business Combination, the number of Class A ordinary shares issuable upon conversion of all Founder Shares will
equal, in the aggregate, 25 % of the total number of Class A ordinary shares outstanding after such conversion (after giving effect
to any redemptions of Class A ordinary shares by Public Shareholders), including the total number of Class A ordinary shares
issued, or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by
the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary
shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller
in the initial Business Combination and any Private Placement Warrants issued to the Sponsor, officers or directors upon conversion of
Working Capital Loans; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

 Warrants — Public
Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units
and only whole Public Warrants will trade. The Public Warrants will become exercisable 30 days after the completion of a Business Combination.
The Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the Business Combination,
the Company will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the registration statement
for the Initial Public Offering or a new registration statement covering the registration under the Securities Act of the Class A
ordinary shares issuable upon exercise of the warrants and thereafter the Company will use its commercially reasonable efforts to cause
the same to become effective within 60 business days following the initial Business Combination and to maintain a current prospectus
relating to the Class A ordinary shares issuable upon exercise of the warrants until the expiration of the warrants in accordance
with the provisions of the public warrant agreement.

 The Company may redeem the Public Warrants:

 in whole and not in part;

 at a price of $ 0.01 per warrant;

 upon a minimum of 30 days' prior written notice of redemption to each warrant holder; and

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

 The Company will not redeem
the Public Warrants as described above unless a registration statement under the Securities Act covering the ordinary shares issuable
upon exercise of the Public Warrants is then effective and a current prospectus relating to those ordinary shares is available throughout
the 30-day redemption period. Any such exercise would not be on a cashless basis and would require the exercising warrant holder to pay
the exercise price for each Public Warrant being exercised. The Private Placement Warrants are identical to the Public Warrants sold in
the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private
Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of the Business Combination, subject
to certain limited exceptions. In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete
a Business Combination and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such
funds with respect to their warrants, nor will they receive any distribution from the Company's assets held outside of the Trust
Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

 Note 7 – COMMITMENTS AND CONTINGENCIES

 Registration Rights

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

 F- 16

 Underwriting Agreement

 The Company granted the underwriters
a 45 -day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units
to cover over-allotments, if any, at the Initial Public Offering price. On July 11, 2024, simultaneously with the closing of the Initial
Public Offering, the underwriters elected to fully exercise the over-allotment option to purchase the additional 3,000,000 Units at a
price of $ 10.00 per Unit. As a result of the underwriters' election to fully exercise their over-allotment option, an aggregate
of 1,000,000 Founder Shares are no longer subject to forfeiture.

 The underwriters received an underwriting discount
of $ 0.20 per unit (excluding those units sold as part of the underwriters' over-allotment option), or $ 4.0 million in the aggregate,
paid upon the closing of the Initial Public Offering. The underwriters agreed to defer underwriting commissions equal to $ 0.45 per Unit
on Units other than those sold pursuant to the underwriters' option to purchase additional Units and $ 0.65 per Unit on units sold
pursuant to the underwriters' option to purchase additional units, or $ 10,950,000 in the aggregate. Upon completion of the Business
Combination, $ 10,950,000 will be paid to the underwriters from the funds held in the Trust Account. The deferred fee will become payable
to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination,
subject to the terms of the underwriting agreement.

 Note 8 – FAIR
VALUE MEASUREMENTS

 The fair value of the Company's financial
assets and liabilities reflects management's estimate of amounts that the Company would have received in connection with the sale
of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the
measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of
observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions
about how market participants would price assets and liabilities).

 The following fair value hierarchy is used to
classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

 Level 1: Quoted prices in active markets for identical
assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with
sufficient frequency and volume to provide pricing information on an ongoing basis.

 Level 2: Observable inputs other than Level 1
inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical
assets or liabilities in markets that are not active.

 Level 3: Unobservable inputs based on assessment
of the assumptions that market participants would use in pricing the asset or liability.

 The following table presents information about
the Company's assets that are measured at fair value on a recurring basis at December 31, 2024:

 December
31,

 2024

 Quoted Prices

Active Markets

 (Level 1)

 Significant

Other

 Observable

 Inputs

 (Level 2)

 Significant

Other

 Unobservable

 Inputs

 (Level 3)

 Assets:

 Marketable Securities and Cash Held in Trust Account

 $
 235,322,812

 $
 235,322,812

 $
 —

 $
 —

 At the date of the Initial Public Offering, the
Public Warrants were valued using a Monte Carlo model. The Public Warrants have been classified within shareholders' deficit and
will not require remeasurement after issuance. The following table presents the quantitative information regarding market assumptions
used in the valuation of the Public Warrants:

 July 11,

2024

 Calculated Share Price

 $
 9.91

 Weighted-Average Expected Life of Warrants in Years

 2.97

 Risk-free rate

 4.39
 %

 Pre-Business Combination Annual Volatility

 2.0
 %

 Post-Business Combination Annual Volatility

 33.0
 %

 Market Pricing Adjustment

 19.0
 %

 F- 17

 On April 18, 2024, the Founders Shares were valued
using the Market Approach Methodology. The following table presents the quantitative information regarding market assumptions used in
the valuation of the Founder Shares:

 April 18,

 2024

 Discount for Probability of Failure to Complete IPO

 10.0
 %

 Market Pricing Adjustment

 87.0
 %

 Discount for Expected Forfeiture

 15.0
 %

 Transfers to/from Levels 1, 2 and 3 are recognized
at the end of the reporting period in which a change in valuation technique or methodology occurs. There were no transfers for the period
from January 29, 2024 (inception) through December 31, 2024.

 Note 9 — SEGMENT INFORMATION

 ASC Topic 280 establishes standards for companies
to report 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 ("CODM"), or group, in deciding how to allocate resources and assess
performance.

 The CODM has been identified as the Chief Financial
Officer, who reviews the operating results for the Company as a whole to make decisions about allocating resources and assessing financial
performance. Accordingly, management has determined that the Company only has one operating segment. When evaluating the Company's
performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

 For the

 Period from

 January 29,

 2024

 (Inception)

 through

 December 31,

2024

 Formation and operation costs

 $
 575,708

 Interest earned on cash and marketable securities held in Trust Account

 5,322,812

 The key measures of segment profit or loss reviewed
by our CODM are interest earned on cash and marketable securities held in the Trust Account and operating and formation costs. The CODM
reviews interest earned on cash and marketable securities held in the Trust Account to measure and monitor shareholder value and determine
the most effective strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Operating
and formation costs are reviewed and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete
a Business Combination within the Business Combination period. The CODM also reviews operating and formation 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 March 31, 2025, the date that the financial statements were issued. Based upon this review,
the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

 F- 18

 EXHIBIT INDEX

 Exhibit No.

 Description

 Underwriting Agreement, dated July 9, 2024, by and between the Company and Cantor, as representative of the several underwriters. (2)

 3.1

 Amended and Restated Memorandum and Articles of Association. (2)

 4.1

 Specimen Unit Certificate. (1)

 4.2

 Specimen Ordinary Share Certificate. (1)

 4.3

 Specimen Warrant Certificate. (1)

 4.4

 Warrant Agreement, dated July 9, 2024, by and between the Company and Continental, as warrant agent. (2)

 4.5

 Description of Registered Securities.*

 10.1

 Promissory Note, dated January 29, 2024, issued to the Sponsor. (1)

 10.2

 Securities Subscription Agreement, dated January 29, 2024, by and between the Company and the Sponsor. (1)

 10.3

 Investment Management Trust Agreement, dated July 9, 2024, by and between the Company and Continental, as trustee. (2)

 10.4

 Registration Rights Agreement, dated July 9, 2024, by and among the Company and certain security holders. (2)

 10.5

 Private Placement Warrants Purchase Agreement, dated July 9, 2024, by and between the Company and the Sponsor. (2)

 10.6

 Private Placement Warrants Purchase Agreement, dated July 9, 2024, by and between the Company and Cantor. (2)

 10.7

 Letter Agreement, dated July 9, 2024 by and among the Company, its officers, its directors and the Sponsor. (2)

 10.8

 Administrative Services Agreement, dated July 9, 2024, by and between the Company and SIM Management LP. (2)

 Code of Ethics.*

 Insider Trading Policies and Procedures, adopted June 27, 2024.*

 31.1

 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 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 Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 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 Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 32.2

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

 97.1

 Policy Related to Recovery of Erroneously Awarded Compensation, adopted June 27, 2024.*

 99.1

 Audit Committee Charter. (1)

 99.2

 Compensation Committee Charter. (1)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *
 Filed herewith.

 **
 Furnished herewith.

 (1)
 Incorporated by reference to the Company's Registration
Statement on Form S-1 (File No. 333-280274), filed with the SEC on June 17, 2024.

 (2)
 Incorporated by reference to the Company's Current Report
on Form 8-K, filed with the SEC on July 12, 2024.

 SIGNATURES

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

 By:

 /s/ David Kutcher

 Name:

 David
Kutcher

 Title:

 Chief Financial Officer
 (Principal Financial Officer)

 Pursuant to the requirements
of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in
the capacities and on the dates indicated.

 Name

 Position

 Date

 /s/ Erich Spangenberg

 Chairman and Chief Executive Officer

 Erich Spangenberg

 (Principal Executive Officer)

 /s/ David Kutcher

 Chief Financial Officer and Director

 David Kutcher

 (Principal Financial and Accounting Officer)

 /s/ Delos Marshall ("Toby") Cosgrove, M.D.

 Delos Marshall ("Toby") Cosgrove, M.D.

 /s/ Janine Grasso

 Janine Grasso

 /s/ Vincent Capone

 Vincent Capone

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