UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 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 001-39945

 CONSTELLATION
ACQUISITION CORP I

 (Exact name of registrant as specified in its charter)

 Cayman Islands

 98-1574835

 (State or other jurisdiction of
 incorporation or organization)

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

 200 Park Avenue,
 32 nd Floor
 New York, NY

 10166

 (Address of principal executive offices)

 (Zip Code)

 (646) 585-8975

 (Registrant's telephone number, including area code)

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

 Title of each class

 Trading Symbol

 Name of each exchange on Which Registered

 Class A ordinary shares, $0.0001 par value

 CSTAF

 OTC Pink Market

 Redeemable warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.5

 CSTWF

 OTCQB Venture Market

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

 CSTUF

 OTCQB Venture Market

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

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

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

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 Yes
 No

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

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

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

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

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

 As of June 30, 2024 (the last business day of the registrant's
second fiscal quarter), the aggregate market value of its voting and non-voting common equity held by non-affiliates as of such date
was $ 26,991,597.6 based upon the closing price reported for such date on the OTCQX Marketplace (includes the OTCQX Best Market and
OTCQB Venture Market) (the "OTC").

 As of April 1, 2025, 7,664,302 Class A ordinary shares, par value $0.0001
per share, and 150,000 Class B ordinary shares, par value $0.0001 per share, were issued and outstanding, respectively.

 Documents Incorporated by Reference

 None.

 Page

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

 iv

 ITEM 1. BUSINESS

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Property

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

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

 Item 6. [Reserved].

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

 Item 7A. Quantitative and Qualitative Disclosures about Market Risk

 Item 8. Financial Statements and Supplementary Data

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

 Item 9A. Controls and Procedures

 Item 9B. Other Information.

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

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation.

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

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

 Item 14. Principal Accountant Fees and Services

 Item 15. Exhibits, Financial Statement Schedules

 Item 16. Form 10-K Summary

 i

 CERTAIN TERMS

 Unless otherwise stated in this Annual Report on Form 10-K for
the year ended December 31, 2024 (this "Annual Report"), or the context otherwise requires, references to:

 "we," "us," "our,"
"Company," "company," "our company," "CSTA" or "Constellation" means Constellation
Acquisition Corp I, a Cayman Islands exempted company;

 "amended and restated memorandum and articles of
association" means our Amended and Restated Memorandum and Articles of Association, as amended on January 27, 2023 and January
29, 2024 in connection with the extraordinary general meeting of shareholders to extend the date by which the Company has to consummate
an initial merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more
businesses (the "Business Combination");

 "2023 Articles
 Extension Date" means April 29, 2023, as a result of the extension general meeting
 held on January 27, 2023;

 "2024 Articles
 Extension Date" means February 29, 2024, as a result of the extension general meeting
 held on January 29, 2024;

 "2025 Articles
 Extension Date" means February 28, 2025, as a result of the extension general meeting
 held on January 27, 2025;

 "Class A ordinary
 shares" or "Public Shares" means our Class A ordinary shares, par value
 $0.0001 per share;

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

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

 "directors"
 means our current directors;

 "founder shares"
 or "Founder Shares" means our Class B ordinary shares initially purchased by
 one of our officers in a private placement prior to our initial public offering and subsequently
 assigned to our Old Sponsor, and subsequently transferred to the Sponsor in the sponsor handover,
 for the same purchase price that was initially paid by one of our officers and the Class
 A ordinary shares that will be issued upon the automatic conversion of the Class B ordinary
 shares at the time of our Business Combination (for the avoidance of doubt, such Class A
 ordinary shares will not be "public shares");

 "initial shareholders"
 means our initial shareholders, including directors that hold shares directly, and other
 holders of our founders shares prior to our initial public offering;

 "IPO"
 or "Initial Public Offering" means the initial public offering of the securities
 of Constellation Acquisition Corp I on January 29, 2021;

 "letter agreement"
 means the letter agreement, dated as of January 26, 2021, by and among the Company and its
 initial shareholders, directors and officers (as further amended by and among, the Company,
 its directors and officers, the Sponsor and other parties thereto, on January 30, 2023);

 "management"
 or our "management team" means our officers and directors;

 ii

 "Old Sponsor"
 is to Constellation Sponsor GmbH & Co. KG a German Limited Partnership, prior to the
 sponsor handover;

 "ordinary shares"
 means our Class A ordinary shares and our Class B ordinary shares;

 "original termination
 date" means January 29, 2023;

 "OTC"
 means the OTCQX Marketplace, and includes the OTCQX
 Best Market and OTCQB Venture
 Market;

 "private placement
 warrants" means the warrants issued to our Sponsor in a private placement simultaneously
 with the closing of our initial public offering;

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

 "sponsor"
 or "Sponsor" means Constellation Sponsor LP, a Delaware limited partnership,
 after the sponsor handover, the managers of which are Chandra R. Patel, Richard C. Davis
 and Jarett Goldman;

 "Termination
 Date" means the date by which we are required to consummate a Business Combination
 pursuant to our amended and restated memorandum and articles of association;

 "units"
 means the Company's units, each consisting of one Class A ordinary share and one-third
 of one redeemable warrant;

 "warrants"
 means our redeemable warrants sold as part of the units in our initial public offering (whether
 they were purchased in the initial public offering or thereafter in the open market) and
 the private placement warrants, each exercisable for one Class A ordinary share at an exercise
 price of $11.50; and

 "$,"
 "US$" and "U.S. dollar" means the United States dollar.

 iii

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS AND RISK FACTOR SUMMARY

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

 our ability to select
 an appropriate target business or businesses;

 our ability to complete
 our 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 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 Business Combination;

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

 our pool of prospective
 target businesses;

 the ability of our officers
 and directors to generate a number of potential Business Combination opportunities;

 our public securities'
 liquidity and trading;

 the lack of a market
 for our securities;

 the use of proceeds
 not held in the trust account that was established in connection with our IPO (the "Trust
 Account") or available to us from interest income on the Trust Account balance;

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

 our ability to continue
 as a going concern;

 our financial performance;
 or

 the other risks and
 uncertainties discussed in "Risk Factors" and elsewhere in this Annual Report
 on Form 10-K.

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

 iv

 ITEM 1. BUSINESS

 Introduction

 We are a blank check company incorporated in the Cayman Islands and
formed for the purpose of effecting a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar Business
Combination with one or more businesses, which we refer to throughout this Annual Report as our Business Combination. We intend to seek
a Business Combination with a target that is at the forefront of change in one of several rapidly changing segments of the global economy.
We intend to effectuate our Business Combination using cash derived from the proceeds of the Initial Public Offering and the sale of
the private placement warrants, our shares, debt or a combination of cash, shares and debt.

 Constellation, led by Chandra R. Patel, is on the mission of supporting
a target that is focused on bringing change to a rapidly changing segment of the global economy by sharing our expertise and multi-disciplinary,
complementary know-how across a variety of industries and geographies. We believe that the businesses with the greatest propensity for
long-term value creation seek partners who are themselves proven value builders and have demonstrated success in ushering companies from
private to public operating environments.

 Company History

 On November 23, 2020, one of our officers purchased an aggregate of
8,625,000 founder shares for an aggregate purchase price of $25,000, or approximately $0.003 per share ("founder shares").
On December 23, 2020, the founder shares were assigned to our Old Sponsor, and subsequently transferred to the Sponsor in the sponsor
handover (as defined below), for the same purchase price that was initially paid by one of our officers. Our founder shares will automatically
convert into Class A ordinary shares, on a one-for-one basis, upon the completion of the Business Combination. The number of founder
shares issued was determined based on the expectation that the founder shares would represent 63.3% of the issued and outstanding ordinary
shares upon completion of the IPO.

 On January 29, 2021, we completed our IPO of 31,000,000 units at a
price of $10.00 per unit, generating gross proceeds of $310,000,000. Each unit consists of one Class A ordinary share and one-third of
one public warrant. Each whole warrant entitles the holder thereof to purchase one Class A ordinary share at a price of $11.50 per share,
subject to certain adjustments.

 Substantially concurrently with the completion of the IPO, our Old
Sponsor purchased an aggregate of 5,466,667 private placement warrants at a price of $1.50 per warrant, or $8,200,000 in the aggregate,
which are now owned by our Sponsor as part of the sponsor handover. A total of $310,000,000, comprised of $303,800,000 of the proceeds
from the IPO, including $10,850,000 of the underwriters' deferred discount, and $6,200,000 of the proceeds of the sale of the private
placement warrants, was placed in a U.S.-based trust account at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer
& Trust Company, acting as trustee. On March 18, 2021, we announced that, commencing March 19, 2021, holders of the 31,000,000 units
sold in the IPO may elect to separately trade the Class A ordinary shares and the public warrants included in the units. Those units
not separated continue to trade on the OTCQX Best Market under the symbol "CSTUF" and the Constellation Class A ordinary
shares and public warrants that were separated trade under the symbols "CSTAF" and "CSTWF," on the OTCQX
Best Market and the OTCQB Venture Market, respectively.

 On January 27, 2023, we held an extraordinary general meeting of shareholders
(the "2023 Shareholder Meeting") to amend the Company's amended and restated memorandum and articles of association
(the "2023 Articles Amendment") to extend the date (the "2023 Termination Date") by which the Company has to
consummate a Business Combination from January 29, 2023 (the "2023 Termination Date") to April 29, 2023 (the "2023
Articles Extension Date") and to allow the Company, without another shareholder vote, to elect to extend the 2023 Termination Date
to consummate a Business Combination on a monthly basis for up to nine times by an additional one month each time after the 2023 Articles
Extension Date, by resolution of the Company's board of directors (the "board" or the "board of directors")
if requested by the Sponsor, and upon five days' advance notice prior to the applicable Termination Date, until January 29, 2024,
or a total of up to twelve months after the 2023 Termination Date, unless the closing of the Company's Business Combination shall
have occurred prior to such date (the "2023 Extension Amendment Proposal"). The shareholders of the Company approved the
2023 Extension Amendment Proposal at the 2023 Shareholder Meeting and on January 31, 2023, the Company filed the 2023 Articles Amendment
with the Registrar of Companies of the Cayman Islands.

 In connection with the vote at the 2023 Shareholder Meeting, the holders
of 26,506,157 Class A ordinary shares of the Company properly exercised their right to redeem their shares for an aggregate price of
approximately $10.167 per share, for an aggregate redemption amount of approximately $269,485,746. After the satisfaction of such redemptions,
the balance in our Trust Account was approximately $46,138,503. On February 13, 2023, a total of $46,600,678.12 (the remaining trust
balance), was placed in a U.S.-based trust account at Citibank, N.A., maintained by Continental Stock Transfer & Trust Company, acting
as trustee.

 In connection with the closing of the transactions contemplated by
the Investment Agreement, on January 26, 2023, the Old Sponsor underwent a reorganization pursuant to which the limited partners of the
Old Sponsor transferred all of their limited partnership interests to the Sponsor. On January 26, 2023, the Old Sponsor was liquidated
pursuant to applicable law by the retirement of the general partner of the Old Sponsor (the second to last partner of the Sponsor) and
all securities held by the Old Sponsor were distributed by operation of law to its sole remaining limited partner, the Sponsor, following
which, on January 30, 2023, control of the Old Sponsor was transferred to affiliates of Antarctica Capital Partners, LLC (such transactions,
the "sponsor handover").

 The board approved the voluntary delisting of its Class A ordinary
shares, warrants and units from The New York Stock Exchange, and on January 16, 2024, the Company began trading its Class A ordinary
shares and units on OTCQX Best Market under the symbols "CSTAF" and "CSTUF," respectively, and its warrants
on the OTCQB Venture Market under the symbol "CSTWF."

 On January 29, 2024, the Company held an extraordinary general meeting
of shareholders (the "2024 Shareholder Meeting") (A) to amend, by way of special resolution, the Company's amended
and restated memorandum and articles of association (the "2024 Articles Amendment") to extend the Termination Date by which
the Company has to consummate a Business Combination from January 29, 2024 (the "Original Termination Date") to February
29, 2024 (the "2024 Articles Extension Date") and to allow the Company, without another shareholder vote, to elect to extend
the Termination Date to consummate a Business Combination on a monthly basis for up to eleven times by an additional one month each time
after the 2024 Articles Extension Date, by resolution of the directors, if requested by the Sponsor, and upon five days' advance
notice prior to the applicable Termination Date, until January 29, 2025, or a total of up to twelve months after the Original Termination
Date, unless the closing of a Business Combination shall have occurred prior thereto (the "2024 Extension Amendment Proposal");
and (B) to amend, by way of special resolution, the Company's amended and restated memorandum and articles of association to eliminate
from the amended and restated memorandum and articles of association the limitation that the Company may not redeem Class A ordinary
shares to the extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule
3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 (the "Redemption Limitation") in
order to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation (such
proposal the "2024 Redemption Limitation Amendment Proposal"). The shareholders of the Company approved the 2024 Extension
Amendment Proposal and the 2024 Redemption Limitation Amendment Proposal at the 2024 Shareholder Meeting and on January 30, 2024, the
Company filed the 2024 Articles Amendment with the Registrar of Companies of the Cayman Islands.

 In connection with that vote to approve the 2024 Extension Amendment
Proposal and the 2024 Redemption Limitation Amendment Proposal, the holders of 2,126,159 Class A ordinary shares properly exercised their
right to redeem their shares for an aggregate price of approximately $11.13 per share, for an aggregate redemption amount of $23,671,533.
After the satisfaction of such redemptions, the balance in our Trust Account was $26,415,545.

 On January 30, 2024, the Sponsor converted an aggregate of 7,600,000
Class B ordinary shares into Public Shares on a one-for-one basis. The Sponsor waived any right to receive funds from the Company's
Trust Account with respect to the Public Shares received upon such conversion and acknowledged that such shares will be subject to all
of the restrictions applicable to the original Class B ordinary shares under the terms of the letter agreement. As of the date of this
Annual Report, there are 7,664,302 Class A ordinary shares outstanding.

 On January 27, 2025, the Company held an extraordinary general meeting
of shareholders (the "2025 Shareholder Meeting") (A) to amend, by way of special resolution, the Company's amended
and restated memorandum and articles of association (the "2025 Articles Amendment") to extend the date by which the Company
has to consummate a business combination from January 29, 2025 (the "2025 Termination Date") to February 28, 2025 and to
allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a business combination on
a monthly basis for up to eleven times by an additional one month each time after the 2025 Articles Extension Date, by resolution of
the Company's board of directors, if requested by Constellation Sponsor LP, a Delaware limited partnership (the "Sponsor"),
and upon five days' advance notice prior to the applicable Termination Date, until January 29, 2026, or a total of up to twelve
months after the Original Termination Date, unless the closing of a business combination shall have occurred prior thereto (the "2025
Extension Amendment Proposal"); (B) to amend, by way of special resolution, the Company's Memorandum and Articles of Association
to permit for the issuance of Class A ordinary shares to holders of the Company's Class B ordinary shares, upon the exercise
of the right of a holder of the Class B ordinary shares to convert such holder's Class B ordinary shares into Class A
ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial business combination at the
election of the holder (the "Founder Share Amendment," and such proposal the "Founder Share Amendment Proposal").The
shareholders of the Company approved the 2025 Extension Amendment Proposal and the Founder Share Amendment Proposal at the 2025 Shareholder
Meeting and on January 28, 2025, the Company filed the 2025 Articles Amendment with the Registrar of Companies of the Cayman Islands.

 In connection with the vote to approve the 2025 Extension Amendment
Proposal and the Founder Share Amendment Proposal, the holders of 2,303,382 Class A ordinary shares properly exercised their right to
redeem their shares for cash at a redemption price of approximately $11.91 per share, for an aggregate redemption amount of approximately
$27,428,399. After the satisfaction of such redemptions and receipt of the initial deposit of $5,000 to the Trust Account, the balance
in the Trust Account was approximately $778,970.65 and there are 7,664,302 Class A ordinary shares outstanding, of which 64,302 Class
A ordinary shares are held by the Company's public shareholders.

 Business Combination

 Our amended and restated memorandum and articles of association require
that our Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80%
of the net assets held in the Trust Account (net of amounts disbursed to management for working capital purposes, if permitted, and excluding
the amount of any deferred underwriting discount). We refer to this as the 80% net assets test. If our board is not able to independently
determine the fair market value of the target business or businesses or we are considering a Business Combination with an affiliated
entity, we will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm with respect
to the satisfaction of such criteria. Our shareholders may not be provided with a copy of such opinion nor will they be able to rely
on such opinion.

 While we consider it unlikely that our board will not be able to make
an independent determination of the fair market value of a target business or businesses, our board may be unable to do so if our board
is less familiar or experienced with the target company's business, there is a significant amount of uncertainty as to the value
of the company's assets or prospects, including if such company is at an early stage of development, operations or growth, or if
the anticipated transaction involves a complex financial analysis or other specialized skills and the board determines that outside expertise
would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value
of the target business meets the 80% of net assets test, unless such opinion includes material information regarding the valuation of
a target business or the consideration to be provided, it is not anticipated that copies of such opinion would be distributed to our
shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and file with the U.S. Securities
and Exchange Commission (the "SEC") in connection with a proposed transaction will include such opinion.

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

 We are not prohibited from pursuing a Business Combination or subsequent
transaction with a company that is affiliated with our Sponsor or any member of our team. In the event we seek to complete our Business
Combination with a company that is affiliated with our Sponsor or any of our founders, officers or directors, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm that such
Business Combination or transaction is fair to our company from a financial point of view.

 Members of our board directly or indirectly own founder shares and
private placement warrants following the IPO and, accordingly, may have a conflict of interest in determining whether a particular target
business is an appropriate business with which to effectuate our 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 or directors were to be included by a target business as a condition to any agreement with respect to our Business Combination.

 In addition, certain of our founders, officers and directors presently
have, and any of them in the future may have additional, fiduciary and contractual duties to other entities, including without limitation,
investment funds, accounts and co-investment vehicles. Accordingly, subject to their fiduciary duties under Cayman Islands law, if any
of our officers or directors becomes aware of an acquisition opportunity which is suitable for an entity to which they have then current
fiduciary or contractual obligations, they will need to honor their fiduciary or contractual obligations to present such acquisition
opportunity to such entity, and only present it to us if such entity rejects the opportunity. Our amended and restated memorandum and
articles of association provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an
officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly
in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being
offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity for any director or
officer, on the one hand, and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our
officers or directors will materially affect our ability to complete our Business Combination.

 In addition, our founders, officers and directors, are not required
to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time
among various business activities, including identifying potential Business Combinations and monitoring the related due diligence. Moreover,
our founders, officers and directors have, and will have in the future, time and attention requirements for current and future investment
funds, accounts and co-investment vehicles.

 Corporate Information

 Our executive offices are located at 200 Park Avenue, 32 nd
 Floor New York, NY, 10166. Our website is www.constellationacquisition.com. Our website and the information contained on,
or that can be accessed through, the website is not deemed to be incorporated by reference in, and is not considered part of, this proxy
statement/prospectus or the registration statement of which this proxy statement/prospectus is a part.

 We are a Cayman Islands exempted company. Exempted companies are Cayman
Islands companies conducting business mainly outside the Cayman Islands and, as such, are exempted from complying with certain provisions
of the Companies Act. As an exempted company, we have applied for and received a tax exemption undertaking from the Cayman Islands government
that, in accordance with Section 6 of the Tax Concessions Act (2018 Revision) of the Cayman Islands, for a period of 20 years from the
date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations
will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is
in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or
(ii) by way of the withholding in whole or in part of a payment of dividend or other distribution of income or capital by us to our shareholders
or a payment of principal or interest or other sums due under a debenture or other obligation of us.

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

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

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

 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 the most recently completed fiscal
year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June 30.
To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with
other public companies difficult or impossible.

 Effecting Our Business Combination

 General

 We intend to effectuate our Business Combination using cash from the
proceeds of the IPO, the sale of the private placements warrants, our equity, debt or a combination of these as the consideration to
be paid in our Business Combination. We may seek to complete our 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 Business Combination is paid for using equity or debt, or not
all of the funds released from the Trust Account are used for payment of the consideration in connection with our Business Combination
or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash released to us from the Trust Account for
general corporate purposes, including for maintenance or expansion of operations of the post-Business Combination company, the payment
of principal or interest due on indebtedness incurred in completing our Business Combination, to fund the purchase of other companies
or for working capital.

 We have not selected any Business Combination target.

 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 Business Combination.

 Although our team will assess the risks inherent in a particular target
business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target
business may encounter.

 Furthermore, some of those risks may be outside of our control, meaning
that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.

 We may need to obtain additional financing to complete our Business
Combination, either because the transaction requires more cash than is available from the proceeds held in our Trust Account, or because
we become obligated to redeem a significant number of our public shares upon completion of the Business Combination, in which case we
may issue additional securities or incur debt in connection with such Business Combination. There are no prohibitions on our ability
to issue securities or incur debt in connection with our Business Combination.

 On January 27, 2023, we held the 2023 Shareholder Meeting to, in part,
amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate a Business Combination.
In connection with that vote, the holders of 26,506,157 Class A ordinary shares properly exercised their right to redeem their shares
for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of approximately $269,485,746. After the
satisfaction of such redemptions, the balance in our Trust Account was approximately $46,138,503. On January 29, 2024, we held the 2024
Shareholder Meeting to, in part, amend our amended and restated memorandum and articles of association to extend the date by which we
have to consummate a Business Combination. In connection with that vote, the holders of 2,126,159 Class A ordinary shares properly exercised
their right to redeem their shares for an aggregate price of approximately $11.13 per share, for an aggregate redemption amount of approximately
$23,671,533. After the satisfaction of such redemptions, the balance in our Trust Account was approximately $26,415,545. On January 27,
2025, we held the 2025 Shareholder Meeting to, in part, amend our amended and restated memorandum and articles of association to extend
the date by which we have to consummate a Business Combination. In connection with that vote, the holders of 2,303,382 Class A ordinary
shares properly exercised their right to redeem their shares for an aggregate price of approximately $11.91 per share, for an aggregate
redemption amount of approximately $27,428,399. After the satisfaction of such redemptions, the balance in our Trust Account was approximately
$778,970.65. On January 30, 2024, the Sponsor converted an aggregate of 7,600,000 Class B ordinary shares into Public Shares on a one-for-one
basis. The Sponsor waived any right to receive funds from the Company's Trust Account with respect to the Public Shares received
upon such conversion and acknowledged that such shares will be subject to all of the restrictions applicable to the original Class B ordinary
shares under the terms of the letter agreement. As of the date of this Annual Report, there are 7,664,302 Class A ordinary shares outstanding.

 We are not currently a party to any arrangement or understanding with
any third-party with respect to raising any additional funds through the sale of securities, the incurrence of debt or otherwise.

 Sources of Target Businesses

 Our process of identifying acquisition targets will leverage our team's
unique industry experiences, proven deal sourcing capabilities and broad and deep network of relationships in numerous industries, including
executives and management teams, private equity groups and other institutional investors, large business enterprises, lenders, investment
bankers and other investment market participants, restructuring advisers, consultants, attorneys and accountants, which we believe should
provide us with a number of Business Combination opportunities. We expect that the collective experience, capability and network of our
founders, directors and officers, combined with their individual and collective reputations in the investment community, will help to
create prospective Business Combination opportunities.

 In addition, we anticipate that target business candidates may be
brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. Target businesses
may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings. These sources
may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many of these sources
will have read this Annual Report and know what types of businesses we are pursuing. Our officers and directors, as well as their affiliates,
may 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 may have, as well as attending trade shows or conventions.

 We may engage professional firms or other individuals that specialize
in business acquisitions, in which event we may pay a finder's fee, consulting fee or other compensation to be determined in an
arm's length negotiation based on the terms of the transaction. We will engage a finder only to the extent our team 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 team determines is in our best interest to pursue. Payment of a finder's fee is customarily
tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account. In no event,
however, will our Sponsor or any of our existing officers or directors, or any entity with which they are affiliated, be paid any finder's
fee, consulting fee or other compensation by the company prior to, or for any services they render in order to effectuate, the completion
of our Business Combination (regardless of the type of transaction that it is). None of our Sponsor, executive officers or directors,
or any of their respective affiliates, will be allowed to receive any compensation, finder's fees or consulting fees from a prospective
Business Combination target in connection with a contemplated acquisition of such target by us. We have agreed to pay our Sponsor a total
of up to $10,000 per month for office space, secretarial and administrative support and other obligations of our Sponsor and to reimburse
our Sponsor for any out-of-pocket expenses related to identifying, investigating and completing a Business Combination. Some of our officers
and directors may enter into employment or consulting agreements with the post-Business Combination company following our Business Combination.

 We are not prohibited from pursuing a Business Combination or subsequent
transaction with a company that is affiliated with our Sponsor or any member of our team. In the event we seek to complete our Business
Combination with a company that is affiliated with our Sponsor or any of our founders, officers or directors, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm that such
Business Combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion
in any other context.

 Each of our officers and directors presently has, and any of them
in the future may have additional, fiduciary or contractual obligations to other entities, including any future special purpose acquisition
companies we expect they may be involved in and entities that are affiliates of our Sponsor, pursuant to which such officer or director
is or will be required to present a Business Combination opportunity to such entity. Accordingly, if any of our officers or directors
becomes aware of a Business Combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or
contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity
to such entity, subject to their fiduciary duties under Cayman Islands law. All of our executive officers currently have certain relevant
fiduciary duties or contractual obligations that may take priority over their duties to us. In addition, we may pursue an acquisition
opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with
us in the target business at the time of our Business Combination, or we could raise additional proceeds to complete the acquisition
by issuing to such entity a class of equity or equity-linked securities. Our amended and restated memorandum and articles of association
provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any
duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar
business activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity
to participate in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand,
and us, on the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will
materially affect our ability to complete our Business Combination. See "Item 1. Business-Conflicts of Interest."

 Evaluation of a Target Business and Structuring of Our Business
Combination

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

 The time required to identify and evaluate a target business and to
structure and complete our 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 Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds
we can use to complete another Business Combination. The company will not pay any consulting fees to members of our team, or any of their
respective affiliates, for services rendered to or in connection with our Business Combination. In addition, we have agreed not to enter
into a definitive agreement regarding a Business Combination without the prior consent of our Sponsor.

 Lack of Business Diversification

 For an indefinite period of time after the completion of our 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
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 Business Combination;
 and

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

 Limited Ability to Evaluate the Target's Management
Team

 Although we intend to closely scrutinize the management of a prospective
target business when evaluating the desirability of effecting our 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 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 team will remain with the combined company will
be made at the time of our Business Combination. While it is possible that one or more of our directors will remain associated in some
capacity with us following our Business Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent
to our Business Combination. Moreover, we cannot assure you that members of our 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 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 Business
Combination

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

 The Companies Act and Cayman Islands law do not currently require,
and we are not aware of any other applicable law that will require, shareholder approval of our Business Combination.

 The decision as to whether we will seek shareholder approval of a
proposed Business Combination in those instances in which shareholder approval is not required by law will be made by us, solely in our
discretion, and will be based on business and legal reasons, which include a variety of factors, including, but not limited to:

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

 the expected cost of
 holding a shareholder vote;

 the risk that the shareholders
 would fail to approve the proposed Business Combination; other time and budget constraints
 of the company; and

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

 Permitted Purchase and Other Transactions with Respect
to Our Securities

 If we seek shareholder approval of our Business Combination and we
do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules, our Sponsor, directors, executive
officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market
either prior to or following the completion of our Business Combination. Additionally, at any time at or prior to our Business Combination,
subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, executive officers,
advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to acquire public
shares, vote their public shares in favor of our Business Combination or not redeem their public shares. However, they have no current
commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
None of the funds in the Trust Account will be used to purchase public shares or warrants in such transactions. If they engage in such
transactions, they will be restricted from making any such purchases when they are in possession of any material non-public information
not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act.

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

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

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

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

 Our Sponsor, officers, directors and/or their affiliates will be restricted
from making purchases of shares if the purchases would violate Section 9 (a)(2) or Rule 10b-5 of the Exchange Act. We expect any such
purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are
subject to such reporting requirements.

 Redemption Rights for Public Shareholders upon Completion
of Our Business Combination

 We will provide our public shareholders with the opportunity to redeem
all or a portion of their Class A ordinary shares upon the completion of our 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
Business Combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income
taxes, if any, divided by the number of the then-outstanding public shares, subject to the limitations described herein. The per share
amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions
we will pay to the underwriters. The redemption rights may include the requirement that a beneficial holder must identify itself in order
to validly redeem its shares.

 There will be no redemption rights upon the completion of our Business
Combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder
has properly elected to redeem its shares, if a Business Combination does not close.

 Our Sponsor and our team have entered into an agreement with us, pursuant
to which they agreed to waive their redemption rights with respect to their founder shares, private placement warrants and any public
shares purchased during or after IPO in connection with (i) the completion of our Business Combination and (ii) a shareholder vote to
approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing
of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our Business
Combination or to redeem 100% of our public shares if we do not complete our Business Combination within by the date by which we are
required to consummate a Business Combination pursuant to our amended and restated memorandum and articles of association, or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-Business Combination activity.

 Limitations on Redemptions

 OTCQX Best Market and OTCQB Venture Market rules require
that the Company cannot select any of its securities traded on OTCQX Best Market or OTCQB Venture Market for redemption other
than by lot or pro rata and the Company cannot set a redemption date earlier than fifteen days after the date a corporate action is taken
to authorize such redemption.

 On January 29, 2024, our shareholders removed, by way of special resolution,
from our amended and restated memorandum and articles of association the Redemption Limitation in order to allow us to redeem our public
shares irrespective of whether such redemption would exceed the Redemption Limitation.

 Manner of Conducting Redemptions

 We will provide our public shareholders with the opportunity to redeem
all or a portion of their Class A ordinary shares upon the completion of our Business Combination either (i) in connection with a general
meeting called to approve the Business Combination or (ii) by means of a tender offer.

 The decision as to whether we will seek shareholder approval of a
proposed Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety
of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval
under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign private issuer (which would require
a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically
require shareholder approval while direct mergers with our company and any transactions where we issue more than 20% of our issued and
outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require
shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is
not required by applicable law or stock exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC
for business or other reasons.

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

 If we held a shareholder vote to approve our Business Combination,
we will, pursuant to our amended and restated memorandum and articles of association:

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

 file proxy materials
 with the SEC.

 In the event that we seek shareholder approval of our 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 Business Combination.

 If we seek shareholder approval, we will complete our Business Combination
only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority
of the shareholders who attend and vote at a general meeting of the company. In such case, our Sponsor and each member of our team agreed
to vote their founder shares and public shares purchased during or after the IPO in favor of our Business Combination. As a result, in
addition to our initial shareholder's founder shares, we would need none of our currently outstanding public shares to be voted
in favor of a Business Combination in order to have our Business Combination approved. Each public shareholder may elect to redeem their
public shares irrespective of whether they vote for or against the proposed transaction or vote at all. In addition, our Sponsor and
our team have entered into an agreement with us, pursuant to which they agreed to waive their redemption rights with respect to their
founder shares and any public shares purchased during or after the IPO in connection with (i) the completion of our Business Combination
and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would
modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed
in connection with our Business Combination or to redeem 100% of our public shares if we do not complete our Business Combination by
the Termination Date, or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or
pre-Business Combination activity.

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

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

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

 Upon the public announcement of our Business Combination, we or our
Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market if
we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.

 In the event we conduct redemptions pursuant to the tender offer rules,
our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will
not be permitted to complete our 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 Business Combination.

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

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

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

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

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

 Given the relatively short period in which to exercise redemption
rights, it is advisable for shareholders to use electronic delivery of their public shares.

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

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

 Any request to redeem such shares, once made, may be withdrawn at
any time up to two business days prior to the initially scheduled vote on the proposal to approve the Business Combination, unless otherwise
agreed to by us.

 Furthermore, if a holder of a public share delivered its certificate
in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such
rights, such holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated
that the funds to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the
completion of our Business Combination.

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

 If our initial proposed Business Combination is not completed, we may
continue to try to complete a Business Combination with a different target by the Termination Date.

 Redemption of Public Shares and Liquidation If No Business
Combination

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

 Our Sponsor and each member of our team have entered into an agreement
with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the Trust Account with respect to
any founder shares they hold if we fail to consummate a Business Combination by the Termination Date (although they will be entitled to
liquidating distributions from the Trust Account with respect to any public shares they hold if we fail to complete our Business Combination
by the Termination Date).

 Our Sponsor, executive officers, directors and director nominees have
agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right
to have their shares redeemed in connection with our Business Combination or to redeem 100% of our public shares if we do not complete
our Business Combination by the Termination Date, or (B) with respect to any other provision relating to the rights of holders of our
Class A ordinary shares or pre-Business Combination activity, unless we provide our public shareholders with the opportunity to redeem
their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our income
taxes, if any, divided by the number of the 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 $1,000,000 of proceeds
held outside the Trust Account, although we cannot assure you that there will be sufficient funds for such purpose.

 If we were to expend all of the net proceeds of the IPO and the sale
of the private placement warrants, other than the proceeds deposited in the Trust Account, and without taking into account interest, if
any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution would be $10.00. The proceeds
deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the
claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not
be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide
for all creditors' claims.

 Although we will seek to have all vendors, service providers (excluding
our independent registered public accounting firm), prospective target businesses and other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit
of our public shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that
they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of fiduciary
responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain
an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to
execute an agreement waiving such claims to the monies held in the Trust Account, our team will perform an analysis of the alternatives
available to it and will only enter into an agreement with a third party that has not executed a waiver if our team believes that such
third party's engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where
we may engage a third-party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise
or skills are believed by our team to be significantly superior to those of other consultants that would agree to execute a waiver or
in cases where our team is unable to find a service provider willing to execute a waiver. The underwriters 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 vendor for services rendered or products sold to us, or a
prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the Trust Account
to below the lesser of (i) $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 public share due to reductions in the value of the trust assets, in each
case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any claims by
a third-party or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account nor will
it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the
Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor will not be responsible
to the extent of any liability for such third-party claims. 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. Our Sponsor may not be able to satisfy those obligations. None of
our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective
target businesses.

 In the event that the proceeds in the Trust Account are reduced below
the lesser of (i) $10.00 per public share and the actual amount per public share held in the Trust Account as of the date of the liquidation
of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the
interest that may be withdrawn to pay our tax obligations, and our Sponsor asserts that it is unable to satisfy its indemnification obligations
or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take
legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you
that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.

 We will seek to reduce the possibility that our Sponsor will have to
indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (excluding our independent
registered public accounting firm), 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 IPO against certain liabilities, including liabilities under the Securities
Act. We will have access to up to $1,000,000 from the proceeds of the IPO and the sale of the private placement warrants 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; however such liability
will not be greater than the amount of funds from our Trust Account received by any such shareholder. In the event that our offering expenses
exceed our estimate of $1,000,000, we may fund such excess with funds from the funds not to be held in the Trust Account. In such case,
the amount of funds we intend to be held outside the Trust Account would decrease by a corresponding amount. Conversely, in the event
that the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to be held outside the Trust Account
would increase by a corresponding amount.

 If we file a bankruptcy or 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 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 laws as either a "preferential transfer" or a "fraudulent conveyance."

 As a result, a bankruptcy or insolvency court could seek to recover
some or all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty
to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying
public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought
against us for these reasons.

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

 Conflicts of Interest

 Any of our officers and directors may have additional fiduciary or
contractual obligations to another entity pursuant to which such officer or director is or will be required to present a Business Combination
opportunity to such entity.

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

 Facilities

 We currently maintain our executive offices at 200 Park Avenue, 32 nd
Floor New York, NY, 10166. The cost for our use of this space is included in the fee of up to $10,000 per month fee that we pay to our
Sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

 Employees

 We currently have four executive officers. These individuals are not
obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary
to our affairs until we have completed our Business Combination. The amount of time they will devote in any time period will vary based
on whether a target business has been selected for our 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 Business Combination.

 Item 1A. Risk Factors

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

 Risks Relating to Liquidity and Going Concern

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

 As of December 31, 2024, the Company had $5,303 in its operating bank
account, and a working capital deficit of $5,573,504.

 The Company is within 12 months of its mandatory liquidation as of
the time of filing. 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,"
the liquidity condition and mandatory liquidation raise substantial doubt about the Company's ability to continue as a going concern
until the earlier of the consummation of the Business Combination or the Termination Date.

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

 As such, management plans to consummate a Business Combination prior
to the mandatory liquidation date. Further, we have incurred and expect to continue to incur significant costs in pursuit of our finance
and acquisition plans. If the Company's estimates 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, the Company may have insufficient funds available
to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete
a Business Combination or because it becomes obligated to redeem a significant number of its public shares upon completion of a Business
Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. If
we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity. We cannot provide any
assurance that new financing will be available to us on commercially acceptable terms, if at all. Further, our plans to raise capital
and to consummate our Business Combination may not be successful. These factors, among others, raise substantial doubt about our ability
to continue as a going concern through our liquidation date.

 Risks Relating to Searching for and Consummating a Business Combination

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

 We may not hold a shareholder vote to approve our Business Combination
unless the Business Combination would require shareholder approval under applicable Cayman Islands law or stock exchange listing requirements
or if we decide to hold a shareholder vote for business or other reasons. Except as required by applicable law or stock exchange rules,
the decision as to whether we will seek shareholder approval of a proposed Business Combination or will allow shareholders to sell their
shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors, such as the timing
of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Accordingly, we may
consummate our Business Combination even if holders of a majority of the outstanding ordinary shares do not approve of the Business Combination
we consummate. Please see the section entitled "Business-Shareholders May Not Have the Ability to Approve Our Business Combination"
for additional information.

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

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

 If we seek shareholder approval of our Business Combination,
our Sponsor and members of our team have agreed to vote in favor of such Business Combination, regardless of how our public shareholders
vote.

 Our Sponsor owned, on an as-converted basis, 20% of our issued and
outstanding ordinary shares immediately following the completion of our initial public offering. On January 27, 2025, we held the 2025
Shareholder Meeting to, in part, amend our amended and restated memorandum and articles of association to extend the date by which we
have to consummate a Business Combination. In connection with that vote, the holders of 2,303,382 Class A ordinary shares of the Company
properly exercised their right to redeem their shares. Accordingly, our initial shareholders currently own, on an as-converted basis,
approximately 99.16% of our outstanding ordinary shares. Our Sponsor and members of our team also may from time-to-time purchase Class
A ordinary shares prior to the completion of our Business Combination. Our amended and restated memorandum and articles of association
provides that, if we seek shareholder approval, we will complete our Business Combination only if we receive approval pursuant to an ordinary
resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general
meeting of the company.

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

 We may seek to enter into a Business Combination transaction agreement
with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many
public shareholders exercise their redemption rights, we would not be able to meet such closing condition and, as a result, would not
be able to proceed with the Business Combination. Consequently, if accepting all properly submitted redemption requests would cause our
net tangible assets to be less than such amount necessary to satisfy a closing condition as described above, we would not proceed with
such redemption and the related Business Combination and may instead search for an alternate Business Combination. Prospective targets
will be aware of these risks and, thus, may be reluctant to enter into a Business Combination transaction with us.

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

 At the time we enter into an agreement for our Business Combination,
we will not know how many shareholders may exercise their redemption rights, and therefore will need to structure the transaction based
on our expectations as to the number of shares that will be submitted for redemption.

 If a large number of shares are submitted for redemption, we may need
to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for additional third-party financing.
Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable
levels. The above considerations may limit our ability to complete the most desirable Business Combination available to us or optimize
our capital structure. The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares
that are redeemed in connection with a Business Combination. The per-share amount we will distribute to shareholders who properly exercise
their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust
will continue to reflect our obligation to pay the entire deferred underwriting commissions.

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

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

 The requirement that we consummate a Business Combination
by the Termination Date, may give potential target businesses leverage over us in negotiating a Business Combination and may limit the
time we have in which to conduct due diligence on potential Business Combination targets, in particular as we approach our dissolution
deadline, which could undermine our ability to complete our Business Combination on terms that would produce value for our shareholders.

 Any potential target business with which we enter into negotiations
concerning a Business Combination will be aware that we must consummate a Business Combination by the Termination Date.

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

 We depend on a variety of U.S. and multi-national financial
institutions to provide us with banking services. The default or failure of one or more of the financial institutions that we rely on
may adversely affect our business and financial condition.

 We maintain the majority of our cash and cash equivalents in accounts
with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions exceed insured limits. Market
conditions can impact the viability of these institutions. In the event of the failure of any of the financial institutions where we maintain
our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all.
Any inability to access or delay in accessing these funds could adversely affect our liquidity, business and financial condition.

 Our search for a Business Combination, and any target business
with which we may ultimately consummate a Business Combination, may be materially adversely affected by the geopolitical tensions, including
the conflicts between Russia-Ukraine, Israel-Hamas, rising tensions between China and Taiwan,and subsequent sanctions against individuals
and entities and the status of debt and equity markets, as well as protectionist legislation in our target markets.

 U.S. and global markets have experienced, and may continue to experience,
volatility and disruption resulting from geopolitical tensions, including the conflicts between Russia-Ukraine, Israel-Hamas, and rising
China-Taiwan tensions. In response to the invasion of Ukraine by Russia, the United States, the United Kingdom, the European Union and
other countries announced, and may continue to announce, 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 during the ongoing military conflict, increasing geopolitical tensions with Russia. Increasing geopolitical
tensions have created global security concerns that could have a lasting impact on regional and global economies. Although the length
and impact of the ongoing military conflict in Ukraine, the conflict between Israel and Hamas and growing tensions between China and Taiwan
are highly unpredictable, the conflicts could lead to market disruptions, including significant volatility in energy and other commodity
prices, credit and capital markets, as well as supply chain interruptions. Additionally, military actions and the 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 abovementioned factors, or any other negative impact on
the global economy, capital markets or other geopolitical conditions could adversely affect our search for a Business Combination and
any target business with which we may ultimately consummate a Business Combination. Any such disruptions may also have the effect of heightening
many of the other risks described elsewhere in this Report. If these disruptions or other matters of global concern continue for an extensive
period of time, our ability to consummate a Business Combination, or the operations of a target business with which we may ultimately
consummate a Business Combination, may be materially adversely affected.

 In addition, increasing geopolitical tensions could result in increased
cyber-attacks against U.S. companies.

 Economic recessions or downturns could impair our ability to
attract a target company and complete our initial business combination.

 The current
macroeconomic environment is characterized by labor shortages, strikes, work stoppages, labor disputes, supply chain disruptions and accidents,
changing interest rates, persistent inflation, foreign currency exchange volatility, volatility in global capital markets and concerns
over actual and potential tariffs and sanctions, inflation and persistent recession risk. The risks associated with our ability to attached
a target company for completing an initial Business Combination is more severe during periods of economic slowdown or recession.

 Changes to United States tariff and import/export regulations
may have a negative effect on potential target companies and, in turn, harm us.

 The United States has recently enacted and proposed to enact significant
new tariffs. Additionally, President Trump has directed various federal agencies to further evaluate key aspects of U.S. trade policy
and there has been ongoing discussion and commentary regarding potential significant changes to U.S. trade policies, treaties and tariffs.
There continues to exist significant uncertainty about the future relationship between the U.S. and other countries with respect to such
trade policies, treaties and tariffs. These developments, or the perception that any of them could occur, may have a material adverse
effect on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in
particular, trade between the impacted nations and the U.S. Any of these factors could depress economic activity and restrict potential
target companies' access to suppliers or customers and have a material adverse effect on their business, financial condition and results
of operations, which in turn would negatively impact our possibility of closing an initial Business Combination.

 We may not be able to consummate a Business Combination
by the Termination Date, in which case we would cease all operations except for the purpose of winding up and we would redeem our public
shares and liquidate.

 We may not be able to find a suitable target business and consummate
a Business Combination by the Termination Date after the closing of the IPO. Our ability to complete our Business Combination may be negatively
impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein. For example, the
long-term effects of the COVID-19 pandemic, new variants or any future pandemics or epidemics could limit our ability to complete our
Business Combination, including as a result of increased market volatility, decreased market liquidity and third-party financing being
unavailable on terms acceptable to us or at all. Additionally, the long-term effects of the COVID-19 pandemic, new variants or any future
pandemic or epidemic may negatively impact businesses we may seek to acquire. Further, financial markets may be adversely affected by
current or anticipated military conflicts (including the military conflicts between Russia and Ukraine, Israel and Hamas, and rising tensions
between China and Taiwan, see " - Our search for a Business Combination, and any target business with which we may ultimately
consummate a Business Combination, may be materially adversely affected by the geopolitical tensions, including the conflicts between
Russia-Ukraine, Israel-Hamas, rising tensions between China and Taiwan,and subsequent sanctions against individuals and entities and the
status of debt and equity markets, as well as protectionist legislation in our target markets."), terrorism, sanctions or other
geopolitical events.

 If we have not consummated a Business Combination within such applicable
time period, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more
than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to
pay our income taxes, if any (less taxes payable), divided by the number of the then-outstanding public shares, which redemption will
completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions,
if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders
and our board of directors, liquidate and dissolve, subject in each case to the Company's obligations under Cayman Islands law to
provide for claims of creditors and other requirements of other applicable law. Our amended and restated memorandum and articles of association
provides that, if we wind up for any other reason prior to the consummation of our Business Combination, we will follow the foregoing
procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days
thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive only $10.00 per public
share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will expire worthless. See "Item
1A. Risk Factors-If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption
amount received by shareholders may be less than $10.00 per public share" and other risk factors herein.

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

 If we seek shareholder approval of our Business Combination and we
do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules, our Sponsor, directors, executive
officers, advisors or their affiliates may purchase public shares or warrants in privately negotiated transactions or in the open market
either prior to or following the completion of our Business Combination, although they are under no obligation to do so. However, other
than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions and have not formulated
any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase public shares or warrants
in such transactions.

 In the event that our Sponsor, directors, executive officers, advisors
or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise
their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose
of any such transaction could be to (1) vote in favor of the Business Combination and thereby increase the likelihood of obtaining shareholder
approval of the Business Combination, (2) reduce the number of public warrants outstanding or vote such warrants on any matters submitted
to the warrant holders for approval in connection with our 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 Business Combination, where it
appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our Business
Combination that may not otherwise have been possible. In addition, if such purchases are made, the public "float" of our
Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which
may make it difficult to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange.

 Any such purchases will be reported pursuant to Section 13 and Section
16 of the Exchange Act to the extent such purchasers are subject to such reporting requirements. See "Business-Permitted Purchases
and Other Transactions with Respect to Our Securities" for a description of how our Sponsor, directors, executive officers, advisors
or their affiliates will select which shareholders to purchase securities from in any private transaction.

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

 We will comply with the proxy rules or tender offer rules, as applicable,
when conducting redemptions in connection with our Business Combination. Despite our compliance with these rules, if a shareholder fails
to receive our proxy solicitation or tender offer materials, as applicable, such shareholder may not become aware of the opportunity to
redeem its shares. In addition, the proxy solicitation or tender offer materials, as applicable, that we will furnish to holders of our
public shares in connection with our Business Combination will describe the various procedures that must be complied with in order to
validly redeem or tender public shares. In the event that a shareholder fails to comply with these procedures, its shares may not be redeemed.
See "Item 1. Business-Shareholders May Not Have the Ability to Approve Our Business Combination-Tendering Share Certificates in
Connection with a Tender Offer or Redemption Rights."

 If we do not consummate a Business Combination by the Termination
Date, our public shareholders may be forced to wait beyond the Termination Date before redemption from our Trust Account.

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

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

 We may pursue Business Combination opportunities in any sector, except
that we will not, under our amended and restated memorandum and articles of association, be permitted to effectuate our Business Combination
solely with another blank check company or similar company with nominal operations. Because we have not yet selected or approached any
specific target business with respect to a Business Combination, there is no basis to evaluate the possible merits or risks of any particular
target business's operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete
our Business Combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example,
if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected
by the risks inherent in the business and operations of a financially unstable or a development stage entity.

 Although our officers and directors will endeavor to evaluate the risks
inherent in a particular target business, we may not properly ascertain or assess all of the significant risk factors or that we will
have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability
to control or reduce the chances that those risks will adversely impact a target business. An investment in our units may not ultimately
prove to be more favorable to investors than a direct investment, if such opportunity were available, in a Business Combination target.
Accordingly, any holders who choose to retain their securities following our Business Combination could suffer a reduction in the value
of their securities. Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim
that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they
are able to successfully bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable,
relating to the Business Combination contained an actionable material misstatement or material omission.

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

 We will consider a Business Combination outside of our founders'
area of expertise if a Business Combination target is presented to us and we determine that such candidate offers an attractive acquisition
opportunity for our company. Although our team will endeavor to evaluate the risks inherent in any particular Business Combination target,
we may not adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units
will not ultimately prove to be less favorable to investors in the IPO than a direct investment, if an opportunity were available, in
a Business Combination target. In the event we elect to pursue an acquisition outside of the areas of our founders' expertise, our
founders' expertise may not be directly applicable to its evaluation or operation, and the information contained in this Annual
Report regarding the areas of our founders' expertise would not be relevant to an understanding of the business that we elect to
acquire. As a result, our team may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any
holders who choose to retain their securities following our Business Combination could suffer a reduction in the value of their securities.
Such holders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was
due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully
bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the Business
Combination contained an actionable material misstatement or material omission.

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

 Although we have identified general criteria for evaluating prospective
target businesses, it is possible that a target business with which we enter into our Business Combination will not have all of these
positive attributes. If we complete our Business Combination with a target that does not meet some or all of these criteria, such combination
may not be as successful as a combination with a business that does meet all of our general criteria. In addition, if we announce a prospective
Business Combination with a target that does not meet our general criteria, a greater number of shareholders may exercise their redemption
rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net
worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or stock exchange
rule, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult for us to attain shareholder
approval of our Business Combination if the target business does not meet our general criteria. If we do not complete our Business Combination
within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances,
on the liquidation of our Trust Account and our warrants will expire worthless.

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

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

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

 As of December 31, 2024, we had approximately $28,120,285 available
in the Trust Account to consummate a Business Combination.

 We may effectuate our Business Combination with a single target business
or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our Business
Combination with more than one target business because of various factors, including the existence of complex accounting issues and the
requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition
of several target businesses as if they had been operated on a combined basis. By completing our Business Combination with only a single
entity, our lack of diversification may subject us to numerous economic, competitive and regulatory developments. Further, we would not
be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which
may have the resources to complete several Business Combinations in different industries or different areas of a single industry. Accordingly,
the prospects for our success may be:

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

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

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

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

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

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

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

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

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

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

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

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

 Recent increases in inflation in the United States and
elsewhere could make it more difficult for us to consummate a Business Combination.

 Recent increases in inflation in the United States and elsewhere may
be leading to increased price volatility for publicly traded securities, including ours, and may lead to other national, regional and
international economic disruptions, any of which could make it more difficult for us to consummate a Business Combination.

 Risks Relating to Our Securities

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

 We were formed on November 20, 2020 under the laws of the Cayman Islands
and have no operating history. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our
business objective of completing our initial business combination with one or more target businesses. We have no plans, arrangements or
understandings with any prospective target business concerning a business combination and may be unable to complete our initial business
combination. If we fail to complete our initial business combination, we will never generate any operating revenues.

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

 Our public shareholders will be entitled to receive funds from the
Trust Account only upon the earlier to occur of: (i) our completion of a Business Combination, and then only in connection with those
Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption
of any public shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles
of association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to
have their shares redeemed in connection with our Business Combination or to redeem 100% of our public shares if we do not complete our
Business Combination by the Termination Date, or (B) with respect to any other provision relating to the rights of holders of our Class
A ordinary shares or pre-Business Combination activity, and (iii) the redemption of our public shares if we have not consummated an initial
business by the Termination Date. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described
in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of a Business
Combination or liquidation if we have not consummated a Business Combination by the Termination Date, with respect to such Class A ordinary
shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. Holders
of warrants will not have any right to the proceeds held in the Trust Account with respect to the warrants. Accordingly, to liquidate
your investment, you may be forced to sell your public shares or warrants, potentially at a loss.

 Our decision to voluntarily delist from the New York Stock
Exchange and list on the OTC, who may delist our securities from trading on its exchange, which could limit investors' ability to
make transactions in our securities and subject us to additional trading restrictions and effect our ability to consummate a Business
Combination.

 On December 20, 2023, the Company announced its intention to voluntarily
delist its Class A ordinary shares, warrants and units from The New York Stock Exchange and its intention to make an application to have
its Class A ordinary shares, warrants and units quoted on the OTC. On January 16, 2024, the Company began trading its Class A ordinary
shares and units on the OTCQX Best Market under the symbols "CSTAF" and
"CSTUF," respectively, and its warrants on the OTCQB Venture Market under
the symbol "CSTWF."

 Although our Class A ordinary shares, warrants and units are quoted
on the OTC, there is a very limited trading market for our Class A ordinary shares, warrants and units, which limits your ability to resell
shares of our securities. The OTC quotation platform is an inter-dealer market that is less regulated than the major securities markets.
There can be no assurances that an active trading market for our securities will develop or be sustained. Accordingly, there can be no
assurance as to the ability of holders of s our securities to sell their securities or the prices at which holders may be able to sell
their securities.

 Although we expect to continue to meet the minimum initial listing
standards of OTCQX Best Market and OTCQB
Venture Market, our securities may not be, or may not continue to be, listed on the OTC in the future or prior to the completion of our
Business Combination. In order to continue listing our securities on the OTC prior to the completion of our Business Combination, we must
maintain certain financial, distribution and share price levels. Additionally, our units will not be traded after completion of our Business
Combination and, in connection with our Business Combination, we will be required to demonstrate compliance with the OTC's initial
listing requirements, which are more rigorous than the OTC's continued listing requirements, in order to continue to maintain the
listing of our securities on the OTC. We may not be able to meet those initial listing requirements at that time.

 Since we voluntarily delisted our securities from the NYSE and are
now trading on OTC, we could face significant material adverse consequences, including:

 a limited availability of market quotations for our securities; reduced liquidity for our securities;

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

 a limited amount of news and analyst coverage; and

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

 The National Securities Markets Improvement Act of 1996, which is a
federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as "covered
securities." Because our units, Class A ordinary shares and warrants are listed on the OTC, our units, our securities may not qualify
as covered securities under the statute and we may be subject to regulation in each state in which we offer our securities. Although the
states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies
if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered
securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities
issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies unfavorably
and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states.

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

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

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

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

 Because of our limited resources and the significant competition
for Business Combination opportunities, it may be more difficult for us to complete our Business Combination. If we do not complete our
Business Combination within the required time period, our public shareholders may receive only approximately $10.00 per public share,
or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

 We expect to encounter intense competition from other entities having
a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check
companies and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals
and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of
companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other
resources or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with those
of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds
of the IPO and the sale of the private placement warrants, our ability to compete with respect to the acquisition of certain target businesses
that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage
in pursuing the acquisition of certain target businesses. Furthermore, we are obligated to offer holders of our public shares the right
to redeem their shares for cash at the time of our Business Combination in conjunction with a shareholder vote or via a tender offer.
Target companies will be aware that this may reduce the resources available to us for our Business Combination. Any of these obligations
may place us at a competitive disadvantage in successfully negotiating a Business Combination. If we have not consummated our Business
Combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in
certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless. See "-If third parties bring
claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders
may be less than $10.00 per public share" and other risk factors herein.

 If the net proceeds of the IPO and the sale of the private
placement warrants not being held in the Trust Account are insufficient to allow us to operate until the Termination Date, it could limit
the amount available to fund our search for a target business or businesses and complete our Business Combination, and we will depend
on loans from our Sponsor or team to fund our search and to complete our Business Combination.

 Of the net proceeds of the IPO and the sale of the private placement
warrants, only $1,000,000 will be available to us initially outside the Trust Account to fund our working capital requirements. We believe
that, since the closing of the IPO, the funds available to us outside of the Trust Account, together with funds available from loans from
our Sponsor, members of our team or any of their affiliates will be sufficient to allow us to operate until at least the Termination Date;
however, our estimate may not be accurate, and our Sponsor, members of our team or any of their affiliates are under no obligation to
advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us to pay
fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or
to fund a "no-shop" provision (a provision in letters of intent designed to keep target businesses from "shopping"
around for transactions with other companies or investors on terms more favorable to such target businesses) with respect to a particular
proposed Business Combination, although we do not have any current intention to do so. If we entered into a letter of intent where we
paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result
of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a
target business.

 In the event that our offering expenses exceed our estimate of $1,000,000,
we may fund such excess with funds not to be held in the Trust Account. In such case, unless funded by the proceeds of loans available
from our Sponsor, members of our team or any of their affiliates, the amount of funds we intend to be held outside the Trust Account would
decrease by a corresponding amount.

 Conversely, in the event that the offering expenses are less than our
estimate of $1,000,000, the amount of funds we intend to be held outside the Trust Account would increase by a corresponding amount.

 The amount held in the Trust Account will not be impacted as a result
of such increase or decrease. If we are required to seek additional capital, we would need to borrow funds from our Sponsor, members of
our team or any of their affiliates or other third parties to operate or may be forced to liquidate.

 Neither our Sponsor, members of our team nor any of their affiliates
is under any obligation to advance funds to us in such circumstances. Any such advances may be repaid only from funds held outside the
Trust Account or from funds released to us upon completion of our Business Combination. Up to $1,500,000 of such loans may be convertible
into warrants of the post-Business Combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would
be identical to the private placement warrants. Prior to the completion of our Business Combination, we do not expect to seek loans from
parties other than our Sponsor, members of our team or any of their affiliates as we do not believe third parties will be willing to loan
such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. If we do not complete our Business
Combination within the required time period because we do not have sufficient funds available to us, we will be forced to cease operations
and liquidate the Trust Account. Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly
less, on our redemption of our public shares, and our warrants will expire worthless. See "-If third parties bring claims against
us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than
$10.00 per public share" and other risk factors herein.

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

 Even if we conduct due diligence on a target business with which we
combine, this diligence may not surface all material issues with a particular target business. In addition, factors outside of the target
business and outside of our control may later arise. As a result of these factors, we may be forced to later write-down or write-off assets,
restructure our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence
successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent
with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity,
the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In addition,
charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of assuming pre-existing
debt held by a target business or by virtue of our obtaining post-combination debt financing.

 Accordingly, any holders who choose to retain their securities following
the Business Combination could suffer a reduction in the value of their securities.

 Such holders are unlikely to have a remedy for such reduction in value
unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or
other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation
or tender offer materials, as applicable, relating to the Business Combination contained an actionable material misstatement or material
omission.

 If third parties bring claims against us, the proceeds
held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public
share.

 Our placing of funds in the Trust Account may not protect those funds
from third-party claims against us. Although we will seek to have all vendors, service providers (excluding our independent registered
public accounting firm), prospective target businesses and other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our public shareholders,
such parties may not execute such agreements, or even if they execute such agreements, they may not be prevented from bringing claims
against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims,
as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against
our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the
monies held in the Trust Account, our founders will perform an analysis of the alternatives available to it and will only enter into an
agreement with a third-party that has not executed a waiver if our team believes that such third-party's engagement would be significantly
more beneficial to us than any alternative.

 Examples of possible instances where we may engage a third-party that
refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by our
team to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where our team is unable
to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any
claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek
recourse against the Trust Account for any reason. Upon redemption of our public shares, if we have not consummated a Business Combination
by the Termination Date, or upon the exercise of a redemption right in connection with our Business Combination, we will be required to
provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption.
Accordingly, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially
held in the Trust Account, due to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit
to the registration statement of which this Annual Report forms a part, our Sponsor has agreed that it will be liable to us if and to
the extent any claims by a third-party (excluding our independent registered public accounting firm) for services rendered or products
sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in
the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the Trust Account as
of the date of the liquidation of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets,
in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any
claims by a third party or prospective target business who executed a waiver of any and all rights to seek access to the Trust Account
nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities
under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third-party, our Sponsor
will not be responsible to the extent of any liability for such third-party claims.

 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. Our Sponsor may not be able to satisfy those obligations. None of
our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective
target businesses.

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

 In the event that the proceeds in the Trust Account are reduced below
the lesser of (i) $10.00 per public share and (ii) the actual amount per share held in the Trust Account as of the date of the liquidation
of the Trust Account if less than $10.00 per public share due to reductions in the value of the trust assets, in each case net of the
interest that may be withdrawn to pay our tax obligations, and our Sponsor asserts that it is unable to satisfy its obligations or that
it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action
against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal
action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent directors
in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If our
independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for
distribution to our public shareholders may be reduced below $10.00 per public share.

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

 If, after we distribute the proceeds in the Trust Account to our public
shareholders, we file a bankruptcy or 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 laws
as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy or insolvency court
could seek to recover some or all amounts received by our shareholders. In addition, our board of directors may be viewed as having breached
its fiduciary duty to our creditors and/or having acted in bad faith, thereby exposing itself and us to claims of punitive damages, by
paying public shareholders from the Trust Account prior to addressing the claims of creditors.

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

 If, before distributing the proceeds in the Trust Account to our public
shareholders, we file a bankruptcy or 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 law, and may be included in our bankruptcy
estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims
deplete the Trust Account, the per-share amount that would otherwise be received by our shareholders in connection with our liquidation
may be reduced.

 We have not registered the Class A ordinary shares issuable
upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in
place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing
such warrants to expire worthless.

 We have not registered, and will not register, the Class A ordinary
shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms
of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 15 business days, after the closing
of our Business Combination to use our commercially reasonable efforts to file a registration statement under the Securities Act covering
such shares and to maintain the effectiveness of such registration statement and a current Annual Report on Form 10-K relating to the
Class A ordinary shares issuable upon exercise of the warrants until the expiration or redemption of the warrants in accordance with the
provisions of the warrant agreement. We may not able to do so if, for example, any facts or events arise which represent a fundamental
change in the information set forth in the registration statement or prospectus, the financial statements contained or incorporated by
reference therein are not current, complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants
are not registered under the Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However,
no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to
exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of
the state of the exercising holder, unless an exemption is available.

 Notwithstanding the above, if our Class A ordinary shares are at the
time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a "covered
security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who exercise their
warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect,
we will not be required to file or maintain in effect a registration statement, but we will use our reasonable best efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available. In no event will we be required to net
cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that we are unable to register
or qualify the shares underlying the warrants under the Securities Act or applicable state securities laws. If the issuance of the shares
upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant
will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired
their warrants as part of a purchase of units will have paid the full unit purchase price solely for the Class A ordinary shares included
in the units. There may be a circumstance where an exemption from registration exists for holders of our private placement warrants to
exercise their warrants while a corresponding exemption does not exist for holders of the warrants included as part of units sold in the
IPO. In such an instance, affiliates of our Sponsor and their transferees (which may include our team) would be able to exercise their
warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise their
warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right
even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

 Our ability to require holders of our warrants to exercise
such warrants on a cashless basis after we call the warrants for redemption or if there is no effective registration statement covering
the Class A ordinary shares issuable upon exercise of these warrants will cause holders to receive fewer Class A ordinary shares upon
their exercise of the warrants than they would have received had they been able to pay the exercise price of their warrants in cash.

 If we call the warrants for redemption for cash, we will have the option,
in our sole discretion, to require all holders that wish to exercise warrants to do so on a cashless basis. If we choose to require holders
to exercise their warrants on a cashless basis or if holders elect to do so when there is no effective registration statement, the number
of Class A ordinary shares received by a holder upon exercise will be fewer than it would have been had such holder exercised his or her
warrant for cash.

 For example, if the holder is exercising 875 public warrants at $11.50
per share through a cashless exercise when the Class A ordinary shares have a fair market value of $17.50 per share, then upon the cashless
exercise, the holder will receive 300 Class A ordinary shares. The holder would have received 875 Class A ordinary shares if the exercise
price was paid in cash. This will have the effect of reducing the potential "upside" of the holder's investment in our
company because the warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they
hold.

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

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

 We may issue additional Class A ordinary shares or preference
shares to complete our Business Combination or under an employee incentive plan after completion of our Business Combination. We may also
issue Class A ordinary shares upon the conversion of the founder shares at a ratio greater than one-to-one at the time of our Business
Combination as a result of the anti-dilution provisions contained in our amended and restated memorandum and articles of association.
Any such issuances would dilute the interest of our shareholders and likely present other risks.

 Our amended and restated memorandum and articles of association authorizes
the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary shares, par value
$0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. As of December 31, 2024, there were 190,032,316 and 19,850,000
authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount does not
take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B
ordinary shares, if any. The Class B ordinary shares are automatically convertible into Class A ordinary shares at the time of our Business
Combination as described herein and in our amended and restated memorandum and articles of association. Immediately after the IPO, there
were no preference shares issued and outstanding.

 We may issue a substantial number of additional Class A ordinary shares
or preference shares to complete our Business Combination or under an employee incentive plan after completion of our Business Combination.
We may also issue Class A ordinary shares upon conversion of the Class B ordinary shares at a ratio greater than one-to-one at the time
of our Business Combination as a result of the anti-dilution provisions as set forth herein. However, our amended and restated memorandum
and articles of association provides, among other things, that prior to the completion of our Business Combination, we may not issue additional
shares that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any Business Combination or
on any other proposal presented to shareholders prior to or in connection with the completion of a Business Combination. These provisions
of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles
of association, may be amended with a shareholder vote. The issuance of additional ordinary or preference shares:

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

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

 could cause a change in control if a substantial number of 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;

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

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

 Our initial shareholders may receive additional Class A
ordinary shares if we issue shares to consummate a Business Combination.

 The founder shares will automatically convert into Class A ordinary
shares on the first business day following the consummation of our Business Combination at a ratio such that the number of Class A ordinary
shares issuable upon conversion of all founder shares will equal, in the aggregate, on an as-converted basis, approximately 99.16% of
the sum of (i) the total number of ordinary shares issued and outstanding following the 2023 Shareholder Meeting, 2024 Shareholder Meeting
and 2025 Shareholder Meeting, plus (ii) the sum of 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 Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or
convertible into Class A ordinary shares issued, deemed issued, or to be issued, to any seller in the Business Combination and any private
placement warrants issued to our Sponsor, members of our team or any of their affiliates upon conversion of working capital loans. In
no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one to one.

 The grant of registration rights to our initial shareholders
may make it more difficult to complete our Business Combination, and the future exercise of such rights may adversely affect the market
price of our Class A ordinary shares.

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

 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 do not complete our Business Combination within the required time period, our public shareholders may receive only approximately $10.00
per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

 We anticipate that the investigation of each specific target business
and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial
management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific Business
Combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach
an agreement relating to a specific target business, we may fail to complete our Business Combination for any number of reasons including
those beyond our control. Any such event will result in a loss to us of the related costs incurred which could materially adversely affect
subsequent attempts to locate and acquire or merge with another business. If we do not complete our Business Combination within the required
time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the
liquidation of our Trust Account and our warrants will expire worthless.

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

 Although we have no commitments as of the date of this Annual Report
to issue any notes or other debt, or to otherwise incur debt following the IPO, we may choose to incur substantial debt to complete our
Business Combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender
a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt
will affect the per share amount available for redemption from the Trust Account.

 Nevertheless, the incurrence of debt could have a variety of negative
effects, including:

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

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

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

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

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

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

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

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

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

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

 We have the ability to redeem the outstanding warrants at any time
after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, if, among other things, the Reference Value
equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like).
If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the
underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants as described above could
force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so,
(ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal
redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the
Market Value (as defined below) of your warrants. None of the private placement warrants will be redeemable by us so long as they are
held by affiliates of our Sponsor or their permitted transferees.

 In addition, we have the ability to redeem the outstanding warrants
at any time after they become exercisable and prior to their expiration, at a price of $0.10 per warrant if, among other things, the Reference
Value equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, rights issuances, subdivisions, reorganizations,
recapitalizations and the like). In such a case, the holders will be able to exercise their warrants prior to redemption for a number
of shares of our Class A ordinary shares determined based on the redemption date and the fair market value of our Class A ordinary shares.
The value received upon exercise of the warrants (1) may be less than the value the holders would have received if they had exercised
their warrants at a later time where the underlying share price is higher and (2) may not compensate the holders for the value of the
warrants, including because the number of ordinary shares received is capped at 0.361 shares of our Class A ordinary shares per warrant
(subject to adjustment) irrespective of the remaining life of the warrants.

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

 We issued public warrants to purchase 10,333,333 of our Class A ordinary
shares as part of the units offered by the IPO and, simultaneously with the closing of the IPO, we issued in a private placement 5,466,667
private placement warrants at $1.50 per warrant. In addition, if the Sponsor makes any working capital loans, it may convert up to $1,500,000
of such loans into up to 1,000,000 private placement warrants, at the price of $1.50 per warrant. To the extent we issue ordinary shares
to effectuate a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon
exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will
increase the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete
the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost
of acquiring the target business.

 Our warrants are accounted for as liabilities and the changes
in value of our warrants could have a material effect on our financial results and thus may have an adverse effect on the market price
of our securities.

 On April 12, 2021, the staff of the SEC (the "SEC Staff")
issued a public statement entitled Staff Statement on Accounting and Reporting Considerations for warrants issued by special purpose acquisition
companies ("SPACs") (the "SEC Staff Statement"). In the SEC Staff Statement, the SEC Staff expressed its view
that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC's
balance sheet as opposed to equity. As a result of the SEC Staff Statement, we reevaluated the accounting treatment of our 31,000,000
public warrants and 5,466,667 private placement warrants, and determined to classify the warrants as derivative liabilities measured at
fair value, with changes in fair value each period reported in earnings.

 As a result, included on our condensed balance sheets as of December
31, 2024 and 2023 contained elsewhere in this Annual Report are derivative liabilities related to embedded features contained within our
warrants. ASC 815, Derivatives and Hedging, provides for the remeasurement of the fair value of such derivatives at each balance sheet
date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of
operations. As a result of the recurring fair value measurement, our financial statements and results of operations may fluctuate quarterly,
based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash
gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes
in fair value on earnings may have an adverse effect on the market price of our securities.

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

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

 Risks Relating to Regulatory Compliance Requirements

 If we are deemed to be an
investment company under the Investment Company Act, we may be required to instituteburdensome compliance requirements and our
activities may be restricted, which may make it difficult for us to complete our Business Combination.

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

 restrictions on the nature of our investments; and

 restrictions on the issuance of securities, each of which
may make it difficult for us to complete our Business Combination.

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

 registration as an investment company with the SEC;

 adoption of a specific form of corporate structure; and

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

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

 We do not believe that our anticipated principal activities will subject
us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be invested in United States "government
securities" within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money
market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.
government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets.
By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses
for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to
avoid being deemed an "investment company" within the meaning of the Investment Company Act. The IPO is not intended for persons
who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding
place for funds pending the earliest to occur of either: (i) the completion of our Business Combination; (ii) the redemption of any public
shares properly tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association
(A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares
redeemed in connection with our Business Combination or to redeem 100% of our public shares if we do not complete our Business Combination
by the Termination Date, (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-Business
Combination activity, and (iii) the redemption of our public shares if we have not consummated an initial business by the Termination
Date. If we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed
to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for
which we have not allotted funds and may hinder our ability to complete a Business Combination. If we do not complete our Business Combination
within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances,
on the liquidation of our Trust Account and our warrants will expire worthless.

 In the adopting release for the SPAC Rules (as defined below), the
SEC provided guidance that a SPAC's potential status as an "investment company" depends on a variety of factors, such
as a SPAC's duration, asset composition, business purpose and activities and "is a question of facts and circumstances"
requiring individualized analysis. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory
burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination.
Additionally, if we were deemed to be an investment company, and we are unable to modify our activities so that we would not be deemed
an investment company, we would either register as an investment company or abandon our efforts to complete an initial business combination
and instead liquidate the Trust Account. As a result, our public shareholders may only receive their pro rata portion of the funds in
the Trust Account that are available for distribution to public shareholders, would be unable to realize the potential benefits of an
initial business combination, including the possible appreciation of the combined company's securities and our warrants may expire
worthless.

 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 Business Combination,
and results of operations.

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

 On July 1, 2024, new rules for SPACs (the "SPAC Rules"),
issued by the SEC became effective. The SPAC Rules, among other items, impose additional disclosure requirements in business combination
transactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination
transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, including requiring
disclosure of all material bases of the projections and all material assumptions underlying the projections; increase the potential liability
of certain participants in proposed business combination transactions; and could impact the extent to which SPACs could become subject
to regulation under the Investment Company Act. The SPAC Rules may materially adversely affect our ability to negotiate and complete our
initial business combination and may increase the costs and time related thereto.

 The SEC also recently settled an enforcement action against two SPACs
and their sponsor for misleading claims in advance of a proposed business combination with the sponsor agreeing to pay a $6.75 million
civil penalty to settle such claims. In addition, litigation challenging completed and pending acquisitions by SPACs has increased, and
in such litigation, it is possible that sponsors and/or their director designees may be held liable either for breaches of fiduciary duties
owed to the SPAC's public stockholders or for certain actions or omissions by the SPAC, including the failure by the SPAC to comply
with applicable securities laws. Litigation has also arisen asserting that SPACs are violating federal securities laws by operating as
unregistered investment companies. Any liabilities arising from these developments could adversely impact our business as well as harm
our professional reputation.

 The SEC has recently adopted new rules to regulate special
purpose acquisition companies. Certain of the procedures that we, a potential Business Combination target, or others may determine to
undertake in connection with such rules may increase the Company's costs and the time needed to complete our Business Combination
and may constrain the circumstances under which we could complete a Business Combination.

 On January 24, 2024, the SEC adopted new rules (the "SPAC Rules"),
relating to disclosures in Business Combination transactions between SPACs, such as the Company, and private operating companies; the
condensed financial statement requirements applicable to transactions involving shell companies; the use of projections by SPACs in SEC
filings in connection with proposed Business Combination transactions; the potential liability of certain participants in proposed Business
Combination transactions; amend the definition of "blank check company" to make the safe harbor pursuant to the Private Securities
Litigation Reform Act of 1995 unavailable to SPACs, including with respect to projections of target companies; and the extent to which
SPACs could become subject to regulation under the Investment Company Act of 1940, as amended. Certain of the procedures that the Company,
a potential Business Combination target, or others may determine to undertake in connection with the SPAC Rules, or pursuant to the SEC's
views expressed in the SPAC Rules, may have a material adverse affect on our business, including our ability to complete, and the costs
associated with, a Business Combination, and results of operations.

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

 If we are forced to enter into an insolvent liquidation, any distributions
received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution
was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to
recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary
duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public
shareholders from the Trust Account prior to addressing the claims of creditors.

 Claims may be brought against us for these reasons. We and our directors
and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we
were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a
fine of $18,292.68 and imprisonment for five years in the Cayman Islands.

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

 Section 404 of the Sarbanes-Oxley Act requires that we evaluate and
report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2024. Only in
the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company, will
we be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial
reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome
on us as compared to other public companies because a target business with which we seek to complete our Business Combination may not
be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal
control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any
such acquisition.

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

 If we are a PFIC for any taxable year (or portion thereof) that is
included in the holding period of a U.S. investor holding our Class A ordinary shares or warrants, the U.S. investor may be subject to
adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC status for our current
and subsequent taxable years may depend on whether we qualify for an exception to PFIC status for certain newly formed companies (the
"start-up exception"). Depending on the particular circumstances the application of the start-up exception may be subject
to uncertainty, and there cannot be any assurance that we will qualify for the start-up exception. Accordingly, there can be no assurances
with respect to our status as a PFIC for our current taxable year or any subsequent taxable year (and, in the case of the start-up exception,
potentially not until after the two taxable years following our initial taxable year). Our actual PFIC status for any taxable year will
not be determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, we will endeavor
to provide to a U.S. investor such information as the Internal Revenue Service may require, including a PFIC Annual Information Statement,
in order to enable the U.S. investor to make and maintain a "qualified electing fund" election, which could mitigate certain
of the adverse U.S. federal income tax consequences of our PFIC status to U.S. investors, but there can be no assurance that we will timely
provide such information, and such election would be unavailable with respect to our warrants in all cases. We urge U.S. investors to
consult their tax advisers regarding the possible application of the PFIC rules.

 We may reincorporate in another jurisdiction in connection
with our Business Combination and such reincorporation may result in taxes imposed on shareholders.

 We may, in connection with our Business Combination and subject to
requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target company or business is located
or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable income in the jurisdiction
in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is a tax transparent entity. We
do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders or warrant holders may
be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.

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

 We are subject to rules and regulations by various governing bodies,
including, for example, the SEC, which are charged with the protection of investors and the oversight of companies whose securities are
publicly traded, and to new and evolving regulatory measures under applicable law. Our efforts to comply with new and changing laws and
regulations have resulted in and are likely to continue to result in, increased general and administrative expenses and a diversion of
management time and attention from seeking a Business Combination target.

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

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

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

 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth
companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that
have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange
Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to
opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an
election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard
is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt
the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial
statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out
of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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

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

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

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

 Shareholders of Cayman Islands exempted companies like the company
have no general rights under Cayman Islands law to inspect corporate records or to obtain copies of the register of members of these companies.
Our directors have discretion under our amended and restated memorandum and articles of association to determine whether or not, and under
what conditions, our corporate records may be inspected by our shareholders, but are not obliged to make them available to our shareholders.
This may make it more difficult for you to obtain the information needed to establish any facts necessary for a shareholder motion or
to solicit proxies from other shareholders in connection with a proxy contest.

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

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

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

 Our amended and restated memorandum and articles of association contains
provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests. These provisions
will include a staggered board of directors, the ability of the board of directors to designate the terms of and issue new series of preference
shares, and the fact that prior to the completion of our Business Combination only holders of our Class B ordinary shares, which have
been issued to our Old Sponsor and transferred to our Sponsor, are entitled to vote on the appointment of directors, which may make more
difficult the removal of our team and may discourage transactions that otherwise could involve payment of a premium over prevailing market
prices for our securities.

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

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

 Risks Relating to Our Management, Directors and Employees

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

 Information regarding performance by, or businesses associated with,
our team or their affiliates is presented for informational purposes only. Any past experience of and performance by our team or their
affiliates, is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate for our Business Combination;
or (2) of any results with respect to any Business Combination we may consummate. You should not rely on the historical record of our
team or any of their affiliates' as indicative of the future performance of an investment in us or the returns we will, or are likely
to, generate going forward.

 We may not hold an annual general meeting until after the
consummation of our Business Combination.

 In accordance with the OTC corporate governance requirements and our
amended and restated memorandum and articles of association, we are not required to hold an annual general meeting until no later than
one year after our first fiscal year end following our initial listing on NYSE (which has since then changed to the OTC). As an exempted
company, there is no requirement under the Companies Act for us to hold annual or extraordinary general meetings to appoint directors.
Until we hold an annual general meeting, public shareholders may not be afforded the opportunity to appoint directors and to discuss company
affairs with our founding team. Our board of directors is divided into three classes with only one class of directors being appointed
in each year and each class (except for those directors appointed prior to our first annual general meeting) serving a three-year term.

 Holders of Class A ordinary shares will not be entitled
to vote on any appointment of directors we hold prior to the completion of our Business Combination.

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

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

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

 In particular, there is uncertainty as to whether the courts of the
Cayman Islands or any other applicable jurisdictions would recognize and enforce judgments of U.S. courts obtained against us or our directors
or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States
or entertain original actions brought in the Cayman Islands or any other applicable jurisdiction's courts against us or our directors
or officers predicated upon the securities laws of the United States or any state in the United States.

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

 Any past experience and performance of our management team is not a
guarantee either: (1) that we will be able to successfully identify a suitable candidate for our Business Combination; or (2) of any results
with respect to any Business Combination we may consummate. You should not rely on the historical record of our management team's
performance as indicative of the future performance of an investment in us or the returns we will, or are likely to, generate going forward.
None of our Sponsor, officers or directors has had experience with a blank check company or special purpose acquisition company in the
past.

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

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

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

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

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

 Our key personnel may be able to remain with our company after the
completion of our Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business
Combination. Such negotiations would take place simultaneously with the negotiation of the Business Combination and could provide for
such individuals to receive compensation in the form of cash payments and/or our securities for services they would render to us after
the completion of the Business Combination. Such negotiations also could make such key personnel's retention or resignation a condition
to any such agreement. The personal and financial interests of such individuals may influence their motivation in identifying and selecting
a target business. In addition, pursuant to an agreement entered into prior to the closing of the IPO, our Sponsor, upon and following
consummation of a Business Combination, will be entitled to nominate three individuals for election to our board of directors, as long
as the Sponsor holds any securities covered by the registration and shareholder rights agreement.

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

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

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

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

 Our executive officers and directors will allocate their
time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This
conflict of interest could have a negative impact on our ability to complete our Business Combination.

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

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

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

 In addition, our founders and our directors and officers expect in
the future to become affiliated with other public blank check companies that may have acquisition objectives that are similar to ours.
Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented.
These conflicts may not be resolved in our favor and a potential target business may be presented to such other blank check companies,
prior to its presentation to us, subject to our officers' and directors' fiduciary duties under Cayman Islands law.

 Our amended and restated memorandum and articles of association provide
that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except
and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities
or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in,
any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the
other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect
our ability to complete our Business Combination.

 For a complete discussion of our executive officers' and directors'
business affiliations and the potential conflicts of interest that you should be aware of, please see "Item 1. Business-Conflicts
of Interest," "Item 10. Directors, Executive Officers and Corporate Governance-Conflicts of Interest," and "Item
13. Certain Relationships and Related Transactions, and Director Independence."

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

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

 The personal and financial interests of our directors and officers
may influence their motivation in timely identifying and selecting a target business and completing a Business Combination. Consequently,
our directors' and officers' discretion in identifying and selecting a suitable target business may result in a conflict of
interest when determining whether the terms, conditions and timing of a particular Business Combination are appropriate and in our shareholders'
best interest. If this were the case, it would be a breach of their fiduciary duties to us as a matter of Cayman Islands law and we or
our shareholders might have a claim against such individuals for infringing on our shareholders' rights. However, we might not ultimately
be successful in any claim we may make against them for such reason.

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

 In light of the involvement of our Sponsor, executive officers and
directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, executive officers, directors
or initial shareholders. Our directors also serve as officers and board members for other entities, including, without limitation, those
described under "Item 10. Directors, Executive Officers and Corporate Governance-Conflicts of Interest." Our Sponsor and our
officers and directors may Sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or
investment ventures during the period in which we are seeking a Business Combination. Such entities may compete with us for Business Combination
opportunities. Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our Business
Combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a Business Combination
with any such entity or entities.

 Although we will not be specifically focusing on, or pursuing, any
transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria
for a Business Combination as set forth in "Business-Effecting Our Business Combination-Evaluation of a Target Business and Structuring
of Our Business Combination" and such transaction was approved by a majority of our independent and disinterested directors. Despite
our agreement to obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm regarding
the fairness to our company from a financial point of view of a Business Combination with one or more domestic or international businesses
affiliated with our Sponsor, executive officers, directors or initial shareholders, potential conflicts of interest still may exist and,
as a result, the terms of the Business Combination may not be as advantageous to our public shareholders as they would be absent any conflicts
of interest.

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

 On November 20, 2020, our Old Sponsor paid $25,000, or approximately
$0.003 per share, to cover for certain offering costs in consideration for 8,625,000 founder shares, which were subsequently transferred
to our Sponsor in the sponsor handover. Prior to the initial investment in the company of $25,000 by the Old Sponsor, the company had
no assets, tangible or intangible. The per share price of the founder shares was determined by dividing the amount contributed to the
company by the number of founder shares issued. The founder shares will be worthless if we do not complete a Business Combination. In
addition, affiliates of our Old Sponsor have committed, pursuant to a written agreement, to purchase 5,466,667 private placement warrants,
at a purchase price of $8,200,000, in a private placement that will close simultaneously with the closing of the IPO; such private placement
warrants were subsequently transferred to our Sponsor in the sponsor handover. If we do not consummate an initial business by the Termination
Date, the private placement warrants (and the underlying securities) will expire worthless. The personal and financial interests of our
executive officers and directors may influence their motivation in identifying and selecting a target Business Combination, completing
a Business Combination and influencing the operation of the business following the Business Combination. This risk may become more acute
as the Termination Date nears, which is the deadline for our consummation of a Business Combination.

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

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

 Risks Relating to Corporate Governance

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

 Our amended and restated memorandum and articles of association will
not provide a specified maximum redemption threshold. As a result, we may be able to complete our Business Combination even though a substantial
majority of our public shareholders do not agree with the transaction and have redeemed their shares or, if we seek shareholder approval
of our Business Combination and do not conduct redemptions in connection with our Business Combination pursuant to the tender offer rules,
have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or any of their affiliates.
In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly submitted for
redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed Business Combination exceed the aggregate
amount of cash available to us, we will not complete the Business Combination or redeem any shares, all Class A ordinary shares submitted
for redemption will be returned to the holders thereof, and we instead may search for an alternate Business Combination.

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

 In order to effectuate a Business Combination, blank check companies
have, in the recent past, amended various provisions of their charters and governing instruments, including their warrant agreements.
For example, blank check companies have amended the definition of Business Combination, increased redemption thresholds, extended the
time to consummate a Business Combination and, with respect to their warrants, amended their warrant agreements to require the warrants
to be exchanged for cash and/or other securities. Amending our amended and restated memorandum and articles of association will require
at least a special resolution of our shareholders as a matter of Cayman Islands law, meaning the approval of holders of at least two-thirds
of our ordinary shares who attend and vote at a general meeting of the company, and amending our warrant agreement will require a vote
of holders of at least 50% of the public warrants and, solely with respect to any amendment to the terms of the private placement warrants
or any provision of the warrant agreement with respect to the private placement warrants, 50% of the number of the then outstanding private
placement warrants. In addition, our amended and restated memorandum and articles of association will require us to provide our public
shareholders with the opportunity to redeem their public shares for cash if we propose an amendment to our amended and restated memorandum
and articles of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary
shares the right to have their shares redeemed in connection with our Business Combination or to redeem 100% of our public shares if we
do not complete our Business Combination by the Termination Date, or (B) with respect to any other provision relating to the rights of
holders of our Class A ordinary shares or pre-Business Combination activity. To the extent any of such amendments would be deemed to fundamentally
change the nature of any of the securities offered through this registration statement, we would register, or seek an exemption from registration
for, the affected securities.

 The provisions of our amended and restated memorandum and
articles of association that relate to our pre-Business Combination activity (and corresponding provisions of the agreement governing
the release of funds from our Trust Account) may be amended with the approval of a special resolution which requires the approval of the
holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, which is a lower amendment
threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended and restated memorandum
and articles of association to facilitate the completion of a Business Combination that some of our shareholders may not support.

 Some other blank check companies have a provision in their charter
which prohibits the amendment of certain of its provisions, including those which relate to a company's pre-Business Combination
activity, without approval by a certain percentage of the company's shareholders. In those companies, amendment of these provisions
typically requires approval by between 90% and 100% of the company's shareholders. Our amended and restated memorandum and articles
of association provides that any of its provisions related to pre-Business Combination activity (including the requirement to deposit
proceeds of the IPO and the sale of the private placement warrants into the Trust Account and not release such amounts except in specified
circumstances, and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution,
meaning holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and corresponding
provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of at least
two-thirds of our ordinary shares who attend and vote at a general meeting of the company; provided that the provisions of our amended
and restated memorandum and articles of association governing the appointment or removal of directors prior to our Business Combination
may only be amended by a special resolution passed by holders representing at least two-thirds of our issued and outstanding Class B ordinary
shares. Our initial shareholders, and their permitted transferees, if any, who collectively beneficially own, on an as-converted basis,
approximately 99.16% of our Class A ordinary shares following the 2025 Shareholder Meeting, will participate in any vote to amend our
amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in any manner
they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association which
govern our pre-Business Combination behavior more easily than some other blank check companies, and this may increase our ability to complete
a Business Combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and
restated memorandum and articles of association.

 Our Sponsor, executive officers, directors and director nominees have
agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated memorandum and articles
of association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares the right
to have their shares redeemed in connection with our Business Combination or to redeem 100% of our public shares if we do not complete
our Business Combination by the Termination Date, or (B) with respect to any other provision relating to the rights of holders of our
Class A ordinary shares or pre-Business Combination activity; unless we provide our public shareholders with the opportunity to redeem
their Class A ordinary shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
us to pay our income taxes, if any, divided by the number of the then-outstanding public shares. Our shareholders are not parties to,
or third-party beneficiaries of, this agreement and, as a result, will not have the ability to pursue remedies against our Sponsor, executive
officers, directors or director nominees for any breach of this agreement. As a result, in the event of a breach, our shareholders would
need to pursue a shareholder derivative action, subject to applicable law.

 Our letter agreement with our Sponsor, officers and directors
may be amended without shareholder approval.

 Our letter agreement with our Sponsor, affiliates of our Sponsor, officers
and directors contain provisions relating to transfer restrictions of our founder shares and private placement warrants, indemnification
of the Trust Account, waiver of redemption rights and participation in liquidating distributions from the Trust Account. The letter agreement
may be amended without shareholder approval. While we do not expect our board to approve any amendment to the letter agreement prior to
our Business Combination, it may be possible that our board, in exercising its business judgment and subject to its fiduciary duties,
chooses to approve one or more amendments to the letter agreement. Any such amendments to the letter agreement would not require approval
from our shareholders and may have an adverse effect on the value of an investment in our securities.

 We may be unable to obtain additional financing to complete
our Business Combination or to fund the operations and growth of a target business, which could compel us to restructure or abandon a
particular Business Combination. If we are unable to complete our Business Combination, our public shareholders may receive only approximately
$10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

 Although we believe that the net proceeds of the IPO and the sale of
the private placement warrants will be sufficient to allow us to complete our Business Combination, because we have not yet selected any
prospective target business we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of the IPO
and the sale of the private placement warrants prove to be insufficient, either because of the size of our Business Combination, the depletion
of the available net proceeds in search of a target business, the obligation to redeem for cash a significant number of shares from shareholders
who elect redemption in connection with our Business Combination or the terms of negotiated transactions to purchase shares in connection
with our Business Combination, we may be required to seek additional financing or to abandon the proposed Business Combination. Such financing
may not be available on acceptable terms, if at all. The current economic environment may make difficult for companies to obtain acquisition
financing. To the extent that additional financing proves to be unavailable when needed to complete our Business Combination, we would
be compelled to either restructure the transaction or abandon that particular Business Combination and seek an alternative target business
candidate. If we do not complete our Business Combination within the required time period, our public shareholders may receive only approximately
$10.00 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.
In addition, even if we do not need additional financing to complete our Business Combination, we may require such financing to fund the
operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued
development or growth of the target business. None of our officers, directors or shareholders is required to provide any financing to
us in connection with or after our Business Combination.

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

 Following the 2025 Shareholder Meeting, our initial shareholders own,
on an as-converted basis, 99.16% of our issued and outstanding ordinary shares. Accordingly, they may exert a substantial influence on
actions requiring a shareholder vote, potentially in a manner that you do not support, including amendments to our amended and restated
memorandum and articles of association. If our initial shareholders purchases any units in the IPO or if our initial shareholders purchases
any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control.
Neither our Sponsor nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities,
other than as disclosed in this Annual Report. Factors that would be considered in making such additional purchases would include consideration
of the current trading price of our Class A ordinary shares. In addition, our board of directors, whose members were elected by our Sponsor,
is and will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors
being elected in each year. We may not hold an annual general meeting to appoint new directors prior to the completion of our Business
Combination, in which case all of the current directors will continue in office until at least the completion of the Business Combination.
If there is an annual general meeting, as a consequence of our "staggered" board of directors, only a minority of the board
of directors will be considered for election and our Sponsor, because of its ownership position, will control the outcome, as only holders
of our Class B ordinary shares will have the right to vote on the election of directors and to remove directors prior to our Business
Combination. Accordingly, our Sponsor will continue to exert control at least until the completion of our Business Combination. In addition,
we have agreed not to enter into a definitive agreement regarding a Business Combination without the prior consent of our Sponsor.

 We may amend the terms of the warrants in a manner that
may be adverse to holders of public warrants with the approval by the holders of at least 50% of the then outstanding public warrants.
As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of our Class
A ordinary shares purchasable upon exercise of a warrant could be decreased, all without your approval.

 Our warrants were issued in registered form under a warrant agreement
between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the
warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision or correct any mistake,
including to conform the provisions of the warrant agreement to the description of the terms of the warrants and the warrant agreement
set forth in this Annual Report, but requires the approval by the holders of at least 50% of the then- outstanding public warrants to
make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms
of the public warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding public warrants approve of such
amendment and, solely with respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement
with respect to the private placement warrants, 50% of the number of the then outstanding private placement warrants. Although our ability
to amend the terms of the public warrants with the consent of at least 50% of the then-outstanding public warrants is unlimited, examples
of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into
cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a warrant. We may redeem
your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

 A provision of our warrant agreement may make it more difficult
for us to consummate a Business Combination.

 If (x) we issue additional Class A ordinary shares or equity linked
securities for capital raising purposes in connection with the closing of our Business Combination at an issue price or effective issue
price of less than $9.20 per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by
our board of directors and, in the case of any such issuance to our initial shareholders or their affiliates, without taking into account
any founder shares held by our initial shareholders or such affiliates, as applicable, prior to such issuance including any transfer or
reissuance of such shares), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of our Business Combination, and (z) the volume-weighted average trading price of our
Class A ordinary shares during the 10 trading day period starting on the trading day after the day on which we consummate our Business
Combination (such price, the "Market Value") is below $9.20 per share, the exercise price of the warrants will be adjusted
(to the nearest cent) to be equal to 115% of the Market Value, and the $10.00 and $18.00 per share redemption trigger prices of the warrants
will be adjusted (to the nearest cent) to be equal to 100% and 180% of the Market Value, respectively. This may make it more difficult
for us to consummate a Business Combination with a target business.

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

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

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

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

 Risks Associated with Acquiring and Operating a Business in Non-U.S.
Countries

 If we pursue a target company with operations or opportunities
outside of the United States for our Business Combination, we may face additional burdens in connection with investigating, agreeing to
and completing such Business Combination, and if we effect such Business Combination, we would be subject to a variety of additional risks
that may negatively impact our operations.

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

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

 costs and difficulties inherent in managing cross-border
business operations;

 rules and regulations regarding currency redemption;

 complex corporate withholding taxes on individuals;

 laws governing the manner in which future Business Combinations
may be effected;

 exchange listing and/or delisting requirements;

 tariffs and trade barriers;

 regulations related to customs and import/export matters;

 local or regional economic policies and market conditions;

 unexpected changes in regulatory requirements;

 longer payment cycles;

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

 currency fluctuations and exchange controls;

 rates of inflation;

 challenges in collecting accounts receivable;

 cultural and language differences;

 employment regulations;

 underdeveloped or unpredictable legal or regulatory systems;

 corruption;

 protection of intellectual property;

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

 regime changes and political upheaval, including as a result
of the current conflict between Russia and Ukraine;

 terrorist attacks, natural disasters, pandemics and wars;

 and deterioration of political relations with the United
States.

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

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

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

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

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

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

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

 We may reincorporate in another jurisdiction in connection
with our Business Combination, and the laws of such jurisdiction may govern some or all of our future material agreements and we may not
be able to enforce our legal rights.

 In connection with our Business Combination, we may relocate the home
jurisdiction of our business from the Cayman Islands to another jurisdiction. If we determine to do this, the laws of such jurisdiction
may govern some or all of our future material agreements. The system of laws and the enforcement of existing laws in such jurisdiction
may not be as certain in implementation and interpretation as in the United States. The inability to enforce or obtain a remedy under
any of our future agreements could result in a significant loss of business, business opportunities or capital.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity

 We are a SPAC with no business operations. Since our IPO, our sole
business activity has been identifying and evaluating suitable acquisition transaction candidates.

 Therefore, the Company does not consider that it faces significant
cybersecurity risk and has not adopted any cybersecurity risk management program or formal processes for assessing, identifying, and managing
material risks from cybersecurity threats. Our board is ultimately responsible for overseeing the Company's risk management activities
in general and, as deemed necessary by our management team, will be informed of any cybersecurity threats or risks that may arise. In
fiscal year 2024, the Company did not identify any risks from cybersecurity threats that have materially affected or are reasonably likely
to materially affect the Company, including its business strategy and results of operations.

 Item 2. Property

 We currently maintain our executive offices at 200 Park Avenue, 32 nd
Floor New York, NY, 10166. The cost for the space is included in the up to $10,000 monthly fee that we pay our Sponsor for office space,
administrative and support services. We consider our current office space adequate for our current operations.

 Item 3. Legal Proceedings

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

 Item 4. Mine Safety Disclosures

 Not applicable.

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

 (a) Market Information

 Our Class A ordinary shares and units trade on the OTCQX Best
Market under the symbols "CSTAF" and "CSTUF," respectively, and our warrants trade on the OTCQB Venture Market
under the symbol "CSTWF." We voluntarily delisted our Class A ordinary shares, units and warrants from the NYSE and, on January
16, 2024, our Class A ordinary shares, units and warrants began trading on the OTC.

 (b) Holders

 As of the date of this Annual Report, there was 1 holder of record
of our Class A ordinary shares, 1 holder of record of our units, 4 holders of record of our Class B ordinary shares, 1 holder of record
of our public warrants and 1 holder of record of our private placement 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 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 Business Combination. The payment of any cash dividends subsequent to our Business Combination will be within the discretion of
our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring
any share dividends in the foreseeable future. Further, if we incur any indebtedness in connection with a Business Combination, our ability
to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

 (d) Securities Authorized for Issuance Under Equity Compensation
Plans

 None.

 (e) Performance Graph

 Not applicable.

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

 Unregistered Sales

 In November 2020, we issued our founder shares to one of our officers
for an aggregate purchase price of $25,000. In December 2020, the founder shares were assigned to our Old Sponsor for the same purchase
price initially paid by one of our officers. In January 2021, our Old Sponsor transferred 129,375 founder shares to our independent directors.
In March 2021, each independent director forfeited 4,375 founder shares and our Old Sponsor forfeited 861,875 founder shares. On January
26, 2023, the Old Sponsor underwent a reorganization pursuant to which the limited partners of the Sponsor transferred all of their limited
partnership interests to the Sponsor. On January 30, 2023, Klaus Kleinfeld, Hugo Banziger, Vesna Nevistic, Martin Weckwerth and Charles
Stonehill tendered their resignations as directors of the Company. As a result, our Sponsor now owns 7,633,750 founder shares and the
independent directors each own 38,750 founder shares.

 The founder shares will automatically convert into Class A ordinary
shares on the first business day following the completion of our Business Combination on a one-for-one basis, subject to certain adjustments.
In the case that additional Class A ordinary shares, or equity-linked securities convertible or exercisable for Class A ordinary shares,
are issued or deemed issued in excess of the amounts issued in our initial public offering and related to the closing of our Business
Combination, the ratio at which founder shares will convert into Class A ordinary shares will be adjusted (subject to waiver by holders
of a majority of the Class B ordinary shares then in issue) so that the number of Class A ordinary shares issuable upon conversion of
all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 99.16% of the sum of our ordinary shares issued and
outstanding following the 2023 Shareholder Meeting, 2024 Shareholder Meeting and 2025 Shareholder Meeting plus the number of Class A ordinary
shares and equity-linked securities issued or deemed issued in connection with our Business Combination (net of redemptions), excluding
the representative shares and any Class A ordinary shares or equity-linked securities issued, or to be issued, to any seller in our Business
Combination and any private placement warrants issued to our Sponsor, an affiliate of our Sponsor or any of our officers or directors.

 With certain limited exceptions, the founder shares are not transferable,
assignable or salable (except to our officers and directors and other persons or entities affiliated with our Sponsor, each of whom are
subject to the same transfer restrictions) until the earlier of (A) one year after the completion of our Business Combination or (B) subsequent
to our Business Combination, (x) if the last reported sale price of the ordinary shares equals or exceeds $12.00 per share (as adjusted
for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading
days within any 30-trading day period commencing at least 150 days after our Business Combination, or (y) the date following the completion
of our Business Combination on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that
results in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property.

 Our Old Sponsor purchased 5,466,667 private placement warrants at a
price of $1.50 per warrant in a private placement that occurred concurrently with the closing of our initial public offering and generated
gross proceeds of $8,200,000. Subsequent to such purchase and pursuant to the 2023 Shareholder Meeting, such private placement warrants
were transferred to our Sponsor. Each private placement warrant is exercisable for one Class A ordinary share at a price of $11.50 per
share. The proceeds from the sale of the private placement warrants were added to the net proceeds from the initial public offering held
in the Trust Account. If we do not complete a Business Combination by the Termination Date, the private placement warrants will expire
worthless. The private placement warrants are non-redeemable and exercisable on a cashless basis so long as they are held by our Sponsor
or its permitted transferees. The sale of the private placement warrants was made pursuant to the exemption from registration contained
in Section 4(a)(2) of the Securities Act.

 On January 30, 2024, the Sponsor converted an aggregate of 7,600,000
Class B ordinary shares into Public Shares on a one-for-one basis. The Sponsor waived any right to receive funds from the Company's
Trust Account with respect to the Public Shares received upon such conversion and acknowledged that such shares will be subject to all
of the restrictions applicable to the original Class B Ordinary Shares under the terms of the letter agreement. As of the date of this
Annual Report, there are 7,664,302 Class A ordinary shares outstanding.

 Use of Proceeds

 Of the $318,200,000 in proceeds we received from our initial public
offering and the sale of the private placement warrants, a total of $310,000,000, including $10,850,000 payable to the underwriter for
deferred underwriting commissions, was placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company,
acting as trustee.

 There has been no material change in the planned use of proceeds from
such use as described in the company's final prospectus (File No. 333- 251974), dated January 26, 2021, which was declared effective
by the SEC on January 28, 2021.

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

 On January 27, 2023, we held the 2023 Shareholder Meeting to, in part,
amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate a Business Combination.
In connection with that vote, the holders of 26,506,157 Class A ordinary shares of the Company properly exercised their right to redeem
their shares for an aggregate price of approximately $10.167 per share, for an aggregate redemption amount of $269,485,746. After the
satisfaction of such redemptions, the balance in our Trust Account was $46,138,503.

 On January 29, 2024, we held the 2024 Shareholder Meeting to, in part,
amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate a Business Combination.
In connection with that vote, the holders of 2,126,159 Class A ordinary shares of the Company properly exercised their right to redeem
their shares for an aggregate price of approximately $11.13 per share, for an aggregate redemption amount of $23,671,533. After the satisfaction
of such redemptions, the balance in our Trust Account was $26,415,545.

 On January 27, 2025, we held the 2025 Shareholder Meeting to, in part,
amend our amended and restated memorandum and articles of association to extend the date by which we have to consummate a Business Combination.
In connection with that vote, the holders of 2,303,382 Class A ordinary shares properly exercised their right to redeem their shares for
cash at a redemption price of approximately $11.91 per share, for an aggregate redemption amount of $27,428,399. After the satisfaction
of such redemptions, the balance in our Trust Account was approximately $778,970.65.

 Item 6. [Reserved].

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

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

 Overview

 We are a blank check company incorporated in Cayman Islands on November
20, 2020. We were formed for the purpose of effecting a Business Combination.

 Our sponsor is Constellation Sponsor LP, a Delaware limited partnership.
The registration statement for the Initial Public Offering was declared effective on January 26, 2021. On January 29, 2021, we consummated
the Initial Public Offering of 31,000,000 units, at $10.00 per unit, generating gross proceeds of $310.0 million, and incurring offering
costs of $17,586,741 million, inclusive of $10,850,000 million in deferred underwriting commissions. On January 26, 2023, our Old Sponsor
underwent a reorganization pursuant to which the limited partners of our Old Sponsor transferred all of their limited partnership interests
to the Sponsor. On January 26, 2023, our Old Sponsor was liquidated pursuant to applicable law by the retirement of the general partner
of our Old Sponsor (the second to last partner of our Sponsor) and all securities held by our Old Sponsor were distributed by operation
of law to its sole remaining limited partner, the Sponsor, following which, on January 30, 2023, control of the Old Sponsor was transferred
to affiliates of Antarctica Capital Partners, LLC, including Antarctica Endurance Manager, LLC the general partner of the Sponsor.

 Simultaneously with the closing of the Initial Public Offering, we
consummated the private placement of 5,466,667 private placement warrants, at a price of $1.50 per private placement warrant to our Old
Sponsor, which are now held by our Sponsor, generating gross proceeds to us of $8.2 million.

 Since the closing of the Initial Public Offering and the Private Placement,
$310.00 million ($10.00 per unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement
was placed in the Trust Account and was invested in permitted United States "government securities" within the meaning of
Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. On January
27, 2023, we liquidated the U.S. government treasury obligations or money market funds held in the Trust Account.

 Our management has broad discretion with respect to the specific application
of the net proceeds of the Initial Public Offering and the sale of the private placement warrants, although substantially all of the net
proceeds are intended to be applied generally toward consummating a Business Combination.

 We will only have until the Termination Date to complete an initial
Business Combination. If we do not complete a Business Combination by the Termination Date, we will (i) cease all operations except for
the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public
Shares for a per share pro rata portion of the Trust Account, including interest not previously released to us to fund our working capital
requirements (less taxes payable) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of our
net assets to our remaining shareholders, as part of our plan of dissolution and liquidation. Our Sponsor and initial shareholders entered
into the Letter Agreement with us, pursuant to which they have waived their rights to participate in any redemption with respect to their
Founder Shares; however, if the initial shareholders or any of our officers, directors or affiliates acquire ordinary shares in or after
the Initial Public Offering, they will be entitled to a pro rata share of the Trust Account upon our redemption or liquidation in the
event we do not complete a Business Combination within the required time period. In the event of such distribution, it is possible that
the per share value of the residual assets remaining available for distribution (including the Trust Account assets) will be less than
the Initial Public Offering price per unit in the Initial Public Offering.

 On January 27, 2023, we held an extraordinary general meeting of shareholders
to amend the Company's amended and restated memorandum and articles of association to extend the date by which the Company has to
consummate a Business Combination from January 29, 2023 to April 29, 2023 and to allow the Company, without another shareholder vote,
to elect to extend the 2023 Termination Date to consummate a Business Combination on a monthly basis for up to nine times by an additional
one month each time after the 2023 Articles Extension Date, by resolution of the board if requested by the Sponsor, and upon five days'
advance notice prior to the applicable Termination Date, until January 29, 2024, or a total of up to twelve months after the 2023 Termination
Date, unless the closing of the Company's Business Combination shall have occurred prior to such date. The shareholders of the Company
approved the 2023 Extension Amendment Proposal at the 2023 Shareholder Extension Meeting and on January 31, 2023, the Company filed the
2023 Articles Amendment with the Registrar of Companies of the Cayman Islands.

 In connection with the vote at the 2023 Shareholder Extension Meeting,
the holders of 26,506,157 Class A ordinary shares of the Company properly exercised their right to redeem their shares for an aggregate
price of approximately $10.167 per share, for an aggregate redemption amount of approximately $269,485,746. After the satisfaction of
such redemptions, the balance in our Trust Account was approximately $46,138,503. On February 13, 2023, a total of $46,600,678.12 (the
remaining trust balance), was placed in a U.S.-based trust account at Citibank, N.A., maintained by Continental Stock Transfer & Trust
Company, acting as trustee.

 In connection with the closing of the transactions contemplated by
the Investment Agreement, on January 26, 2023, the Old Sponsor underwent a reorganization pursuant to which the limited partners of the
Old Sponsor transferred all of their limited partnership interests to the Sponsor. On January 26, 2023, the Old Sponsor was liquidated
pursuant to applicable law by the retirement of the general partner of the Old Sponsor (the second to last partner of the Sponsor) and
all Securities held by the Old Sponsor were distributed by operation of law to its sole remaining limited partner, the Sponsor, following
which, on January 30, 2023, control of the Old Sponsor was transferred to affiliates of Antarctica Capital Partners, LLC.

 On December 20, 2023, the board approved the voluntary delisting of
its Class A ordinary shares, public warrants and units from the NYSE, and on January 16, 2024, the Company began trading its Class A
ordinary shares and Units on OTCQX Best Market under the symbols "CSTAF" and "CSTUF," respectively,
and its public warrants on the OTCQB Venture Market under the symbol "CSTWF."

 On January 29, 2024, the Company held the 2024 Shareholder Meeting
(A) to amend, by way of special resolution, the Company's amended and restated memorandum and articles of association to extend
the Termination Date by which the Company has to consummate a Business Combination from January 29, 2024 to February 29, 2024 and to
allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business Combination on
a monthly basis for up to eleven times by an additional one month each time after the 2024 Articles Extension Date, by resolution of
the directors, if requested by the Sponsor, and upon five days' advance notice prior to the applicable Termination Date, until
January 29, 2025, or a total of up to twelve months after the 2024 Original Termination Date, unless the closing of a Business Combination
shall have occurred prior thereto; and (B) to amend, by way of special resolution, the Company's amended and restated memorandum
and articles of association to eliminate from the amended and restated memorandum and articles of association the limitation that the
Company may not redeem Class A ordinary shares to the extent that such redemption would result in the Company having net tangible assets
(as determined in accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $5,000,001 in order
to allow the Company to redeem Public Shares irrespective of whether such redemption would exceed the Redemption Limitation. The shareholders
of the Company approved the 2024 Extension Amendment Proposal and the 2024 Redemption Limitation Amendment Proposal at the 2024 Shareholder
Meeting and on January 30, 2024, the Company filed the 2024 Articles Amendment with the Registrar of Companies of the Cayman Islands.

 In connection with that vote to approve the 2024 Extension Amendment
Proposal and the 2024 Redemption Limitation Amendment Proposal, the holders of 2,126,159 Class A ordinary shares properly exercised their
right to redeem their shares for cash at a redemption price of approximately $11.13 per share, for an aggregate redemption amount of
approximately $23,671,533. After the satisfaction of such redemptions and receipt of the initial deposit of $55,000 to the Trust account,
the balance in our Trust Account was $26,415,545.

 On January 30, 2024, the Sponsor converted an aggregate of 7,600,000
Class B ordinary shares into Public Shares on a one-for-one basis. The Sponsor waived any right to receive funds from the Trust Account
with respect to the Public Shares received upon such conversion and acknowledged that such shares will be subject to all of the restrictions
applicable to the original Class B ordinary shares under the terms of the Letter Agreement.

 During 2024, the Board of the Company approved the First 2024 Extension
on February 29, 2024, and the extension committee of the Board approved the Second 2024 Extension, Third 2024 Extension, Fourth 2024 Extension,
Fifth 2024 Extension, Sixth 2024 Extension, Seventh 2024 Extension, Eighth 2024 Extension, Ninth 2024 Extension, Tenth 2024 Extension
and Eleventh 2024 Extension on March 28, 2024, April 29, 2024, May 29, 2024, June 28, 2024, July 23, 2024, August 23, 2024, September
26, 2024, October 29, 2024, November 27, 2024 and December 20, 2024, respectively, resulting in a new Termination Date of January 29,
2025, and the Company drew an aggregate of $660,000 of Extension Funds pursuant to the 2024 Note. The 2024 Note does not bear interest
and matures upon closing of the Company's initial Business Combination. In the event that the Company does not consummate a Business
Combination, the 2024 Note will be repaid only from amounts remaining outside of the Trust Account, if any.

 On January 27, 2025, the Company held the 2025 Shareholder Meeting
(A) to amend, by way of special resolution, the Company's amended and restated memorandum and articles of association to extend
the 2025 Termination Date by which the Company has to consummate a business combination from January 29, 2025 to February 28, 2025, or
the 2025 Articles Extension Date, and to allow the Company, without another shareholder vote, to elect to extend the 2025 Termination
Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the 2025
Articles Extension Date, by resolution of the Company's board of directors, if requested by the Sponsor and upon five days'
advance notice prior to the applicable Termination Date, until January 29, 2026, or a total of up to twelve months after the 2025 Termination
Date, unless the closing of a business combination shall have occurred prior thereto; (B) to amend, by way of special resolution, the
Company's memorandum and articles of association to permit for the issuance of Class A ordinary shares to holders of the Company's
Class B ordinary shares upon the exercise of the right of a holder of the Class B ordinary shares to convert such holder's Class
B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to time prior to the closing of an initial
business combination at the election of the holder; and (C) if required, an adjournment proposal to adjourn, by way of ordinary resolution,
the 2025 Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of proxies if, based
upon the tabulated vote at the time of the 2025 Shareholder Meeting, there are insufficient Class A ordinary shares and Class B ordinary
shares in the capital of the Company represented (either in person or by proxy) to approve the 2025 Extension Amendment Proposal and
the Founder Share Amendment Proposal, (ii) where the Company would not adhere to the initial or continued trading requirements of OTCQX
Best Market and the OTCQB Venture Market or (iii) where the board has determined it is otherwise necessary.

 In connection with the vote to approve the Extension Amendment Proposal
and the Founder Share Amendment Proposal held on January 27, 2025, the holders of 2,303,382 Class A ordinary shares properly exercised
their right to redeem their shares for cash at a redemption price of approximately $11.91 per share, for an aggregate redemption amount
of approximately $27,428,399. After the satisfaction of such redemptions and receipt of the initial deposit of $5,000 to the Trust Account,
the balance in the Trust Account was approximately $778,970.65 and there are 7,664,302 Class A Ordinary Shares outstanding, of which 64,302
Class A ordinary shares are held by the Company's public shareholders.

 On February 25, 2025, the Company drew an aggregate
of $5,000 (the "Extension Funds"), as approved by unanimous director resolution, dated February 25, 2024, pursuant to the
2024 Note (as defined below), which Extension Funds the Company deposited into the Company's Trust Account for its public shareholders.
This deposit enables the Company to extend the date by which it must complete its initial business combination from February 28, 2025
to March 29, 2025 (the "First 2025 Extension"). The First 2025 Extension is the first of eleven one-month extensions permitted
under the Company's amended and restated memorandum and articles of association and provides the Company with additional time to
complete its initial business combination. The note does not bear interest and matures upon closing of the Company's initial business
combination. In the event that the Company does not consummate a business combination, the note will be repaid only from amounts remaining
outside of the Company's Trust Account, if any.

 On March 10, 2025, the
Company's Class A ordinary shares started trading on the OTC Pink Market ("OTC Pink") and the Company's units
started trading on the OTCQB Venture Market ("OTCQB"). The main difference between OTCQB and OTC Pink from OTCQX is that
securities listed on the OTCQB and OTC Pink undergo additional quality review and have different listing standards than those on the OTCQX,
although all are tiers of the OTC Markets. The trading symbols for the Class A ordinary shares and units remained the same.

 The transition to OTC Pink
and OTCQB from OTCQX of the Company's Class A ordinary shares and units is not expected to affect the Company's business operations,
its relationships with partners or employees or its current SEC reporting obligations.

 On March 27, 2025, the Company drew additional Extension Funds, as approved by unanimous resolution of the extension committee of the
Company's board of directors, dated March 27, 2025, pursuant to the 2024 Note, which Extension Funds the Company deposited into
the Company's Trust Account for its public shareholders. This deposit enables the Company to extend the date by which it must complete
its initial business combination from March 29, 2025 to April 29, 2025 (the "Second 2025 Extension"). The Second 2025 Extension
is the second of eleven one-month extensions permitted under the Company's amended and restated memorandum and articles of association
and provides the Company with additional time to complete its initial business combination. The note does not bear interest and matures
upon closing of the Company's initial business combination. In the event that the Company does not consummate a business combination,
the note will be repaid only from amounts remaining outside of the Company's Trust Account, if any.

 Liquidity and Going Concern Consideration

 As of December 31, 2024, the Company had $5,303
in its operating bank account, and a working capital deficit of $5,573,504, net of the convertible promissory note – related party.
Convertible promissory note - related party amounting to $3,181,000 is not expected to be settled out of the current assets.

 Our liquidity needs to date have been satisfied
through loans from the Sponsor to cover for certain operating expenses. 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 our officers and directors may, but are not obligated
to, provide the Company working capital loans.

 As of December 31, 2024, there was approximately
$4,773,208 of borrowings outstanding and $240,000 of related administrative fees owed to the Sponsor under the following promissory notes:

 During the year ended December 31, 2022, the Company issued
a number of unsecured promissory notes (the "2022 Notes") totaling $258,780 to certain executive officers and affiliates
of the Company. The proceeds of the 2022 Notes was used for general working capital purposes. The 2022 Notes bear no interest and is
payable in full upon the earlier to occur of (i) the Termination Date or (ii) the consummation of the Company's Business Combination.
Failure to pay the principals within five business days of the date specified above or the commencement of a voluntary or involuntary
bankruptcy action shall be deemed an event of default, in which case the 2022 Notes may be accelerated. As of December 31, 2024 and 2023,
$227,208 is outstanding under the 2022 Notes.

 On January 18, 2023, the Company issued an unsecured promissory
note (the "2023 Note") in the amount of $230,000 to the Sponsor. The proceeds of the 2023 Note was used for general working
capital purposes. The 2023 Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation of the Company's
Business Combination or (ii) the date that the winding up of the Company is effective. A failure to pay the principal within five business
days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed an event of default,
in which case the 2023 Note may be accelerated. At the election of the Sponsor, all or a portion of the unpaid principal amount of the
2023 Note may be converted into warrants of the Company, at a price of $1.50 per warrant, each warrant exercisable for one Class A ordinary
share of the Company. The warrants shall be identical to the private placement warrants issued to the Sponsor at the time of the Company's
IPO. As of December 31, 2024 and 2023, $230,000 is outstanding under this 2023 Note.

 On January 30, 2023, the Company issued an unsecured promissory
note, in the amount of $3,000,000 to the Sponsor (the "Extension Note"). The Sponsor funded the initial principal amount
of $450,000 on January 30, 2023. The Extension Note does not bear interest and matures upon closing of the Company's Business Combination.
In the event that the Company does not consummate a Business Combination, the Extension Note will be repaid only from amounts remaining
outside of the Trust Account, if any. The proceeds of the Extension Note was deposited in the Trust Account. At the election of the payee,
$1,270,000 of the total principal amount of the Extension Note may be converted, in whole or in part, at the option of the lender into
warrants of the Company at a price of $1.50 per warrant, which warrants will be identical to the private placement warrants issued to
the Sponsor at the time of the IPO of the Company. As of December 31, 2024 and 2023, $2,951,000 and $2,901,000 is outstanding under this
Extension Note.

 On January 30, 2024, the Company issued an unsecured promissory
note (the "2024 Note") in the amount of $1,660,000 to the Sponsor. The 2024 Note does not bear interest and matures upon
closing of the Business Combination. In the event that the Company does not consummate a Business Combination, the 2024 Note will be
repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. As of December 31, 2024,
$1,365,000 is outstanding under the 2024 Note.

 We cannot provide any assurance that new financing
along the lines detailed above will be available to us on commercially acceptable terms, if at all. Further, we have until the Termination
Date to consummate a Business Combination, but we cannot provide assurance that we will be able to consummate a Business Combination
by that date. If a Business Combination is not consummated by the required date, there will be a mandatory liquidation and subsequent
dissolution. In connection with the Company's assessment of going concern considerations in accordance with ASU 2014-15, "Disclosures
of Uncertainties about an Entity's Ability to Continue as a Going Concern," the liquidity condition and mandatory liquidation
raise substantial doubt about the Company's ability to continue as a going concern until the earlier of the consummation of the
Business Combination or January 29, 2026, the date the Company is required to liquidate. These financial statements do not include any
adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the
Company be unable to continue as a going concern.

 We intend to complete our Business Combination
before the mandatory liquidation date; however, there can be no assurance that we will be able to consummate any Business Combination
by the Termination Date. If the Company's estimates 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, the Company may have insufficient funds available
to operate its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete
a Business Combination or because it becomes obligated to redeem a significant number of its Public Shares upon completion of a Business
Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination.

 Results of Operations

 Our entire activity from inception through December 31, 2024 related
to our formation, the preparation for the Initial Public Offering, and since the closing of the Initial Public Offering, the search for
a prospective Business Combination. We have neither engaged in any operations nor generated any revenues to date. We will not generate
any operating revenues until after completion of our Business Combination. We generate non-operating income in the form of interest income
and dividends on cash and investments held in the Trust Account. We expect to incur increased expenses as a result of being a public company
(for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

 For the year ended December 31, 2024, we had a net loss of approximately
$248,000, which included a loss from operations of approximately $1,600,000, partially offset by interest earned on investments held in
the Trust Account of approximately $1,300,000 and a gain from the change in fair value of warrant liabilities of approximately $47,000.

 For the year ended December 31, 2023, we had a net loss of approximately
$3,600,000, which included interest earned on investments held in the Company's Trust Account of approximately $3,000,000 and a
gain from the change in fair value of warrant liabilities of approximately $200,000, partially offset by a loss from operations of $3,560,000.

 Contractual Obligations

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

 Registration Rights

 The initial shareholders and holders of the private placement warrants
will be entitled to registration rights pursuant to a registration rights agreement. The initial shareholders and holders of the private
placement warrants will be entitled to make up to three demands, excluding short form registration demands, that register such securities
for sale under the Securities Act. In addition, these holders will have "piggy-back" registration rights to include their
securities in other registration statements filed by us. We will bear the expenses incurred in connection with the filing of any such
registration statements.

 Underwriting Agreement

 We paid an underwriting discount of 2% of the per Unit offering price,
or approximately $6,200,000 in the aggregate at the closing of the Initial Public Offering, and agreed to pay the Deferred Underwriting
Fees (as defined below) of 3.5% of the gross offering proceeds, or approximately $10,850,000 in the aggregate upon the Company's
completion of an Initial Business Combination (the "Deferred Underwriting Fees"). The Deferred Underwriting Fees will become
payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its initial Business
Combination.

 Critical Accounting Estimates

 This management's discussion and analysis of our financial condition
and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these
financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and
expenses and the disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate our estimates
and judgments, including those related to fair value of financial instruments and accrued expenses. We base our estimates on historical
experience, known trends and events and various other factors that we believe to be reasonable under the circumstances, the results of
which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other
sources. One of the more significant accounting estimates included in these financial statements is the determination of the fair value
of the warrant liability. Such estimates may be subject to change as more current information becomes available and, accordingly, actual
results may differ from these estimates under,different assumptions or conditions.

 Recent Accounting Pronouncements

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

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

 Off-Balance Sheet Arrangements

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

 Inflation

 We do not believe that inflation had a material impact on our business,
revenues or operating results during the period presented.

 JOBS Act

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

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

 Item 7A. Quantitative and Qualitative
Disclosures about Market Risk

 On January 27, 2023, we liquidated the U.S. government treasury obligations
or money market funds held in the Trust Account. The funds in the Trust Account are maintained in cash in an interest-bearing demand deposit
account at a bank until the earlier of our initial Business Combination or our liquidation. Interest on such deposit account is currently
approximately 2.5% - 3.0% per anum, but such deposit account carries a variable rate, and we cannot assure you that such rate will not
decrease or increase significantly.

 Item 8. Financial Statements and Supplementary
Data

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

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

 None.

 Item 9A. Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls are procedures that are designed with the objective
of ensuring that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized,
and reported within the time period specified in the SEC's rules and forms. Disclosure controls are also designed with the objective
of ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial
officer, as appropriate to allow timely decisions regarding required disclosure.

 Under the supervision and with the participation of our management,
including our principal executive officer and principal financial and accounting officer, we conducted an evaluation of the effectiveness
of our disclosure controls and procedures as of the end of the fiscal year ended December 31, 2024, as such term is defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial and accounting
officer have concluded that during the period covered by this Annual Report, our disclosure controls and procedures were effective. Accordingly,
management believes that the financial statements included in this Annual Report present fairly in all material respects our financial
position, results of operations and cash flows for the period presented.

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

 Management's Report on Internal Controls Over Financial
Reporting

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

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

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

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

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

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

 Changes in Internal Control over Financial Reporting

 There was no change in our internal control over financial reporting
that occurred during the period ended December 31, 2024 covered by this Annual Report that has materially affected, or is reasonably likely
to materially affect, our internal control over financial reporting.

 Item 9B. Other Information.

 During the year ended December 31, 2024, none of our directors or executive
officers adopted or terminated any contract, instruction or written plan for the purchase or sale of our securities to satisfy the affirmative
defense conditions of Rule 10b5-1(c) or any "non-Rule 10b5-1 trading arrangement," as such term is defined in Item 408(a)
of Regulation S-K.

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

 Not applicable.

 Item 10. Directors, Executive Officers
and Corporate Governance

 Directors and Executive Officers

 Name

 Age

 Position

 Officers

 Chief Excutive Officer

 Richard C. Davis

 President

 Jarett Goldman

 Chief Financial Officer

 Graeme Shaw

 Chief Technology Officer

 Directors

 Chairman and Director

 Richard C. Davis

 Heiko Faass

 Independent Director

 Nicole Schepanek

 Independent Director

 Bob Stafanowski

 Independent Director

 Management

 Chandra R. Patel has served as our Chief Executive Officer,
Chairman and Director of the board since the sponsor handover and is the founder of Antarctica Capital and has served as the managing
partner of Antarctica Capital since 2010. Antarctica Capital is an alternative asset manager headquartered in New York. Mr. Patel is responsible
for Antarctica Capital's strategic direction and core relationships and leads the firm's key expansion initiatives. He developed
the real assets business for Antarctica Capital and its SIGA, SARO and SEREY investment strategies. Mr. Patel co-founded
Antarctica Capital's private equity business and raised its first real estate fund. Mr. Patel served as the Chief Executive Officer
and Chairman of the board of Global Partner Acquisition Corp II (" GPAC ") from January 2023 until July 2024 and served
on the board of Stardust Power, Inc. from July 2024 until December 2024. Mr. Patel served as the chairman of the board of directors of
Endurance Acquisition Corp. (" Endurance ") from April 2021 until the completion of its Business Combination with SatixFy
Communications Ltd. (" SatixFy ") in October 2022. Previously, he invested in a portfolio of companies in technology
and healthcare, and he was involved in a number of cross-border transactions and policy initiatives. Mr. Patel also founded and held senior
management positions at a variety of technology and information services companies and was an associate at a leading New York law firm.
He sits on the boards of American Life & Security Corp., Weddell Holdings, EarthDaily Analytics Corp., EarthDaily Constellation Group
Inc., Technical Realty Group USA, eCommunity Holdings and Play Rugby USA. Mr. Patel also sits on the Executive Committee of the North
American Advisory Board of the London School of Economics. Mr. Patel graduated from the University of Kansas (Bachelors of Arts), Summa
Cum Laude, London School of Economics (Master of Science), and Boston College (Juris Doctor). We believe that Mr. Patel is well qualified
to serve on our board due to his extensive experience in private equity transactions and as the founder and managing partner of Antarctica
Capital.

 Richard C. Davis has served as our President and Director
since the sponsor handover and is a highly experienced executive with over 25 years of experience in corporate finance, private equity
and the space industry. Mr. Davis has served as the chief executive officer and a member of the board of directors of Endurance from
April 2021 until the completion of its Business Combination with SatixFy in October 2022. Since March 2021, he has served as a managing
director of ADP. He is also a founder and managing member of ArgoSat Advisors, a premier global advisory firm focused on the space industry
that was founded in 2009. Mr. Davis also serves on the boards of SatixFy, EarthDaily Analytics Corp., EarthDaily Constellation Group
Inc., AscendArc and Descartes Labs Government, Inc. Prior to ArgoSat, Mr. Davis was president, and later interim-CFO, for ProtoStar,
a communications satellite operator which raised over $500 million and launched two DTH satellites over Asia. Earlier in his career,
Mr. Davis was a private equity investor Principal at VantagePoint Venture Partners, a private equity and venture capital firm with $4
billion of assets under management. His focus was on media/telecom as well as semiconductors/semiconductor capital equipment. Before
that he was a vice president and founding member of the Lehman Brothers Communication Fund which was an $800 million private equity fund
focused on communications infrastructure investments. In these roles, Mr. Davis was involved in equity and debt investments, asset acquisitions
and dispositions and mergers and other Business Combinations or spin-offs for approximately two dozen companies in various investment
lifecycle stages. Mr. Davis started his corporate finance career as an associate at Salomon Brothers. Mr. Davis was formerly an instructor
pilot in the United States Air Force. He received his B.S. in Astrophysics (cum laude) from the University of Minnesota, and his MBA
from the University of Virginia. We believe that Mr. Davis is well qualified to serve on our board due to his extensive experience in
private equity transactions.

 Jarett Goldman has served as our Chief Financial Officer
since the sponsor handover and is an experienced investment professional with 17+ years of global experience in corporate finance, principal
investing, and capital markets. Mr. Goldman served as the Chief Financial Officer of GPAC from January 2023 until July 2024. Mr. Goldman
is currently a director at Antarctica Capital and is responsible for transaction execution, asset management and business development
within the firm's digital infrastructure and real assets-focused investment strategies and serves on the boards of Weddell Holdings
and EarthDaily Constellation Group Inc. Mr. Goldman possesses experience across capital markets, investment, and business development
roles with a recent focus on digital, transportation, and space infrastructure. Prior to his role at Antarctica Capital, Mr. Goldman held
a number of positions at Citi in New York and Hong Kong. In his last position he served as a vice president and regional product head
for Citi's Issuer Services business in Asia Pacific, with full P&L responsibility over 18 countries and oversight over strategy,
product development, transaction structuring, marketing, operations, technology and financial management. Mr. Goldman holds a Bachelor
of Science in Policy Analysis and Management and Mandarin Chinese from Cornell University and a Master of Business Administration from
Columbia Business School.

 Graeme Shaw has served as our Chief Technology Officer
since the sponsor handover and is an innovative, respected technologist and business strategist with over two decades of progressive experience
in the aerospace and telecommunications industries. An expert in satellite engineering, telecommunications and business development, Dr.
Shaw has extensive global experience in conceiving, designing, selling, buying, financing, managing, monitoring and operating satellite
and technology projects. Mr. Shaw served as the Chief Technology Officer of GPAC from January 2023 until July 2024. Mr. Shaw served as
the chief technology officer of Endurance from September 2021 until the completion of its Business Combination with SatixFy in October
2022. Since March 2021, he has served as a managing director of ADP. He is also a founder and managing member of ArgoSat Advisors, a premier
global advisory firm focused on the space industry that was founded in 2009. As part of his duties with ArgoSat, Dr. Shaw supports clients
in leading the design, development, procurement and management of many new satellite projects and financings. He acts as technical advisor
to financial sector clients to provide due diligence on multibillion-dollar investments or M&A transactions. Prior to ArgoSat, Dr.
Shaw served as senior director of business development for Orbital Sciences Corporation where he led the Asia Pacific sales activities.
Dr. Shaw has ScD and SM degrees in Aeronautics/Astronautics from the Massachusetts Institute of Technology and a BEng degree from Imperial
College, London.

 Board of Directors

 Heiko Faass has served as a Director since 2023 and
is an experienced entrepreneur, advisor and private investor across Europe, United States and Latin America with over 20 years of vast
experience in principal investing, turnaround and special situations, capital markets and corporate management. Mr. Faass serves as CEO
of a family office and is a Senior Advisor at Octinity Corporate Advisory solving challenging and complex, high value situations around
the globe. Mr. Faass has served as CEO of a corporate advisory firm as well as a media company and from 2008 to 2012 as Chief Executive
Officer of a joint venture to develop a $400 million dollar health luxury resort overseeing all aspects from business planning, capital
raising and development planning for a hotel complex, several hundred apartments and villas. Prior to that, from 2001-2005, Mr. Faass
served as the co-founder and manager of a M&A Boutique Firm in Frankfurt, Germany, where he was responsible for deal generation and
overseeing all operations. Mr. Faass has held management and partner positions across a series of industries, sizes and in Germany and
the United States. Mr. Faass has been involved in the origination, review, structuring and execution of transactions from startups to
restructuring cases to large real estate and real estate developments with a special focus on technology, manufacturing, commercial real
estate and real estate development. In 2024, the German President Frank Walter Steinmeier, together with German Foreign Minister Annalena
Baerbock, appointed him Honorary Consul of the Federal Republic of Germany. We believe that Mr. Faass is well qualified to serve on our
board due to his extensive experience as founder and executive of a series of companies and his experience in private equity and real
estate transactions.

 Nicole Schepanek has served as a Director since 2023
and has a long history in management positions and in supervisory roles for companies. Since 2021, Ms. Schepanek has been the managing
partner and co-founder of Aureus Capital, an active private equity investor with a focus on B2B financial services companies with a tech
angle and a corporate finance advisor for fast-growing companies, especially in the financial services sector, housed in the Berlin, Germany
office in Sch nefeld. Since 2024, Nicole has served as the head of risk & data services and managing director of Swiss Re, one
of the world's leading providers of reinsurance. From 2018 to 2021, Ms. Schepanek was managing director and partner in the New York
City, USA office of the Boston Consulting Group. In this role, Ms. Schepanek focused on strategic finance, risk, and capital management,
as well as strategy, (digital) innovation, and strategic M&A topics of Tier I insurance and banking groups. Prior to this, Ms. Schepanek
established Aureus Advisory in 2010, a consulting boutique that provided both traditional consulting and digital advisory support, which
she ran until 2018. The Tier I insurance and banking groups that Aureus Advisory supported spanned clients located in France, Germany,
Italy, Switzerland, United Kingdom, and the United States. From 2008 to 2010, Ms. Schepanek was the Head of Financial Institutions and
Compliance for SPQR Capital, a Private Equity Investor in London, the United Kingdom. Similarly, she was the Vice President of EMEA Financial
Institutions Groups, Bank of America in London, the United Kingdom from 2007 to 2008. Prior to that, Ms. Schepanek was as Principal part
of the Risk Management & Insurance team at Oliver Wyman, working in both the Global Insurance Leadership and Global Risk Management
teams, from 2005 to 2007 and as part of the Financial Services group from 1998 to 2003. Between Ms. Schepanek's time at Oliver Wyman,
Ms. Schepanek spent a year with McKinsey & Company in its Risk Management and Insurance group. Ms. Schepanek is currently a member
of AlphaQs Supervisory Board, is the Chair of the Development Board at Autistica - a leading UK-based autism medical research charity
-, and the audit committee chair for Swiss Insurtech Hub. Ms. Schepanek received her Corporate Governance Certificate in 2022 from INSEAD
Int. Directors Program. Prior to that, Ms. Schepanek studied for and received her Masters in Mathematics with minors in economics and
statistics in 1998. We believe that Ms. Schepanek is well qualified to serve on our board due to her extensive experience as a managing
director, work with global Tier I insurance and banking groups, and knowhow of private equity transactions.

 Bob Stefanowski has served as a Director since 2023 and
has over 30 years of experience in finance, business turnarounds, strategy, board governance and regulatory compliance. Mr. Stefanowski
is a former Certified Public Accountant, Certified Financial Analyst and Certified Fraud Examiner. Mr. Stefanowski's senior roles
included Chief Financial Officer of the Investment Banking Division of UBS and an Officer of the General Electric Company. Mr. Stefanowski
was previously the President and Chief Executive Officer of DFC Global, a Consumer Lender owned by Lone Star Private Equity. Prior to
that, he was the Chief Financial Officer of UBS's Investment Bank headquartered in London, UK. Mr. Stefanowski previously ran the
US Operations of 3i Private Equity, a UK FTSE company. Mr. Stefanowski came to 3i from General Electric where he served as CEO of GE Corporate
Finance Europe. Mr. Stefanowski was appointed a Company Officer by the GE Board of Directors in April 2006, becoming one of the top leaders
in a company with 300,000 employees. He was Chairman of the Board of Directors of GE Heller Bank AG (Mainz, Germany), GE Corporate Finance
Bank (London, UK) GE Business Finance (Milan, Italy), GE Artesia Bank NV (Amsterdam, Netherlands) and a Board Member of GE Facto France
(Paris, France) and BPH Bank (Warsaw, Poland). Mr. Stefanowski also held various M&A, Finance and Sales roles in his 14-year career
with GE. Previously, he was a senior accountant with Price Waterhouse Coopers in Hartford, CT, a Litigation Consultant in Los Angeles,
California and Managing Director of M&A for Brink's Incorporated. Mr. Stefanowski earned a BS in Accounting from Fairfield University
and an MBA from Cornell University. Mr. Stefanowski has authored two books "Making M&A Deals Happen" published in February
2007 and "Material Adverse Change" published in September 2017. We believe that Mr. Stefanowski is well qualified to serve
on our board due to his extensive experience in board governance, finance, and successful management of business shifts.

 Number and Terms of Office of Officers and Directors

 Our board of directors is divided into three classes, with only one
class of directors being appointed in each year, and with each class (except for those directors appointed prior to our first annual
general meeting) serving a three-year term. The term of office of the first class of directors, consisting of Chandra R. Patel and Richard
C. Davis, will expire at our first general annual meeting. The term of office of the second class of directors, consisting of Heiko Faass
and Nicole Schepanek, will expire at our second annual general meeting. The term of office of the third class of directors, consisting
of Bob Stefanowski, will expire at our third annual general meeting.

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

 Pursuant to an agreement entered into prior to the closing of the IPO,
our Sponsor, upon and following consummation of a Business Combination, will be entitled to nominate three individuals for appointment
to our board of directors, as long as the Sponsor holds any securities covered by the registration and shareholder rights agreement.

 Our officers are appointed by the board of directors and serve at the
discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons
to the offices set forth in our amended and restated memorandum and articles of association as it deems appropriate. Our amended and restated
memorandum and articles of association provides that our officers may consist of one or more chairman of the board, chief executive officer,
chief financial officer, chief business officer, president, vice presidents, secretary, treasurer and such other offices as may be determined
by the board of directors.

 Director Independence

 The rules of OTCQX Best Market and OTCQB Venture Market require
that two members of our board of directors be independent. An "independent director" is defined generally means a person other
than an executive officer or employee of the Company or any other individual having a relationship which, in the opinion of the Company's
board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Heiko
Faass, Nicole Schepanek and Bob Stefanowski are our independent directors, as defined in the OTCQX Best Market and OTCQB Venture
Market listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent
directors are present.

 Executive Officer and Director Compensation

 None of our executive officers or directors have received any cash
compensation for services rendered to us, other than $25,000 that was paid to each of our independent directors in 2023 for their role
on a special committee to consider a potential business combination. Commencing on the date that our securities were first listed on NYSE
through the earlier of consummation of our Business Combination and our liquidation, we will reimburse our Sponsor for office space, secretarial
and administrative services provided to us, and other obligations of our Sponsor, in the amount of up to $10,000 per month. In addition,
our Sponsor, executive officers and directors, or any of their respective affiliates will be reimbursed for any out-of- pocket expenses
incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable
Business Combinations. Our audit committee will review on a quarterly basis all payments that were made by us to our Sponsor, executive
officers or directors, or our or their affiliates. Any such payments prior to a Business Combination will be made using funds held outside
the Trust Account. Other than quarterly audit committee review of such reimbursements, we do not expect to have any additional controls
in place governing our reimbursement payments to our directors and executive officers for their out-of-pocket expenses incurred in connection
with our activities on our behalf in connection with identifying and consummating a Business Combination. Other than these payments and
reimbursements, no compensation of any kind, including finder's and consulting fees, will be paid by the company to our Sponsor,
executive officers and directors, or any of their respective affiliates, prior to completion of our Business Combination.

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

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

 Committees of the Board of Directors

 Our board of directors have three standing committees: an audit committee,
a nominating committee and a compensation committee.

 Subject to phase-in rules and a limited exception, the rules of Rule
10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of independent directors. Each committee
will operate under a charter that has been approved by our board and will have the composition and responsibilities described below. The
charter of each committee is available on our website.

 Audit Committee

 Heiko Faass, Nicole Schepanek and Bob Stefanowski will serve as members
of our audit committee. Our board of directors has determined that each of Heiko Faass, Nicole Schepanek and Bob Stefanowski are independent.
Bob Stefanowski will serve as the Chairman of the audit committee. Each member of the audit committee is financially literate and our
board of directors has determined that they each qualify as an "audit committee financial expert" as defined in applicable
SEC rules and has accounting or related financial management expertise.

 The audit committee is responsible for:

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

 monitoring the independence of the independent registered public accounting firm;

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

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

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

 appointing or replacing the independent registered public accounting firm;

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

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

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

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

 Nominating Committee

 The members of our nominating committee are Heiko Faass, Nicole Schepanek
and Bob Stefanowski. Nicole Schepanek will serve as Chairman of the nominating committee. Our board of directors has determined that each
of Heiko Faass, Nicole Schepanek and Bob Stefanowski are independent.

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

 Guidelines for Selecting Director Nominees

 The guidelines for selecting nominees, which is specified in a charter
to be adopted by us, generally provide that persons to be nominated:

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

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

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

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

 Compensation Committee

 The members of our compensation committee are Heiko Faass, Nicole Schepanek
and Bob Stefanowski. Heiko Faass will serve as Chairman of the compensation committee.

 Our board of directors has determined that each of Heiko Faass, Nicole
Schepanek and Bob Stefanowski are independent. We have adopted a compensation committee charter, which details the principal functions
of the compensation committee, including:

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

 reviewing and approving the compensation of all of our other Section 16 executive officers; reviewing our executive compensation policies
and plans;

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

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

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

 producing a report on executive compensation to be included in our annual proxy statement; and reviewing, evaluating and recommending
changes, if appropriate, to the remuneration for directors; and

 administrating the Company's Clawback Policy (as defined below).

 The charter will also provide 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 the OTC and the SEC.

 Compensation Committee Interlocks and Insider Participation

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

 Section 16(a) Beneficial Ownership Reporting Compliance

 Section 16(a) of the Exchange Act requires our officers, directors
and persons who beneficially own more than ten percent of our ordinary shares to file reports of ownership and changes in ownership with
the SEC. These reporting persons are also required to furnish us with copies of all Section 16(a) forms they file. Based solely upon a
review of such forms, we believe that during the years ending December 31, 2024 and 2023, there were no delinquent filers.

 Clawback Policy

 Our board of directors has adopted a Clawback Policy (the "Clawback
Policy") designed to comply with Section 10D of the Exchange Act, the rules promulgated thereunder, and the listing standards of
OTCQX Best Market and OTCQB Venture Market. The Clawback Policy is also filed as an exhibit to this Annual Report. The Company
believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity
and accountability and that reinforces the Company's pay-for-performance compensation philosophy. The Company's board of
directors therefore adopted the Clawback Policy, which provides for the recoupment of certain executive compensation in the event that
the Company is required to prepare an accounting restatement of its financial statements due to material noncompliance with any financial
reporting requirement under the federal securities laws. The Clawback Policy is administered by the Company's compensation committee.
Any determinations made by the compensation committee are final and binding on all affected individuals. The Clawback Policy applies
to the Company's current and former executive officers (as determined by the compensation committee in accordance with Section
10D of the Exchange Act, the rules promulgated thereunder, and the listing standards of OTCQX Best Market and OTCQB Venture
Market) and such other senior executives or employees who may from time to time be deemed subject to the Clawback Policy by the compensation
committee.

 Insider Trading Policy

 We are committed to promoting high standards of ethical business conduct
and compliance with applicable laws, rules, and regulations. As part of this commitment, we adopted our Insider Trading Policy on January
8, 2021, governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees, and all other
individuals. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and
OTCQX Best Market and OTCQB Venture Market listing standards. A copy of our Insider Trading Policy is filed as Exhibit 19.1
to this Annual Report.

 Code of Ethics

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

 Conflicts of Interest

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

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

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

 directors should not improperly fetter the exercise of future discretion;

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

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

 duty to exercise independent judgment.

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

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

 Each of our officers and directors presently has, and any of them in
the future may have additional, fiduciary or contractual obligations to another entity, pursuant to which such officer or director is
or will be required to present a Business Combination opportunity to such entity. Accordingly, if any of our officers or directors becomes
aware of a Business Combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual
obligations, he or she will honor his or her fiduciary or contractual obligations to present such Business Combination opportunity to
such entity, and may only decide to present it to us if such entity rejects the opportunity and consummating the same would not violate
any restrictive covenants to which such officers and directors are subject. Notwithstanding the foregoing, we may pursue an acquisition
opportunity with an entity to which an officer or director has a fiduciary or contractual obligation. Any such entity may co-invest with
us in the target business at the time of our Business Combination, or we could raise additional proceeds to complete the acquisition by
issuing to such entity a class of equity or equity-linked securities. Our amended and restated memorandum and articles of association
provide that, to the fullest extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any
duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business
activities or lines of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate
in, any potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on
the other. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially
affect our ability to complete our Business Combination.

 Individual

 Entity

 Entity's Business

 Affiliation

 Officers

 Antarctica Capital

 Alternative Asset Manager

 Founder and Managing Partner

 EarthDaily Analytics Corp.

 Earth Observation and Data Analytics Company

 EarthDaily Constellation Group Inc.

 Earth Observation and Data Analytics Company

 American Life & Security Corp.

 Insurance Company

 Chairman

 Weddell Holdings

 Reinsurance Company

 Technical Realty Group USA

 Data Center Owner and Operator

 eCommunity Holdings

 Fiber Asset Owner and Operator

 Play Rugby USA

 Non-profit youth development organization

 London School of Economics

 University

 Board Member of Executive Committee

 Richard C. Davis

 Antarctica Capital

 Alternative Asset Manager

 Managing Director

 ArgoSat Advisors

 Global Advisory Firm

 Founder and Managing Member

 EarthDaily Analytics Corp.

 Earth Observation and Data Analytics Company

 EarthDaily Constellation Group Inc.

 Earth Observation and Data Analytics Company

 SatixFy Communications Ltd

 Satellite Communications Systems Company

 Board Member

 AscendArc

 Satellite Communications Company

 Board Member

 Descartes Labs Government, Inc.

 Geospatial Analytics Company

 Jarett Goldman

 Antarctica Capital

 Alternative Asset Manager

 EarthDaily Constellation Group Inc.

 Geospatial Analytics Company

 Weddell Holdings

 Reinsurance Company

 Graeme Shaw

 ArgoSat Advisors

 Global Advisory Firm

 Founder and Managing Member

 Directors (Including Director Nominees)

 Heiko Faass

 –

 –

 –

 Nicole Schepanek

 Aureus Capital

 Private Equity Investor

 Managing Partner

 Swiss Re

 Insurance

 Managing Director & Head of Risk & Data Services

 CN 4 Portfolio AG

 Insurance

 Deputy Chair

 Bob Stefanowski

 Lolo Consulting

 Financial Consulting

 Founder

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

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

 Our Old Sponsor subscribed for founder shares prior to the date of the IPO and affiliates of our Old Sponsor purchased private placement
warrants in a transaction that closed simultaneously with the closing of the IPO. Pursuant to the 2023 Shareholder Meeting, such founder
shares and private placement warrants have been subsequently transferred to our Sponsor. Our Sponsor and our team have entered into an
agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares and any public
shares purchased during or after the IPO in connection with (i) the completion of our Business Combination and (ii) a shareholder vote
to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing
of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our Business
Combination or to redeem 100% of our public shares if we do not complete our Business Combination by the Termination Date, or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-Business Combination activity.
Additionally, our Sponsor has agreed to waive its rights to liquidating distributions from the Trust Account with respect to its founder
shares if we fail to complete our Business Combination within the required time period. If we do not complete our Business Combination
within the required time period, the private placement warrants and the underlying securities will expire worthless. Except as described
herein, our Sponsor and our team have agreed not to transfer, assign or sell any of their founder shares until the earliest of (A) one
year after the completion of our Business Combination and (B) subsequent to our Business Combination, (x) if the closing price of our
Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our Business
Combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization or other similar transaction that
results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property. With
certain limited exceptions, private placement warrants and the Class A ordinary shares underlying such warrants, will not be transferable
until 30 days following the completion of our Business Combination. Because each of our executive officers and director nominees will
own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular target
business is an appropriate business with which to effectuate our Business Combination.

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

 We are not prohibited from pursuing a Business Combination or subsequent
transaction with a company that is affiliated with our Sponsor or any member of our team. In the event we seek to complete our Business
Combination with a company that is affiliated with our Sponsor or any of our founders, officers or directors, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm or an independent valuation or accounting firm that such
Business Combination or transaction is fair to our company from a financial point of view. We are not required to obtain such an opinion
in any other context. Furthermore, in no event will our Sponsor or any of our existing officers or directors, or any of their respective
affiliates, be paid by us any finder's fee, consulting fee or other compensation prior to, or for any services they render in order
to effectuate, the completion of our Business Combination. Further, commencing on the date our securities are first listed on NYSE, we
will also reimburse our Sponsor for office space, secretarial and administrative services provided to us, and other obligations of our
Sponsor, in the amount of up to $10,000 per month.

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

 If we seek shareholder approval, we will complete our Business Combination
only if we receive approval pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority
of the shareholders who attend and vote at a general meeting of the company. In such case, our Sponsor and each member of our team have
agreed to vote their founder shares and public shares purchased during or after the IPO in favor of our Business Combination.

 Item 11. Executive Compensation.

 None of our officers or directors have received or, prior to our Business
Combination, will receive any cash compensation for services rendered to us, other than $25,000 that was paid to each of our independent
directors in 2023 for their role on a special committee to consider a potential business combination. We paid our Old Sponsor, and following
the Extension, we pay our Sponsor up to $10,000 per month for office space, administrative and support services. Our Sponsor, officers
and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our audit
committee will review on a quarterly basis all payments that were made to our Sponsor, officers, directors or our or any of their affiliates.

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

 We are not party to any agreements with our executive officers and
directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements
may influence our management's motivation in identifying or selecting a target business, and we do not believe that the ability
of our management to remain with us after the completion of our Business Combination should be a determining factor in our decision to
proceed with any potential Business Combination.

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

 The following table sets forth information regarding the beneficial
ownership of our ordinary shares available to us at April 1, 2025, with respect to our ordinary shares held by:

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

 each of our executive officers, directors and director nominees; and all our executive officers and directors as a group.

 Unless otherwise indicated, we believe that all persons named in the
table have sole voting and investment power with respect to all of our ordinary shares beneficially owned by them. In the table below,
percentage ownership is based on 7,814,302 ordinary shares, consisting of (i) 7,664,302 Class A ordinary shares and (ii) 150,000 Class
B ordinary shares, issued and outstanding as of April 1, 2025. As a result, the below table accounts for redemption of shares that occurred
in connection with the 2025 Shareholder Meeting held on January 27, 2025. The following table does not reflect record or beneficial ownership
of the private placement warrants as these warrants are not exercisable within 60 days of the date of this report.

 Class A ordinary shares

 Class B ordinary shares

 Ordinary

 shares

 Number of

 Shares

 Beneficially

 Approximate

 Percentage

 Number of

 Shares

 Beneficially

 Approximate

 Percentage

 Approximate

 Percentage

 of Voting

 Name of Beneficial Owners

 Owned

 of Class

 Owned

 of Class

 Control

 Five Percent Holders

 Constellation Sponsor LP (our Sponsor) (1)(2)(3)

 7,600,000

 99.16
 %

 150,000

 %

 99.18
 %

 Directors and Executive Officers of Constellation

 Chandra R. Patel (2)

 —

 —

 —

 —

 —

 Jarett Goldman (2)

 —

 —

 —

 —

 —

 Richard C. Davis (2)

 —

 —

 —

 —

 —

 Graeme Shaw (2)

 —

 —

 —

 —

 —

 Nicole Schepanek (2)(3)(4)

 —

 —

 38,750

 25.8
 %

 *

 Heiko Faass (2)(3)(5)

 —

 —

 38,750

 25.8
 %

 *

 Bob Stefanowski (2)(3)(6)

 —

 —

 38,750

 25.8
 %

 *

 All officers and directors as a group (7 individuals)

 —

 —

 116,250

 77.5
 %

 1.1
 %

 *

 Less than one percent.

 1)
 In connection with the closing of the transactions contemplated by the Investment Agreement, on January 26, 2023, the Old Sponsor
underwent a reorganization pursuant to which the limited partners of the Old Sponsor transferred all of their limited partnership interests
to the Sponsor, a newly formed Delaware limited partnership. On January 26, 2023, the Old Sponsor was liquidated pursuant to applicable
law by the retirement of the general partner of the Old Sponsor (the second to last partner of the Old Sponsor) and all securities held
by the Old Sponsor were distributed by operation of law to its sole remaining limited partner, the Sponsor, following which, on January
30, 2023, control of the Old Sponsor was transferred to affiliates of Antarctica Capital Partners, LLC, including Antarctica Endurance
Manager, LLC. Antarctica Endurance Manager, LLC, is the general partner of the Sponsor. There are three managers of Antarctica Endurance
Manager, LLC. Each manager has one vote, and the approval of a majority is required to approve an action of Antarctica Endurance Manager,
LLC. Under the so-called "rule of three", if voting and dispositive decisions regarding an entity's securities are made
by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none
of the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regards to Antarctica Endurance
Manager, LLC. Based upon the foregoing analysis, no individual manager of Antarctica Endurance Manager, LLC exercises voting or dispositive
control over any of the securities held by the Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly,
none of them will be deemed to have or share beneficial ownership of such securities.

 (2)
 The business address of each of the following entities and individuals is 200 Park Avenue, 32nd Floor, New York, New York 10166.

 (3)
 Interests shown consist solely of founder shares, classified as Class B ordinary shares. The Class B ordinary shares will automatically
convert into Class A ordinary shares at the time of our Business Combination.

 (4)
 Includes 38,750 shares of Class B ordinary shares beneficially owned directly by Ms. Schepanek.

 (5)
 Includes 38,750 shares of Class B ordinary shares beneficially owned directly by Mr. Faass.

 (6)
 Includes 38,750 shares of Class B ordinary shares beneficially owned directly by Mr. Stefanowski.

 Our Sponsor and our team have entered into an agreement with us, pursuant
to which they have agreed to waive their redemption rights with respect to their founder shares and any public shares purchased during
or after the IPO in connection with (i) the completion of our Business Combination and (ii) a shareholder vote to approve an amendment
to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our obligation to
provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our Business Combination or
to redeem 100% of our public shares if we do not complete our Business Combination by the Termination Date, or (B) with respect to any
other provision relating to the rights of holders of our Class A ordinary shares or pre-Business Combination activity. Further, our Sponsor
and each member of our team have agreed to vote their founder shares and public shares purchased during or after the IPO in favor of our
Business Combination.

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

 Transfers of Founder Shares and Private Placement Warrants

 The founder shares, private placement warrants and any Class A ordinary
shares issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the agreement
entered into by our Sponsor and our team. Our Sponsor and our team have agreed not to transfer, assign or sell (i) any of their founder
shares until the earliest of (A) one year after the completion of our Business Combination and (B) subsequent to our Business Combination,
(x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share
capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing
at least 150 days after our Business Combination, or (y) the date on which we complete a liquidation, merger, share exchange, reorganization
or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash,
securities or other property, and (ii) any of their private placement warrants and Class A ordinary shares issued upon conversion or exercise
thereof until 30 days after the completion of our Business Combination. The foregoing restrictions are not applicable to transfers (a)
to our officers or directors, any affiliates or family members of any of our officers or directors, any members or targets of our Sponsor
or their affiliates, any affiliates of our Sponsor, or any employees of such affiliates; (b) in the case of an individual, by gift to
a member of one of the individual's immediate family or to a trust, the beneficiary of which is a member of the individual's
immediate family, an affiliate of such person or to a charitable organization; (c) in the case of an individual, by virtue of laws of
descent and distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order;
(e) by private sales or transfers made in connection with the consummation of a Business Combination at prices no greater than the price
at which the founder shares, private placement warrants or Class A ordinary shares, as applicable, were originally purchased; (f) by virtue
of our Sponsor's organizational documents upon liquidation or dissolution of our Sponsor; (g) to the company for no value for cancellation
in connection with the consummation of our Business Combination; (h) in the event of our liquidation prior to the completion of our Business
Combination; or (i) in the event of our completion of a liquidation, merger, share exchange or other similar transaction which results
in all of our public shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent
to our completion of our Business Combination; provided, however, that in the case of clauses (a) through (f) these permitted transferees
must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained in the letter
agreement.

 Registration and Shareholder Rights

 The holders of the founder shares, private placement warrants, Class
A ordinary shares underlying the private placement warrants and warrants that may be issued upon conversion of working capital loans (and
any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion
of working capital loans) are entitled to registration rights pursuant to a registration and shareholder rights agreement signed on the
effective date of our IPO requiring us to register the securities for resale. 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 Business Combination. However, the registration
and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities Act to become
effective until termination of the applicable lock-up period, which occurs (i) in the case of the founder shares, as described in the
following paragraph, and (ii) in the case of the private placement warrants and the respective Class A ordinary shares underlying such
warrants, 30 days after the completion of our Business Combination. We will bear the expenses incurred in connection with the filing of
any such registration statements.

 Except as described herein, our Sponsor and our team have agreed not
to transfer, assign or sell (i) any of their founder shares until the earliest of (A) one year after the completion of our Business Combination
and (B) subsequent to our Business Combination, (x) if the closing price of our Class A ordinary shares equals or exceeds $12.00 per share
(as adjusted for share divisions, share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after our Business Combination, or (y) the date on which we complete a liquidation,
merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to
exchange their ordinary shares for cash, securities or other property, and (ii) any of their private placement warrants and Class A ordinary
shares issued upon conversion or exercise thereof until 30 days after the completion of our Business Combination. Any permitted transferees
will be subject to the same restrictions and other agreements of our Sponsor and team with respect to any founder shares, private placement
warrants and Class A ordinary shares issued upon conversion or exercise thereof.

 In addition, pursuant to an agreement entered into prior to our IPO,
our Sponsor, upon and following consummation of a Business Combination, will be entitled to nominate three individuals for appointment
to our board of directors, as long as the Sponsor holds any securities covered by the registration and shareholder rights agreement.

 Equity Compensation Plans

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

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

 On November 20, 2020, our Old Sponsor paid $25,000, or approximately
$0.003 per share, to cover for certain offering costs in consideration for 8,625,000 founder shares, which were subsequently transferred
to our Sponsor in the sponsor handover. The number of founder shares issued was determined based on the expectation that such founder
shares would represent 20% of the issued and outstanding shares upon completion of the IPO. In January 2021, our Old Sponsor transferred
43,125 of our founder shares to each of our three independent directors. In March 2021, each independent director forfeited 4,375 founder
shares and our Old Sponsor forfeited 861,875 founder shares. The founder shares (including the Class A ordinary shares issuable upon exercise
thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

 Affiliates of our Old Sponsor purchased 5,466,667 private placement
warrants for a purchase price of $8,200,000 in a private placement that occurred simultaneously with the closing of the IPO, which were
subsequently transferred to our Sponsor in the sponsor handover. As such, interest in this transaction for affiliates of our Sponsor is
valued at $8,200,000. The private placement warrants and Class A ordinary shares issued upon the exercise or conversion thereof may not,
subject to certain limited exceptions, be transferred, assigned or sold by the holder.

 As more fully discussed in the section of this Annual Report entitled
"Item 10. Directors, Executive Officers and Corporate Governance-Conflicts of Interest," if any of our officers or directors
becomes aware of a Business Combination opportunity that falls within the line of business of any entity to which he or she has then-current
fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity
to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take priority
over their duties to us.

 We currently maintain our executive offices at 200 Park Avenue, 32nd
Floor New York, NY, 10166. The cost for our use of this space is included in the fee of up to $10,000 per month that we will pay to our
Sponsor for office space, administrative and support services, and other obligations of our Sponsor, commencing on the date that our securities
are first listed on NYSE. Upon completion of our Business Combination or our liquidation, we will cease paying these monthly fees.

 No compensation of any kind, including finder's and consulting
fees, will be paid to our Sponsor, officers and directors, or any of their respective affiliates, for services rendered prior to or in
connection with the completion of a Business Combination, other than $25,000 that was paid to each of our independent directors in 2023
for their role on a special committee to consider a potential business combination. However, these individuals will be reimbursed for
any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing
due diligence on suitable Business Combinations. Our audit committee will review on a quarterly basis all payments that were made by us
to our Sponsor, officers, directors or our or their affiliates and will determine which expenses and the amount of expenses that will
be reimbursed.

 There is no cap or ceiling on the reimbursement of out-of-pocket expenses
incurred by such persons in connection with activities on our behalf.

 In November 2020, we issued an unsecured promissory note to one of
our executive officers. This loan was non-interest bearing, unsecured and due at the earlier of December 31, 2021 or the closing of the
IPO. At December 31, 2020, the amount borrowed under the note was $1,300. During the period from January 1, 2021 to January 28, 2021,
an additional $88,540 was borrowed under the promissory note, and on January 29, 2021, the balance of $89,840 repaid in full from the
proceeds of the IPO, and is no longer available to be drawn upon.

 On February 23, 2021, we issued an unsecured promissory note in the
amount of up to $699,999 to certain affiliates of our Old Sponsor. The proceeds of the note, which may be drawn down from time to time
until we consummate our Business Combination, will be used as general working capital purposes. The note bears no interest and is payable
in full upon the earlier to occur of (i) the Termination Date or (ii) the consummation of the company's Business Combination. A
failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy
action shall be deemed an event of default, in which case the note may be accelerated. The affiliates of our Old Sponsor had the option
to convert any unpaid balance of the note into private placement warrants (the "Conversion Warrants"), each warrant exercisable
for one ordinary share of the company at an exercise price of $1.50 per share. The terms of the Conversion Warrants would be identical
to the warrants issued by the company to affiliates of our Old Sponsor in a private placement that was consummated in connection with
our IPO. The affiliates of our Old Sponsor shall be entitled to certain registration rights relating to the Conversion Warrants. On May
3, 2021, the note was amended to remove the option to convert any unpaid balance of the note into private placement warrants.

 During the year ended December 31, 2022, we issued a number of unsecured
promissory notes (the "2022 Notes") totaling $258,780 to certain executive officers and affiliates of the Company. The proceeds
of the 2022 Notes was used for general working capital purposes. The 2022 Notes bear no interest and is payable in full upon the earlier
to occur of (i) the Termination Date or (ii) the consummation of the Company's Business Combination. Failure to pay the principals
within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed
an event of default, in which case the 2022 Notes may be accelerated. As of December 31, 2024 and 2023, $227,208 were outstanding under
the 2022 Notes.

 On January 30, 2024, we issued an unsecured promissory note in the
amount of up to $1,660,000 to our Sponsor (the "2024 Note"). The 2024 Note was issued in connection with advances the Sponsor
may make to the Company for contributions to the Company's Trust Account in connection with the Extension and other expenses reasonably
related to its business and the consummation of the Business Combination. The 2024 Note bears no interest and is due and payable upon
the Business Combination. As of December 31, 2024, $1,365,000 was outstanding under the 2024 Note.

 In addition, in order to finance transaction costs in connection with
an intended Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not
obligated to, loan us funds as may be required. If we complete a Business Combination, we may repay such loaned amounts out of the proceeds
of the Trust Account released to us. In the event that the Business Combination does not close, we may use a portion of the working capital
held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up
to $1,500,000 of such loans may be convertible into warrants at a price of $1.50 per warrant at the option of the lender. The warrants
would be identical to the private placement warrants, including as to exercise price, exercisability and exercise period. The terms of
such loans by our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans.
We do not expect to seek loans from parties other than our Sponsor, members of our team or any of their affiliates 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.

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

 We have entered into a registration and shareholder rights agreement
pursuant to which our initial shareholders, and their permitted transferees, if any, will be entitled to certain registration rights with
respect to the private placement warrants, the securities issuable upon conversion of working capital loans (if any) and the Class A ordinary
shares issuable upon exercise of the foregoing and upon conversion of the founder shares. Further, pursuant to an agreement to be entered
into prior to the closing of the IPO, our Sponsor, upon and following consummation of a Business Combination, will be entitled to nominate
three individuals for appointment to our board of directors, as long as the Sponsor holds any securities covered by the registration and
shareholder rights agreement.

 Policy for Approval of Related Party Transactions

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

 Item 14. Principal Accountant Fees
and Services

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

 Audit Fees. During the year ended December 31, 2024 and 2023,
fees for our independent registered public accounting firm were approximately $98,000 and $90,000, respectively, for the quarterly filings
and the audit of our December 31, 2024 and 2023 financial statements included in this Annual Report.

 Audit-Related Fees. During the year ended December 31,
2024 and 2023, fees for our independent registered public accounting firm were approximately $0 and $0, respectively, for render assurance
and related services related to the performance of the audit or review of financial statements.

 Tax Fees. During the year ended December 31, 2024 and 2023,
fees for our independent registered public accounting firm were approximately $0 and $4,000, respectively, for services rendered to us
for tax compliance, tax advice and tax planning.

 All Other Fees. During the year ended December 31, 2024 and
2023, there were no fees billed for products and services provided by our independent registered public accounting firm other than those
set forth above.

 Pre-Approval Policy

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

 Item 15. Exhibits, Financial Statement
Schedules

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

 (1)
 Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm

 Financial Statements:

 Balance Sheets as of December 31, 2024 and 2023

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

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

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

 Notes to Financial Statements

 F-7 to F-26

 (2)
 Financial Statement Schedules:

 None.

 (3)
 Exhibits

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

 Exhibit No.

 Description

 3.1

 Amended and Restated Memorandum and Articles of Association. (1)

 3.2

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

 3.3

 Amendment to Amended and Restated Memorandum and Articles of Association. (3)

 3.4

 Amendment to Amended and Restated Memorandum and Articles of Association. (4)

 4.1

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

 4.2

 Warrant Agreement, dated January 26, 2021 between the Company and Continental Stock Transfer & Trust Company, as warrant agent. (1)

 10.1

 Investment Management Trust Agreement, dated January 26, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee. (1)

 10.2

 Investment Agreement, dated January 26, 2023, by and among Constellation Acquisition Corp I, Constellation Sponsor GmbH & Co. KG, and Endurance Constellation, LLC. (2)

 10.3

 Letter Agreement Amendment, dated January 30, 2023, among the Company and its officers and directors and Constellation Sponsor GmbH & Co. KG. (2)

 10.4

 Registration Rights Agreement, dated January 26, 2021, between the Company and certain security holders. (1)

 10.5

 Administrative Services Agreement, dated January 26, 2021, between the Company and Constellation Sponsor GmbH & Co. KG. (1)

 10.6

 Private Placement Warrants Purchase Agreement, dated January 26, 2021, between the Company and Constellation Sponsor GmbH & Co. KG. (1)

 Exhibit No.

 Description

 10.7

 Promissory Note issued to Klaus Kleinfeld, dated as of February 23, 2021. (5)

 10.8

 Amended and Restated Promissory Note dated as of May 3, 2021. (6)

 10.9

 Promissory Note issued by Constellation Acquisition Corp I to an affiliate of the Sponsor, dated April 26, 2022. (7)

 10.10

 Promissory Note issued by Constellation Acquisition Corp I to an affiliate of the Sponsor, dated May 17, 2022. (8)

 10.11

 Promissory Note issued by Constellation Acquisition Corp I to affiliates of the Sponsor, dated May 25, 2022. (9)

 10.12

 Promissory Note issued by Constellation Acquisition Corp I to affiliates of the Sponsor, dated June 23, 2022. (10)

 10.13

 Promissory Note issued by Constellation Acquisition Corp I to an affiliate of the Sponsor, dated July 21, 2022. (11)

 10.14

 Promissory Note issued by Constellation Acquisition Corp I to an affiliate of the Sponsor, dated July 21, 2022. (12)

 10.15

 Promissory Note issued by Constellation Acquisition Corp I to affiliates of the Sponsor, dated August 23, 2022. (13)

 10.16

 Promissory Note issued by Constellation Acquisition Corp I to the Sponsor, dated January 18, 2023. (14)

 10.17

 Promissory Note issued by Constellation Acquisition Corp I to Constellation Sponsor LP, dated as of January 30, 2023. (2)

 10.18

 Promissory Note issued by Constellation Acquisition Corp I to Constellation Sponsor LP, dated as of January 30, 2024. (3)

 10.19

 Form of Joinder to Letter Agreement. (15)

 19.1

 Constellation Acquisition Corp I Insider Trading Policy. *

 31.1

 Certification of the Registrant's Chief Executive Officer (Principal Executive Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

 31.2

 Certification of the Registrant's Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

 32.1

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

 32.2

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

 97.1

 Constellation Acquisition Corp I Clawback Policy. (15)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *
 Filed herewith.

 **
 Furnished herewith.

 Certain of the exhibits and schedules to this exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2). The Registrant
agrees to furnish supplementally a copy of all omitted exhibits and schedules to the SEC upon its request.

 (1)
 Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on January 29, 2021.

 (2)
 Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on February 1, 2023.

 (3)
 Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on February 2, 2024.

 (4)
 Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on January 30, 2025.

 (5)
 Incorporated by reference to the Company's Report on Form 8-K filed with the SEC on February 25, 2021.

 (6)
 Incorporated herein by reference to the Company's Current Report on Form 8-K filed with the SEC on May 5, 2021.

 (7)
 Incorporated herein by reference to the Company's Report on Form 8-K filed with the SEC on May 9, 2022.

 (8)
 Incorporated herein by reference to the Company's Report on Form 8-K filed with the SEC on May 19, 2022.

 (9)
 Incorporated herein by reference to the Company's Report on Form 8-K filed with the SEC on May 31, 2022.

 (10)
 Incorporated herein by reference to the Company's Report on Form 8-K filed with the SEC on June 30, 2022.

 (11)
 Incorporated herein by reference to the Company's Report on Form 8-K filed with the SEC on July 22, 2022.

 (12)
 Incorporated herein by reference to the Company's Report on Form 8-K filed with the SEC on July 22, 2022.

 (13)
 Incorporated herein by reference to the Company's Report on Form 8-K filed with the SEC on August 26, 2022.

 (14)
 Incorporated by reference to the Company's Report on Form 8-K filed with the SEC on January 19, 2023.

 (15)
 Incorporated by reference to the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2024.

 Item 16. Form 10-K Summary

 Not applicable.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, as amended, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned,
thereunto duly authorized, on April 1, 2025.

 /s/ Chandra R. Patel

 Name:

 Title:

 Chief Executive Officer (Principal Executive Officer)

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

 Name

 Position

 Date

 /s/ Chandra R. Patel

 Chief Executive Officer, Chairman and Director

 ( Principal Executive Officer)

 /s/ Jarett Goldman

 Chief Financial Officer

 Jarett Goldman

 ( Principal Financial and Accounting Officer)

 /s/ Richard C. Davis

 President and Director

 Richard C. Davis

 /s/ Heiko Faass

 Heiko Faass

 /s/ Nicole Schepanek

 Nicole Schepanek

 /s/ Bob Stefanowski

 Bob Stefanowski

 INDEX TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm

 Financial Statements:

 Balance Sheets as of December 31, 2024 and 2023

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

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

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

 Notes to Financial Statements

 F-7 to F-26

 F- 1

 Report of Independent Registered Public Accounting
Firm

 To the Board of Directors and Shareholders of

 Constellation Acquisition Corp I:

 Opinion on the Financial Statements

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

 Going Concern

 The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working
capital deficit and needs to complete a Business Combination by the close of business on January 29, 2026, otherwise the Company will
cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent
dissolution raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard
to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.

 Basis for Opinion

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

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

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

 /s/ WithumSmith+Brown, PC

 We have served as the Company's auditor since
2020.

 New York, New York

 PCAOB Number 100

 F- 2

BALANCE SHEETS

 2024

 2023

 Assets:

 Current Assets:

 Cash

 $
 5,303

 $
 3,541

 Prepaid expenses

 56,263

 33,411

 Total current assets

 61,566

 36,952

 Cash held in Trust Account

 28,123,011

 49,857,596

 Total Assets

 $
 28,184,577

 $
 49,894,548

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

 Current liabilities:

 Accounts payable and accrued expenses

 $
 3,802,862

 $
 3,080,658

 Due to related party

 240,000

 120,000

 Promissory notes – related party

 1,592,208

 227,208

 Convertible promissory note - related party

 3,181,000

 3,131,000

 Total current liabilities

 8,816,070

 6,558,866

 Deferred underwriting fee

 10,850,000

 10,850,000

 Warrant liabilities

 252,800

 300,199

 Total Liabilities

 19,918,870

 17,709,065

 Commitments and Contingencies (Note 6)

 Class A ordinary shares subject to possible redemption, 2,367,684 and 4,493,843 shares at redemption value at approximately $ 11.88 and $ 11.09 per share as of and December 31, 2024 and 2023, respectively

 28,123,011

 49,857,596

 Shareholders' Deficit:

 Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding as of December 31, 2024 and 2023

 —

 —

 Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 7,600,000 and no shares issued and outstanding (excluding 2,367,684 and 4,493,843 shares subject to possible redemption) as of December 31, 2024 and 2023, respectively

 —

 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 150,000 and 7,750,000 shares issued and outstanding as of December 31, 2024 and 2023, respectively

 Additional paid-in capital

 —

 —

 Accumulated deficit

 ( 19,858,079
)

 ( 17,672,888
)

 Total Shareholders' Deficit

 ( 19,857,304
)

 ( 17,672,113
)

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

 $
 28,184,577

 $
 49,894,548

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

 F- 3

STATEMENTS OF OPERATIONS

 For the Years Ended

 2024

 2023

 General and administrative expenses

 $
 1,572,590

 $
 3,560,335

 Loss from Operations

 ( 1,572,590
)

 ( 3,560,335
)

 Other income:

 Interest earned on cash held in Trust Account

 1,276,948

 3,026,074

 Change in fair value of warrant liability

 47,399

 173,801

 Total other income

 1,324,347

 3,199,875

 Net loss

 $
 ( 248,243
)

 $
 ( 360,460
)

 Weighted average shares outstanding, redeemable Class A ordinary shares

 2,530,341

 6,381,953

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

 $
 ( 0.02
)

 $
 ( 0.03
)

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

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

 $
 ( 0.02
)

 $
 ( 0.03
)

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

 F- 4

STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

 FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 Non-Redeemable

Class
A
 Ordinary Shares

 Class B
 Ordinary shares

 Additional
 Paid-In

 Accumulated

 Total
 Shareholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance as of January 1, 2023 (audited)

 —

 $
 —

 $

 $
 —

 $
 ( 12,486,354
)

 $
 ( 12,485,579
)

 Accretion of Class A ordinary shares subject to redemption

 —

 —

 —

 —

 —

 ( 4,826,074
)

 ( 4,826,074
)

 Net loss

 —

 —

 —

 —

 —

 ( 360,460
)

 ( 360,460
)

 Balance as of December 31, 2023

 —

 $
 —

 $

 $
 —

 $
 ( 17,672,888
)

 $
 ( 17,672,113
)

 Accretion of Class A ordinary shares subject to redemption

 —

 —

 —

 —

 —

 ( 1,936,948
)

 ( 1,936,948
)

 Conversion of Class B ordinary shares to Class A ordinary shares

 7,600,000

 ( 7,600,000
)

 ( 760
)

 —

 —

 —

 Net loss

 —

 —

 —

 —

 —

 ( 248,243
)

 ( 248,243
)

 Balance as of December 31, 2024

 7,600,000

 $

 150,000

 $

 $
 —

 $
 ( 19,858,079
)

 $
 ( 19,857,304
)

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

 F- 5

STATEMENTS OF CASH FLOWS

 For the Years
 Ended

 2024

 2023

 Cash Flows from Operating Activities:

 Net loss

 $
 ( 248,243
)

 $
 ( 360,460
)

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

 Interest earned on cash held in Trust Account

 ( 1,276,948
)

 ( 3,026,074
)

 Change in fair value of warrant liability

 ( 47,399
)

 ( 173,801
)

 Changes in operating assets and liabilities:

 Prepaid expenses

 ( 22,852
)

 Accounts payable and accrued expenses

 722,204

 2,106,662

 Due to related party

 120,000

 120,000

 Net cash used in operating activities

 ( 753,238
)

 ( 1,333,630
)

 Cash Flows from Investing Activities:

 Investment of cash in Trust Account

 ( 660,000
)

 ( 1,800,000
)

 Cash withdrawn from Trust Account in connection with redemption

 23,671,533

 269,485,746

 Net cash provided by investing activities

 23,011,533

 267,685,746

 Cash Flows from Financing Activities:

 Payments on promissory note to related party

 —

 ( 31,572
)

 Proceeds from promissory note to related party

 1,365,000

 —

 Proceeds from convertible promissory note to related party

 50,000

 3,131,000

 Redemption of Class A ordinary shares

 ( 23,671,533
)

 ( 269,485,746
)

 Net cash used in financing activities

 ( 22,256,533
)

 ( 266,386,318
)

 Net change in cash

 1,762

 ( 34,202
)

 Cash, beginning of the period

 3,541

 37,743

 Cash, end of the period

 $
 5,303

 $
 3,541

 Supplemental disclosure of non-cash activities:

 Accretion
 of Class A ordinary shares subject to redemption

 $
 1,936,948

 $
 4,826,074

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

 F- 6

NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2024

 Note 1 — Organization and Business Operations

 Constellation Acquisition Corp I (the "Company")
is a blank check company incorporated in the Cayman Islands on November 20, 2020. The Company was formed for the purpose of effecting
a merger, capital share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
(a "Business Combination").

 As of December 31, 2024, the Company had not commenced
any operations. All activity through December 31, 2024 relates to the Company's formation and the initial public offering (the "IPO"
or "Initial Public Offering") which is described below, and identifying a target company for a Business Combination. The Company
will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company generates
non-operating income in the form of interest income from the proceeds derived from the IPO.

 The registration statement for the Company's
IPO was declared effective by the U.S. Securities and Exchange Commission (the "SEC") on January 26, 2021 (the "Effective
Date"). On January 29, 2021, the Company consummated the IPO of 31,000,000 units (the "Units") and, with respect to
the Class A ordinary shares, par value $ 0.0001 per share (the "Class A ordinary shares"), included in the Units sold, (the
"Public Shares"), including 1,000,000 Units issued pursuant to the partial exercise of the underwriters' over-allotment
option, at $ 10.00 per Unit, generating gross proceeds of $ 310,000,000, which is discussed in Note 3. Each Unit consists of one Class A
ordinary share, and one-third of one redeemable warrant to purchase one Class A ordinary share at a price of $ 11.50 per whole share.

 Simultaneously with the closing of the IPO, the
Company consummated the sale of 5,466,667 private placement warrants (the "private placement warrants"), at a price of $ 1.50
per private placement warrant, in a private placement to certain affiliates of the Company's sponsor at the time, Constellation
Sponsor GmbH & Co. KG, a German limited partnership (the "Old Sponsor"), generating gross proceeds of $ 8,200,000, which
is discussed in Note 4.

 Transaction costs of the IPO amounted to $ 17,586,741,
consisting of $ 6,200,000 of underwriting fees, $ 10,850,000 of deferred underwriting fees (the "Deferred Underwriting Fees"),
and $ 536,741 of other offering costs.

 Following the closing of the IPO on January 29,
2021, $ 310,000,000 ($ 10.00 per Unit) from the net offering proceeds of the sale of the Units in the IPO and the sale of the private placement
warrants was placed in a Company trust account (the "Trust Account") and invested in United States "government securities"
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less or in
money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct
U.S. government treasury obligations. Except with respect to interest earned on the funds held in the Trust Account that may be released
to the Company to pay the income taxes, if any, the Company's amended and restated memorandum and articles of association (the "amended
and restated memorandum and articles of association") will provide that the proceeds from the IPO and the sale of the private placement
warrants held in the Trust Account will not be released from the Trust Account (1) to the Company, until the completion of the initial
Business Combination, or (2) to the public shareholders, until the earliest of (a) the completion of the initial Business Combination,
and then only in connection with those Class A ordinary shares that such shareholders properly elected to redeem, subject to the limitations,
(b) the redemption of any Public Shares properly tendered in connection with a (A) shareholder vote to amend the amended and restated
memorandum and articles of association to modify the substance or timing of the Company's obligation to provide holders of the Class
A ordinary shares the right to have their shares redeemed in connection with the initial Business Combination or to redeem 100 % of the
Public Shares if the Company does not complete the initial Business Combination by the date by which the Company is required to consummate
a Business Combination pursuant to the Company's amended and restated memorandum and articles of association (such period, the "Combination
Period"), or (B) with respect to any other provision relating to the rights of holders of the Class A ordinary shares or pre-initial
Business Combination activity, and (c) the redemption of the Public Shares if the Company has not consummated the initial Business Combination
within the Combination Period. Public shareholders who redeem their Class A ordinary shares in connection with a shareholder vote described
in clause (b) in the preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial
Business Combination or liquidation if the Company has not consummated an initial Business Combination within the Combination Period,
with respect to such Class A ordinary shares so redeemed.

 F- 7

 The proceeds deposited in the Trust Account could
become subject to the claims of the Company's creditors, if any, which could have priority over the claims of the public shareholders.

 The Company will provide its public shareholders
with the opportunity to redeem all or a portion of their Public Shares upon the completion of the initial Business Combination either
(i) in connection with a shareholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The
decision as to whether the Company will seek shareholder approval of a proposed initial Business Combination or conduct a tender offer
will be made by the Company, solely in its discretion. The shareholders will be entitled to redeem their shares for a pro rata portion
of the amount then on deposit in the Trust Account (initially approximately $ 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 to pay its tax obligations).

 If the Company is unable to complete a Business
Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up; (ii) as promptly
as reasonably possible, but not more than ten (10) business days, redeem the Public Shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not
previously released to the Company to pay the income taxes, if any, divided by the number of the then-outstanding Public Shares, which
redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation
distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining
shareholders and the Company's board of directors (the "Board"), liquidate and dissolve, subject in the case of clauses
(ii) and (iii), to the 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 the private placement warrants, which will expire worthless if the Company fails to consummate an initial
Business Combination within the Combination Period.

 The Sponsor, officers and directors have agreed
to waive their redemption rights with respect to their Founder Shares (as defined below) and any Public Shares purchased during or after
the IPO in connection with (i) the completion of the initial Business Combination, (ii) a shareholder vote to approve an amendment to
the Company's amended and restated memorandum and articles of association, and (iii) waive their rights to liquidating distributions
from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within the
Combination Period.

 The Company's Sponsor has agreed that it
will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company,
or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or 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 assets, less taxes payable, provided that such liability will not apply
to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust
Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of the underwriters
of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act").
However, the Company has not asked its Sponsor to reserve for such indemnification obligations, nor has the Company independently verified
whether its Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Company's Sponsor's only
assets are Securities of the Company. Therefore, the Company cannot assure that its Sponsor would be able to satisfy those obligations.

 F- 8

 On January 26, 2023, the Old Sponsor underwent
a reorganization pursuant to which the limited partners of the Old Sponsor transferred all of their limited partnership interests to Constellation
Sponsor LP, a Delaware limited partnership (the "Sponsor"). On January 26, 2023, the Old Sponsor liquidated pursuant to applicable
law by the retirement of the general partner of the Old Sponsor (the second to last partner of the Sponsor) and all Securities held by
the Old Sponsor were distributed by operation of law to its sole remaining limited partner, the Sponsor, following which, on January 30,
2023, control of the Sponsor was transferred to affiliates of Antarctica Capital Partners, LLC, including Antarctica Endurance Manager,
LLC the current general partner of the Sponsor.

 On January 27, 2023, the Company held an extraordinary
general meeting of shareholders of the Company (the "Extension Meeting") to amend the Company's amended and restated
memorandum and articles of association (the "2023 Articles Amendment") to extend the date by which the Company has to consummate
a Business Combination from January 29, 2023 (the "2023 Original Termination Date") to April 29, 2023 (the "2023 Articles
Extension Date") and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate
a Business Combination on a monthly basis for up to nine times by an additional one month each time after the 2023 Articles Extension
Date, by resolution of the Company's Board if requested by the Sponsor, and upon five days' advance notice prior to the applicable
Termination Date, or a total of up to twelve (12) months after the 2023 Original Termination Date, unless the closing of the Company's
initial Business Combination shall have occurred prior to such date (the "2023 Extension Amendment Proposal"). Upon each of
the nine one-month extensions, the Sponsor or one or more of its affiliates, members or third-party designees may contribute to the Company
$ 150,000 as a loan to be deposited into the Trust Account. The shareholders of the Company approved the 2023 Extension Amendment Proposal
at the Extension Meeting and on January 31, 2023, the Company filed the 2023 Articles Amendment with the Registrar of Companies of the
Cayman Islands. In connection with the Extension Meeting, on January 30, 2023, the Company issued an unsecured promissory note, in the
amount of $ 3,000,000 to the Sponsor (the "Extension Note").

 In connection with the vote to approve the 2023
Extension Amendment Proposal, the holders of 26,506,157 Class A ordinary shares of the Company properly exercised their right to redeem
their shares for cash at a redemption price of approximately $ 10.17 per share, for an aggregate redemption amount of approximately $ 269,485,746.

 On April 28, 2023, May 26, 2023, July 3, 2023,
July 28, 2023, August 29, 2023, September 29, 2023, October 26, 2023, November 28, 2023 and December 28, 2023, the Company drew $ 150,000
on each date, as approved by unanimous director resolution, dated April 24, 2023, pursuant to the Extension Note, which funds the Company
deposited into the Trust Account for its public shareholders. This deposit enabled the Company to extend the date by which it must complete
its initial Business Combination from April 29, 2023 to January 29, 2024. These extensions are nine one-month extensions permitted under
the amended and restated memorandum and articles of association and provides the Company with additional time to complete its initial
Business Combination. The Extension Note does not bear interest and matures upon closing of the Company's initial Business Combination.
In the event that the Company does not consummate a Business Combination, the Extension Note will be repaid only from amounts remaining
outside of the Trust Account, if any.

 On December 20, 2023, the Company announced its
intention to voluntarily delist its Class A ordinary shares, redeemable warrants, each one whole warrant exercisable for one share of
Class A ordinary shares at an exercise price of $ 11.50 (the "public warrants") and Units (collectively, the "Securities")
from the New York Stock Exchange ("NYSE") and its intention to make an application to have its Securities quoted on the OTCQX
Marketplace ("OTCQX").

 The Board approved the voluntary delisting on
December 20, 2023, and the Company provided notice of the voluntary delisting to NYSE on December 20, 2023. The Company filed a Form 25
with the SEC to effect the delisting of its Securities on January 2, 2024. The delisting became effective on January 12, 2024 when the
Form 25 took effect. The last day of trading of its Securities on NYSE was January 12, 2024, and the Securities were suspended pre-market
on January 16, 2024. On January 16, 2024, the Company's Securities began trading on the OTCQX where the Class A ordinary shares
and Units began trading on the OTCQX Best Market under their new trading symbols "CSTAF" and "CSTUF," respectively,
and the warrants started trading on the OTCQB Venture Market under its new trading symbol "CSTWF." In connection with
the extraordinary general meeting of the shareholders on January 29, 2024 (the "Shareholder Meeting") the Company adhered
to the initial or continued trading requirements of OTCQX.

 F- 9

 On January 23, 2024 and January 25, 2024, the
Company held extraordinary general meetings and only voted on the Adjournment Proposal (as defined below) to adjourn the Shareholder
Meeting to January 25, 2024 and January 29, 2024, respectively. On January 29, 2024, the Company held its Shareholder Meeting (A) to
amend, by way of special resolution, the Company's amended and restated memorandum and articles of association (the "2024
Articles Amendment") to extend the date (the "Termination Date") by which the Company has to consummate a Business
Combination from January 29, 2024 (the "2024 Original Termination Date") to February 29, 2024 (the "Articles Extension
Date") and to allow the Company, without another shareholder vote, to elect to extend the Termination Date to consummate a Business
Combination on a monthly basis for up to eleven (11) times by an additional one month each time after the Articles Extension Date, by
resolution of the Board, if requested by the Sponsor, and upon five days' advance notice prior to the applicable Termination Date,
until January 29, 2025, or a total of up to twelve (12) months after the 2024 Original Termination Date, unless the closing of a Business
Combination shall have occurred prior thereto (the "2024 Extension Amendment Proposal"); (B) to amend, by way of special
resolution, the amended and restated memorandum and articles of association to eliminate the limitation that the Company may not redeem
Class A ordinary shares, to the extent that such redemption would result in the Company having net tangible assets (as determined in
accordance with Rule 3a51-1(g)(1) of the Securities Exchange Act of 1934, as amended), of less than $ 5,000,001 (the "Redemption
Limitation") in order to allow the Company to redeem Class A ordinary shares irrespective of whether such redemption would exceed
the Redemption Limitation (such proposal the "Redemption Limitation Amendment Proposal"); and (C) if required, an adjournment
proposal to adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further
solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient ordinary
shares (as defined below) in the capital of the Company represented (either in person or by proxy) to approve the 2024 Extension Amendment
Proposal and the Redemption Limitation Amendment Proposal, (ii) where the Company would not adhere to the initial or continued trading
requirements of OTCQX or (iii) where the Board has determined it is otherwise necessary (the "Adjournment Proposal").

 The shareholders of the Company approved the 2024
Extension Amendment Proposal and the Redemption Limitation Amendment Proposal at the Shareholder Meeting and on January 30, 2024, the
Company filed the 2024 Articles Amendment with the Registrar of Companies of the Cayman Islands, effective January 29, 2024.

 In connection with the vote to approve the 2024
Extension Amendment Proposal and the Redemption Limitation Amendment Proposal, the holders of 2,126,159 Class A ordinary shares properly
exercised their right to redeem their shares for cash at a redemption price of approximately $ 11.13 per share, for an aggregate redemption
amount of approximately $ 23,671,533. After the satisfaction of such redemptions and receipt of the initial deposit of $ 55,000 to the Trust
Account, the balance in the Trust Account was approximately $ 26,415,545 after the redemptions and initial deposit.

 On January 30, 2024, the Sponsor converted an
aggregate of 7,600,000 Class B ordinary shares, par value $ 0.0001 per share (the "Class B ordinary shares" and together with
the Class A ordinary shares, the "ordinary shares") into Class A ordinary shares on a one-for-one basis. The Sponsor waived
any right to receive funds from the Trust Account with respect to the Class A ordinary shares received upon such conversion and acknowledged
that such shares will be subject to all of the restrictions applicable to the original Class B ordinary shares under the terms of that
certain letter agreement, dated as of January 26, 2021 (the "Letter Agreement"), by and among the Company and its initial
shareholders, directors and officers (as further amended by and among, the Company, its directors and officers, the Sponsor and other
parties thereto, on January 30, 2023). As of January 30, 2024, there were 9,967,684 Class A ordinary shares outstanding which were composed
of 7,600,000 non-redeemable Class A ordinary shares and 2,367,684 redeemable Class A ordinary shares.

 In connection with the Shareholder Meeting, the
Sponsor agreed that the Sponsor (or one or more of its affiliates, members or third-party designees) (the "Lender") shall
make a deposit into the Trust Account established in connection with the Company's Initial Public Offering of $ 55,000, in exchange
for a non-interest bearing, unsecured promissory note issued by the Company to the Lender. In addition, in the event that the Company
has not consummated an initial Business Combination by February 29, 2024, without approval of the Company's public shareholders,
the Company may, by resolution of the Company's Board, if requested by the Sponsor, and upon five days' advance notice prior
to the applicable Termination Date, extend the Termination Date up to eleven (11) times, each by one additional month (for a total of
up to eleven (11) additional months to complete a Business Combination), provided that the Lender will deposit $ 55,000 into the Trust
Account for each such monthly extension, for an aggregate deposit of up to $ 605,000 (if all eleven (11) additional monthly extensions
are exercised), in exchange for a non-interest bearing, unsecured promissory note issued by the Company to the Lender.

 F- 10

 On February 29, 2024 ("First 2024 Extension"),
March 28, 2024 ("Second 2024 Extension"), April 29, 2024 ("Third 2024 Extension"), May 29, 2024 ("Fourth
2024 Extension"), June 28, 2024 ("Fifth 2024 Extension"), July 23, 2024 ("Sixth 2024 Extension"), August
23, 2024 ("Seventh 2024 Extension"), September 26, 2024 ("Eighth 2024 Extension"), October 29, 2024 ("Ninth
2024 Extension"), November 27, 2024 ("Tenth 2024 Extension") and December 20, 2024 ("Eleventh 2024 Extension"),
the Company drew $ 55,000 (the "Extension Funds") on each date, as approved by unanimous director resolution, dated February
27, 2024 pursuant to the Extension Note, which Extension Funds the Company deposited into the Trust Account for its public shareholders.
The deposit enabled the Company to extend the date by which it must complete its initial Business Combination from February 29, 2024 to
January 29, 2025. These extensions are nine one-month extensions permitted under the amended and restated memorandum and articles of association
and provides the Company with additional time to complete its initial Business Combination. The 2024 Note does not bear interest and matures
upon closing of the Company's initial Business Combination. In the event that the Company does not consummate a Business Combination,
the 2024 Note will be repaid only from amounts remaining outside of the Trust Account, if any. As of December 31, 2024, the Company deposited
an aggregate total of $ 660,000 Extension Funds.

 On January 27, 2025, the Company held the Shareholder
Meeting (A) to amend, by way of special resolution, the Company's amended and restated memorandum and articles of association to
extend the date (the "2025 Termination Date") by which the Company has to consummate a business combination (the "2025
Articles Extension") from January 29, 2025 (the "2025 Original Termination Date") to February 28, 2025 (the "2025
Articles Extension Date") and to allow the Company, without another shareholder vote, to elect to extend the 2025 Termination Date
to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the 2025 Articles
Extension Date, by resolution of the Company's board of directors, if requested by Constellation Sponsor LP, and upon five days'
advance notice prior to the applicable 2025 Termination Date, until January 29, 2026, or a total of up to twelve months after the 2025
Original Termination Date, unless the closing of a business combination shall have occurred prior thereto (the "2025 Extension Amendment
Proposal"); (B) to amend, by way of special resolution, the Company's amended and restated memorandum and articles of association
to permit for the issuance of Class A ordinary shares, par value of US$ 0.0001 per share to holders of the Company's Class B ordinary
shares, par value of US$ 0.0001 per share (the "Founder Shares" or "Class B ordinary shares" and together with
the Class A ordinary shares, the "Ordinary Shares"), upon the exercise of the right of a holder of the Class B ordinary shares
to convert such holder's Class B ordinary shares into Class A ordinary shares on a one-for-one basis at any time and from time to
time prior to the closing of an initial business combination at the election of the holder (the "Founder Share Amendment,"
and such proposal the "Founder Share Amendment Proposal"); and (C) if required, an adjournment proposal to adjourn, by way
of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i) to permit further solicitation and vote of
proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are insufficient Class A ordinary shares and Class
B ordinary shares in the capital of Constellation represented (either in person or by proxy) to approve the 2025 Extension Amendment Proposal
and the Founder Share Amendment Proposal, (ii) where Constellation would not adhere to the initial or continued trading requirements of
OTCQX Best Market and the OTCQB Venture Market or (iii) where the Board has determined it is otherwise necessary.

 In connection with the vote to approve the 2025 Extension Amendment
Proposal and the Founder Share Amendment Proposal held on January 27, 2025, the holders of 2,303,382 Class A ordinary shares properly
exercised their right to redeem their shares for cash at a redemption price of approximately $ 11.91 per share, for an aggregate redemption
amount of $ 27,428,399. After the satisfaction of such redemptions and receipt of the initial deposit of $ 5,000 to the Trust Account, the
balance in the Trust Account will be approximately $ 778,970.65 and there are 7,664,302 Class A ordinary shares outstanding, of which 64,302
Class A ordinary shares are held by the Company's public shareholders.

 Risks and Uncertainties

 Management acknowledges that the Company depends
on a variety of U.S. and multi-national financial institutions for banking services. Market conditions can impact the viability of these
institutions, which in effect will affect the Company's ability to maintain and provide assurances that the Company can access its
cash and cash equivalents in a timely manner or at all. Any inability to access or delay in accessing these funds could adversely affect
the Company's liquidity, business and financial condition.

 In February 2022, the Russian Federation and Belarus
commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have
instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on
the world economy is not determinable as of the date of these financial statements. The specific impact on the Company's financial
condition, results of operations, and cash flows is also not determinable as of the date of these financial statements.

 F- 11

 In October 2023, the Israel-Hamas war commenced.
As a result of the war, instability in the Middle East and various other regions of the world may occur and effect the world economy.
Various nations, including the United States, as a reaction to the Israel-Hamas war have begun taking actions that may further affect
the world economy. Such effects on the world economy are not determinable as of the date of these financial statements. The specific impact
on the Company's financial condition, results of operations and cash flows is also not determinable as of the date of these financial
statements.

 In 2024 there have been growing tensions between
China and Taiwan. As a result of these growing tensions and the potential for it to grow into a conflict, instability in Asia and various
other regions of the world may occur and effect the world economy and relationships between trading nations. Various nations, including
the United States, may take actions that may further affect the world economy as a result of such tensions. Such effects on the world
economy are not determinable as of the date of these financial statements. The specific impact on the Company's financial condition,
results of operations and cash flows is also not determinable as of the date of these financial statements.

 Liquidity and Going Concern Consideration

 As of December 31, 2024, the Company had
$ 5,303 in its operating bank account and a working capital deficit of $ 5,573,504, net of the convertible promissory note – related
party. Convertible promissory note - related party amounting to $ 3,181,000 is not expected to be settled out of the current assets.

 The Company is within 12 months of its mandatory
liquidation as of the time of filing this Annual Report on Form 10-K. In connection with the Company's assessment of going concern
considerations in accordance with Accounting Standards Update 2014-15, "Disclosures of Uncertainties about an Entity's Ability
to Continue as a Going Concern," the liquidity condition and mandatory liquidation raise substantial doubt about the Company's
ability to continue as a going concern until the earlier of the consummation of the Business Combination or the Termination Date.

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

 As such, management plans to consummate a Business
Combination prior to the mandatory liquidation date. If the Company's estimates 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, the Company may have
insufficient funds available to operate its business prior to an initial Business Combination. Moreover, the Company may need to obtain
additional financing either to complete an initial Business Combination or because it becomes obligated to redeem a significant number
of its Public Shares upon completion of an initial Business Combination, in which case the Company may issue additional securities or
incur debt in connection with such initial Business Combination.

 F- 12

 Note 2 — Significant Accounting Policies

 Basis of Presentation

 The accompanying
financial statements are presented in conformity with accounting principles generally accepted in the United States of America ("U.S.
GAAP") and pursuant to the rules and regulations of the SEC. In the opinion of management, all adjustments (consisting of normal
recurring adjustments) have been made that are necessary to present fairly the financial position, and the results of its operations and
its cash flows.

 Emerging Growth Company Status

 The Company is an "emerging growth company,"
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"),
and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements
of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and
proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder
approval of any golden parachute payments not previously approved.

 Further, Section 102(b)(1) of the JOBS Act exempts
emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that
is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered
under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that
when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging
growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison
of the Company's financial statements with another public company which is neither an emerging growth company nor an emerging growth
company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.

 Use of Estimates

 The preparation of financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting
period. Accordingly, actual results could differ from those estimates.

 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. One of the more significant accounting estimates included in these financial statements
is the determination of the fair value of the warrant liability and convertible promissory notes. Such estimates may be subject to change
as more current information becomes available and, accordingly, the actual results could differ significantly from those estimates.

 Cash and cash equivalents

 The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents
as of December 31, 2024 and 2023.

 Cash Held in Trust Account

 At December 31, 2024 and 2023, the assets held
in the Trust Account were held in a bank deposit account. During the year ended December 31, 2024, the Company withdrew $ 23,671,533 from
the Trust Account in connection with the redemption.

 F- 13

 Concentration of Credit Risk

 Financial instruments that potentially subject
the Company to concentrations of credit risk consist of cash accounts and a Trust Account in a financial institution, which, at times,
may exceed the Federal Deposit Insurance Corporation 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.

 Warrant Liabilities

 The Company evaluated the public warrants and
private placement warrants (collectively, "warrants," which are discussed in Notes 3, 4, and 8) in accordance with Accounting
Standards Codification ("ASC") 815-40, "Derivatives and Hedging — Contracts in Entity's Own Equity"
("ASC 815-40"), and concluded that a provision in the warrant agreement, dated January 26, 2021, related to certain tender
or exchange offers precludes the warrants from being accounted for as components of equity. As the warrants meet the definition of a derivative
as contemplated in ASC 815, the warrants are recorded as derivative liabilities on the balance sheets and measured at fair value at inception
(on the date of the IPO) and at each reporting date in accordance with ASC 820, "Fair Value Measurement" ("ASC 820"),
with changes in fair value recognized in the statements of operations in the period of change.

 Convertible Promissory Note

 The Company analyzed the convertible promissory
notes to assess if the fair value option was appropriate, due to the substantial premium which results in an offsetting entry to additional
paid-in capital and under the related party guidance which precludes the fair value option, it was determined the fair value option was
not appropriate. As such, the Company accounted for the convertible promissory notes, analyzing the conversion options embedded in convertible
notes in accordance with ASC 815. ASC 815 generally requires companies to bifurcate conversion options embedded in convertible notes from
their host instruments and to account for them as freestanding derivative financial instruments.

 Bifurcated embedded derivatives are initially
recorded at fair value and are then revalued at each reporting date with changes in the fair value reported as non-operating income or
expense. When the equity or convertible debt instruments contain embedded derivative instruments that are to be bifurcated and accounted
for as liabilities, the total proceeds received are first allocated to the fair value of all the bifurcated derivative instruments. The
remaining proceeds, if any, are then allocated to the host instruments themselves, usually resulting in those instruments being recorded
at a discount from their face value. The discount from the face value of the convertible debt, together with the stated interest on the
instrument, is amortized over the life of the instrument through periodic charges to interest expense.

 It was determined that the conversion option was
de minimis, as such the Company has recorded the Convertible Promissory Notes at par value.

 Offering Costs Associated with the Initial
Public Offering

 The Company complies with the requirements of
the ASC 340-10-S99-1. Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the IPO that
were directly related to the IPO. Offering costs are allocated to the separable financial instruments issued in the IPO based on a relative
fair value basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred, presented
as non-operating expenses in the statements of operations. Transaction costs amounted to $ 17,586,741, of which $ 1,143,138 was allocated
to expense associated with the warrant liability. Offering costs associated with the Class A ordinary shares were charged to temporary
equity upon the completion of the IPO.

 Class A Ordinary Shares Subject to Possible
Redemption

 All of the 31,000,000 Class A ordinary
shares sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such Public Shares in connection
with the Company's liquidation, if there is a shareholder vote or tender offer in connection with the Business Combination and in
connection with certain amendments to the Company's amended and restated memorandum and articles of association. In accordance with
the SEC and its staff's guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions
not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity.
Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded
from the provisions of ASC 480. Accordingly, at December 31, 2024 and 2023, 2,367,684 and 4,493,843 Class A ordinary shares subject
to possible redemption were presented as temporary equity, outside of the shareholders' deficit section of the Company's balance
sheets, respectively.

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

 F- 14

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

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

 $
 314,517,268

 Less:

 Redemptions

 ( 269,485,746
)

 Plus:

 Accretion of carrying value to redemption value

 4,826,074

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

 $
 49,857,596

 Plus:

 Accretion of carrying value to redemption value

 1,936,948

 Less:

 Redemptions

 ( 23,671,533
)

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

 $
 28,123,011

 Income Taxes

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

 The Company is considered to be an exempted Cayman
Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing
requirements in the Cayman Islands or the United States. As such, the Company's tax provision was zero for the periods presented.
The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next
twelve (12) months.

 Net Loss per Ordinary Share

 The Company complies with accounting and disclosure requirements of
the Financial Accounting Standards Board ASC Topic 260, "Earnings Per Share." Net loss per ordinary share is computed by dividing
net loss by the weighted average number of ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture.
The Company has not considered the effect of the warrants sold in the IPO and the private placement to purchase an aggregate of 15,800,000
Class A ordinary shares (the "Private Placement") in the calculation of diluted net loss per ordinary share, since the exercise
of the warrants are contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic
net loss per ordinary share for the periods presented.

 On January 30, 2024, the Sponsor converted an
aggregate of 7,600,000 Class B ordinary shares into Class A ordinary shares on a one-for-one basis. Following the conversion, a clarifying
distinction is made that one class of share is redeemable Class A ordinary shares and other class is non-redeemable Class A ordinary shares
and Class B ordinary shares.

 Basic and diluted net loss per ordinary share for redeemable Class
A ordinary shares and non-redeemable Class A ordinary shares and Class B ordinary shares are calculated by dividing net income attributable
to the Company by the weighted average number of redeemable Class A ordinary shares and non-redeemable Class A ordinary shares and Class
B ordinary shares outstanding, allocated proportionally to each class of ordinary shares. This presentation assumes a Business Combination
as the most likely outcome. Accretion associated with the redeemable Class A ordinary shares is excluded from earnings per share as the
redemption value approximates fair value.

 F- 15

 Reconciliation of Net Loss per Ordinary Share

 The Company's statements of operations include a presentation
of net loss per share for ordinary shares subject to redemption in a manner similar to the two-class method of net
loss per share. Accordingly, basic and diluted net loss per redeemable Class A ordinary shares and non-redeemable Class A ordinary shares
and B ordinary shares are calculated as follows:

 For the Years Ended

 2024

 2023

 Redeemable Class A ordinary shares

 Allocation of net loss to redeemable Class A ordinary shares subject to possible redemption

 $
 ( 61,101
)

 $
 ( 162,783
)

 Weighted average redeemable Class A ordinary shares subject to possible redemption

 2,530,341

 6,381,953

 Basic and diluted net loss per share

 $
 ( 0.02
)

 $
 ( 0.03
)

 Non-redeemable Class A ordinary shares and B ordinary shares

 Allocation of net loss to non-redeemable Class A ordinary shares and Class B ordinary shares

 $
 ( 187,142
)

 $
 ( 197,677
)

 Weighted average non-redeemable Class A ordinary shares and Class B ordinary shares

 Basic and diluted net loss per share

 $
 ( 0.02
)

 $
 ( 0.03
)

 Fair Value of Financial Instruments

 The Company follows the guidance in ASC 820 for
its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets
and liabilities that are re-measured and reported at fair value at least annually.

 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 —

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

 Level 2 —

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

 Level 3 —

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

 The fair value of the Company's assets and
liabilities, which qualify as financial instruments under ASC Topic 820 (other than warrant liability) approximates the carrying amounts
represented in the accompanying balance sheets, primarily due to their short-term nature.

 See Note 8 for additional information on assets
and liabilities measured at fair value on a recurring basis.

 F- 16

 Recent Accounting Pronouncements

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

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

 Note 3 — Initial Public Offering

 Public Units

 On January 29, 2021, the Company sold 31,000,000
units, at a purchase price of $ 10.00 per unit, including 1,000,000 units issued pursuant to the partial exercise of the underwriters'
over-allotment option. Each unit consists of one Class A ordinary share, and one-third of one redeemable warrant to purchase one Class
A ordinary share (the "public warrants").

 Public Warrants

 Each whole warrant will entitle the holder to
purchase one Class A ordinary share at a price of $ 11.50 per share, subject to adjustment. Each warrant will become exercisable on
the later of 30 days after the completion of the initial Business Combination or 12 months from the closing of the IPO and will expire
 five years after the completion of the initial Business Combination, or earlier upon redemption or liquidation.

 The Company will not be obligated to deliver any
Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration
statement under the Securities Act with respect to the Class A ordinary shares underlying the warrants is then effective and a prospectus
relating thereto is current, or a valid exemption from registration is available. No warrant will be exercisable, and the Company will
not be obligated to issue a Class A ordinary share upon exercise of a warrant, unless the Class A ordinary share issuable upon such warrant
exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder
of the warrants. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant,
the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no
event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the
exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the
Class A ordinary share underlying such unit.

 F- 17

 In addition, if (x) the Company issues additional
Class A ordinary shares or equity linked securities for capital raising purposes in connection with the closing of the initial Business
Combination at an issue price or effective issue price of less than $ 9.20 per Class A ordinary share (with such issue price or effective
issue price to be determined in good faith by the Board and, in the case of any such issuance to the initial shareholders or their affiliates,
without taking into account any Founder Shares held by the initial shareholders or such affiliates, as applicable, prior to such issuance
including any transfer or reissuance of such shares (the "Newly Issued Price")), (y) the aggregate gross proceeds from such
issuances represent more than 60 % of the total equity proceeds, and interest, available for the funding of the initial Business Combination,
and (z) the volume-weighted average trading price of the Class A ordinary shares during the ten (10) trading day period starting on the
trading day after the day on which the Company consummates the initial Business Combination is below $ 9.20 per share, the exercise price
of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the market value and the Newly Issued Price,
and the $ 10.00 and $ 18.00 per share redemption trigger prices adjacent to "Redemption of warrants for Class A ordinary shares when
the price per Class A ordinary share equals or exceeds $10.00." and "Redemption of warrants for Class A ordinary shares when
the price per Class A ordinary share equals or exceeds $18.00." will be adjusted (to the nearest cent) to be equal to 100 % and 180 %
of the higher of the market value and the Newly Issued Price, respectively.

 The Company will not be obligated to deliver any
Class A ordinary shares pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless
a registration statement under the Securities Act with respect to Class A ordinary shares underlying the warrants is then effective
and a prospectus is current. No warrant will be exercisable and the Company will not be obligated to issue Class A ordinary shares
upon exercise of a warrant unless Class A ordinary shares issuable upon such warrant exercise has been registered, qualified or deemed
to be exempt under the securities laws of the state of residence of the registered holder of the warrants. In no event will the Company
be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the
purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the Class A ordinary shares
underlying such unit.

 Redemptions of warrants for cash when the price
per Class A ordinary share equals or exceeds $ 18.00.

 Once the warrants become exercisable, the
Company may call the warrants for redemption (except as described herein with respect to the private placement warrants):

 in whole and not in part;

 at a price of $ 0.01 per
warrant;

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

 if, and only if, the closing
price of the Class A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day
prior to the date on which notice of the redemption is given to the warrant holders (the "Reference Value").

 F- 18

 Redemptions of warrants for cash when the price
per Class A Ordinary Share equals or exceeds $ 10.00.

 Once the warrants become exercisable, the
Company may call the warrants for redemption (except as described herein with respect to the private placement warrants):

 in whole and not in part;

 at $ 0.10 per warrant upon
a minimum of 30 days' prior written notice of redemption; provided that during such 30 day period holders will be able to exercise
their warrants on a cashless basis prior to redemption and receive that number of shares determined by reference to the table in the
registration statement, based on the redemption date and the "fair market value" of the Class A ordinary shares (as defined
below) except as otherwise described below; provided, further, that if the warrants are not exercised on a cashless basis or otherwise
during such 30 day period, the Company shall redeem such warrants for $ 0.10 per share;

 if, and only if, the Reference
Value equals or exceeds $ 10.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations
and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and

 if the Reference Value is less
than $ 18.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like), the
private placement warrants must also be concurrently called for redemption on the same terms as the outstanding public warrants.

 The "fair market value" of the Class
A ordinary shares shall mean the volume-weighted average price of the Class A ordinary shares for the ten (10) trading days immediately
following the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical
warrant redemption features used in other blank check offerings. The Company will provide the warrant holders with the final fair market
value no later than one business day after the 10-day trading period described above ends. In no event will the warrants be exercisable
in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

 Note 4 — Private Placement

 Simultaneously with the closing of the IPO, the
Sponsor purchased an aggregate of 5,466,667 private placement warrants at a price of $ 1.50 per private placement warrant, for an aggregate
purchase price of $ 8,200,000, in a private placement. A portion of the proceeds from the private placement was added to the proceeds from
the IPO held in the Trust Account.

 Each of the private placement warrants are identical
to the warrants sold as part of the Units in the IPO except that, so long as they are held by the Sponsor or its permitted transferees:
(1) they will not be redeemable by the Company; (2) they (including the Class A ordinary shares issuable upon exercise of these warrants)
may not, subject to certain limited exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the completion of
the initial Business Combination; (3) they may be exercised by the holders on a cashless basis; and (4) they (including the Class A ordinary
shares issuable upon exercise of these warrants) are entitled to registration rights.

 If the Company does not complete a Business Combination
within the Combination Period, the private placement warrants will expire worthless.

 Note 5 — Related Party Transactions

 Founder Shares

 On November 23, 2020, an executive officer of
the Company purchased 8,625,000 shares of the Company's Class B ordinary shares for $ 25,000, or approximately $ 0.003 per share,
in connection with formation (the "Founder Shares"). On December 23, 2020, such 8,625,000 shares of the Company's Class
B ordinary shares were transferred to the Sponsor for $ 25,000. The Founder Shares included an aggregate of up to 1,125,000 shares subject
to forfeiture if the over-allotment option was not exercised by the underwriters in full. On January 29, 2021, the underwriters partially
exercised their over-allotment option, hence, 250,000 Founder Shares were no longer subject to forfeiture, and on March 1, 2021, the remaining
 875,000 Founder Shares were forfeited by the Sponsor.

 F- 19

 The Sponsor, officers and directors have agreed
not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the date of the consummation
of the initial Business Combination or (ii) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary
shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the initial Business Combination,
or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that
results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

 Promissory Note — Related Party

 In November 2020, the Company issued an unsecured
promissory note to an executive officer of the Company. This loan was non-interest bearing, unsecured and due at the earlier of December
31, 2021 or the closing of the IPO. On December 31, 2020, the amount borrowed under the note was $ 1,300. During the period from January
1, 2021 to January 28, 2021, an additional $ 88,540 was borrowed under the promissory note, and on January 29, 2021, the balance of
$ 89,840 repaid in full from the proceeds of the IPO, and is no longer available to be drawn upon.

 On February 23, 2021, the Company issued an unsecured
promissory note (the "2021 Note") in the amount of up to $ 699,999 to certain affiliates of the Old Sponsor. The proceeds
of the 2021 Note, which may be drawn down from time to time until the Company consummates its initial Business Combination, will be used
for general working capital purposes.

 The 2021 Note bears no interest and is payable
in full upon the earlier to occur of (i) the Termination Date or (ii) the consummation of the Company's Business Combination. A
failure to pay the principal within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy
action shall be deemed an event of default, in which case the 2021 Note may be accelerated. The affiliates of the Sponsor had the option
to convert any unpaid balance of the 2021 Note into private placement warrants (the "Conversion Warrants"), each warrant exercisable
for one ordinary share of the Company at an exercise price of $ 1.50 per share. The terms of the Conversion Warrants would be identical
to the warrants issued by the Company to affiliates of the Sponsor in a private placement that was consummated in connection with the
Company's IPO. The affiliates of the Sponsor shall be entitled to certain registration rights relating to the Conversion Warrants.
On May 3, 2021, the 2021 Note was amended to remove the option to convert any unpaid balance of the 2021 Note into private placement warrants. As
of December 31, 2024 and 2023, there were no amounts outstanding under the 2021 Note.

 During the year ended December 31, 2022, the Company
issued a number of unsecured promissory notes (the "2022 Notes") totaling $ 258,780 to certain executive officers and affiliates
of the Company. The proceeds of the 2022 Notes will be used as general working capital purposes. The 2022 Notes bear no interest and is
payable in full upon the earlier to occur of (i) the Termination Date or (ii) the consummation of the Company's Business Combination.
Failure to pay the principals within five business days of the date specified above or the commencement of a voluntary or involuntary
bankruptcy action shall be deemed an event of default, in which case the 2022 Notes may be accelerated. As of December 31, 2024 and 2023,
$ 227,208 were outstanding under the 2022 Notes.

 On January 30, 2024, the Company issued an unsecured
promissory note in the principal amount of $ 1,660,000 (the "2024 Note") to the Sponsor. The 2024 Note does not bear interest
and matures upon closing of the Business Combination. In the event that the Company does not consummate a Business Combination, the 2024
Note will be repaid only from funds held outside of the Trust Account or will be forfeited, eliminated or otherwise forgiven. As of December
31, 2024, $ 1,365,000 was outstanding under the 2024 Note.

 As of December 31, 2024 and 2023, $ 1,592,208 and
$ 227,208 were outstanding under the promissory notes to the Sponsor, respectively.

 F- 20

 Administrative Support Agreement

 As of January 26, 2021 the Company had agreed,
commencing on the date that the Securities of the Company were first listed on NYSE, to pay the Sponsor up to $ 10,000 per month for
office space, utilities and secretarial and administrative support, and other obligations of the Sponsor. Upon completion of the initial
Business Combination or the Company's liquidation, the Company will cease paying these monthly fees. For each of the year ended
December 31, 2024 and 2023, the Company recorded $ 120,000 and $ 120,000 administrative service fees, respectively. $ 240,000 and $ 120,000
are reported as due to related parties in the accompanying balance sheets as of December 31, 2024 and 2023, respectively.

 Working Capital Loans

 In order to finance transaction costs in connection
with a Business Combination, the Sponsor or any of its affiliates or certain of the Company's officers and directors may, but are
not obligated to, loan the Company funds as may be required (the "Working Capital Loans"). If the Company completes a Business
Combination, the Company will repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise,
the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does
not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans but
no proceeds from the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,500,000 of such Working Capital Loans
may be convertible into warrants of the post-Business Combination company at a price of $ 1.50 per warrant at the option of the lender.

 On January 18, 2023, the Company issued an unsecured
promissory note (the "2023 Note") in the amount of $ 230,000 to the Sponsor. The proceeds of the 2023 Note will be used for
general working capital purposes. The 2023 Note bears no interest and is payable in full upon the earlier to occur of (i) the consummation
of the Company's Business Combination or (ii) the date that the winding up of the Company is effective. A failure to pay the principal
within five business days of the date specified above or the commencement of a voluntary or involuntary bankruptcy action shall be deemed
an event of default, in which case the 2023 Note may be accelerated. At the election of the Sponsor, all or a portion of the unpaid principal
amount of the 2023 Note may be converted into warrants of the Company, at a price of $ 1.50 per warrant, each warrant exercisable for one
Class A ordinary share of the Company. The warrants shall be identical to the private placement warrants issued to the Sponsor at the
time of the Company's IPO. As of December 31, 2024 and 2023, $ 230,000 is outstanding under this 2023 Note.

 As disclosed in the definitive proxy statement
filed by the Company with the SEC on December 30, 2022 relating to the Extension Meeting, the Sponsor agreed that if the 2023 Extension
Amendment Proposal is approved, it or one or more of its affiliates, members or third-party designees will contribute to the Company as
a loan, within ten (10) business days of the date of the Extension Meeting, $ 450,000, to be deposited into the Trust Account. In addition,
in the event the Company does not consummate an initial Business Combination by the Articles Extension Date, the Lender may contribute
to the Company $ 150,000 as a loan to be deposited into the Trust Account for each of nine one-month extensions following the Articles
Extension Date.

 Accordingly, on January 30, 2023, the Company
issued an unsecured promissory note, in the amount of $ 3,000,000 to the Sponsor (the "Extension Note"). The Sponsor funded
the initial principal amount of $ 450,000 on January 30, 2023. The Extension Note does not bear interest and matures upon closing of the
Company's initial Business Combination. In the event that the Company does not consummate a Business Combination, the Extension
Note will be repaid only from amounts remaining outside of the Trust Account, if any. The proceeds of the Extension Note will be deposited
in the Trust Account. At the election of the payee, $ 1,270,000 of the total principal amount of the Extension Note may be converted, in
whole or in part, at the option of the Lender into warrants of the Company at a price of $ 1.50 per warrant, which warrants will be identical
to the private placement warrants issued to the Sponsor at the time of the IPO of the Company. As of December 31, 2024 and 2023, $ 2,951,000
and $ 2,901,000 are outstanding under this Extension Note, respectively.

 The notes were accounted for using the bifurcation
method, and it was determined that the conversion feature was de minimis and was recorded at par value. As of December 31, 2024 and 2023,
there were $ 3,181,000 and $ 3,131,000 of borrowings under the Working Capital Loans, respectively.

 F- 21

 Note 6 — Commitments and Contingencies

 Registration Rights

 The holders of the Founder Shares, private placement
warrants, Class A ordinary shares underlying the private placement warrants and warrants that may be issued upon conversion of Working
Capital Loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued
upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration and shareholder rights agreement
to be signed prior to or on the Effective Date of the IPO. The holders of these Securities are entitled to make up to three demands, excluding
short form demands, that the Company registers such Securities. In addition, the holders have certain "piggyback" registration
rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the
Company to register for resale such Securities pursuant to Rule 415 under the Securities Act. In addition, if the Sponsor affiliates acquire
shares in the IPO, they would become affiliates (as defined in the Securities Act) of the Company following the IPO, and the Company would
file a registration statement following the IPO to register the resale of the Public Shares purchased by the Sponsor affiliates (or their
nominees) in the IPO. The Sponsor affiliates will not be subject to any lock-up period with respect to any Public Shares they may purchase.
The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering
the Company's Securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

 Underwriting Agreement

 The underwriters had a 45-day option from the
date of the IPO to purchase up to an aggregate of 4,500,000 additional Units at the public offering price less the underwriting commissions
to cover over-allotments, if any. On January 29, 2021, the underwriters partially exercised the over-allotment option to purchase 1,000,000
Units, and were paid an underwriting discount in aggregate of $ 6,200,000. As of March 15, 2021, the remaining over-allotment option expired.

 Additionally, the underwriters will be entitled
to a deferred underwriting discount of 3.5 % of the gross proceeds of the IPO held in the Trust Account, or $ 10,850,000, upon the completion
of the Company's initial Business Combination subject to the terms of the underwriting agreement.

 Investment Agreement

 On January 26, 2023, the Company, entered into
an Investment Agreement (the "Investment Agreement") with the Old Sponsor, and Endurance Constellation, LLC, a Delaware limited
liability company (the "Investor"), pursuant to which the Investor agreed to contribute to the Old Sponsor an aggregate amount
in cash equal up to $ 3,000,000, which amount will be loaned to the Company in accordance with the Extension Note, in consideration for
which, the Sponsor shall issue to the Investor interests in certain equity securities.

 In connection with the closing of the transactions
contemplated by the Investment Agreement, on January 26, 2023, the Old Sponsor underwent a reorganization pursuant to which the limited
partners of the Old Sponsor transferred all of their limited partnership interests to the Sponsor. On January 26, 2023, the Old Sponsor
was liquidated pursuant to applicable law by the retirement of the general partner of the Old Sponsor (the second to last partner of the
Old Sponsor) and all Securities held by the Old Sponsor were distributed by operation of law to its sole remaining limited partner, the
Sponsor, following which, on January 30, 2023, control of the Sponsor was transferred to affiliates of Antarctica Capital Partners, LLC,
including Antarctica Endurance Manager, LLC the general partner of the Sponsor.

 F- 22

 The Investment Agreement contains customary representations
and warranties of the parties, including, among others, with respect to corporate organization, corporate authority, and compliance with
applicable laws. The representations and warranties of each party set forth in the Investment Agreement were made solely for the benefit
of the other parties to the Investment Agreement, and shareholders of the Company are not third-party beneficiaries of the Investment
Agreement. In addition, such representations and warranties (a) are subject to materiality and other qualifications contained in the Investment
Agreement, which may differ from what may be viewed as material by shareholders of the Company, (b) were made only as of the date of the
Investment Agreement or such other date as is specified in the Investment Agreement and (c) may have been included in the Investment Agreement
for the purpose of allocating risk between the parties rather than establishing matters as facts. Accordingly, the Investment Agreement
is included with this filing only to provide shareholders of the Company with information regarding the terms of the Investment Agreement,
and not to provide shareholders of the Company with any other factual information regarding any of the parties or their respective businesses.

 Letter Agreement

 On January 30, 2023, the Company, the Old Sponsor,
certain officers and directors of the Company, and other parties thereto (the "Insiders," and together with the Old Sponsor,
the "Letter Agreement Parties") entered into an amendment to the Letter Agreement to allow the Old Sponsor to transfer its
holdings in the Company, directly or indirectly, to affiliate(s) of Antarctica Capital Partners, LLC prior to the expiration of the applicable
lock-up. In connection with the resignation of certain Insiders, the Letter Agreement Parties agreed that all Insiders that have resigned
from their positions as officers and/or directors of the Company and that no longer hold Class B ordinary shares shall no longer be parties
to the Letter Agreement.

 Note 7 — Shareholders' Deficit

 Preference shares — The Company
is authorized to issue a total of 1,000,000 preference shares at par value of $ 0.0001 each (the "Preference Shares").
On December 31, 2024 and 2023, there were no Preference Shares issued or outstanding.

 Class A ordinary shares —
The Company is authorized to issue a total of 200,000,000 Class A ordinary shares. On December 31, 2024 and 2023, there
were 7,600,000 and no shares issued and outstanding, excluding 2,367,684 and 4,493,843 shares subject to possible redemption,
respectively.

 Class B ordinary shares —
The Company is authorized to issue a total of 20,000,000 Class B ordinary shares. On January 30, 2024, the Sponsor converted
an aggregate of 7,600,000 Class B ordinary shares into Class A ordinary shares on a one-for-one basis. On December 31, 2024 and 2023,
there were 150,000 and 7,750,000 shares issued and outstanding, respectively.

 The Sponsor, officers and directors have agreed
not to transfer, assign or sell any of their Founder Shares until the earlier to occur of (i) one year after the date of the consummation
of the initial Business Combination or (ii) subsequent to the initial Business Combination, (x) if the closing price of the Class A ordinary
shares equals or exceeds $ 12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination,
or (y) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that
results in all of the public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

 The Founder Shares will automatically convert
into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio such
that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted
basis, 20 % of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the IPO, plus (ii) the sum
of 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,
deemed issued, or to be issued, to any seller in the initial Business Combination and any private placement warrants issued to the Sponsor,
officers and directors or any of their affiliates upon conversion of Working Capital Loans. In no event will the Class B ordinary shares
convert into Class A ordinary shares at a rate of less than one to one.

 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,
with each share of ordinary shares entitling the holder to one vote.

 F- 23

 Note 8 — Fair Value Measurements

 The following table presents information about
the Company's assets and liabilities that are measured at fair value on a recurring basis at December 31, 2024 and 2023, and indicates
the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:

 Description

 Level

 2024

 Level

 2023

 Liabilities

 Public Warrant Liability

 $
 165,333

 $
 196,332

 Private Placement Warrant Liability

 $
 87,467

 $
 103,867

 The warrants are accounted for as liabilities
in accordance with ASC 815-40 and are presented within warrant liability on the balance sheets. The warrant liabilities are measured at
fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liability
in the statements of operations.

 The Company established the initial fair value
for the public warrants on January 29, 2021, the date of the Company's IPO, using a Monte Carlo simulation model, and for the private
placement warrants on January 29, 2021, using a Black-Scholes model. As of December 31, 2024 and 2023, the fair value of the private placement
warrants was valued utilizing the quoted market price of the public warrants, and the fair value of the public warrants by reference to
the quoted market price of the public warrants. The public warrants and private placement warrants were classified as Level 3 at the initial
measurement date. There were no transfers among fair value hierarchy during the year ended December 31, 2024 and 2023. The public warrants
are classified as Level 2 due to the lack of trading activity as of the reporting date. The estimated fair value of the public warrants
transferred from a Level 1 measurement to a Level 2 fair value measurement during the year ended December 31, 2023 was $ 196,332.

 Note 9 — Segment Information

 ASC Topic 280, "Segment Reporting,"
establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic
areas, and major customers. Operating segments are defined as components of an enterprise that engage in business activities from which
it may recognize revenues and incur expenses, and for which separate financial information is available that is regularly evaluated by
the Company's chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

 The Company's chief operating decision maker
has been identified as the Chief Financial Officer ("CODM"), who reviews the assets, operating results, and financial metrics
for the Company as a whole to make decisions about allocating resources and assessing financial performance. Accordingly, management has
determined that there is only one reportable segment.

 F- 24

 The CODM assesses performance for the single segment
and decides how to allocate resources based on net income or loss that also is reported on the statements of operations as net income
or loss. The measure of segment assets is reported on the balance sheets as total assets. When evaluating the Company's performance
and making key decisions regarding resource allocation, the CODM reviews several key metrics included in net income or loss and total
assets, which include the following:

 For the

Year Ended

2024

 For the

Year Ended

2023

 Cash held in Trust Account

 $
 28,123,011

 $
 49,857,596

 Cash

 $
 5,303

 $
 3,541

 For the

Year Ended

2024

 For the

Year Ended

2023

 General and administrative costs

 $
 1,572,590

 $
 3,560,335

 Interest earned on investments held in Trust Account

 $
 1,276,948

 $
 3,026,074

 The CODM reviews interest earned on investments
held in 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.

 General and administrative expenses are reviewed
and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a business combination or similar
transaction within the business combination period. The CODM also reviews general and administrative costs to manage, maintain and enforce
all contractual agreements to ensure costs are aligned with all agreements and budget. General and administrative costs, as reported on
the statements of operations, are the significant segment expenses provided to the CODM on a regular basis.

 All other segment items included in net income
or loss are reported on the statements of operations and described within their respective disclosures.

 Note 10 — Subsequent Events

 The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the financial statements were issued. Based on this review, other as described
below, the Company determined no events have occurred that would require adjustments to the disclosures in the financial statements.

 On January 27, 2025, the Company held the Shareholder
Meeting (A) to amend, by way of special resolution, the Company's amended and restated memorandum and articles of association to
extend the 2025 Termination Date by which the Company has to consummate a business combination from the 2025 Original Termination Date
to the 2025 Articles Extension Date and to allow the Company, without another shareholder vote, to elect to extend the 2025 Termination
Date to consummate a business combination on a monthly basis for up to eleven times by an additional one month each time after the 2025
Articles Extension Date, by resolution of the Company's board of directors, if requested by Constellation Sponsor LP, a Delaware
limited partnership, and upon five days' advance notice prior to the applicable 2025 Termination Date, until January 29, 2026, or
a total of up to twelve months after the Original Termination Date, unless the closing of a business combination shall have occurred prior
thereto; (B) to amend, by way of special resolution, the Company's Memorandum and Articles of Association to permit for the issuance
of Class A ordinary shares to holders of the Company's Class B ordinary shares, upon the exercise of the right of a holder of the
Class B ordinary shares to convert such holder's Class B ordinary shares into Class A ordinary shares on a one-for-one basis at
any time and from time to time prior to the closing of an initial business combination at the election of the holder; and (C) if required,
an adjournment proposal to adjourn, by way of ordinary resolution, the Shareholder Meeting to a later date or dates, if necessary, (i)
to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Shareholder Meeting, there are
insufficient Class A ordinary shares and Class B ordinary shares in the capital of Constellation represented (either in person or by proxy)
to approve the 2025 Extension Amendment Proposal and the Founder Share Amendment Proposal, (ii) where Constellation would not adhere to
the initial or continued trading requirements of OTCQX Best Market and the OTCQB Venture Market or (iii) where the Board has
determined it is otherwise necessary.

 F- 25

 In connection with the vote to approve the 2025 Extension Amendment
Proposal and the Founder Share Amendment Proposal held on January 27, 2025, the holders of 2,303,382 Class A ordinary shares properly
exercised their right to redeem their shares for cash at a redemption price of approximately $ 11.91 per share, for an aggregate redemption
amount of approximately $ 27,428,399. After the satisfaction of such redemptions and receipt of the initial deposit of $ 5,000 to the Trust
Account, the balance in the Trust Account was approximately $ 778,970.65 and there are 7,664,302 Class A ordinary shares outstanding, of
which 64,302 Class A ordinary shares are held by the Company's public shareholders.

 On February 25, 2025, the Company drew an aggregate
of $ 5,000 (the "Extension Funds"), as approved by unanimous director resolution, dated February 25, 2024, pursuant to the
2024 Note (as defined below), which Extension Funds the Company deposited into the Company's Trust Account for its public shareholders.
This deposit enables the Company to extend the date by which it must complete its initial business combination from February 28, 2025
to March 29, 2025 (the "First 2025 Extension"). The First 2025 Extension is the first of eleven one-month extensions permitted
under the Company's amended and restated memorandum and articles of association and provides the Company with additional time to
complete its initial business combination. The note does not bear interest and matures upon closing of the Company's initial business
combination. In the event that the Company does not consummate a business combination, the note will be repaid only from amounts remaining
outside of the Company's Trust Account, if any.

 On March 10, 2025, the
Company's Class A ordinary shares started trading on the OTC Pink Market ("OTC Pink") and the Company's units
started trading on the OTCQB Venture Market ("OTCQB"). The main difference between OTCQB and OTC Pink from OTCQX is that
securities listed on the OTCQB and OTC Pink undergo additional quality review and have different listing standards than those on the OTCQX,
although all are tiers of the OTC Markets. The trading symbols for the Class A ordinary shares and units remained the same.

 The transition to OTC Pink
and OTCQB from OTCQX of the Company's Class A ordinary shares and units is not expected to affect the Company's business operations,
its relationships with partners or employees or its current SEC reporting obligations.

 On March 27, 2025, the Company drew additional Extension Funds, as approved by unanimous resolution of the extension committee of the
Company's board of directors, dated March 27, 2025, pursuant to the 2024 Note, which Extension Funds the Company deposited into
the Company's Trust Account for its public shareholders. This deposit enables the Company to extend the date by which it must complete
its initial business combination from March 29, 2025 to April 29, 2025 (the "Second 2025 Extension"). The Second 2025 Extension
is the second of eleven one-month extensions permitted under the Company's amended and restated memorandum and articles of association
and provides the Company with additional time to complete its initial business combination. The note does not bear interest and matures
upon closing of the Company's initial business combination. In the event that the Company does not consummate a business combination,
the note will be repaid only from amounts remaining outside of the Company's Trust Account, if any.

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