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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

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

 For
the fiscal year ended December 31, 2024

 or

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

 For
the transition period from to

 Commission
file number: 001-40912

 Compass
Digital Acquisition Corp.

 (Exact
name of registrant as specified in its charter)

 Cayman
 Islands

 N/A

 (State
 or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 US
 Hwy 50, Suite 309,

 Zephyr
 Cove, NV

 89448

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
telephone number, including area code: 775 - 339-1671

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

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

 Title
 of class

 Units,
 each consisting of one Class A Ordinary Share and one-third of one redeemable Warrant

 Class
 A Ordinary Shares, par value $0.0001 per share

 Warrants,
 each exercisable for one Class A Ordinary Share for $11.50 per share

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

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

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

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

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

 Large accelerated
 filer

 Accelerated
 filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

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.

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

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

 The
aggregate market value of the registrant's outstanding Class A Ordinary Shares, other than shares held by persons who may be deemed
affiliates of the registrant, computed by reference to the closing price for the Class A Ordinary Shares on June 28, 2024, the last business
day of the registrant's most recently completed second fiscal quarter, as reported on The
 Nasdaq Global Market was approximately $ 56.5 million.

 As
of March 24, 2025, there were 5,681,485 Class A Ordinary Shares, par value $ 0.0001
per share, and 2,110,122 Class B Ordinary Shares, par value $ 0.0001 per share, of the
registrant issued and outstanding.

 TABLE
OF CONTENTS

 PAGE

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C

 Cybersecurity.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item
 5.

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

 Item 6.

 [Reserved]

 Item 7.

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

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

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

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence.

 Item 14.

 Principal Accountant Fees and Services.

 Item 15.

 Exhibit and Financial Statement Schedules.

 Item 16.

 Form 10-K Summary.

 SIGNATURES

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

 our ability to complete
 our initial Business Combination, including the EEW Business Combination;

 our
 expectations around the performance of the prospective target business or businesses, such as EEW (as defined below);

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

 our officers and directors
 allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial
 Business Combination, as a result of which they would then receive expense reimbursements;

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

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

 the ability of our Management Team (as defined below) to generate and execute on potential acquisition opportunities
that will generate value for shareholders;

 our public securities'
 potential liquidity and trading;

 the use of proceeds not
 held in the Trust Account (as defined below) or available to us from interest income on the Trust Account balance;

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

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

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

 our financial performance;
 or

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

 ii

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

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

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

 "2021
 Annual Report" are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the SEC on
 February 24, 2022;

 "2021 Note Warrants"
 are to the warrants to purchase Class A Ordinary Shares, which may be issued upon the conversion of any unpaid balance of the 2021
 Promissory Note (as defined below) at GCG's (as defined below) option;

 "2021 Promissory
 Note" are to the unsecured promissory note in the principal amount of up to $1,000,000 we issued to GCG on December 30, 2021;

 "2021 Working Capital
 Loan" are to funds that, in order to provide working capital or finance transaction costs
 in connection with a Business Combination, the Initial Shareholders, Legacy Sponsor or an affiliate of the Initial Shareholders or
 Sponsor, or certain of our Prior Directors and Officers could, but were not obligated to, loan us;

 " 2022
 Annual Report" are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the SEC on
 April 18, 2023;

 " 2023
 Annual Report" are to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on
 April 1, 2024;

 "2023 EGM"
 are to our extraordinary general meeting of shareholders held on October 12, 2023;

 "2023 Extension
 Amendment Proposal" are to the proposal at the 2023 EGM to extend the Combination Period from October 19, 2023 to July 19,
 2024 (or such earlier date as determined by the Board);

 "2023 Founder Share
 Conversion" are to the 600,000 Class A Ordinary Shares (as defined below) issued on October 19, 2023, following the approval
 of the Founder Share Amendment Proposal (as defined below) by our shareholders at the 2023 EGM, to the
 Sponsors (as defined below) upon the conversion of an equal number of Class B Ordinary Shares (as defined below) held by the Sponsors
 as Founder Shares (as defined below);

 iii

 "2023
 Non-Redemptions Agreements" are to the Non-Redemption Agreements we entered into between October 9, 2023 and October 19, 2023
 with our Sponsor and unaffiliated, third-party investors in exchange for such investors agreeing not to redeem the 2023 Non-Redeemed
 Shares (as defined below) at the 2023 EGM;

 "2023 Non-Redeemed
 Shares" are to the 4,998,734 Public Shares that were not redeemed at the 2023
 EGM pursuant to the 2023 Non-Redemption Agreements;

 "2023
 Redemptions" are to the 16,045,860 Public Shares whose holders properly exercised their right to redeem their Public Shares
 for cash at a redemption price of approximately $10.54 per share in connection with the approval of the Charter Amendment Proposals
 (as defined below);

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

 "2024 EGM"
 are to our extraordinary general meeting in lieu of an annual general meeting of shareholders held on July 18, 2024;

 "2024 Extension
 Amendment Proposal" are to the proposal at the 2024 EGM to extend the Combination Period from July 19, 2024 to December 19,
 2024, and then on a monthly basis up to four (4) times until April 19, 2025 (or such earlier date as determined by the Board);

 "2024 Founder Share
 Conversion" are to the 2,600,000 Class A Ordinary Shares issued on July 24, 2024 to the
 Sponsors upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsors as Founder Shares;

 "2024 Non-Redemptions
 Agreements" are to the Non-Redemption Agreements we entered into on July 17, 2024 and July 18, 2024 with our Sponsor and unaffiliated,
 third-party investors in exchange for such investors agreeing not to redeem the 2024 Non-Redeemed Shares (as defined below) at the
 2024 EGM;

 "2024 Non-Redeemed
 Shares" are to the 2,475,000 Public Shares that were not redeemed at the 2024 EGM pursuant to the 2024 Non-Redemption Agreements;

 "2024 Note Warrants"
 are to the warrants to purchase Class A Ordinary Shares, which may be issued upon the conversion of any unpaid balance of up
 to $1,375,000 under the 2024 Promissory Note (as defined below) at Sponsor's option prior to the consummation of the
 Business Combination;

 "2024
 Promissory Note" are to that certain unsecured promissory note in the principal amount of up to $2,500,000 issued to the Sponsor
 on November 21, 2024;

 "2024
 Redemptions" are to the 2,713,143 Public Shares whose holders properly exercised their right to redeem their Public Shares
 for cash at a redemption price of approximately $10.92 per share in connection with the approval of the 2024 Extension Amendment
 Proposal;

 "2024 Working Capital
 Loan" are to funds that, in order to provide working capital or finance transaction costs
 in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor, or our current directors and officers, may,
 but are not obligated to, loan us;

 "2025 Proxy Statement"
 are to the Preliminary Proxy Statement we filed with the SEC on March 13, 2025, as may be amended, for an upcoming extraordinary general meeting in lieu
 of an annual general meeting of our shareholders at which we will seek approval to, among other things, (i) further extend the Combination
 Period beyond April 19, 2025 and (ii) eliminate the net tangible assets requirement from the Amended and Restated Charter;

 iv

 "Administrative
 Services Agreement" are to the Administrative Services Agreement, dated October 14, 2021, which we entered into with our Legacy
 Sponsor (as defined below), as assigned to our Sponsor (as defined below) in connection with the Sponsor Handover (as defined below);

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

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

 "ASU" are to
 the FASB Accounting Standards Update;

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

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

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

 "Charter Amendment
 Proposals" are to the 2023 Extension Amendment Proposal and the Founder Share Amendment
 Proposal (as defined below), together;

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

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

 "Closing" are
 to the closing of the transactions contemplated by the EEW Business Combination Agreement (as
 defined below);

 "Combination Period"
 are to the 42-month period, from the closing of the Initial Public Offering (as defined below) to April 19, 2025 (or such earlier
 date as determined by the Board) as extended by the 2024 Extension Amendment Proposal approved at the 2024 EGM, that we have to consummate
 an initial Business Combination; provided that the Combination Period may be further extended pursuant to an amendment to the Amended
 and Restated Charter and consistent with applicable laws, regulations and stock exchange rules and as set forth in the 2025 Proxy Statement;

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

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

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

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

 "EEW" are to
 EEW Renewables Ltd, a company formed under the laws of England and Wales;

 "EEW Business Combination"
 are to the Merger (as defined below), the Share Exchange (as defined below) and the other transactions
 contemplated by the EEW Business Combination Agreement and the ancillary documents, collectively;

 "EEW Business Combination
 Agreement" are to the Business Combination Agreement, dated as of September 5, 2024,
 that we entered into with the Purchaser Representative (as defined below), Pubco (as defined below), Merger Sub (as defined below),
 EEW, the Sellers (as defined below) and the Seller Representative (as defined below), as amended, restated or otherwise modified
 from time to time;

 v

 "EEW Ordinary Shares"
 are to the is sued and outstanding ordinary shares of EEW;

 "EEW Registration
 Statement" are to the Registration Statement on Form F-4, which will include a proxy statement/prospectus prepared by us, to
 be filed by Pubco with the SEC in connection with the EEW Business Combination;

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

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

 "Extension Redemptions"
 are to the 2023 Redemptions and the 2024 Redemptions, together;

 "FASB" are
 to the Financial Accounting Standards Board;

 "FINRA" are
 to the Financial Industry Regulatory Authority;

 "Founder
 Share Amendment Proposal" are to the proposal at the 2023 EGM to provide
 for the right of a holder of Class B Ordinary Shares to convert such 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 a Business Combination at the election of the holder;

 "Founder Share Conversions"
 are the 2023 Founder Share Conversion and the 2024 Founder Share Conversion, together;

 "Founder Shares"
 are to the Class B Ordinary Shares initially purchased by our Initial Shareholders in the Private Placement (as defined below) and
 the Class A Ordinary Shares that (i) will be issued upon the automatic conversion of the Class B Ordinary Shares at the time of our
 Business Combination as described herein (for the avoidance of doubt, such Class A Ordinary
 Shares will not be "Public Shares") and (ii) were issued in connection with
 the Founder Share Conversions upon the conversion of an equal number of Class B Ordinary Shares;

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

 "GCG" are to
 YAS International, LLC (d/b/a Gupta Capital Group), an affiliate of our Legacy Sponsor;

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

 "Initial Public Offering"
 or "IPO" are to the initial public offering that we consummated on October 19, 2021;

 "Initial Shareholders"
 are to holders of our Founder Shares, including out Legacy Sponsor, prior to our Initial Public Offering;

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

 "Insider Letter"
 are to the Letter Agreement, dated October 14, 2021, which we entered into with our Legacy Sponsor and Prior Directors and Officers
 (as defined below), as amended by the Insider Letter Amendment (as defined below) and the Second Insider Letter Amendment (as defined
 below), as agreed to by our directors and officers pursuant to the Insider Letter Joinder (as defined below);

 vi

 "Insider Letter Amendment"
 are to the Amendment to Letter Agreement, dated as of August 31, 2023, which we entered into with our Sponsors and Prior Directors
 and Officers;

 "Insider Letter Joinder"
 are to the Joinder to Letter Agreement, dated as of March 29, 2024, which we entered into with our directors and officers;

 "Institutional Anchor
 Investors" are to c ertain institutional investors that are not affiliated with us, our
 Sponsors, our Prior Directors and Officers, or any member of our Management, that purchased our securities in connection with the
 Initial Public Offering;

 "IPO Promissory Note"
 are to that certain unsecured promissory note in the principal amount of up to $250,000 issued
 to an affiliate of our Legacy Sponsor on March 9. 2021;

 "IPO Registration
 Statement" are to the Registration Statement on Form S-1 initially filed with the SEC on September 14, 2021, as amended, and
 declared effective on October 14, 2021 (File No. 333-259502);

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

 "Legacy Sponsor"
 are to Compass Digital SPAC LLC, a Delaware limited liability company;

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

 "Marcum" are
 to Marcum LLP, our prior independent registered public accounting firm;

 "Merger" are
 to the step in the EEW Business Combination where Me rger Sub will merge with and into our Company,
 with our Company continuing as the surviving entity;

 "Merger Sub"
 are to EEW Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of Pubco;

 "Nasdaq" are
 to The Nasdaq Stock Market LLC;

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

 "Nasdaq Rules" are to the continued listing rules of Nasdaq, as they exist as of the date of this Report;

 "Non-Redemption Agreements"
 are to the 2023 Non-Redemption Agreements and the 2024 Non-Redemption Agreements, together;

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

 "Over-Allotment Option"
 are to the 45-day option we granted to the underwriters of the Initial Public Offering pursuant to the Underwriting Agreement (as defined below), which was partially exercised on November
 30, 2021;

 "Over-Allotment Units"
 are to units purchased by the underwriters of the Initial Public Offering upon partial exercise of the Over-Allotment Option on November
 30, 2021;

 "OTC" are to
 the OTC Markets Group Inc.;

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

 "Polar" are
 to Polar Multi-Strategy Master Fund;

 "Polar Capital Investment"
 are to the agreement by Polar to fund up to $1,500,000 to us, subject to funding milestones,
 which when reached, Polar will fund certain amounts to us if the Sponsor requests a draw down pursuant to the Polar Subscription
 Agreement (as defined below);

 vii

 "Polar Subscription
 Agreement" are to the Subscription Agreement, dated September 6, 2023, we entered into with Polar and our Sponsor;

 "Prior Directors
 and Officers" are to Abidali Neemuchwala, Burhan Jaffer, Satish Gupta, Steven Freiberg,
 Deborah C. Hopkins and Bill Owens;

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

 "Private Placement
 Warrants" are to the warrants issued to our Legacy Sponsor and the underwriters of the Initial Public Offering in the Private
 Placement;

 "Private Placement Warrants Purchase Agreement" are to the Private Placement Warrants Purchase Agreement, dated October 14,
2021, which we entered into with our Legacy Sponsor;

 "Pubco"
 are to EEW Renewables Corp, a Cayman Islands exempted company;

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

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

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

 "Purchase
 Representative" are to the Sponsor, in its capacity as the representative from and after the Closing for the shareholders of
 our Company (other than the Sellers and their successors and assignees) in accordance with the terms and conditions of the EEW Business
 Combination Agreement;

 "Redemption Limitation" are to the limitation in our Amended
and Restated Charter that we may not redeem Public Shares to the extent that such redemption would result in us having net tangible assets
(as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) of less than $5,000,001;

 "Registration Rights
 Agreement" are to the Registration Rights Agreement, dated October 14, 2021, which we entered into with the Initial Shareholders
 and the holders party thereto, including parties of the Registration Rights Agreement Joinder (as defined below);

 "Registration Rights
 Agreement Joinder" are to the joinder to the Registration Rights Agreement entered into by our Sponsor in connection with the
 Sponsor Handover;

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

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

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

 "Second Insider Letter
 Amendment" are to the Insider Letter Amendment, dated as of September 5, 2024, we entered into with the Sponsors, Pubco (upon execution
 of a joinder thereto) and the other signatories thereto;

 "Seller Representative"
 are to E.E.W. Global Holding Limited, in its capacity as the representative for the Sellers
 in accordance with the terms and conditions of the EEW Business Combination Agreement;

 "Sellers" are
 to the shareholders of EEW named within the EEW Business Combination Agreement that executed
 and delivered the EEW Business Combination Agreement on the signing date (together with any transferees of EEW Ordinary Shares prior
 to the Closing that either sign a joinder agreement to become a party to the EEW Business Combination Agreement, or that become bound
 thereby pursuant to the drag-along rights to be set forth in EEW's amended organizational documents), collectively;

 viii

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

 "Share Exchange"
 are to the step in the EEW Business Combination where Pubco shall acquire all of the EEW Ordinary
 Shares from the Sellers in exchange for ordinary shares of Pubco;

 "SPACs" are
 to special purpose acquisition companies;

 "Sponsor"
 are to HCG Opportunity, LLC,
 a Delaware limited liability company;

 "Sponsor
 Handover" are to the transactions contemplated
 by the Sponsor Purchase Agreement (as defined below), which were consummated on August 31, 2023;

 "Sponsor
 Purchase Agreement" are to the Securities
 Purchase Agreement, effective as of August 31, 2023, into which our Sponsors entered in connection with the Sponsor Handover;

 "Sponsors"
 are to our Legacy Sponsor and Sponsor, together;

 "Trust Account"
 are to the U.S.-based trust account in which an amount of $200,000,000 from the net proceeds of the sale of the Units in the Initial
 Public Offering and the Private Placement Warrants in the Private Placement was placed following the closing of the Initial Public
 Offering;

 "Trust
 Agreement" are to the Investment Management Trust Agreement, dated October 14, 2021, which we entered into with Continental,
 as trustee of the Trust Account;

 "Underwriting Agreement" are to the Underwriting Agreement, dated October 14, 2021, which we entered into with Citigroup Global
Markets Inc. and Citigroup Global Markets Inc., as representatives of the several underwriters of the Initial Public Offering;

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

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

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

 "Working Capital
 Loans" are to the 2021 Working Capital Loan and the 2024 Working Capital Loan, together.

 ix

 PART
I

 Item
 1.

 Business.

 Overview

 We
are a blank check company incorporated in the Cayman Islands on March 8, 2021. The Company was formed for the purpose of effectuating
a Business Combination. We are an early-stage and emerging growth company and, as such, we are subject to all of the risks associated
with early-stage and emerging growth companies.

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

 Initial
Public Offering

 On
October 19, 2021, we consummated our Initial Public Offering of 20,000,000 Units. Each Unit consists of one Public Share and one-third
of one Public Warrant, with each whole Public Warrant entitling the holder thereof to purchase one Class A Ordinary Share for $11.50
per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds of $200,000,000. Certain Institutional Anchor
Investors purchased an aggregate of 20,000,000 Units. The Institutional Anchor Investors also purchased 1,547,727 Founder Shares from
the Legacy Sponsor at the original purchase price of $0.004 per share.

 We
granted the Over-Allotment Option to purchase up to an additional 3,000,000 Over-Allotment Units at the Initial Public Offering price
to cover over-allotments, if any. On November 30, 2021, the underwriters of the Initial Public Offering partially exercised the Over-Allotment
Option to purchase an additional 1,240,488 Over-Allotment Units at a price of $10.00 per Over-Allotment Unit, generating gross proceeds
of approximately $12,404,880.

with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, we completed the private sale of an aggregate of 4,666,667 Private Placement
Warrants to our Legacy Sponsor in the Private Placement at a purchase price of
$1.50 per Private Placement Warrant, generating gross proceeds of $7,000,000. Also, in connection with the partial exercise of the
Over-Allotment Option, the Legacy Sponsor purchased an additional 165,398 Private Placement Warrants at a purchase price of $1.50
per Private Placement Warrant. Concurrently with the closing of the Private Placement, the Institutional Anchor Investors paid the
Legacy Sponsor $280,000 for the transfer of an aggregate of 186,667 Private Placement Warrants, which transfer will take place upon
the closing of the initial Business Combination.

 A
total of $200,000,000, comprised of $196,000 of the proceeds from the Initial Public Offering and $4,000,000 of the proceeds from the
Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee.

 Our
Legacy Sponsor was Compass Digital SPAC LLC, a Delaware limited liability company. On August 31, 2023, upon the consummation of the Sponsor
Handover (as described below), HCG Opportunity, LLC, a Delaware limited liability company,
became our new sponsor.

 It
is the job of our Sponsor and Management Team to complete our initial Business Combination. Our Management Team is led by (i) Daniel
Hennessy, the Chairman of our Board of Directors, (ii) Thomas Hennessy, our Chief Executive
Officer and a director and (iii) Nick Geeza, our Chief Financial Officer, who have many years of experience in
effecting successful Business Combination agreements. Our Management Team has a deep understanding of the intricacies of SPAC and Business
Combination agreements and have successfully led multiple SPACs from inception to completion. Our Management Team has cultivated extensive
networks within the financial, legal, and regulatory enabling us to identify acquisition targets, negotiate favorable terms, and expedite
the due diligence process. The team leverages previous experience to implement risk management strategies and adhere to the highest standards
of corporate governance and regulatory compliance.

 We
must complete our initial Business Combination by April 19, 2025, the end of our Combination Period, which is 42 months from the closing
of our Initial Public Offering, unless our Combination Period is further extended. If our initial Business Combination is not consummated
by the end of our Combination Period, then, unless our Board of Directors shall otherwise determine, our existence will terminate, and
we will distribute all amounts in the Trust Account.

Handover

 On
August 30, 2023, our Sponsors entered into the Sponsor Purchase Agreement, and on August 31, 2023, our Sponsors consummated the Sponsor
Handover. Pursuant to the terms of the Sponsor Purchase Agreement, at the Sponsor Handover: (i) the Legacy Sponsor transferred 3,093,036
Founder Shares and 4,645,398 Private Placement Warrants to our Sponsor; (ii) our Sponsor agreed to cause us to pay an aggregated amount
of $300,000 in cash consideration upon closing of the Business Combination at the Legacy Sponsor's direction to entities or accounts
as directed by the Legacy Sponsor (including the repayment of $125,000 under the 2021 Promissory Note); (iii) our Sponsor entered into
the Registration Rights Agreement Joinder; (iv) the Legacy Sponsor assigned the Administrative Services Agreement to our Sponsor; (v)
all Prior Directors and Officers resigned, and each member of our Management Team was appointed by our Sponsor; and (vi) we entered into
the Insider Agreement Amendment with the Sponsors and the Prior Directors and Officers.

 On
March 29, 2024, we entered into the Insider Letter Joinder with each of our directors and officers, which is effective as of the Sponsor
Handover on August 31, 2023.

 Extensions
of our Combination Period

 We
initially had until October 19, 2023, 24 months from the closing of the Initial Public Offering, to consummate our initial Business Combination.

 On
October 19, 2023, we held the 2023 EGM at which our shareholders approved the Charter Amendment Proposals. In connection with the vote
to approve the Charter Amendment Proposals, Public Shareholders holding 16,045,860 Public Shares (after giving effect to withdrawals
of redemptions) exercised their right to redeem such Public Shares for cash at a redemption price of approximately $10.54 per Public
Share, for an aggregate redemption amount of approximately $169.1 million in the 2023 Redemptions.

 On
July 18, 2024, we held the 2024 EGM to approve, among other things, the 2024 Extension Amendment Proposal. In connection with the vote
to approve the 2024 Extension Amendment Proposal, Public Shareholders holding 2,713,143 Public Shares (after giving effect to withdrawals
of redemptions) exercised their right to redeem such Public Shares for cash at a redemption price of approximately $10.92 per Public
Share, for an aggregate redemption amount of approximately $29.6 million in the 2024 Redemptions.

 We
may seek to further extend the Combination Period consistent with applicable laws and regulations by amending the Amended and Restated
Charter. Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all
or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our
Trust Account and our capitalization. See the 2025 Proxy Statement for additional information about the further extension
of our Combination Period.

Share Conversions

 On
October 19, 2023, following the approval of the Founder Share Amendment Proposal by our shareholders at the 2023 EGM, we issued an aggregate
of 600,000 Class A Ordinary Shares to the Sponsors upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsors
as Founder Shares in the 2023 Founder Share Conversion.

 On
July 24, 2024, in connection with the 2024 EGM and the 2024 Redemptions, the Sponsors also converted an aggregate of 2,600,000 Founder
Shares on a one-for-one basis into Class A Ordinary Shares in the 2024 Founder Share Conversion.

 The
Class A Ordinary Shares issued in the Founder Share Conversions are subject to the same restrictions as applied to the Class B Ordinary
Shares before the Founder Share Conversions, including the
Sponsors' agreement not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after
the completion of a Business Combination or (ii) the date on which we complete a liquidation, merger, capital share exchange or similar
transaction that results in our shareholders having the right to exchange their Ordinary Shares
 for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Class A Ordinary
Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder
Shares will be released from the lock-up.

the Sponsor Handover, the Founder Share Conversions and the Extension Redemptions, there were 5,681,485 Class
A Ordinary Shares and 2,110,122 Class B Ordinary Shares issued and outstanding and the Legacy Sponsor
and Sponsor hold approximately 28.45% and 39.70%, respectively, of the issued and outstanding Ordinary Shares.

 EEW
Business Combination

 On
September 5, 2024, we entered into the EEW Business Combination Agreement with the Purchaser Representative, EEW, the Sellers, the Seller
Representative and, upon execution of joinders thereto, Pubco and Merger Sub.

to the EEW Business Combination Agreement, subject to the terms and conditions set forth therein, at the Closing, (a) Merger Sub will
merge with and into our Company, with our Company continuing as the surviving entity, and as a result of the Merger, (i) we shall become
a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of our Company immediately prior to the Effective Time
shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially
equivalent security of Pubco, (b) Pubco shall acquire all of EEW Ordinary Shares from the Sellers in exchange for newly issued ordinary
shares of Pubco, par value $0.0001 per share (the "Pubco Ordinary Shares"), all upon the terms and subject to the conditions
set forth in the EEW Business Combination Agreement and in accordance with the applicable provisions of the Companies Act and the laws
of England and Wales, and any outstanding convertible securities of EEW will be terminated; and (c) as a result of the EEW Business Combination,
our Company and EEW each will become a wholly-owned subsidiary of Pubco, and Pubco will become a publicly traded company upon the Closing.

 The
below subsection describes the material provisions of the EEW Business Combination Agreement, but does not purport to describe all the
terms thereof. This summary of the EEW Business Combination Agreement is qualified in its entirety by reference to the complete text
of the EEW Business Combination Agreement, a copy of which is filed with the Report as Exhibit 2.1 and incorporated by reference herein.
Unless otherwise defined herein, the capitalized terms used in this subsection have the same meanings given to them in the EEW Business
Combination Agreement. Unless otherwise indicated, this Report does not assume the closing of the EEW Business Combination.

 Share
Exchange and Consideration

 The
base consideration to be paid to the Sellers is $300,000,000 (subject to increase to the extent that our unpaid transaction expenses
and cash liabilities as of the Closing that the Sponsor does not pay in cash exceeds $5,000,000, and subject to decrease to the extent
that the amount of EEW's unpaid transaction expenses is more than $5,000,000), and will be paid entirely in the form of Pubco Ordinary
Shares), with each share valued at $10.00 (such shares, the "Exchange Shares").

 In
addition to the base consideration as set forth above, the Sellers will be entitled to receive up to an additional 4,200,000 Pubco Ordinary
Shares, subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing,
including to account for any equity securities into which such shares are exchanged or converted (the "Earnout Shares"),
as additional consideration from Pubco in the event that:

 (i)

 if during the
 3-year period after the Closing (the "Earnout Period"), the volume-weighted average price for Pubco Ordinary Shares for
 20 out of 30 consecutive trading days is at least: (x) $11.00 per share, the Sellers will receive 50% of the Earnout Shares and (y)
 $12.00 per share, the Sellers will receive the remaining 50% of the Earnout Shares; or

 (ii)

 if Pubco's consolidated
 EBITDA for the fiscal year ended April 30, 2025 equals or exceeds $41.9 million, subject to certain adjustments, the Sellers will
 receive all of the Earnout Shares.

 If
there is a change-in-control transaction during the Earnout Period, to the extent that the express or implied price per Pubco Ordinary
Share in such transaction is equal to or greater than the applicable share price targets as set forth above, the vesting of such Earnout
Shares will accelerate and the Earnout Shares will be issuable upon the closing of such transaction.

 Representations
and Warranties

 The
EEW Business Combination Agreement contains a number of representations and warranties made by the parties as of the date of the EEW
Business Combination Agreement or other specific dates solely for the benefit of certain of the parties to the EEW Business Combination
Agreement, which in certain cases are subject to specified exceptions and materiality, Material Adverse Effect (as defined below), knowledge
and other qualifications contained in the Business Combination Agreement or in information provided pursuant to certain disclosure schedules
to the Business Combination Agreement. "Material Adverse Effect" as used in the EEW Business Combination Agreement means
with respect to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected
to have, individually or in the aggregate, a material adverse effect on the business, assets, liabilities, results of operations, or
financial condition of such person or entity and its subsidiaries, taken as a whole, or the ability of such person or entity or any of
its subsidiaries on a timely basis to consummate the transactions contemplated by the EEW Business Combination Agreement, or to perform
its obligations under the EEW Business Combination Agreement or any agreement ancillary thereto, in each case subject to certain customary
exceptions. The representations and warranties made by the parties are customary for transactions similar to the EEW Business Combination.

 In
the EEW Business Combination Agreement, EEW made certain customary representations and warranties to us, as of the date of the EEW Business
Combination Agreement and as of the Closing, including among others, related to the following: (1) corporate matters, including due organization,
existence and good standing; (2) authority and binding effect relative to execution and delivery of the EEW Business Combination Agreement
and other ancillary documents; (3) capitalization; (4) subsidiaries; (5) governmental approvals; (6) non-contravention; (7) financial
statements; (8) absence of certain changes; (9) compliance with laws; (10) permits; (11) litigation; (12) material contracts; (13) intellectual
property; (14) taxes and returns; (15) real property; (16) personal property; (17) title to and sufficiency of assets; (18) employee
matters; (19) benefit plans; (20) environmental matters; (21) transactions with related persons; (22) insurance; (23) certain business
practices; (24) renewable energy matters; (25) Investment Company Act of 1940; (26) finders and brokers; (27) independent investigation;
and (28) information supplied.

 In
the EEW Business Combination Agreement, each Seller, severally and not jointly, made certain customary representations and warranties
to us and Pubco, as of the date of the EEW Business Combination Agreement and as of the Closing, including among others, related to the
following: (1) corporate matters, including due organization, existence and good standing; (2) authority and binding effect relative
to execution and delivery of the EEW Business Combination Agreement and other ancillary documents; (3) ownership of the EEW Ordinary
Shares, (4) governmental approvals; (5) non-contravention; (6) litigation; (7) investment representations; (8) finders and brokers; (9)
information supplied; and (10) independent investigation.

 In
the EEW Business Combination Agreement, we made certain customary representations and warranties to EEW and Pubco, as of the date of
the EEW Business Combination Agreement and as of the Closing, including among others, related to the following: (1) corporate matters,
including due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the EEW
Business Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization;
(6) the SEC filings and financial statements; (7) reporting company and listing; (8) absence of certain changes; (9) compliance with
laws; (10) litigation, orders and permits; (11) taxes and returns; (12) employees and employee benefit plans; (13) properties; (14) material
contracts; (15) transactions with affiliates; (16) business activities; (17) Investment Company Act of 1940; (18) finders and brokers;
(19) certain business practices; (20) insurance; (21) the trust account; (22) inside letter; (23) information supplied; and (24) independent
investigation.

upon them becoming party to the EEW Business Combination Agreement, each of Pubco and Merger Sub made certain customary representations
and warranties to us and EEW with respect to Pubco and Merger Sub, as of the date of them becoming party to the EEW Business Combination
Agreement and as of the Closing, including representations and warranties related to the following: (1) corporate matters, including
due organization, existence and good standing; (2) authority and binding effect relative to execution and delivery of the EEW Business
Combination Agreement and other ancillary documents; (3) governmental approvals; (4) non-contravention; (5) capitalization; (6) title
and ownership of the Exchange Shares to be issued to the Sellers; (7) activities of Pubco and Merger Sub; (8) foreign private issuer
status; (9) finders and brokers; (10) Investment Company Act; (11) information supplied; and (12) independent investigation.

 None
of the representations and warranties of the parties to the EEW Business Combination Agreement shall survive the Closing and no party
has any post-Closing indemnification obligations.

 Covenants
of the Parties

 In
addition to customary covenants regarding the conduct of their respective businesses, efforts, access, confidentiality and public announcements,
notice of breaches, no insider trading, director and officer indemnification, Nasdaq listing, no solicitation, and other customary covenants,
the parties of the EEW Business Combination Agreement agreed to the following covenants:

 Within
10 business days after signing the EEW Business Combination Agreement, EEW will amend its organizational documents to create drag-along
rights for EEW and its shareholders to drag-along minority shareholders who do not participate in a company sale transaction. Within
10 business days after such amendment, one of the Sellers, E.E.W. Global Holding Limited ("Global"), will transfer (the "Global
Transfer") EEW Ordinary Shares to certain former shareholders of an affiliate of EEW (the "Global Transferred Shareholders"),
with such Global Transferred Shareholders taking such EEW Ordinary Shares free of the restrictions set forth in Global's Lock-Up
Agreement, unless the Global Transferred Shareholder is an officer, director, affiliate or 5% holder of Pubco immediately after the Closing.
After the date that the EEW Registration Statement is declared effective by the SEC, EEW and the Sellers will use their commercially
reasonable efforts to cause the Global Transferred Shareholders to sign joinder agreements to become Sellers under the EEW Business Combination
Agreement, and within 5 business days after the EEW Registration Statement effective date, they will use their drag-along rights set
forth in EEW's amended organizational documents to force all Global Transferred Shareholders that have not executed joinder agreements
to participate in the EEW Business Combination with respect to their EEW Ordinary Shares received in the Global Transfer.

 Our
Company, Pubco and EEW also agreed to prepare the EEW Registration Statement to register the Pubco securities to be issued (i) in replacement
of our securities, and (ii) to Global Transferred Shareholders who either sign joinders or are dragged along after the effective date
of the EEW Registration Statement, which will also contain a proxy statement of our Company therein for the purpose of soliciting proxies
from our shareholders for the matters to be acted upon at a shareholders' meeting to be called for our shareholders to vote on,
among other matters, the EEW Business Combination Agreement and the EEW Business Combination, and providing such holders with an opportunity
to participate in the redemption of all or a portion of their Public Shares upon the Closing (the "Closing Redemption").
As part of the EEW Registration Statement, Pubco will approve and adopt, subject to our shareholder approval, an incentive equity plan
with awards for 5% of the issued and outstanding Pubco Ordinary Shares immediately after the Closing (giving effect to the Closing Redemption)
and otherwise in a form to be reasonably agreed by EEW, Compass Digital and Pubco. In addition, we will seek an amendment to the Amended
and Restated Charter to remove the Redemption Limitation set forth therein. Our Board will not be able to change
its recommendation for our shareholders to approve the EEW Business Combination Agreement, the EEW Business Combination and related matters,
except as required by their applicable fiduciary duties.

 The
parties to the EEW Business Combination Agreement also agreed to take all necessary actions to cause Pubco's board of
directors immediately after the Closing to consist of a board of between five and seven directors, comprised of: (i) one person who
is designated by our Company prior to the Closing and approved by EEW acting reasonably, and (ii) four to six persons who are
designated by EEW prior to the Closing, one of whom shall be the initial Chairperson, and who shall meet any applicable Nasdaq
Rules. A majority of the directors on such Pubco board shall qualify as independent under the Nasdaq Rules. The Pubco board of
directors will be divided into three classes with staggered terms of three years each, which classes will be determined by
EEW's board of directors prior to the Closing.

 EEW
will use its reasonable best efforts to deliver to our Company PCAOB-audited financial statements for its fiscal years ended April 30,
2023 and April 2024 on or prior to September 30, 2024, and in any event prior to October 31, 2024 (the "Audit Delivery Date").

 Prior
to the Closing, our Company, EEW and Pubco will use our reasonable efforts to minimize the amount of funds in the Trust Account that
are redeemed by our Public Shareholders. We will also use our commercially reasonable efforts to enter into equity or debt financing
arrangements on such terms as the parties may agree (not to be unreasonably withheld, delayed or conditioned), and parties will reasonably
cooperate with each other in connection with such efforts. These financings may be structured as common equity, convertible preferred
equity, convertible debt, non-redemption or backstop arrangements with respect to our Trust Account, a committed equity facility, debt
facility, and/or other sources of cash proceeds on terms and conditions reasonably acceptable to EEW (but excluding any forward purchase
agreements unless consented to by EEW), and the investment may be into our Company, EEW or its subsidiaries or Pubco. The binding committed
amounts of any such transaction financing that is either paid or payable prior to or at the Closing or that the parties reasonably expect
at the Closing to start becoming available (in whole or in part) within 90 days after the Closing, net of all related transaction financing
costs and expenses, is referred to as "Additional Capital." Our Company, EEW and Pubco will use our reasonable best efforts
to facilitate private placements of common equity or non-redemption or backstop arrangements with respect to our Trust Account yielding
at least $25 million in Additional Capital. EEW will consider in good faith any form or structure of transaction financing that is on
generally prevailing market terms or better, but may withhold our consent to any transaction financing that may require Pubco to issue
shares or otherwise raise equity after Closing at a price of less than $4.00 per share.

 We
will use our commercially reasonable efforts to cause the holders of Founder Shares that received such shares pursuant to the Non-Redemption
Agreements (the "SPAC NRA Holders") to sign the Second Insider Letter Amendment (as described below).

 Conditions
to Closing

 The
obligations of the parties to consummate the EEW Business Combination Agreement are subject to various conditions, including the following
mutual conditions of the parties of the EEW Business Combination Agreement unless waived: (i) the approval of the EEW Business Combination
Agreement and the EEW Business Combination and related matters by the requisite vote of our shareholders; (ii) expiration or termination
of any waiting period under applicable antitrust laws; (iii) receipt of all required consents from specified third parties and governmental
authorities, (iv) no law or order preventing or prohibiting the EEW Business Combination; (v) our Company, as of the Closing (after giving
effect to the Closing Redemption and any transaction financing), or Pubco, after the Closing, having at least $5,000,001 in net tangible
assets (to the extent that our shareholders do not approve amending our organizational documents to eliminate such requirement), (vi)
the members of the post-Closing Pubco board of directors having been appointed in accordance with the EEW Business Combination Agreement,
(vii) the EEW Registration Statement having been declared effective by the SEC; (viii) Pubco having amended and restated its organizational
documents in the form to be agreed by our Company and EEW prior to the Closing, (ix) Pubco's qualification as a foreign private
issuer under the Exchange Act, (x) Pubco Ordinary Shares having been approved for listing on Nasdaq, and (xi) the parties will have amended
and restated the Registration Rights Agreement in form and substance reasonably acceptable to our Company, the Sponsor and EEW to have
Pubco assume our registration obligations under the Registration Rights Agreement and have such rights apply to Pubco's securities,
and to add the Sellers thereto (including any Global Transferred Shareholders to the extent that they are officers, directors or affiliates
of Pubco immediately after the Closing) in order to provide them with registration rights.

waived by EEW, Pubco and the Seller Representative, the obligations of EEW, Pubco, Merger Sub and the Sellers to consummate the EEW Business
Combination are subject to the satisfaction of the following Closing conditions, in addition to customary certificates and other closing
deliveries: (i) our representations and warranties relating to organization and standing, authorization and binding effect, capitalization,
finders and brokers and Trust Account, being, in each case, true and correct in all material respects as of the date of the EEW Business
Combination Agreement and as of the Closing; (ii) our representations and warranties relating to absence of certain changes being true
and correct in all respects as of the date of the EEW Business Combination Agreement and as of the Closing; (iii) all other of our representations
and warranties being true and correct as of the date of the EEW Business Combination Agreement and as of the Closing, subject to Material
Adverse Effect; (iv) our Company having performed in all material respects our obligations and complied in all material respects with
our covenants and agreements under the EEW Business Combination Agreement required to be performed or complied with by us on or prior
the date of the Closing; (v) absence of any Material Adverse Effect with respect to our Company since the date of the EEW Business Combination
Agreement, which is continuing and uncured; and (vi) the Second Insider Letter Amendment being in full force and effect in accordance
with the terms thereof as of the Closing with respect to the parties thereto.

 In
addition, unless waived by EEW, Pubco and the Seller Representative, the obligations of EEW, Pubco, Merger Sub and the Sellers to consummate
the EEW Business Combination are also subject to a minimum cash condition requiring that at Closing, our Company and Pubco (and with
respect to transaction financing, EEW and its subsidiaries, including certain bridge financing) collectively must have an aggregate amount
of cash and cash equivalents (including funds remaining in the trust account after giving effect to the Closing Redemption), prior to
the payment of any transaction expenses or liabilities of the parties other than transaction financing costs and director and officer
tail insurance premiums, equal to or exceeding (i) $15 million as of the Closing when taking into account only Additional Capital proceeds
actually received at or prior to the Closing and (ii) $25 million when taking into account any other Additional Capital, including Additional
Capital that the parties reasonably expect to become available after the Closing.

waived by our Company, our obligations to consummate the EEW Business Combination are subject to the satisfaction of the following Closing
conditions, in addition to customary certificates and other closing deliveries: (i) the representations and warranties of (a) Pubco and
Merger Sub relating to organization and standing, authorization and binding effect, capitalization, finders and brokers, and (b) EEW
relating to organization and standing, authorization and binding effect, capitalization, and finders and brokers, and (c) the Sellers
relating to organization and standing, authorization and binding effect, ownership and finders and brokers being, in each case, true
and correct in all material respects as of the date of the EEW Business Combination Agreement and as of the Closing; (ii) the representations
and warranties of EEW relating to absence of certain changes being true and correct in all respects as of the date of the EEW Business
Combination Agreement and as of the Closing; (iii) all other representations and warranties of EEW, Pubco, Merger Sub and the Sellers
being true and correct as of the date of the EEW Business Combination Agreement and as of the Closing, subject to Material Adverse Effect;
(iv) each of EEW, Pubco, Merger Sub and each Seller and Seller Representative having performed in all material respects the respective
obligations and complied in all material respects with their respective covenants and agreements under the EEW Business Combination Agreement
required to be performed or complied with on or prior the date of the Closing; (v) absence of any Material Adverse Effect with respect
to EEW's direct or indirect subsidiaries, taken as a whole, or Pubco since the date of the EEW Business Combination Agreement,
which is continuing and uncured, and (vi) each EEW Non-Competition Agreement and EEW Lock-Up Agreement (as described below) being in
full force and effect in accordance with the terms thereof as of the Closing.

 Termination

 In
addition to termination by mutual agreement among the parties of the EEW Business Combination Agreement, the EEW Business Combination
Agreement may be terminated at any time prior to the Closing by either Compass Digital or EEW if the Closing does not occur by January
19, 2025 (the "Outside Date"), provided that if we extend our deadline to complete our initial Business Combination of January
19, 2025 each month using our rights set forth in the Amended and Restated Charter, either we or EEW may extend the Outside Date by an
additional month for up to a total of three additional months.

 The
EEW Business Combination Agreement may also be terminated under certain other customary and limited circumstances at any time prior to
the Closing, including, among other reasons: (i) by either our Company or EEW if a governmental authority of competent jurisdiction shall
have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the EEW Business Combination,
and such order or other action has become final and non-appealable; (ii) by EEW for our uncured material breach of the EEW Business Combination
Agreement, such that the related Closing condition would not be met; (iii) by our Company for the uncured material breach of the EEW
Business Combination Agreement by EEW, Pubco, Merger Sub, any Seller or the Seller Representative such that the related Closing condition
would not be met; (iv) by our Company if there has been an event after the signing of the EEW Business Combination Agreement that has
had a Material Adverse Effect with respect to EEW and its subsidiaries, taken as a whole, or Pubco which is uncured and continuing; (v)
by either our Company or EEW if we hold our shareholder meeting to approve the EEEW Business Combination Agreement and the EEW Business
Combination and such approval is not obtained; and (vi) by our Company if (a) EEW fails to deliver the required PCAOB audits prior to
the Audit Delivery Date (with that termination right expiring upon their delivery) or (b) when the PCAOB audits are delivered, they are
materially different in an adverse manner from the draft 2023 and 2024 financials that were provided to us prior to the signing of the
EEW Business Combination Agreement, including the consolidated revenues, assets and liabilities deviating by more than 20%.

 If
the EEW Business Combination Agreement is terminated, all further obligations of the parties under the EEW Business Combination Agreement
(except for certain obligations related to publicity, confidentiality, fees and expenses, Trust Account waiver, termination and general
provisions) will terminate, and no party to the EEW Business Combination Agreement will have any further liability to any other party
thereto except for liability for fraud or for willful breach of the EEW Business Combination Agreement prior to termination.

 Trust
Account Waiver, Non-Recourse and Releases

 Each
of EEW, Pubco, the Sellers and the Seller Representative has agreed that it and its affiliates will not have any right, title, interest
or claim of any kind in or to any monies in our Trust Account, and have agreed not to, and waived any right to, make any claim against
the Trust Account (including any distributions therefrom).

 The
parties of the EEW Business Combination Agreement agreed that all claims or actions that may be based upon, arise out of or relate to
the EEW Business Combination Agreement or any of the ancillary documents may only be made against the parties to the EEW Business Combination
Agreement and not against any of their past present or future directors, officers, employees, members, managers, partners affiliates,
agents, attorneys or representatives.

 Purchaser
Representative and Seller Representative

 The
Sponsor is serving as the Purchaser Representative under the EEW Business Combination Agreement, and in such capacity will represent
the interests of our shareholders and their respective successors and assignees after the Closing (other than the Sellers and their respective
successors and assigns) with respect to certain post-Closing matters under the EEW Business Combination Agreement and certain ancillary
documents. Global is serving as the Seller Representative under the EEW Business Combination Agreement, and in such capacity will represent
the interests of the Sellers and their respective successors and assignees with respect to certain post-Closing matters under the EEW
Business Combination Agreement.

 Related
Agreements

 Lock-Up

with the execution of the EEW Business Combination Agreement, certain shareholders of EEW (each, a "Holder") entered into
a lock-up agreement (each, a "EEW Lock-Up Agreement") with our Company and the Purchaser Representative, and upon its formation,
Pubco signed a joinder thereto, pursuant to which such Holder agreed to lock-up the Pubco Ordinary Shares that it will receive in the
EEW Business Combination for a period (the "Lock-Up Period") commencing from the Closing and ending on the date that is 180
days after the Closing (subject to early release on the date after the Closing on which Pubco consummates a liquidation, merger, share
exchange or other similar transaction with an unaffiliated third party that results in all of Pubco's shareholders having the right
to exchange their equity holdings in our Company for cash, securities or other property, subject to certain customary transfer exceptions
(including permitted pledges of shares, so long as the lender cannot foreclose during the Lock-Up Period). The Global Transferred Shareholders
will only be subject to Global's Lock-Up Agreement if they are an officer, director, affiliate or 5% owner of Pubco immediately
after the Closing.

 Second
Insider Letter Amendment

with the execution of the EEW Business Combination Agreement, our Company the Sponsor and Compass Digital SPAC LLC (but as described
above, not the SPAC NRA Holders and other Purchaser insiders unless they agree to do so after the signing of the EEW Business Combination
Agreement) entered into an the Second Insider Letter Amendment"), and upon its formation, Pubco signed a joinder thereto, (i) to
add Pubco as a party to the Insider Letter, (ii) to revise the terms of the Insider Letter to reflect the EEW Business Combination, including
the issuance of Pubco Ordinary Shares in exchange for our Ordinary Shares, (iii) to amend the terms of the lock-up applicable to the
Founder Shares set forth in the Insider Letter to conform with the lock-up terms in the Lock-Up Agreement described above, and (iv) to
provide EEW with the ability to enforce prior to the Closing the lock-up and voting provisions of the Insider Letter.

with the execution and delivery of the EEW Business Combination Agreement, the Sponsor, our Company and EEW entered into a letter agreement
(the "Sponsor Agreement"), and upon its formation, Pubco signed a joinder thereto, pursuant to which the Sponsor has agreed
that to the extent that our unpaid transaction expenses and cash liabilities as of the Closing are more than $5 million (excluding any
transaction financing costs and director & officer tail insurance premiums, the "Excess Purchaser Expenses"), the Sponsor
will either, at its election, (i) pay to Pubco an amount equal to such Excess Purchaser Expenses in cash upon the Closing or (ii) forfeit,
immediately prior to Closing, an aggregate number of Founder Shares equal to the Excess Purchaser Expenses divided by $10.00, and the
Sponsor will use its commercially reasonable efforts to facilitate the Company, EEW and/or Pubco or their respective subsidiaries entering
into financing agreements in respect of one or more transaction financings as contemplated by the EEW Business Combination Agreement,
if such transaction financings are on generally prevailing market terms or better.

 Non-Competition

with the execution and delivery of the EEW Business Combination Agreement, EEW's executive officers (and indirect shareholders)
Svante and Annette Kumlin (each, an "Executive"), each entered into a Non-Competition and Non-Solicitation Agreement (each,
a "EEW Non-Competition Agreement") in favor of EEW and, upon its formation, Pubco and their respective subsidiaries (the
"Covered Parties"), pursuant to which that Executive agreed for a period of two years after the closing (or if sooner, upon
the termination of their employment by the Covered Parties without cause) not to compete with the Covered Parties and not to solicit
the employees and customers of the Covered Parties. The Executive has also agreed not to disparage the Covered Parties and to customary
confidentiality requirements. The Purchaser Representative has the right to enforce these EEW Non-Competition Agreements on behalf of
Pubco after the Closing.

 The
EEW Lock-Up Agreement, Second Insider Letter Amendment, Sponsor Agreement, and EEW Non-Competition Agreement are filed herein as Exhibits
10.30, 10.31, 10.32 and 10.33, respectively, and are incorporated herein by reference, and the foregoing descriptions of the EEW Lock-Up
Agreement, Second Insider Letter Amendment, Sponsor Agreement, and EEW Non-Competition Agreement are qualified in their entirety by reference
thereto.

 Effecting
Our Initial Business Combination

 General

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

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

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

 We
may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial
Business Combination and we may effectuate our initial Business Combination using the proceeds of such offering rather than using the
amounts held in the Trust Account. In addition, we target businesses with enterprise values that are greater than we could acquire with
the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, and, as a result, if the cash portion
of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by Public
Shareholders, we may be required to seek additional financing to complete such proposed initial Business Combination. Subject to compliance
with applicable securities laws, we expect to complete such financing only concurrently with the completion of our initial Business Combination.
In the case of an initial Business Combination funded with assets other than the Trust Account assets, our proxy materials or tender
offer documents disclosing the initial Business Combination would disclose the terms of the financing and, only if required by law, we
would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity
or equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including
pursuant to any forward purchase agreements or backstop agreements we may enter into following closing of the Initial Public Offering.
None of our Sponsors, Prior Directors and Officers, members of our Management Team or shareholders is required to provide any financing
to us in connection with or after our initial Business Combination.

 Sources
of Target Businesses

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

 While
we have not engaged the services of professional firms or other individuals that specialize in business acquisitions on any formal basis,
we may engage these firms or other individuals in the future, in which event we may pay a finder's fee, consulting fee or other
compensation to be determined in an arm's length negotiation based on the terms of the transaction. We will engage a finder only
to the extent our Management determines that the use of a finder may bring opportunities to us that may not otherwise be available to
us or if finders approach us on an unsolicited basis with a potential transaction that our Management determines is in our best interest
to pursue. Payment of a finder's fee is customarily tied to completion of a transaction, in which case any such fee will be paid
out of the funds held in the Trust Account. In no event, however, will our Sponsor or any of our existing officers or directors, or any
entity with which they are affiliated, be paid any finder's fee, consulting fee or other compensation by the company prior to,
or for any services they render in order to effectuate, the completion of our initial Business Combination (regardless of the type of
transaction that it is). In addition, pursuant to the Administrative Services Agreement, we pay our Sponsor up to $10,000 per month for
office space, utilities, salaries or other cash compensation paid to consultants to our Sponsor, secretarial and administrative support
services provided to members of our Management Team and other expenses and obligations of our Sponsor. Any such payments prior to our
initial Business Combination are made from funds held outside the Trust Account. Other than the foregoing, there will be no finder's
fees, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation paid by us to our Sponsor, officers
or directors, or any affiliate of our Sponsors, Prior Directors and Officers, or members of our Management Team prior to, or in connection
with any services rendered in order to effectuate, the closing of our initial Business Combination (regardless of the type of transaction
that it is).

 We
are not prohibited from pursuing an initial Business Combination with a Business Combination target that is affiliated with our Sponsors,
Prior Directors and Officers, or members of our Management Team, or from completing the Business Combination through a joint venture
or other form of shared ownership with our Sponsor, officers or directors. While EEW is not affiliated
with our S ponsors, Prior Directors and Officers, directors or officers or members of our Management Team,
in the event we do not consummate the EEW Business Combination and we seek to complete an initial Business Combination with a target
 that is affiliated with our Sponsors, Prior Directors and Officers, or members of our Management Team, we, or a committee of independent
directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or a valuation or appraisal
firm, that such an initial Business Combination is fair to our Company from a financial point of view. We are not required to obtain
such an opinion in any other context.

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

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

 Any
costs incurred with respect to the identification and evaluation of, and negotiation with, a prospective target business with which our
initial Business Combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to
complete another Business Combination. We will not pay any consulting fees to members of our Management Team, or any of their respective
affiliates, for services rendered to or in connection with our initial Business Combination.

 Lack
of Business Diversification

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

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

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

 Limited
Ability to Evaluate the Target's Management Team

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

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

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

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

 We
may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended
and Restated Charter. However, we will seek shareholder approval if it is required by law or applicable stock exchange rules (as
is the case with the EEW Business Combination as currently contemplated), or we may decide to seek shareholder approval for business
or other reasons.

 So
long as our securities are listed on Nasdaq, shareholder approval would be required for our initial Business Combination if, for example:

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

 Any
 of our directors, officers or substantial shareholders (as defined by the Nasdaq Rules) has a 5% or greater interest earned on the
 Trust Account (or such persons collectively have a 10% or greater interest), directly or indirectly, in the target business or
 assets to be acquired or otherwise and the present or potential issuance of Ordinary Shares could result in an increase in
 outstanding Ordinary Shares or voting power of 5% or more; or

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

 See
"EEW Business Combination" above for more information on the requisite approvals in connection with the EEW Business Combination.

 Permitted
Purchases of Our Securities

 If
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial
Business Combination pursuant to the tender offer rules, our Sponsors, Initial Shareholders, Prior Directors and Officers, members
of our Management Team, advisors or their affiliates may purchase Public Shares or Public Warrants in privately negotiated
transactions or in the open market either prior to or following the completion of our initial Business Combination. There is no
limit on the number of Public Shares they may purchase in such transactions, subject to compliance with applicable law and the
Nasdaq Rules. However, they have no current commitments, plans or intentions to engage in such transactions and have not formulated
any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares or
Public Warrants in such transactions. If they engage in such transactions, they will not make any such purchases when they are in
possession of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M
under the Exchange Act.

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

 We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our
initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account
calculated as of two business days prior to the closing of our initial Business Combination, including interest earned on the funds held
in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares, subject
to the limitations and on the conditions described herein. The amount in the Trust Account is approximately $11.14 per Public Share as
of December 31, 2024. There will be no redemption rights upon the completion of our initial Business Combination with respect to our
Warrants. Our Sponsors, Prior Directors and Officers and directors and officers have entered into the Insider Letter with us, pursuant
to which, they have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may acquire
during or after the Initial Public Offering in connection with the completion of our initial Business Combination.

 See
"EEW Business Combination" above for more information on redemptions and our net tangible assets in connection with the EEW
Business Combination.

 Limitations
on Redemptions

 Our
Amended and Restated Charter provides that in no event will we redeem our Public Shares in an amount that would cause our net tangible
assets to be less than $5,000,001. In addition, our proposed initial Business Combination may impose a minimum cash requirement for (i)
cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii)
the retention of cash to satisfy other conditions. As a result, we may be able to complete our initial Business Combination even though
a substantial majority of our Public Shareholders do not agree with the transaction and have redeemed their Public Shares or, if we seek
shareholder approval of our initial Business Combination and do not conduct redemptions in connection with our initial Business Combination
pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their Public 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 Public
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
Public Shares, and all Public Shares submitted for redemption will be returned to the holders thereof, and we instead may search for
an alternate Business Combination.

 Manner
of Conducting Redemptions

 We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our
initial Business Combination either (i) in connection with a general meeting called to approve the Business Combination or (ii) without
a shareholder vote by means of a tender offer. The decision as to whether we will seek shareholder approval of a proposed Business Combination
or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing
of the transaction and whether the terms of the transaction would require us to seek shareholder approval under applicable law or stock
exchange listing requirements or whether we were determined to be a foreign private issuer as a result of a Business Combination (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 Charter would require shareholder approval. So long
as our securities are listed on Nasdaq, we will be required to comply with the shareholder approval requirements of the Nasdaq Rules.

 The
requirement that we provide our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed
above are contained in provisions of our Amended and Restated Charter and apply whether or not we maintain our registration under the
Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by holders of two-thirds of our Ordinary Shares entitled
to vote thereon, so long as we offer redemption in connection with such amendment.

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

 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, such as those included in the EEW Registration Statement.

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

 If
we seek shareholder approval, we will complete our initial Business Combination only if we receive an ordinary resolution under the Companies
Act, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of our Company. A
quorum for such meeting will be present if the holders of a majority of issued and outstanding shares entitled to vote at the meeting
are represented in person or by proxy. Our Sponsors, Prior Directors and Officers will count toward this quorum and, pursuant to the
Insider Letter, our Sponsors, Prior Directors and Officers, and directors and officers have agreed to vote their Founder Shares, Private
Placement Shares and any Public Shares purchased during or after the Initial Public Offering (including in open market and privately-negotiated
transactions) in favor of our initial Business Combination. For purposes of seeking approval of an ordinary resolution, non-votes will
have no effect on the approval of our initial Business Combination once a quorum is obtained. As a result of the Sponsor
Handover, the Founder Share Conversions and the Extension Redemptions, assuming all outstanding shares are voted, our Sponsors
hold 68.15% of our issued and outstanding Ordinary Shares and we will not require the vote of the holders of any of the Public Shares
to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved. These quorum and
voting thresholds, and the voting agreement of our Sponsors and Prior Directors and Officers, may make it more likely that we will consummate
our initial Business Combination. Each Public Shareholder may elect to redeem their Public Shares without voting, and if they do vote,
irrespective of whether they vote for or against the proposed Business Combination.

 If
we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our Amended and Restated Charter:

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

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

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

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

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

 Our
Amended and Restated Charter provides that in no event will we redeem our Public Shares in an amount that would cause our net tangible
assets to be less than $5,000,001. In addition, our proposed initial Business Combination may impose a minimum cash requirement for (i)
cash consideration to be paid to the target or its owners, (ii) cash for working capital or other general corporate purposes or (iii)
the retention of cash to satisfy other conditions. In the event the aggregate cash consideration we would be required to pay for all
Public Shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of
the proposed initial Business Combination exceed the aggregate amount of cash available to us, we will not complete the initial Business
Combination or redeem any Public Shares, and all Public Shares submitted for redemption will be returned to the holders thereof. We may,
however, raise funds through the issuance of equity-linked securities or through loans, advances or other indebtedness in connection
with our initial Business Combination, including pursuant to any forward purchase agreements or backstop arrangements we may enter into
following closing of the Initial Public Offering, in order to, among other reasons, satisfy such net tangible assets or minimum cash
requirements.

 See
the 2025 Proxy Statement for additional information regarding removal of the Redemption Limitation from our Amended and Restated
Charter.

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

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

 However,
our Public Shareholders' ability to vote all of their Public Shares (including Excess Shares) for or against our initial Business
Combination is not restricted.

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

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

 Any
request to redeem such Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender
offer documents, as applicable. Furthermore, if a 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 our Public Shareholders electing to redeem their Public Shares will be distributed promptly after the completion of our initial Business

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

 If
the EEW Business Combination is not completed, we may continue to try to complete a Business Combination with a different target until
the end of our Combination Period.

 Redemption
of Public Shares and Liquidation If No Initial Business Combination

 Our
Amended and Restated Charter provides that we will have only until the end of the Combination Period to complete our initial Business
Combination. If we have not completed our initial Business Combination within such Combination 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 (less taxes payable and up to $50,000 of interest income to pay dissolution expenses),
divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholders' rights
as shareholders (including the right to receive further liquidation distributions, if any) and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our Board of Directors, liquidate and dissolve,
subject in each case to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other
requirements of applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants, which will
expire worthless if we fail to complete our initial Business Combination within the Combination Period.

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

 Our
Sponsors, Prior Directors and Officers, and directors and officers have also agreed, pursuant to the Insider Letter, as amended by the
Insider Letter Amendment and the Second Insider Letter Amendment, that they will not propose any amendment to our Amended and Restated
Charter (i) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination
or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) with
respect to any other material provisions relating to shareholders' rights or pre-initial Business Combination activity, unless
we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held
in the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares. However,
we may not redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon closing of
a Business Combination. If this optional redemption right is exercised with respect to an excessive number of Public Shares such that
we cannot satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our Public
Shares at such time.

 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 $ 27,720 of proceeds held outside the Trust Account
(as of December 31, 2024), although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds
are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is
any interest accrued in the Trust Account not required to pay income taxes on interest income earned on the Trust Account balance, we
may request the trustee to release to us an additional amount of up to $50,000 of such accrued interest to pay those costs and expenses.

 The
per-share redemption amount in the Trust Account is approximately $11.14 as of December 31, 2024 (before taxes payable and up to $50,000
of interest income to pay dissolution expenses). The funds in the Trust Account could, however, become subject to the claims of our creditors,
which would have higher priority than the claims of our Public Shareholders. We cannot assure you that the actual per-share redemption
amount received by shareholders will not be substantially less than $11.14. While we intend to pay such amounts, if any, we cannot assure
you that we will have funds sufficient to pay or provide for all creditors' claims.

 Although
we seek to have all vendors, service providers (other than Withum, our independent registered public accounting firm), prospective target
businesses and other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any
kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, there is no guarantee that they will execute
such agreements or even if they execute such agreements that they would be prevented from bringing claims against the Trust Account including
but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the
enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds
held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account,
our Management will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with
such third-party if Management believes that such third party's engagement would be in the best interests of the company under
the circumstances. Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement
of a third-party consultant whose particular expertise or skills are believed by Management to be significantly superior to those of
other consultants that would agree to execute a waiver or in cases where Management is unable to find a service provider willing to execute
a waiver. Withum, our independent registered public accounting firm, and the underwriters of the Initial Public Offering have not executed
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 Sponsors have agreed that they will be liable to us if and to the extent any claims
by a third party (other than Withum, our independent registered public accounting firm) for services rendered or products sold to us,
or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement
or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 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 our indemnity of the underwriters of the Initial
Public Offering against certain liabilities, including liabilities under the Securities Act.

 However,
we have not asked our Sponsors to reserve for such indemnification obligations, nor have we independently verified whether our Sponsors
have sufficient funds to satisfy their indemnity obligations and we believe that our Sponsors' only assets are our securities.
Therefore, we cannot assure you that our Sponsors would be able to satisfy those obligations. As a result, if any such claims were successfully
made against the Trust Account, the funds available for our initial Business Combination and redemptions could be reduced to less than
$10.00 per Public Share. In such event, we may not be able to complete our initial Business Combination, and a Public Shareholder would
receive such lesser amount per Public Share in connection with any redemption of its Public Shares. None of our Prior Directors and Officers
and officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective
target businesses.

 In
the event that the funds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount
per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to
reductions in the value of the Trust Account assets, in each case less taxes payable, and our Sponsors assert that they are unable to
satisfy their indemnification obligations or that they have no indemnification obligations related to a particular claim, our independent
directors would determine whether to take legal action against our Sponsors to enforce their indemnification obligations. While we currently
expect that our independent directors would take legal action on our behalf against our Sponsors to enforce their indemnification obligations
to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular
instance if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount
recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly, we cannot assure you that
due to claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per 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 (other than Withum, 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 Sponsors will also not be liable as to any claims under our indemnity of the underwriters of
the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. We have access to up to $ 27,720
 from the funds held outside of the Trust Account (as of December 31, 2024) with which to pay any such potential claims (including
costs and expenses incurred in connection with our liquidation of up to $50,000). In the event that we liquidate and it is subsequently
determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could
be liable for claims made by creditors.

 If
we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
the funds held in the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy
estate and subject to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims
deplete the Trust Account, we cannot assure you we will be able to return $10.00 per share to our Public Shareholders. Additionally,
if we file a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed,
any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either
a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy or insolvency court could seek
to recover some or all amounts received by our shareholders. Furthermore, our Board of Directors may be viewed as having breached its
fiduciary duty to our creditors and/or may have acted in bad faith, and thereby exposing itself and our company to claims of punitive
damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors. We cannot assure you that
claims will not be brought against us for these reasons.

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

 Competition

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

 Employees

 We
currently have two officers: Thomas Hennessy and Nick Geeza. These individuals are not obligated
to devote any specific number of hours to our matters, but they devote as much of their time as they deem necessary to our affairs until
we have completed our initial Business Combination. The amount of time they devote in any time period varies based on the stage of the
Business Combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial Business

 Periodic
Reporting and Financial Information

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

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

 We
are required to evaluate our internal control procedures for the fiscal year ending December 31, 2024 as required by the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth
company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

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

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

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

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

 We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following October 19, 2026, (b) in
which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which
means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30 th,
and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

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 (i) the market value of our Ordinary Shares
held by non-affiliates exceeds $250 million as of the prior June 30th, and (ii) our annual revenues exceed $100 million during such completed
fiscal year or the market value of our Ordinary Shares held by non-affiliates exceeds $700 million as of the prior June 30.

 Item
 1A.

 Risk
 Factors.

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

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

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

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

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

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

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

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

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

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

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

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

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

 changes in the market for
 directors' and officers' liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial
 Business Combination;

 if we do not consummate
 the EEW Business Combination, we may attempt to simultaneously complete Business Combinations with multiple prospective targets,
 which may hinder our ability to complete our initial Business Combination and give rise to increased costs and risks that could negatively
 impact our operations and profitability;

 we
 may engage one or more of the underwriters of the Initial Public Offering or one of their respective affiliates to provide
 additional services to us after the Initial Public Offering, which may include acting as a financial advisor in connection with an
 initial Business Combination or as placement agent in connection with a related financing transaction. These financial incentives
 may cause them to have potential conflicts of interest in rendering any such additional services to us after the Initial Public
 Offering, including, for example, in connection with the sourcing and consummation of an initial Business Combination;

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

 our Warrants are accounted
 for as derivative liabilities and are recorded at fair value upon issuance with changes in fair value each period reported in earnings,
 which may have an adverse effect on the market price of our Ordinary Shares or may make it more difficult for us to consummate an
 initial Business Combination;

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

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

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

 we may not be able to complete
 an initial Business Combination with certain potential target companies if a proposed transaction with the target company may be
 subject to review or approval by regulatory authorities pursuant to certain U.S. or foreign laws or regulations, including the Committee
 on Foreign Investment in the United States;

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

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

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

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

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

 since
 we did not consummate our initial Business Combination within 36 months of the effectiveness of our IPO Registration Statement, the
 trading of our securities on Nasdaq has been suspended and our securities were suspended from trading on Nasdaq on October
 22, 2024 and delisted from Nasdaq on March 5, 2025, which may have a material adverse effect on the trading of our securities and our ability to consummate an initial
 Business Combination;

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

 changes in laws or regulations,
 or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete
 our initial Business Combination, and results of operations;

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

 to mitigate the risk that
 we might be deemed to be an investment company for purposes of the Investment Company Act, on October 19. 2023, we instructed the
 trustee to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account in an interest-bearing
 demand deposit account at a bank until the earlier of the consummation of our initial Business Combination or our liquidation. As
 a result, we may receive less interest on the funds held in the Trust Account than the interest we would have received pursuant to
 our original Trust Account investments, which could reduce the dollar amount our Public Shareholders would receive upon any redemption
 or our liquidation;

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

 there is substantial doubt
 about our ability to continue as a "going concern".

 Our
Public Shareholders' exercise of redemption rights with respect to a large number of Public Shares in the Extension Redemptions
may affect our ability to complete an initial Business Combination in the most desirable manner that will optimize the capital structure
of the combined company, or at all.

 Over
the past two years, the redemption rate of shares held by public shareholders of SPACs at the time of a shareholders meeting that approves
an amendment to the charter of the SPAC or the initial Business Combination of the SPAC has been very high, thereby increasing the likelihood
that we, too, may be subject to significant redemptions that may affect our ability to complete an initial Business Combination.

 In
the Extension Redemptions, 18,759,003 Public Shares were redeemed, thereby reducing the (x) number of outstanding Public Shares to 2,481,485
and (y) total amount held in the Trust Account to approximately $27,637,300 (before taxes payable and as of December 31, 2024).

 On
March 13, 2025, we filed the 2025 Proxy Statement in connection with an upcoming extraordinary general meeting in lieu of
an annual general meeting of our shareholders to, among other things, seek (i) an extension of the Combination Period from April 19,
2025 to April 20, 2026 and (ii) to eliminate from the Amended and Restated Charter the Redemption Limitation.

 Due
to the high rates of redemptions of Public Shares in connection with shareholder votes on extensions or Business Combinations of SPACs,
we may need to rely upon significant PIPE or other outside financing to provide cash to our post-Business Combination company. Obtaining
financing in connection with initial Business Combinations of SPACs has in recent times been very difficult, with many financings available
only on terms that are onerous to the surviving company of the Business Combination. The failure to secure additional financing on reasonable
terms could have a material adverse effect on the continued development or growth of the target business. None of the Sponsors or our
other shareholders is required to provide any financing to us in connection with or after our initial Business Combination. Raising additional
third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels or on onerous
terms. The above considerations may limit our ability to complete a Business Combination in the most desirable manner that will optimize
the capital structure of the combined company, or at all. If we are unable to complete an initial Business Combination, our Public Shareholders
may only receive approximately $11.14 per Public Share on the liquidation of our Trust Account (before taxes payable and up to $50,000
of interest to pay dissolution expenses, as of December 31, 2024), and our Warrants will expire worthless. In certain circumstances,
our Public Shareholders may receive less than approximately $11.14 (before taxes payable and up to $50,000 of interest to pay dissolution
expenses, as of December 31, 2024) per Public Share on the redemption of their Public Shares.

 The share price of the post-Business Combination
company may be less than the Redemption Price (as defined below) of our Public Shares.

 Each Unit sold in our Initial Public
Offering at an offering price of $10.00 per Unit consisted of one Public Share and one-third of one Public Warrant. Of the proceeds we
received from the Initial Public Offering and the Private Placement, $200,000,000 was placed in our Trust Account. We will provide our
Public Shareholders the opportunity to redeem all or a portion of their Public Shares in connection with the completion of our initial
Business Combination, and potentially upon the occurrence of certain other events prior to our initial Business Combination. We expect
that the pro rata redemption price in any redemption, as of December 31, 2024, will be approximately $11.14 per Public Share (the "Redemption
Price"), representing a pro rata portion of our Trust Account without taking into account any interest or other income earned on
such funds (less any withdrawals from such interest or income for taxes paid), although the Redemption Price may be less in certain circumstances.
As a result, Public Shareholders who own our Public Shares on a redemption date can anticipate receiving the Redemption Price in connection
with a redemption for each Public Share that they choose to redeem.

 There can be no assurance
that, after our initial Business Combination, such as the EEW Business Combination, our Public Shareholders would be able to sell
their shares in the post-Business Combination company for the Redemption Price, or any higher price. It is possible that the share
price of the post-Business Combination company may decline below the Redemption Price. In recent years, the share prices of many
post-Business Combination companies have fallen following a Business Combination. As a result, if our Public Shareholders continue
to hold shares in the post-Business Combination company following our initial Business Combination, we cannot assure our
shareholders that the trading price of such shares will be greater than the Redemption Price.

 Certain
agreements related to the Initial Public Offering may be amended, or their provisions waived, without shareholder approval.

 Certain
of the agreements related to the Initial Public Offering to which we are a party may be amended, or their provisions waived, without
shareholder approval. Such agreements include, among others, the (i) Underwriting Agreement, (ii) the Insider Letter, (iii) the Registration
Rights Agreement, (iii) the Private Placement Warrants Purchase Agreement and (iv) the Administrative Services Agreement. These agreements
contain various provisions that our Public Shareholders might deem to be material. For example, our Insider Letter and the Underwriting
Agreement contain certain lock-up provisions with respect to the Founder Shares and other securities held by our Sponsors, Prior Directors
and Officers and current directors and officers, subject to certain exceptions. Amendments or waivers to such agreements would require
the consent of the applicable parties thereto and, in certain cases, the consent of the underwriters of the Initial Public Offering.
Any such modification, such as an amendment to shorten lock-up restrictions, may benefit our Sponsors, Prior Directors and Officers and
current directors and officers. Any such amendments would not require approval from our shareholders, may result in the completion of
our initial Business Combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment
in our securities. For example, although we would not amend lock-up provisions to permit securities held by Sponsors to be freely sold
prior to our initial Business Combination, we may amend such provisions to permit them to be freely sold after the Business Combination
earlier than they would otherwise be permitted, which may have an adverse effect on the price of our securities.

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

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

 For
additional risks relating to our operations, other than as set forth above, see the section titled "Risk Factors" contained
in our (i) IPO Registration Statement, (ii) 2023 Annual Report, 2022 Annual Report and 2021 Annual Report,
 (iii) Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2022, June
30, 2024 and September 30, 2024, as filed with the SEC on May 5, 2022, August 14, 2024 and
November 14, 2024, respectively, and (iv) 2025 Proxy Statement. Any of these factors could result in a significant
or material adverse effect on our results of operations or financial condition. Additional risks could arise that may also affect our
business or ability to consummate an initial Business Combination. We may disclose changes to such risk factors or disclose additional
risk factors from time to time in our future filings with the SEC.

 For
risks related to EEW and the EEW Business Combination, please see the EEW Registration Statement once filed.

 Item 1B.

 Unresolved Staff Comments.

 Not
applicable.

 Item
 1C.

 Cybersecurity.

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

 Item
 2.

 Properties.

 Our
executive offices are located at 195 US Hwy 50, Suite 309, Zephyr Cove, NV 89488, and our telephone number is (775) 339-1671. The
cost for our use of this space is included in the $10,000 per month fee we pay to our Sponsor for office space and secretarial and
administrative services pursuant to the Administrative Services Agreement. We consider our current
office space adequate for our current operations.

 Item
 3.

 Legal
 Proceedings.

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

 Item
 4.

 Mine
 Safety Disclosures.

 Not
applicable.

 PART
II

 Item 5.

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

 (a)

 Market
 Information

 Our
Units, Public Shares and Public Warrants were each traded on the Global Market tier of
Nasdaq under the symbols "CDAQU," "CDAQ" and
"CDAQW", respectively. Our Units commenced public trading on October 15,
2021, and our Public Shares and Public Warrants commenced separate public trading on December
6, 2021.

 On
October 15, 2024 we received a letter from the Listing Qualifications Department of Nasdaq, which stated that the staff of Nasdaq (the
"Nasdaq Staff") had determined that (i) our securities would be delisted from Nasdaq, (ii) trading of our Class A Ordinary
Shares, Public Warrants, and Units would be suspended at the opening of business on October 22, 2024 and (iii) a Form 25-NSE would be
filed with the SEC, which would remove our securities from listing and registration on Nasdaq. Under the Nasdaq 36 Month Requirement,
a SPAC must complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration
statement. Since we failed to complete a Business Combination by October 14, 2024, the Nasdaq Staff concluded that we did not comply
with the Nasdaq 36 Month Requirement and our securities were subject to delisting. On October 22, 2024, the listing of our securities
on Nasdaq was suspended and on March 5, 2025, Nasdaq filed the Form 25-NSE to delist our securities from Nasdaq.

the suspension of trading on Nasdaq, our Class A Ordinary Shares, Public Warrants, and Units are quoted on the OTC Pink Market under
the symbols "CDAQF," "CDAWF" and "CDAUF," respectively.

 We
remain a reporting entity under the Exchange Act with respect to continued disclosure of financial and operational information.

 (b)

 Holders

 On
March 24, 2025, there was one holder of record of our Units, three holders of record of our Class A Ordinary Shares and three holders
of record of our Warrants.

 (c)

 Dividends

 We
have not paid any cash dividends on our Ordinary Shares to date and do not intend to pay cash dividends prior to the completion of our
initial Business Combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital
requirements and general financial condition subsequent to completion of our initial Business Combination. The payment of any cash dividends
subsequent to our initial Business Combination will be within the discretion of our Board of Directors at such time. In addition, our
Board of Directors is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further,
if we incur any indebtedness in connection with our initial Business Combination, our ability to declare dividends may be limited by
restrictive covenants we may agree to in connection therewith.

 (d)

 Securities
 Authorized for Issuance Under Equity Compensation Plans

 None.

 (e)

 Performance
 Graph

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

 (f)

 Recent
 Sales of Unregistered Securities

 On
August 30, 2023, our Sponsors entered into the Sponsor Purchase Agreement, and on August 31, 2023, our Sponsors consummated the Sponsor
Handover. Pursuant to the terms of the Sponsor Purchase Agreement, at the Sponsor Handover: (i) the Legacy Sponsor transferred 3,093,036
Founder Shares and 4,645,398 Private Placement Warrants to our Sponsor; (ii) our Sponsor agreed to cause us to pay an aggregated amount
of $300,000 in cash consideration upon closing of the Business Combination at the Legacy Sponsor's direction to entities or accounts
as directed by the Legacy Sponsor (including the repayment of $125,000 under the 2021 Promissory Note); (iii) our Sponsor entered into
the Registration Rights Agreement Joinder; (iv) the Legacy Sponsor assigned the Administrative Services Agreement to our Sponsor; (v)
all Prior Directors and Officers resigned, and each member of our Management Team was appointed by our Sponsor; and (vi) we entered into
the Insider Agreement Amendment with the Sponsors and the Prior Directors and Officers.

 On
October 19, 2023, following the approval of the Founder Share Amendment Proposal by our shareholders at the 2023 EGM, we issued an aggregate
of 600,000 Class A Ordinary Shares to the Sponsors upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsors
as Founder Shares.

 On
July 24, 2024, in connection with the 2024 EGM and the 2024 Redemptions, the Sponsors also converted an aggregate of 2,600,000 Founder
Shares on a one-for-one basis into Class A Ordinary Shares in the 2024 Founder Share Conversion.

 The
Class A Ordinary Shares issued in connection with the Founder Share Conversions are subject to the same restrictions as applied to the
Class B Ordinary Shares before the Founder Share Conversions, including the
Sponsors' agreement not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (i) one year after
the completion of a Business Combination or (ii) the date on which we complete a liquidation, merger, capital share exchange or similar
transaction that results in our shareholders having the right to exchange their Ordinary Shares
 for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Class A Ordinary
Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder
Shares will be released from the lock-up. Shares issued in connection with the Founder Share Conversions
are not registered under the Securities Act and will remain unregistered until registration is demanded by the Sponsors pursuant to the
Insider Letter, as amended by the Insider Letter Amendment and the Second Insider Letter Amendment, we entered into with our Sponsors,
Prior Directors and Officers, and directors and officers.

the Sponsor Handover, the Founder Share Conversions and the Extension Redemptions, there were 5,681,485 Class
A Ordinary Shares and 2,110,122 Class B Ordinary Shares issued and outstanding and the Legacy Sponsor
and Sponsor hold approximately 28.45% and 39.70%, respectively, of the issued and outstanding Ordinary Shares.

 For
more information on the Sponsor Handover, the Founder Share Conversions and the Founder Shares' transfer restrictions, see "Item
1. Business. "

 (g)

 Use of Proceeds from the Initial Public Offering

 For
a description of the use of proceeds generated in our Initial Public Offering and Private Placement, see Part II, Item 2 of our Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2021, as filed with the SEC on November 23, 2021. There has been no
material change in the planned use of proceeds from our Initial Public Offering and Private Placement as described in the IPO Registration
Statement. The specific investments in our Trust Account may change from time to time.

 On
October 19, 2023, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the
Trust Account in an interest-bearing demand deposit account at Citibank, N.A., with Continental continuing to act as trustee, until the
earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments
in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government
securities or money market funds invested in U.S. government securities.

 (h)

 Purchases
 of Equity Securities by the Issuer and Affiliated Purchasers

 We
initially had until October 19, 2023, 24 months from the closing of the Initial Public Offering, to consummate our initial Business Combination.

 On
October 19, 2023, we held the 2023 EGM at which our shareholders approved the Charter Amendment Proposals. In connection with the vote
to approve the Charter Amendment Proposals, Public Shareholders holding 16,045,860 Public Shares (after
giving effect to withdrawals of redemptions) exercised their right to redeem such Public Shares for cash at a redemption price
of approximately $10.54 per Public Share, for an aggregate redemption amount of approximately $169.1 million in the 2023 Redemptions.

 On
July 18, 2024, we held the 2024 EGM to approve, among other things, the 2024 Extension Amendment Proposal. In connection with the vote
to approve the 2024 Extension Amendment Proposal, Public Shareholders holding 2,713,143 Public Shares (after giving effect to withdrawals
of redemptions) exercised their right to redeem such Public Shares for cash at a redemption price of approximately $10.92 per Public
Share, for an aggregate redemption amount of approximately $29.6 million in the 2024 Redemptions.

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

 Item
 6.

 [Reserved]

 Item
 7.

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

 Cautionary
Note Regarding Forward-Looking Statements

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

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

 Overview

 We
are a blank check company incorporated in the Cayman Islands on March 8, 2021, formed for the purpose of effectuating a Business Combination.
We are an early-stage and emerging growth company and, as such, are subject to all of the risks associated with early-stage and emerging
growth companies.

 We
will not generate any operating revenues until after the completion of our initial Business Combination, at the earliest. We will generate
non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering and the Private Placement.

 We
completed our Initial Public Offering of 20,000,000 Units, each Unit consisting of one Public Share and one-third of one Public Warrant,
at $10.00 per Unit on October 19, 2021. The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $200
million. Certain Institutional Anchor Investors that are not affiliated with us, our Legacy Sponsor and our certain of our Prior Directors
and Officers purchased 20,000,000 Units sold in the Initial Public Offering.

with the closing of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreement, we consummated the sale of 4,666,667 Private Placement Warrants at a price of
$1.50 per Private Placement Warrant to our Legacy Sponsor in the Private
Placement, generating gross proceeds of $7 million. Concurrently
with the closing of the Private Placement, the Institutional Anchor Investors paid the Legacy Sponsor $280,000 for the transfer of
an aggregate of 186,667 Private Placement Warrants, which transfer will take place upon the closing of the initial Business

 The
Institutional Anchor Investors also purchased equity interests of the Legacy Sponsor equivalent to 1,547,727 Founder Shares from the
Legacy Sponsor at the original purchase price of $0.004 per share. Following the approval of the Founder Share Amendment Proposal by
our shareholders at the 2023 EGM, the Founder Shares may be converted into Class A Ordinary Shares at any time at the election of a holder
of Founder Shares or at the time of our initial Business Combination, on a one-for-one basis, subject to adjustment as provided in the
Amended and Restated Charter.

the closing of our Initial Public Offering on October 19, 2021, an amount of $200,000,000 ($10.00 per Unit) from the net proceeds of
the sale of the Units in our Initial Public Offering and the Private Placement was placed in the Trust Account located in the United
States and were initially invested only in (i) U.S. government treasury obligations with a maturity of 185 days or less or (ii) money
market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government
treasury obligations, as determined by us. On October 19, 2023, we instructed Continental to liquidate the investments held in the Trust
Account and instead to hold the funds in the Trust Account in an interest-bearing demand deposit account at Citibank, N.A., with Continental
continuing to act as trustee, until the earlier of the consummation of the initial Business Combination or our liquidation. As a result,
following the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement
are no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

 The
underwriters of the Initial Public Offering notified us of their intention to partially exercise the Over-Allotment Option on November
30, 2021. As such, on November 30, 2021, we consummated the sale of an additional (i) 1,240,488 Over-Allotment Units, at $10.00 per Over-Allotment
Unit, and (ii) 165,398 Private Placement Warrants, at $1.50 per Private Placement Warrant, generating total gross proceeds of $12,404,880
and $248,097, respectively. The underwriters forfeited the balance of the Over-Allotment Option. A total of $12,404,880 of the net proceeds
was deposited into the Trust Account, bringing the aggregate proceeds deposited into the Trust Account in connection with our Initial
Public Offering to $212,404,880. We incurred additional offering costs of $682,268 in connection with the Over-Allotment Option (of which
$434,171 was for deferred underwriting fees). On August 11, 2023 and August 14, 2023, the underwriters of the Initial Public Offering
informed us of their decision to waive their rights to the deferred underwriting commission 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. The Nasdaq Rules provide that the Business Combination must be with one or more target
businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any taxes payable
on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. We will
only complete a 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. There is no assurance that we will be able to successfully effect a
Business Combination.

 We
will provide the Public Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a
Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means
of a tender offer. In connection with a proposed Business Combination, we may seek shareholder approval of a Business Combination at
a meeting called for such purpose at which Public Shareholders may seek to redeem their Public Shares without voting, and if they do
vote, irrespective of whether they vote for or against a Business Combination. We will proceed with a Business Combination only if we
have net tangible assets of at least $5,000,001 either immediately prior to or upon such closing of a Business Combination and, if we
seek shareholder approval, a majority of the outstanding shares voted are voted in favor of the Business Combination.

 If
we seek shareholder approval of a Business Combination and do not conduct redemptions pursuant to the tender offer rules, our Amended
and Restated Charter provides that, a Public Shareholder, together with any affiliate of such Public 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 Public Shares without our prior written
consent.

 In
connection with such vote, the Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount
then in the Trust Account ($11.14 per share as of December 31, 2024, net of taxes paid and payable). There will be no redemption rights
upon the completion of a Business Combination with respect to Warrants. These Class A Ordinary Shares have been recorded at a redemption
value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with FASB ASC Topic 480 "Distinguishing
Liabilities from Equity" ("ASC 480").

 If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant
to our Amended and Restated Charter, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents
containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

 Each
of our Sponsors has agreed (i) to vote its Founder Shares and any Public Shares purchased during or after the Initial Public Offering
in favor of a Business Combination, (ii) not to propose an amendment to our Amended and Restated Charter with respect to our pre-Business
Combination activities prior to the closing of a Business Combination unless we provide dissenting Public Shareholders with the opportunity
to redeem their Public Shares in conjunction with any such amendment; (iii) not to redeem any Ordinary Shares (including the Founder
Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination
(or to sell any Ordinary Shares in a tender offer in connection with a Business Combination if we do not seek shareholder approval in
connection therewith) or a vote to amend the provisions of our Amended and Restated Charter relating to shareholders' rights of
pre-Business Combination activity and (iv) that the Founder Shares shall not participate in any liquidating distributions upon winding
up if a Business Combination is not consummated. However, the Sponsors will be entitled to liquidating distributions from the Trust Account
with respect to any Public Shares purchased during or after the Initial Public Offering if we fail to complete our Business Combination.

 If
we are unable to complete a Business Combination by April 19, 2025, the end of the Combination Period if all monthly extensions are utilized
pursuant to the 2024 Extension Amendment Proposal, unless our Combination Period is further extended, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, 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 taxes (less up to $50,000 of interest to pay dissolution
expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Shareholder's
rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and our Board of
Directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of our Company, subject in each case to our obligations
under Cayman Islands law to provide for claims of creditors and the requirements of applicable law. In the event of such distribution,
it is possible that the per share value of the assets remaining available for distribution will be less than approximately $11.14 per
Public Share (net of taxes paid or payable, as of December 31, 2024).

 As
of December 31, 2024 and 2023, we held cash of $27,720 and $44,046, respectively, and current liabilities of $6,162,507 and $860,274,
respectively. Further, we expect to continue to incur significant costs in the pursuit of our initial Business Combination. We cannot
assure you that our plans to complete an initial Business Combination will be successful.

 Recent
Developments

December 31, 2024 through the date of this Report, we have drawn an additional $266,019 on the 2024 Promissory Note. The total aggregate
outstanding balance on the 2024 Promissory Note is $1,381,019.

 On
March 5, 2025, Nasdaq filed a Form 25-NSE to delist our securities from Nasdaq.

 On
March 13, 2025, we filed the 2025 Proxy Statement in connection with an upcoming extraordinary general meeting in lieu of an annual
general meeting of our shareholders to, among other things, seek (i) an extension of the Combination Period from April 19, 2025 to April
20, 2026 and (ii) to eliminate from the Amended and Restated Charter the Redemption Limitation.

Handover

 On
August 30, 2023, our Sponsors entered into the Sponsor Purchase Agreement, and on August 31, 2023, our Sponsors consummated the Sponsor
Handover. Pursuant to the terms of the Sponsor Purchase Agreement, at the Sponsor Handover: (i) the Legacy Sponsor transferred 3,093,036
Founder Shares and 4,645,398 Private Placement Warrants to our Sponsor; (ii) our Sponsor agreed to cause us to pay an aggregated amount
of $300,000 in cash consideration upon closing of the Business Combination at the Legacy Sponsor's direction to entities or accounts
as directed by the Legacy Sponsor (including the repayment of $125,000 under the 2021 Promissory Note); (iii) our Sponsor entered into
the Registration Rights Agreement Joinder; (iv) the Legacy Sponsor assigned the Administrative Services Agreement to our Sponsor; (v)
all Prior Directors and Officers resigned, and each member of our Management Team was appointed by our Sponsor; and (vi) we entered into
the Insider Agreement Amendment with the Sponsors and the Prior Directors and Officers.

 On
March 29, 2024, we entered into the Insider Letter Joinder with each of our directors and officers, which is effective as of the Sponsor
Handover on August 31, 2023.

 Extensions
of our Combination Period

 We
initially had until October 19, 2023, 24 months from the closing of the Initial Public Offering, to consummate our initial Business Combination.

 On
October 19, 2023, we held the 2023 EGM, at which our shareholders approved the Charter Amendment Proposals. In connection with the vote
to approve the Charter Amendment Proposals, Public Shareholders holding 16,045,860 Public Shares (after giving effect to withdrawals
of redemptions) exercised their right to redeem such Public Shares for cash at a redemption price of approximately $10.54 per Public
Share, for an aggregate redemption amount of approximately $169.1 million in the 2023 Redemptions.

 On
July 18, 2024, we held the 2024 EGM to approve, among other things, the 2024 Extension Amendment Proposal. In connection with the vote
to approve the 2024 Extension Amendment Proposal, Public Shareholders holding 2,713,143 Public Shares (after giving effect to withdrawals
of redemptions) exercised their right to redeem s uch Public Shares for cash at a redemption price
of approximately $10.92 per Public Share, for an aggregate redemption amount of approximately $29.6 million in the 2024 Redemptions.

 We
may seek to further extend the Combination Period consistent with applicable laws and regulations by amending our Amended and Restated
Charter. Such an amendment would require the approval of our Public Shareholders, who will be provided the opportunity to redeem all
or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will decrease the amount held in our
Trust Account and our capitalization. See the 2025 Proxy Statement for additional information about the further extension
of our Combination Period.

Share Conversions

 On
October 19, 2023, following the approval of the Founder Share Amendment Proposal by our shareholders at the 2023 EGM, we issued an aggregate
of 600,000 Class A Ordinary Shares to the Sponsors upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsors
as Founder Shares in the 2023 Founder Share Conversion.

 On
July 24, 2024, in connection with the 2024 EGM and the 2024 Redemptions, the Sponsors also converted an aggregate of 2,600,000 Founder
Shares on a one-for-one basis into Class A Ordinary Shares in the 2024 Founder Share Conversion.

 The
Class A Ordinary Shares issued in the Founder Share Conversions are subject to the same restrictions as applied to the Class B Ordinary
Shares before the Founder Share Conversions, including the
Sponsors' agreement not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after
the completion of a Business Combination or (ii) the date on which we complete a liquidation, merger, capital share exchange or similar
transaction that results in our shareholders having the right to exchange their Ordinary Shares
 for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Class A Ordinary
Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder
Shares will be released from the lock-up.

the Sponsor Handover, the Founder Share Conversions and the Extension Redemptions, there were 5,681,485 Class
A Ordinary Shares and 2,110,122 Class B Ordinary Shares issued and outstanding and the Legacy Sponsor
and Sponsor hold approximately 28.45% and 39.70%, respectively, of the issued and outstanding Ordinary Shares.

 EEW
Business Combination

 On
September 5, 2024, we entered into the EEW Business Combination Agreement with the Purchaser Representative, EEW, the Sellers, the Seller
Representative and, upon execution of joinders thereto, Pubco and Merger Sub.

to the EEW Business Combination Agreement, subject to the terms and conditions set forth therein, at the Closing, (a) Merger Sub will
merge with and into our Company, with our Company continuing as the surviving entity, and as a result of the Merger, (i) we shall become
a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of our Company immediately prior to the Effective Time
(as defined in the EEW Business Combination) shall no longer be outstanding and shall automatically be cancelled, in exchange for the
right of the holder thereof to receive a substantially equivalent security of Pubco, (b) Pubco shall acquire all of EEW Ordinary Shares
from the Sellers in exchange for newly issued ordinary shares of Pubco, par value $0.0001 per share, all upon the terms and subject to
the conditions set forth in the EEW Business Combination Agreement and in accordance with the applicable provisions of the Companies
Act and the laws of England and Wales, and any outstanding convertible securities of EEW will be terminated; and (c) as a result of the
EEW Business Combination, our Company and EEW each will become a wholly-owned subsidiary of Pubco, and Pubco will become a publicly traded
company upon the Closing.

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

 Results
of Operations

 Our
entire activity from inception up to December 31, 2024, relates to our formation, Initial Public Offering, the search for a target business
and the consummation of an initial Business Combination, such as the EEW Business Combination. We will not be generating any operating
revenues until the closing and completion of our initial Business Combination, at the earliest. We generate non-operating income in the
form of interest income on cash and cash equivalents or investments from the proceeds derived from the Initial Public Offering and the
Private Placement, which are partially offset by operating expenses and related party administrative expenses. We 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 $3,545,486, consisting of $5,942,936 loss from operations (of which $1,794,928
of operating expenses, including $120,000 of administrative expenses with related party, $4,028,008 in non-redemption expense), offset
by change in fair value of derivative warrant liabilities of $469,341, and interest earned on cash held in the Trust Account of $1,928,109.

 For
the year ended December 31, 2023, we had net income of $4,386,322, consisting of $5,490,575 loss from operations, all consisting of operating
expenses, including $120,000 administrative expense with related party and a non-redemption expense of $3,444,008, offset by a change
in fair value of derivative warrant liabilities of $364,515, interest earned on cash held in the Trust Account of $8,914,159, gain on
settlement of professional legal fees of $351,409 and gain on settlement of deferred underwriting fees of $246,814.

 Factors
That May Adversely Affect our Results of Operations

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

 Liquidity,
Capital Resources and Going Concern

 As
of December 31, 2024, we had $27,720 in our operating bank account and working capital deficit of $2,081,881. To date, our liquidity
needs have been satisfied through (i) a payment of $25,000 from the Legacy Sponsor to cover certain expenses on our behalf in exchange
for the issuance of the Founder Shares, (ii) a loan of approximately $195,000 pursuant to the IPO Promissory Note issued to an affiliate
of the Legacy Sponsor, (iii) the net proceeds from the consummation of the Private Placement not held in the Trust Account, (iv) borrowings
under the 2021 Promissory Note, (v) the Polar Capital Investment and (vi) borrowings under the 2024 Promissory Note.

 IPO
Promissory Note

 Prior
to the closing of our Initial Public Offering, an affiliate of the Legacy Sponsor loaned us an aggregate of up to $250,000 under the
IPO Promissory Note. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2021 or the completion
of our Initial Public Offering. The loans of $195,000 were fully repaid upon the consummation of our Initial Public Offering on October
19, 2021. No additional borrowing is available under the IPO Promissory Note.

 Working
Capital Loans

 In
order to finance transaction costs in connection with a Business Combination, our Initial Shareholders,
Sponsors or an affiliate of the Initial Shareholders or Sponsors, or certain of our Prior Directors and Officers or current directors
and officers may, but are not obligated to, provide us Working Capital Loans. Such Working Capital Loans would be evidenced by
promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender's
discretion, up to $1,500,000 of notes may be converted upon consummation of a Business Combination into warrants at a price of $1.50
per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close,
we may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust
Account would be used to repay the Working Capital Loans.

 2021
Promissory Note

 On
December 30, 2021, there was a written agreement put in place for the 2021 Working Capital Loan when we issued the 2021 Promissory Note,
an unsecured promissory note in the principal amount of up to $1,000,000 to GCG, an affiliate of our Legacy Sponsor. The 2021 Promissory
Note bears no interest and is repayable in full upon consummation of the initial Business Combination. GCG has the option to convert
any unpaid balance of the 2021 Promissory Note into 2021 Note Warrants to purchase one share of Class A Ordinary Shares equal to the
principal amount of the 2021 Promissory Note so converted divided by $1.50. The terms of any such 2021 Note Warrants will be identical
to the terms of the Private Placement Warrants. As of December 31, 2024 and 2023, we had borrowed an aggregate of $125,000 under the
2021 Promissory Note.

 2024
Promissory Note

 On
November 21, 2024, there was a written agreement put in place for the 2024 Working Capital Loan when we issued the 2024 Promissory Note
in the aggregate principal amount of up to $2,500,000 to the Sponsor. The 2024 Promissory Note bears no interest and is repayable in
full upon the earlier of (i) the date on which we consummate an initial Business Combination and (ii) the date of our liquidation. If,
prior to the Business Combination, the principal balance of the 2024 Promissory Note has not been paid in full, then, at the Sponsor's
option and subject to certain conditions, up to $1,375,000 of the unpaid principal amount of the 2024 Promissory Note may be converted
into the 2024 Note Warrants to purchase Class A Ordinary Shares at a conversion price of $1.50 per 2024 Note Warrant. The 2024 Note Warrants
shall be identical to the Private Placement Warrants. The 2024 Note Warrants and their underlying securities are entitled to the registration
rights set forth in the 2024 Promissory Note. As of December 31, 2024 and 2023, there was $1,115,000 and $0, respectively, outstanding
under the 2024 Promissory Note.

 Polar
Capital Investment

 On
September 6, 2023, we entered into the Polar Subscription Agreement with Polar and the Sponsor, pursuant to which Polar agreed to make
the Polar Capital Investment to us of up to $1,500,000. As of December 31, 2024 and 2023, we had drawn $1,250,000 and $500,000 under
the Polar Capital Investment, respectively, that was fair valued at $227,273 and $90,909, respectively. For more information on the Polar
Subscription Agreement and Polar Capital Investment, see "Investor Subscription Agreement" below.

 Demand
Deposit Account Transfer

 On
October 19, 2023, we instructed Continental to liquidate the investments held in the Trust Account and instead to hold the funds in the
Trust Account in an interest-bearing demand deposit account at Citibank, N.A., with Continental continuing to act as trustee, until the
earlier of the consummation of our initial Business Combination or our liquidation. As a result, following the liquidation of investments
in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are no longer invested in U.S. government
securities or money market funds invested in U.S. government securities.

 Going
Concern

 Based
on the foregoing, we believe that we may not have sufficient working capital to meet our needs through the consummation of a Business
Combination. Over this period, we will be using these funds for paying existing accounts payable, operating costs, performing due diligence
on prospective target businesses with which to consummate a Business Combination, paying for travel expenditures and structuring, negotiating
and consummating the Business Combination.

 In
connection with our assessment of going concern considerations in accordance with FASB ASU Topic 2014-15, "Disclosure of Uncertainties
about an Entity's Ability to Continue as a Going Concern," we have until April 19, 2025, if all remaining monthly extensions
are utilized pursuant to the 2024 Extension Amendment Proposal, to consummate a Business Combination, unless
our Combination Period is further extended. It is uncertain that we will be able to consummate a Business Combination by this
time and lack the financial resources to sustain operations for a reasonable period of time, which is considered to be one year from
the issuance date of the financial statements contained elsewhere in this Report. If a Business Combination is not consummated by this
date, there will be a mandatory liquidation and subsequent dissolution of our Company. We cannot provide any assurance that (i) new financing
will be available to us on commercially acceptable terms, if at all, or (ii) that our plans to consummate an initial Business Combination
will be successful. We have determined that the liquidity condition and mandatory liquidation should a Business Combination not occur,
and potential subsequent dissolution raises substantial doubt about our ability to continue as a going concern. The financial statements
and notes thereto contained elsewhere in this Report do not include any adjustments that might result from our inability to continue
as a going concern.

 Contractual
Obligations

 Administrative
Services Agreement

 Commencing
on October 14, 2021, and until completion of our initial Business Combination or liquidation, we may reimburse our Sponsor up to an aggregate
amount of $10,000 per month for office space and secretarial and administrative support pursuant to the Administrative Services Agreement.
Per the Administrative Services Agreement, it is at our option as to whether or not to pay this administrative fee. Under the Administrative
Services Agreement, there was an aggregate amount of $160,000 and $40,000 outstanding for the years ending December 31, 2024 and 2023,
respectively, and there was $120,000 expenses incurred during the years ending December 31, 2024 and 2023. The Legacy Sponsor assigned
the Administrative Services Agreement to our Sponsor on August 31, 2023 in connection with the Sponsor Handover.

 Registration
Rights

 The
holders of the Founder Shares, Private Placement Warrants and any 2021 Note Warrants and 2024 Note Warrants (and in each case holders
of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring
us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares).
The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register
such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements
filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant
to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.
On August 31, 2023, the Sponsor executed the Registration Rights Agreement Joinder in connection with the Sponsor Handover.

 Underwriting

 In
connection with the Initial Public Offering, the underwriters were granted the Over-Allotment Option to purchase up to 3,000,000 Over-Allotment
Units, if any. On November 30, 2021, the underwriters purchased an additional 1,240,488 Over-Allotment Units pursuant to the partial
exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment Unit, generating
aggregate additional gross proceeds of $12,404,880 to us.

 The
underwriters of the Initial Public Offering were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the
Initial Public Offering, or $4,000,000 (or $4,600,000 if the Over-Allotment Option was exercised in full) pursuant to the Underwriting Agreement. In addition, the
underwriters were entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Initial Public Offering,
or $7,000,000 (or $8,050,000 if the Over-Allotment Option was exercised in full). The deferred fees were to become payable to the
underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the
terms of the U nderwriting A greement.

 On
August 11, 2023 and August 14, 2023, we received formal confirmations from Citigroup
Global Markets Inc. and J.P. Morgan Securities LLC, informing us of their decisions to waive any
entitlement they may have to their deferred underwriting fees payable held in the Trust Account with respect to any Business Combination.
Out of the release of $7,434,171 deferred underwriting fees, $7,187,357
was charged against accumulated deficit in the balance sheets as of December 31, 2023 and $246,814 is reflected as a gain on settlement
of deferred underwriting fees in the statements of operations contained elsewhere in this Report.

Advisory Agreements

 We
entered into two financial advisory agreements in September and December 2022, respectively, with financial advisors in connection with
our Business Combinations. We agreed to pay success fees for signed letters of intent and any successful acquisition. Success fees range
from $50,000 to $1,250,000. We also agreed to reimburse the financial advisors for all reasonable and documented expenses, subject to
limitations and prior written consent of us. Both agreements were terminated in August 2023, and no expense was incurred or outstanding
as of December 31, 2024.

 Investor
Subscription Agreement

 On
September 6, 2023, we entered into the Polar Subscription Agreement with the Sponsor and Polar, pursuant to which Polar agreed to fund
up to $1,500,000 to us, subject to certain funding milestones. Once we have reached a defined milestone, upon on at least five (5) calendar
days' prior written notice, the Sponsor may require a drawdown against Polar's capital commitment, a Polar Capital Investment,
in order to meet the Sponsor's commitment to us under a drawdown request. As of December 31, 2024 and 2023, we had drawn $1,250,000
and $500,000, respectively, on the Polar Capital Investment that was fair
valued at $ 227,273 and $90,909, respectively. The Polar Capital Investment will be repaid to Polar
by us upon the closing of an initial Business Combination. Polar may elect to receive such repayment (i) in cash or (ii) in Class A Ordinary
Shares at a rate of one Class A Ordinary Share for each ten dollars of the Polar Capital Investment. In the event we liquidate without
consummating a Business Combination, any amounts remaining in our cash accounts (excluding the Trust Account) will be paid by us to Polar
within five (5) calendar days of the liquidation, and such amounts will be the sole recourse for Polar.

 Insider
Letter

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

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

 Non-Redemption
Agreements

October 9, 2023 and October 19, 2023, we entered into the 2023 Non-Redemption Agreements with the Sponsor and unaffiliated third-party
investors in exchange for such investors agreeing not to redeem an aggregate of 4,998,734 Public Shares in connection with the vote to
approve the Charter Amendment Proposals at the 2023 EGM. In exchange for these commitments not to redeem the 2023 Non-Redeemed Shares,
the Sponsor agreed to transfer to such investors an aggregate of 749,810 Founder Shares held by the Sponsor promptly following the closing
of the Business Combination (but no later than two business days after the satisfaction of the requisite conditions to such transfer).

 We
estimated the aggregate fair value of the 749,810 Founder Shares attributable to such investors pursuant to the 2023 Non-Redemption Agreements
to be $3, 444,008 or on a weighted average of
$4.59 per share, which is estimated by taking into consideration the estimated probability of the consummation of a Business Combination,
estimated concessions and estimated cost of carrying charges to eliminate the investors' exposure to changes in the price of their
Founder Shares. The fair value of the Founder Shares was determined to be an expense in accordance with SEC Staff Accounting Bulletin
Topic 5T, "Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)"(the "SAB 5T").

July 17, 2024 and July 18, 2024, we entered into the 2024 Non-Redemption Agreements with our Sponsor and unaffiliated, third-party investors
in exchange for such investors agreeing not to redeem an aggregate of 2,475,000 Public Shares in connection with the vote to approve
the 2024 Extension Amendment Proposal at the 2024 EGM. In exchange for these commitments not to redeem the 2024 Non-Redeemed Shares,
the Sponsor agreed to transfer to such investors an aggregate of (i) 412,498 Founder Shares held by the Sponsor for the first five (5)
months of the extension of the Combination Period from July 19, 2024 to December 19, 2024 pursuant to the 2024 Extension Amendment Proposal
and (ii) 82,498 Founder Shares held by the Sponsor per month, for each additional month of the extension of the Combination Period from
December 19, 2024 until April 19, 2025, as needed pursuant to the 2024 Extension Amendment Proposal, in connection with the closing of
the Business Combination, provided that (i) the investors did not exercise their redemption rights with respect to the 2024 Non-Redeemed
Shares in connection with the 2024 EGM and (ii) the 2024 Extension Amendment Proposal was approved.

 In
connection with our entry into the 2024 Non-Redemption Agreements, we also agreed that, in the event of the liquidation of the Trust
Account, we will only utilize up to $50,000 of funds from the accrued interest of the Trust Account to pay any dissolution expenses if
we do not effect a Business Combination prior to the end of the Combination Period.

 We
estimated the aggregate fair value of these 742,490 Founder Shares pursuant to the 2024 Non-Redemption Agreements at $4,028,0080, or
approximately $5.492543 per share on a weighted-average basis as of December 31, 2024. This estimate considers factors such as the probability
of consummation of the Business Combination, estimated concessions, and the cost of carrying charges to mitigate the investors'
exposure to fluctuations in the price of the Founder Shares. The fair value of these Founder Shares was determined to be an expense in
accordance with SAB 5T and classified as a liability due to the variability in the number of Founder Shares to be transferred, depending
on the timing of the Business Combination.

 Critical
Accounting Estimates

 This
Item of the Report is based on our financial statements and notes thereto contained elsewhere in this Report, 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. Actual results may differ from these estimates under different assumptions or conditions.

 Emerging
Growth Company

 We
are an "emerging growth company," as defined in Section 2(a) 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 independent registered public accounting firm attestation
requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic
reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and
shareholder approval of any golden parachute payments not previously approved.

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

 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 revenues and expenses during the reporting period.

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

 Critical
Accounting Policies

 We
have identified the following as our critical accounting policies:

 Net
(Loss) Income Per Ordinary Share

 We
comply with accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." We have two classes of Ordinary
Shares, Class A Ordinary Shares and Class B Ordinary Shares. Income is shared pro rata between the two classes of Ordinary Shares. Net
(loss) income per Ordinary Share is calculated by dividing the net (loss) income by the weighted average of Ordinary Shares outstanding
for the respective period. We did not consider the effect of the Warrants issued in connection with the Initial Public Offering and the
Private Placement to purchase an aggregate of 1,240,488 Ordinary Shares in the calculation of diluted (loss) income per share because
their exercise is contingent upon future events. Accretion associated with the redeemable Class A Ordinary Shares is excluded from earnings
per share as the redemption value approximates fair value.

 Warrant
Liability

 We
account for Warrants as either equity-classified or liability-classified instruments based on an assessment of the Warrant's specific
terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, "Derivatives and Hedging" ("ASC 815").
The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability
pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether
the Warrants are indexed to our own Ordinary Shares, among other conditions for equity classification. This assessment, which requires
the use of professional judgment, is conducted at the time of Warrant issuance and as of each subsequent quarterly period end date while
the Warrants are outstanding.

 For
issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification,
the Warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the statements of operations of the
financial statements contained elsewhere in this Report.

 Class
A Ordinary Shares Subject to Redemption

 We
account for our Ordinary Shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary Shares subject to
mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Ordinary
Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within our control) are classified as temporary equity. At all other times, Ordinary
Shares are classified as shareholders' deficit. Our Ordinary Shares feature certain redemption rights that are considered to be
outside of our control and subject to the occurrence of uncertain future events. Accordingly, Ordinary Shares subject to possible redemption
are presented at redemption value as temporary equity, outside of the shareholders' deficit section of the balance sheets of the
financial statements contained elsewhere in this Report.

 Item
 7A.

 Quantitative
 and Qualitative Disclosures about Market Risk.

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

 Item
 8.

 Statements and Supplementary Data.

 Reference
is made to pages F-1 through F-24 comprising a portion of this Report, which are incorporated herein by reference.

 Item
 9.

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

 None.

 Item
 9A.

 Controls
 and Procedures.

 Evaluation
of Disclosure Controls and Procedures

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

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

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

 Management's
Annual Report on Internal Control over Financial Reporting

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

 (1)

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

 (2)

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

 (3)

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

 Because
of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our 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 as of 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
Report does not include an attestation report of our internal controls from 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
have been no changes to our internal control over financial reporting during the quarterly period ended December 31, 2024 that materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 Item
 9B.

 Other
 Information.

 Trading
Arrangements

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

 Additional
Information

 None.

 Item
 9C.

 Disclosure
 Regarding Foreign Jurisdictions that Prevent Inspections.

 Not
applicable.

 PART
III

 Item
 10.

 Directors,
 Executive Officers and Corporate Governance.

 Directors
and Executive Officers

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

 Name

 Age

 Position

 Daniel J. Hennessy

 Chairman of the Board

 Thomas D. Hennessy

 Chief Executive Officer and Director

 Nick Geeza

 Chief Financial Officer

 Joseph Beck

 Anna Brunelle

 Kirk Hovde

 Matt Schindel

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

 Daniel
J. Hennessy has served as the Chairman of our Board since August 2023. He has served as Chairman and Chief Executive Officer of Hennessy
Capital Investment Corp VI (Nasdaq: HCVI), or Hennessy VI, since September 2021. Mr. Hennessy is also the Managing Member of Hennessy
Capital Group LLC, an alternative investment firm he established in 2013 that focuses on sustainable industrial technology and infrastructure
sectors. He also served as Chairman and CEO of Hennessy Capital Investment Corp. V (NASDAQ: HCIC), or Hennessy V, from October 2020 until
December 2022. Mr. Hennessy served as Chairman and CEO of Hennessy Capital Acquisition Corp. IV, or Hennessy IV, from March 2019 until
its Business Combination with Canoo Holdings Ltd, which closed on December 21, 2020 and is now known as Canoo Inc. (NASDAQ: GOEV). Mr.
Hennessy served as a director of SIRVA Worldwide Relocation & Moving from August 2018 until August 2022. He also served as a senior
advisor to PropTech Investment Corporation II (NASDAQ: PTIC), a SPAC targeting businesses in the real estate technology industry from
2021 and which closed its initial Business Combination with RW National Holdings (NASDAQ: SFR) in November 2022 and 7GC & Co. Holdings
Inc. (NASDAQ:VII), a SPAC targeting businesses in the technology industry since 2021 and Jaguar Global Growth Corporation I (NASDAQ:
JGGC) a SPAC targeting international real estate technology, since 2022. Mr. Hennessy previously served as senior advisor to PropTech
Acquisition Corporation (NASDAQ: PTAC), a SPAC targeting businesses in the real estate technology industry, which closed its initial
Business Combination with Porch.com, Inc. in December 2020. From January 2017 to October 2018, Mr. Hennessy served as Chairman of the
Board and Chief Executive Officer of Hennessy Capital Acquisition Corp. III, or Hennessy III, which merged with NRC Group Holdings, LLC,
a global provider of environmental compliance and waste management services, and is currently a wholly-owned subsidiary of Republic Services,
Inc (NYSE: RSG) and served as a director from January 2017 to October 2019. From April 2015 to February 2017, Mr. Hennessy served as
Chairman and CEO of Hennessy Capital Acquisition Corp. II, or Hennessy II, which merged with Daseke in February 2017 and is now known
as Daseke, Inc. (NASDAQ: DSKE) and previously served as its Vice Chairman from February 2017 to June 2021. From September 2013 to February
2015, Mr. Hennessy served as Chairman of the Board and Chief Executive Officer of Hennessy Capital Acquisition Corp., or Hennessy I,
which merged with School Bus Holdings Inc. in February 2015 and is now known as Blue Bird Corporation (NASDAQ: BLBD), and previously
served as a director from September 2013 to April 2019. From 1988 to 2015, Mr. Hennessy served as a Partner at Code Hennessy & Simmons
LLC ("CHS"), a Chicago based middle-market private equity investment firm he co-founded in 1988. Prior to forming CHS, Mr.
Hennessy was employed by Citicorp from 1984 to 1988 as head of the Midwest Region for Citicorp Mezzanine Investments and Vice President
and Team Leader with Citicorp Leveraged Capital Group. He began his career in 1981 in the oil and gas lending group at Continental Illinois
National Bank (now Bank of America) where he was a Banking Officer. Mr. Hennessy holds a B.A. degree, magna cum laude, from Boston College
and an M.B.A. from the University of Michigan Ross School of Business. Mr. Hennessy is qualified to serve as one of our directors due
to his experience in private equity and public and private company board governance, as well as his background in finance and his experience
with Hennessy I, Hennessy II, Hennessy III, Hennessy IV, Hennessy V and Hennessy VI.

 Thomas
D. Hennessy has served as our Chief Executive Officer and one of our directors since August 2023. He has served as a Managing Partner
of Growth Strategies of Hennessy Capital Group, LLC, an alternative investment firm founded in 2013 that focuses on investing in industrial,
infrastructure, real estate and sustainable technologies. Since January 2025, Mr. Hennessy has served as President, Chief Operating Officer,
and director of Hennessy Capital Investment Corp. VII, a special acquisition company. Mr. Hennessy has previously served as a Chairman
and CEO of Global Technology Acquisition Corp. I, a SPAC. Mr. Hennessy has previously served as a director of TortoiseEcofin Acquisition
Corporation III, a SPAC. Mr. Hennessy has previously served as Chairman and Chief Executive Officer of two, a SPAC, which in March 2024
closed a business combination agreement with LatAm Logistic Properties S.A. (NYSE: LPA), a leading developer, owner, and manager of institutional
quality, class A industrial and logistics real estate in Central and South America. Mr. Hennessy has previously served as a director
of Jaguar Global Growth Corporation I, a SPAC, which in October 2023 closed a business combination with Captivision Inc. (Nasdaq: CAPT),
a leading designer and manufacturer of architectural media display glass. Mr. Hennessy has previously served as a director of 7GC &
Co. Holdings, a SPAC, which in December 2023 closed a business combination with Banzai International Inc. (Nasdaq: BNZI), a leading marketing
technology company that provides data-driven marketing and sales solutions. Previously, Mr. Hennessy served as Chairman, Co-Chief Executive
Officer, and President of PropTech Acquisition Corporation's business combination with Porch Group Inc. (Nasdaq: PRCH) in 2020
and subsequently served as an independent director of Porch Group. Mr. Hennessy previously served as a Portfolio Manager of Abu Dhabi
Investment Authority (ADIA) and prior to that as an Investment Associate for Sam Zell's Equity International. Mr. Hennessy started
his career in the Investment Bank at Credit Suisse. Mr. Hennessy holds a B.A. degree from Georgetown University and an MBA from the University
of Chicago Booth School of Business. Mr. Hennessy is qualified to serve as one of our directors due to his extensive experience with
SPACs and his expertise in mergers and acquisitions.

 Nick
Geeza has served as our Chief Financial Officer since August 2023. He has served as Head of Business Development of Hennessy Capital
Growth Strategies, an alternative investment company, since April 2023. From May 2023 to March 2024, Mr. Geeza served as Chief Financial
Officer of two (NYSE: TWOA), a SPAC, which completed its business combination with Logistic Properties of the Americas (NYSE: LPA) in
March 2024. Mr. Geeza previously served as Enterprise Sales Director for Capital Preferences, Ltd., a wealth technology platform focused
on using behavioral economics to reveal client preferences and drive increased assets under management for global enterprise financial
institutions, since March 2022. From November 2007 to March 2022, Mr. Geeza served as Senior Vice President in the Derivative Products
Group at U.S Bank National Association, where he was responsible for developing and servicing client relationships in the National Corporate
Banking Technology, Automotive and Insurance divisions. During his tenure, Mr. Geeza assisted in the development and successful implementation
of a dynamic hedging platform, advised on compliance with U.S. GAAP accounting requirements, and negotiated International Swaps and Derivatives
Association, Dodd-Frank, and collateral management documentation. Prior to U.S. Bank, Mr. Geeza worked at JP Morgan Chase & Co. in
New York. Mr. Geeza graduated Cum Laude with a B.S. from Georgetown University and earned an MBA from the University of Chicago Booth
School of Business.

 M.
Joseph Beck has served as one of our directors since August 2023. From March 2023 to March 2024, he served as a director of two (NYSE:
TWOA), a SPAC, which completed its business combination with Logistic Properties of the Americas (NYSE: LPA) in March 2024. From August
2020 to November 2022, he served as Co-Chief Executive Officer, Chief Financial Officer and director of PropTech Investment Corporation
II, which consummated a business combination with Appreciate Holdings, Inc. (Nasdaq: SFR). From July 2019 to December 2020, he served
as Co-Chief Executive Officer, Chief Financial Officer and director of PropTech Acquisition Corporation, which consummated a business
combination with Porch Group (Nasdaq: PRCH) From November 2022 to March 2024, he served as a director of Appreciate Holdings, Inc. From
December 2020 to December 2023, he served as a director of 7GC & Co. Holdings Inc. (Nasdaq: VII), a SPAC targeting the technology
industry, which consummates a business combination with Banzai International, Inc., a marketing technology company. From February 2021
to November 2023, Mr. Beck served as a director of Jaguar Global Growth Corporation I, a SPAC that completed its business combination
with Captivision Inc. (Nasdaq: CAPT), a designer and manufacturer of architectural media glass. Mr. Beck has served as a Managing Partner
of Growth Strategies of Hennessy Capital Group LLC since July 2019. From August 2012 to July 2019, Mr. Beck served as a Senior Investment
Manager of ADIA. From July 2008 to August 2012, Mr. Beck served as an analyst in the Investment Banking Division of Goldman, Sachs &
Co. Mr. Beck holds a B.A. degree from Yale University. Mr. Beck is qualified to serve as one of our directors due to his experience with
public companies and capital markets.

 Anna
Brunelle has served as one of our directors since August 2023. She has served as the Chief Financial Officer of Ouster Inc., from
August 2020 to May 2023, which completed a Business Combination with Colonnade Acquisition Corp., a SPAC, in March 2021, and subsequently
merged with Velodyne Lidar, Inc. (previously NASDAQ: VLDR) in February 2023. Ms. Brunelle has over 20 years of experience in finance,
accounting, investor relations, corporate and business development, as well as business operations and analytics. She previously served
as Chief Financial Officer of Kinestral Technologies from April 2018 through May 2020 and Chief Financial Officer and Interim Chief Operating
Officer of Soylent from March 2016 through October 2017. She has also served as Chief Financial Officer of GlobalLogic, Chief Financial
Officer of Tivo, Inc., and Senior Consultant for Deloitte & Touche, LLP. Ms. Brunelle currently serves as a director of Bolt Threads,
Inc. and Hennessy VI and previously served as a director of Halio International from March 2019 through May 2020. During her tenure in
leadership positions, she has worked on successful IPOs of technology companies and completed multiple private and public acquisitions
and divestitures. Ms. Brunelle received her B.S. in Business Administration (accounting concentration) from California Polytechnic State
University — San Luis Obispo. Ms. Brunelle is qualified to serve as one of our directors due to her background in accounting and
finance and her experience as the chief financial officer for both public and private companies and as a director.

 Kirk
Hovde has served as one of our directors since August 2023. He serves as Managing Principal & Head of Investment Banking at Hovde
Group where he is responsible for leading the firm's investment banking practice, as well as evaluating the financial and strategic
options of financial institutions. In this capacity, Mr. Hovde performs financial analyses and valuations of banks and thrifts, assists
in the facilitation of M&A transactions and capital offerings, and assesses the impact of national and regional trends on the financial
services industry. Mr. Hovde is also a member of Hovde Group's Management Operating Committee, which is tasked with the day-to-day
management of the firm and implementation of the longer-term strategic plan and vision. Prior to joining Hovde Group, Mr. Hovde was with
Deloitte & Touche LLP in Chicago, Illinois, where he provided assurance services to both public and private clients in a broad array
of industries. These services primarily consisted of regular financial audit and Sarbanes-Oxley attestation engagements, but also included
special projects for acquisitions and divestitures. Mr. Hovde, a native of Chicago, earned a Bachelor of Business Administration, double
majoring in Accounting and Finance, Investment & Banking, from the School of Business at the University of Wisconsin, Madison. He
is a Certified Public Accountant in the State of Illinois, has his series 7, 24, 63 and 79 FINRA licenses and has passed Level II of
the CFA Program. Mr. Hovde is qualified to serve as one of our directors due to his experience in finance, M&A and capital markets.

 Matt
Schindel has served as one of our directors since August 2023. He has served as a director of TortoiseEcofin Acquisition Corporation
III, a SPAC since July 2023. Mr. Schindel has more than 15 years of experience as an investor and operator of growth companies, including
more than a decade in climate and renewable energy related businesses. From February 2020 to July 2023, he served as Chief Financial
Officer at Snapdocs, a real estate software company that provides automation solutions for lenders, title companies, notaries, and other
participants in real-estate transactions. Prior to Snapdocs, Mr. Schindel held various executive roles at Sunrun, Inc., the nation's
leading residential solar, storage, and energy services company. Mr. Schindel holds a Bachelor's Degree from Harvard College. Mr.
Schindel is qualified to serve as one of our directors due to his experience with public companies and capital markets.

 Family Relationships

 Other
than the below, no family relationships exist between any of our directors or executive officers:

 Daniel
 J. Hennessey is the father of Thomas D. Hennessey;

 Daniel
 J. Hennessey is the uncle of Kirk Hovde; and

 Thomas
 D. Hennessey and Kirk Hovde are cousins.

 Involvement
in Certain Legal Proceedings

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

 Number
and Terms of Office of Officers and Directors

 Our
Board of Directors consists of six members and is divided into three classes with only one class of directors being appointed in each
year, and with each class (except for those directors appointed prior to our first general meeting) serving a three-year term. In accordance
with Nasdaq corporate governance requirements, we were not required to hold an annual meeting until one year after our first fiscal year
end following our listing on Nasdaq. The First EGM on November 2, 2023 was held in lieu of our first annual general meeting of shareholders.

 The
term of office of the first class of directors, consisting of Joeseph Beck and Kirk Hovde, who were re-elected by holders of our Class
B Ordinary Shares in connection with the 2024 EGM, will expire at the fourth annual general meeting. The term of office of the second
class of directors, consisting of Thomas D. Hennessy and Matt Schindel, will expire at the second annual general meeting. The term of
office of the third class of directors, consisting of Daniel J. Hennessy and Anna Brunelle, will expire at the third annual general meeting.

 Only
holders of Class B Ordinary Shares have the right to appoint directors in any general meeting held prior to or in connection with the
completion of our initial Business Combination. Holders of our Public Shares are not entitled to vote on the appointment of directors
during such time. These provisions of our Amended and Restated Charter relating to the rights of holders of Class B Ordinary Shares to
appoint directors may be amended by a special resolution passed by a majority of at least 90% of our Ordinary Shares voting in a general
meeting. Our officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors, rather than for
specific terms of office. Our Board of Directors is authorized to appoint officers as it deems appropriate pursuant to our Amended and
Restated Charter.

 Committees
of the Board of Directors

 Our
Board of Directors has three standing committees: the Audit Committee, a compensation committee (the "Compensation Committee")
and a nominating and corporate governance committee (the "Nominating Committee"). Both our Audit Committee and our Compensation
Committee are composed solely of independent directors. Subject to phase-in rules, the Nasdaq Rules and Rule 10A-3 of the Exchange
Act require that the Audit Committee of a listed company be comprised solely of independent directors, and the Nasdaq Rules require
that the compensation committee of a listed company be comprised solely of independent directors. Each committee operates under a charter
that was approved by our Board and has the composition and responsibilities described below. The charter of each committee is available
on our website and filed as an exhibit to this Report.

 Audit
Committee

 Anna
Brunelle, Matt Schindel and Kirk Hovde serve as the members and Anna Brunelle serves as chair of the Audit Committee. All members of
our Audit Committee are independent of and unaffiliated with our Sponsors. Under the Nasdaq Rules and under applicable
SEC rules, all the directors on the Audit Committee must be independent.

 Each
member of the Audit Committee is financially literate and our Board of Directors has determined that Anna Brunelle qualifies as an "audit
committee financial expert" as defined in applicable SEC rules and has accounting or related financial management expertise.

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

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

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

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

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

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

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

 Compensation
Committee

 Matt
Schindel and M. Joseph Beck serve as the members and Matt Schindel serves as chair of the Compensation Committee. Under the Nasdaq
Rules, all the directors on the Compensation Committee must be independent.

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

 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;

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

 our executive compensation policies and plans;

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

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

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

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

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

 Notwithstanding
the foregoing, as indicated above, other than (i) the payment to our Sponsor of up to $10,000 per month pursuant to the Administrative
Services Agreement for office space, utilities, salaries or other cash compensation paid to consultants to our Sponsor, secretarial and
administrative support, other expenses, (ii) obligations of our Sponsor and reimbursement of expenses and (iii) the payment of an aggregate
of $20,500 and $22,00 to our Chief Financial Officer, for services provided to us in 2024 and 2023, respectively, no compensation of
any kind, including finders, consulting or other similar fees, is paid to any of our existing shareholders, officers, directors or any
of their respective affiliates, prior to, or for any services they render in order to effectuate the closing of an initial Business Combination.
Accordingly, it is likely that prior to the closing of an initial Business Combination, the Compensation Committee will only be responsible
for the review and recommendation of any compensation arrangements entered into in connection with such initial Business Combination.

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

 Nominating
and Corporate Governance Committee

 The
members of our Nominating Committee are Kirk Hovde and M. Joseph Beck, and Kirk Hovde serves as chair of the Nominating Committee.

 We
have adopted a charter of the Nominating Committee, which details the purpose and responsibilities of the Nominating Committee, including:

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

 developing
 and recommending to the Board of Directors and overseeing implementation of our corporate governance guidelines;

 coordinating
 and overseeing the annual self-evaluation of the Board of Directors, its committees, individual directors and Management in the governance
 of the company; and

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

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

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

 Code
of Ethics

 We
have adopted a Code of Business Conduct and Ethics (the "Code of Ethics") applicable to our directors, officers and
employees. We have filed a copy of our Code Ethics as an exhibit to this Report. You may review the Code of Ethics by accessing our
public filings at the SEC's website at www.sec.gov. In addition, a copy of the Code Ethics and the charters of the
committees of our Board of Directors will be provided without charge upon request from us. If we make any amendments to our Code
Ethics other than technical, administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver,
from a provision of the Code of Ethics applicable to our principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar functions requiring disclosure under applicable SEC or the Nasdaq
Rules, we will disclose the nature of such amendment or waiver in a Current Report on Form 8-K and on our website. The information
included on or accessible through our website is not incorporated by reference this Report or in any other report or document we
file with the SEC, and any references to our website are intended to be inactive textual references only.

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

 Trading
Policies

 On
October 14, 2021, we adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities
by directors, officers and employees, which are reasonably designed to promote compliance with insider trading laws, rules and regulations,
and applicable stock exchange listing standards (the "Insider Trading Policy").

 The
foregoing description of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by the terms and
conditions of the Insider Trading Policy, a copy of which is attached hereto as Exhibit 19 and is incorporated herein by reference.

 Compensation
Recovery and Clawback Policy

 Under
the Sarbanes-Oxley Act, in the event of misconduct that results in a financial restatement that would have reduced a previously paid
incentive amount, we can recoup those improper payments from our executive officers. The SEC has also adopted Rule 10D-1 under the Exchange Act (the "SEC Clawback Rule") that direct national
stock exchanges to require listed companies to implement policies intended to recoup bonuses paid to executives if the company is found
to have misstated its financial results.

 On
December 7, 2023, our Board of Directors approved the adoption of the Policy on Recoupment of Incentive Compensation (the "Clawback
Policy"), with an effective date of October 2, 2023, in order to comply with the SEC Clawback Rule and the Nasdaq Rules, as set forth in the Nasdaq Listing Rule 5608 (the
"Nasdaq Clawback Rules").

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

 The
foregoing description of the Clawback Policy does not purport to be complete and is qualified in its entirety by the terms and conditions
of the Clawback Policy, a copy of which is attached hereto as Exhibit 97 and is incorporated herein by reference.

 Item
 11.

 Executive
 Compensation.

 None
of our officers or directors have received any cash compensation for services rendered to us, other than our Chief Financial Officer,
who was paid an aggregate of $20,500 and $22,000 for services provided to us in 2024 and 2023, respectively. Commencing on October 19,
2021 through the earlier of closing of our initial Business Combination and our liquidation, we may pay our Sponsor up to $10,000 per
month for office space, utilities, salaries or other cash compensation paid to consultants to our Sponsor, secretarial and administrative
support services provided to members of our Management Team and other expenses and obligations of our Sponsor, pursuant to the Administrative
Services Agreement, as assigned to our Sponsor by the Legacy Sponsor. In addition, our Sponsors, Prior Directors and Officers, officers
and directors, or any of their respective affiliates are reimbursed for any out-of-pocket expenses incurred in connection with activities
on our behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. Our Audit
Committee reviews on a quarterly basis all payments that were made by us to our Sponsors, Prior Directors and Officers, officers or directors,
or our or their affiliates. Any such payments prior to an initial Business Combination are made from funds held outside the Trust Account.
Other than quarterly Audit Committee review of such reimbursements, we do not have any additional controls in place governing our reimbursement
payments to our directors and officers for their out-of-pocket expenses incurred in connection with our activities on our behalf in connection
with identifying and consummating an initial Business Combination. Other than these payments and reimbursements, no compensation of any
kind, including finder's and consulting fees, has been or will be paid by us to our Sponsors, Prior Directors and Officers, officers
and directors, or any of their respective affiliates, prior to completion of our initial Business Combination.

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

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

 Item
 12.

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

 The
following table sets forth information regarding the beneficial ownership of our Ordinary Shares as of March 24, 2025 based on
information obtained from the persons named below, with respect to the beneficial ownership of Ordinary Shares, by:

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

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

 all
 our executive officers and directors as a group.

 In
the table below, percentage ownership is based on 7,791,607 Ordinary Shares, consisting of (i) 5,681,485
 Class A Ordinary Shares and (ii) 2,110,122 Class B Ordinary Shares, issued and outstanding as of March 24, 2025. On all
matters to be voted upon, except for the election of directors of the Board, holders of the Class A Ordinary Shares and Class B Ordinary
Shares vote together as a single class, unless otherwise required by applicable law. Currently, all of the Class B Ordinary Shares are
convertible into Class A Ordinary Shares on a one-for-one basis.

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

 Class A Ordinary Shares

 Class B Ordinary Shares

 Approximate

 Name and Address of Beneficial Owner (1)

 Number of
 Beneficially
 Owned

 Approximate
 Percentage
 of Class

 Number of
 Beneficially
 Owned

 Approximate
 Percentage
 of Class

 Percentage
 of Total Outstanding
 Ordinary Shares

 HCG Opportunity, LLC (our Sponsor) (2)

 2,260,941

 39.79
 %

 832,095

 39.43
 %

 39.70
 %

 Daniel J. Hennessy (2)

 2,260,941

 39.79
 %

 832,095

 39.43
 %

 39.70
 %

 Thomas D. Hennessy (2)

 2,260,941

 39.79
 %

 832,095

 39.43
 %

 39.70
 %

 Nick Geeza

 —

 —

 —

 —

 —

 Joseph Beck

 —

 —

 —

 —

 —

 Anna Brunelle

 —

 —

 —

 —

 —

 Kirk Hovde

 —

 —

 —

 —

 —

 Matt Schindel

 —

 —

 —

 —

 —

 All directors and executive officers as a group (7 individuals)

 2,260,941

 39.79
 %

 832,095

 39.43
 %

 39.70
 %

 Other 5% Shareholders

 Compass Digital SPAC LLC (our Legacy Sponsor) (3)

 939,059

 16.53
 %

 1,278,027

 60.57
 %

 28.45
 %

 Sea Otter Securities Group LLC (4)

 841,098

 14.80
 %

 —

 —

 10.79
 %

 Citadel Parties (5)

 752,899

 13.25
 %

 —

 —

 9.66
 %

 Polar Asset Management Partners Inc. (6)

 500,000

 8.80
 %

 —

 —

 6.42
 %

 Atlas Merchant Parties (7)

 500,000

 8.80
 %

 —

 —

 6.42
 %

 Centiva Parties (8)

 300,000

 5.28
 %

 —

 —

 3.85
 %

 TD Securities Parties (9)

 297,900

 5.24
 %

 —

 —

 3.82
 %

 Meteora Parties (10)

 295,200

 5.19
 %

 —

 —

 3.79
 %

 (1)

 otherwise noted, the principal business address of each of the following entities or individuals is c/o 195 US Hwy 50, Suite 309,
 Zephyr Cove, NV 89488.

 (2)

 HCG
 Opportunity MM ("HCG MM") is the sole member of the Sponsor and has voting and investment discretion with respect to
 the Ordinary Shares held of record by the Sponsor. Thomas D. Hennessy and Daniel J. Hennessy are the sole members of HCG MM and serve
 on our Board of Directors. Thomas D. Hennessy also serves as our Chief Executive Officer and Daniel J. Hennessy serves as our Chairman
 of the Board. Messrs. Hennessy disclaim beneficial ownership of such Ordinary Shares, other than their pecuniary interests therein.

 (3)

 to a Schedule 13G filed with the SEC on February 14, 2023 by the Legacy Sponsor. These amounts include (i) 105,000 Class A Ordinary
 Shares and 91,647 Class B Ordinary Shares held by our prior independent directors and (ii) 591,978 Class A Ordinary Shares and 591,978
 Class B Ordinary Shares held by certain Institutional Anchor Investors, who hold membership interests in the Legacy Sponsor. The
 principal business address of the Legacy Sponsor is 3626 N. Hall St., Suite 910, Dallas, Texas, 75219.

 (4)

 to a Schedule 13G/A filed with the SEC on November 3, 2021 by Sea Otter Securities Group LLC, a Delaware limited liability company
 ("Sea Otter"). The number of Public Shares held by Sea Otter is reported as of October 26, 2021, which does not reflect
 any redemption of shares by Sea Otter in connection with the Extension Redemptions or any other transactions after October 26, 2021,
 or in connection with the Non-Redemption Agreements. Accordingly, the number of Public Shares and the percentages set forth in the
 table may not reflect Sea Otter's current beneficial ownership. The principal business address of Sea Otter is 107 Grand St,
 7th Floor, New York, New York 10013.

 (5)

 to a Schedule 13G/A filed with the SEC on February 14, 2023 by (i) Citadel Advisors LLC, a Delaware limited liability company that
 holds 752,750 Public Shares ("Citadel Advisors"), (ii) Citadel Advisors Holdings LP, a Delaware limited partnership that
 holds 752,750 Public Shares ("CAH"), (iii) Citadel GP LLC, a Delaware limited liability company that holds 752,750 Public
 Shares ("CGP"), (iv) Citadel Securities LLC, a Delaware limited liability company that holds 149 Public Shares ("Citadel
 Securities"), (v) Citadel Securities Group LP, a Delaware limited partnership that holds 149 Public Shares ("CALC4"),
 (vi) Citadel Securities GP,, a Delaware general partnership that holds 149 Public Shares LLC ("CSGP") and (vii) Mr. Kenneth
 Griffin, a U.S. citizen that holds 752,899 Public Shares ("Mr. Griffin", collectively with Citadel Advisors, CAH, CGP,
 Citadel Securities, CALC4 and CSGP, the "Citadel Parties"). The Public Shares reported by the Citadel Parties are owned
 by Citadel Credit Master Fund LLC, a Delaware limited liability company ("CCMF"), and Citadel Securities. Citadel Advisors
 is the portfolio manager for CCMF. CAH is the sole member of Citadel Advisors. CGP is the general partner of CAH. CALC4 is the non-member
 manager of Citadel Securities. CSGP is the general partner of CALC4. Mr. Griffin is the President and Chief Executive Officer of
 CGP, and owns a controlling interest in CGP and CSGP. The number of Public Shares held by the Citadel Parties is reported as of December
 31, 2022, which does not reflect any redemption of shares by the Citadel Parties in connection with the Extension Redemptions or
 any other transactions after December 31, 2022, or in connection with the Non-Redemption Agreements. Accordingly, the number of Public
 Shares and the percentages set forth in the table may not reflect the Citadel Parties' current beneficial ownership. The principal
 business address of each of the Citadel Parties is Southeast Financial Center, 200 S. Biscayne Blvd., Suite 3300, Miami, Florida
 33131.

 (6)

 to a Schedule 13G filed with the SEC on February 9, 2024 by Polar Asset Management Partners Inc., a company incorporated under the
 laws of Ontario, Canada ("Polar"). Polar serves as the investment advisor to Polar Multi-Strategy Master Fund, a Cayman
 Islands exempted company ("PMSMF") with respect to the shares directly held by PMSMF. The principal business address
 of Polar is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

 (7)

 to a Schedule 13G filed with the SEC on November 14, 2024 by (i) Atlas Merchant Capital SPAC Fund I LP, a Cayman Islands exempted
 LP (the "Fund"), (ii) Atlas Merchant Capital LLC, a Delaware limited liability company and a registered investment advisor,
 and the investment manager of the Fund (the "Advisor"), (iii) Atlas Merchant Capital Holdings, Ltd., a Cayman Islands
 limited company and managing member of the Advisor ("Holdings"), (iv) Atlas Merchant Capital LP, a Delaware limited partnership
 and the sole voting shareholder of Holdings ("AMC Capital"), (v) Atlas Merchant Capital GP LLC, a Delaware limited liability
 company and the general partner of AMC Capital ("AMC-GP"), (vi) AMC SPAC Fund GP LP, a Delaware limited partnership and
 the general partner of the Fund (the "General Partner"), (vii) AMC SPAC Fund MGP LLC, a Delaware limited liability company
 and the general partner of the General Partner ("AMC SPAC MGP"), (viii) Robert E. Diamond, Jr. and David I. Schamis,
 United States citizens and the sole members of AMC-GP and AMC SPAC MGP (collectively, with the Fund, the Advisor, Holdings, AMC Capital,
 AMC-GP, the General Partner and AMC SPAC MGP, the "Atlas Merchant Parties). The principal business address of each of the Atlas
 Merchant Parties is c/o Atlas Merchant Capital LLC, 477 Madison Avenue, 22nd FL, New York, NY 10022.

 (8)

 to a Schedule 13G filed with the SEC on November 14, 2024 by (i) Centiva Capital, LP, a Delaware
 limited partnership, (the "Investment Manager"), which is the investment manager
 of certain affiliated funds (the "Centiva Capital Funds") with respect to the
 Public Shares reported therein and (ii)

 Centiva
 Capital GP, LLC, a Delaware limited liability company (together, with the Investment Manager, the "Centiva Parties"),
 which is the general partner of the Investment Manager and the Centiva Capital Funds, with respect to the Public Shares held by the
 Centiva Capital Funds. The principal business address of each of the Centiva Parties is 55 Hudson Yards, Suite 22A, New York, NY
 10001.

 (9)

 to a Schedule 13G filed with the SEC on February 13, 2025 by (i) TD Securities (USA) LLC, a Delaware limited liability company ("TDS"),
 (ii) Cowen and Company, LLC, a Delaware limited liability company ("Cowen"), (iii) Toronto Dominion Holdings USA Inc.,
 a Delaware corporation ("TDH"), (iv) TD Group US Holdings LLC, a Delaware limited liability company ("TD GUS")
 and (v) Toronto Dominion Bank, a Canadian federal bank ("TD Bank", collectively with TDS, TDH, TD Gus and TD Bank, the
 "TD Securities Parties"). TDS has the sole power to vote or direct the vote and the sole power to dispose or direct the
 disposition of the Public Shares reported therein, which were previously owned by Cowen. TDS is the successor in interest to Cowen
 by merger effective as of December 9, 2024. TDH is the sole owner of TDS. TD GUS is the sole owner of TDH. TD Bank is the sole owner
 of TD GUS. TD Bank, TDH, and TD GUS may be deemed to hold an indirect interest in the Public Shares reported therein by virtue of
 their ownership of TDS. The principal business address of each of TDS and TDH is 1 Vanderbilt Avenue, New York, New York 10017. The
 principal business address of TD GUS is 251 Little Falls Drive, Wellington, Delaware 19808. The principal business address of TD
 Bank is Toronto-Dominion Centre, 66 Wellington Street West, 12th Floor, TD Tower, Toronto, Ontario, Canada M5K 1A2.

 (10)

 to a Schedule 13G filed with the SEC on February 14, 2025 by (i) Meteora Capital, LLC, a Delaware limited liability company ("Meteora
 Capital") and (ii) Vik Mittal, a citizen of the United States ("Mr. Mittal" and together with Meteora Capital,
 the "Meteora Parties"). The Meteora Parties may be deemed to beneficially own the Public Shares held of record by certain
 funds and managed accounts to which Meteora Capital serves as investment manager. Mr. Mittal serves as the Managing Member of Meteora
 Capital. The principal business address for the Meteora Parties is 1200 N Federal Hwy, #200, Boca Raton FL 33432.

 Securities
Authorized for Issuance under Equity Compensation Plans

 None.

 Changes
in Control

 None.
For more information on the EEW Business Combination, see Item 1. "Business".

 Item
 13.

 Certain
 Relationships and Related Transactions, and Director Independence.

 Initial
Public Offering

 In
March 2021, an affiliate of our Legacy Sponsor paid $25,000, or approximately $0.004 per share, to cover certain of our offering costs,
in exchange for an aggregate of 5,750,000 Founder Shares, which were subsequently transferred to our Legacy Sponsor. Prior to the closing
of our Initial Public Offering, an affiliate of the Legacy Sponsor loaned us an aggregate of up to $250,000 under the IPO Promissory
Note. Such loans and advances were non-interest bearing and payable on the earlier of December 31, 2021 or the completion of our Initial
Public Offering. The loans of $195,000 were fully repaid upon the consummation of our Initial Public Offering on October 19, 2021.

 Our
Legacy Sponsor committed, pursuant to a written agreement, to purchase an aggregate of 4,666,667 Private Placement Warrants (or 5,066,667
Private Placement Warrants if the Over-Allotment Option was exercised in full), each exercisable to purchase one Class A Ordinary Share
at $11.50 per share, at a price of $1.50 per whole Private Placement Warrant, or $7,000,000 in the aggregate (or $7,600,000 if the Over-Allotment
Option was exercised in full), in the Private Placement, which occurred concurrently with the closing of the Initial Public Offering.
On November 30, 2021, the underwriters of the Initial Public Offering purchased an additional 1,240,488 Over-Allotment Units pursuant
to the partial exercise of the Over-Allotment Option. The Over-Allotment Units were sold at an offering price of $10.00 per Over-Allotment
Unit, generating aggregate additional gross proceeds of $12,404,880.

 On
November 30, 2021, in connection with the partial exercise of the Over-Allotment Option, our Legacy Sponsor surrendered 439,878 Founder
Shares. Also, in connection with the partial exercise of the Over-Allotment Option, the Legacy Sponsor purchased an additional 165,398
Private Placement Warrants at a purchase price of $1.50 per whole Private Placement Warrant. The Private Placement Warrants are identical
to the Public Warrants sold in the Initial Public Offering, except that the Private Placement Warrants, so long as they are held by our
Legacy Sponsor or its permitted transferees, (i) will not be redeemable by us, (ii) may not (including the Class A Ordinary Shares issuable
upon exercise of these Private Placement Warrants), subject to certain limited exceptions, be transferred, assigned or sold by the holders
until 30 days after the completion of our initial Business Combination, (iii) may be exercised by the holders on a cashless basis and
(iv) are entitled to registration rights. The Private Placement Warrants may not, subject to certain limited exceptions, be transferred,
assigned or sold by the holder. If we do not complete our initial Business Combination by the end of the Combination Period, the Private
Placement Warrants will expire worthless. The Private Placement Warrants are subject to the transfer restrictions described below.

 The
Institutional Anchor Investors are members in, but are not affiliates of, our Legacy Sponsor. The Institutional Anchor Investors indicated
an interest in purchasing Units sold in our Initial Public Offering and each held an indirect beneficial interest in certain Founder
Shares (and one of whom, had an indirect beneficial interest in certain Private Placement Warrants). None of those funds or accounts
is a managing member of our Legacy Sponsor, nor do they have any management authority with respect to our Legacy Sponsor. Unlike the
other participants in the Legacy Sponsor, the Institutional Anchor Investors are not subject to any lockup restriction on the transfer
of their Ordinary Shares and are not subject to forfeiture or adjustment with respect to their Founder Shares received in connection
with their purchase of Units in the Initial Public Offering, and while they generally agree or will use reasonable best efforts to vote
their Ordinary Shares in favor of the Business Combination, this voting commitment only applies to Ordinary Shares still held by them.
Further, with respect to Units purchased in the Initial Public Offering, the Institutional Anchor Investors have the same rights (including
redemption rights) as other public purchasers of Units.

Handover

 On
August 30, 2023, our Sponsors entered into the Sponsor Purchase Agreement, and on August 31, 2023, our Sponsors consummated the Sponsor
Handover. Pursuant to the terms of the Sponsor Purchase Agreement, at the Sponsor Handover: (i) the Legacy Sponsor transferred 3,093,036
Founder Shares and 4,645,398 Private Placement Warrants to our Sponsor; (ii) our Sponsor agreed to cause us to pay an aggregated amount
of $300,000 in cash consideration upon closing of the Business Combination at the Legacy Sponsor's direction to entities or accounts
as directed by the Legacy Sponsor (including the repayment of $125,000 under the 2021 Promissory Note); (iii) our Sponsor entered into
the Registration Rights Agreement Joinder; (iv) the Legacy Sponsor assigned the Administrative Services Agreement to our Sponsor; (v)
all Prior Directors and Officers resigned, and each member of our Management Team was appointed by our Sponsor; and (vi) we entered into
the Insider Agreement Amendment with the Sponsors and the Prior Directors and Officers.

 On
March 29, 2024, we entered into the Insider Letter Joinder with each of our directors and officers, which is effective as of the Sponsor
Handover on August 31, 2023.

Share Conversions

 On
October 19, 2023, following the approval of the Founder Share Amendment Proposal by our shareholders at the 2023 EGM, we issued an aggregate
of 600,000 Class A Ordinary Shares to the Sponsors upon the conversion of an equal number of Class B Ordinary Shares held by the Sponsors
as Founder Shares in the 2023 Founder Share Conversion.

 On
July 24, 2024, in connection with the 2024 EGM and the 2024 Redemptions, the Sponsors also converted an aggregate of 2,600,000 Founder
Shares on a one-for-one basis into Class A Ordinary Shares in the 2024 Founder Share Conversion.

 The
Class A Ordinary Shares issued in the Founder Share Conversions are subject to the same restrictions as applied to the Class B Ordinary
Shares before the Founder Share Conversions, including the
Sponsors' agreement not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (i) one year after
the completion of a Business Combination or (ii) the date on which we complete a liquidation, merger, capital share exchange or similar
transaction that results in our shareholders having the right to exchange their Ordinary Shares
 for cash, securities or other property. Notwithstanding the foregoing, if the last reported sale price of the Class A Ordinary
Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination, the Founder
Shares will be released from the lock-up.

the Sponsor Handover, the Founder Share Conversions and the Extension Redemptions, there were 5,681,485 Class
A Ordinary Shares and 2,110,122 Class B Ordinary Shares issued and outstanding and the Legacy Sponsor
and Sponsor hold approximately 28.45% and 39.70%, respectively, of the issued and outstanding Ordinary Shares.

 Administrative
Services Agreement

 We
currently utilize office space at 195 US Hwy 50, Suite 309, Zephyr Cove, NV 89488, from our Sponsor as our executive offices. Commencing
on October 14, 2021, we may pay our Sponsor up to $10,000 per month for office space, utilities, salaries or other cash compensation
paid to consultants to our Sponsor, secretarial and administrative support services provided to members of our Management Team and other
expenses and obligations of our Sponsor, pursuant to the Administrative Services Agreement. Upon completion of our initial Business Combination
or our liquidation, we will cease paying these monthly fees. Under the Administrative Services
Agreement, there was an aggregate amount of $160,000 and $40,000 outstanding for the years ending December 31, 2024 and 2023, respectively,
and there was $120,000 expenses incurred during the years ending December 31, 2024 and 2023. The Legacy Sponsor assigned the Administrative
Services Agreement to our Sponsor on August 31, 2023 in connection with the Sponsor Handover.

 Compensation

 No
compensation of any kind, including finder's and consulting fees, has been or will be paid by us to the Sponsors, Prior Directors
and Officers, members of our Management Team, or any of their respective affiliates, for services rendered prior to or in connection
with the completion of an initial Business Combination. In addition, these individuals are reimbursed for any out-of-pocket expenses
incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on
suitable Business Combinations. Our Audit Committee reviews on a quarterly basis all payments that were made by us to the Sponsors, Prior
Directors and Officers, members of our Management Team or our or their affiliates.

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

 Working
Capital Loans and Promissory Notes

 In
order to finance transaction costs in connection with an intended initial Business Combination, our Initial
Shareholders, Sponsors or an affiliate of the Initial Shareholders or Sponsors, or certain of our Prior Directors and Officers or current
directors and officers may, but are not obligated to, loan us Working Capital Loans as may be required on a non-interest basis.
If we complete an initial Business Combination, we would repay such Working Capital Loans. In the event that the initial Business Combination
does not close, we may use a portion of the working capital held outside the Trust Account to repay such Working Capital Loans but no
proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such Working Capital Loans may be convertible into
warrants of the post Business Combination entity at a price of $1.50 per whole warrant at the option of the lender at the time of the
Business Combination. Such warrants would be identical to the Private Placement Warrants. Prior to the completion of our initial Business
Combination, we do not expect to seek loans from parties other than our Sponsors or an affiliate of our Sponsors 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.

 On
December 30, 2021, there was a written agreement put in place for the 2021 Working Capital Loan when we issued the 2021 Promissory Note,
an unsecured promissory note in the principal amount of up to $1,000,000 to GCG, an affiliate of our Legacy Sponsor. The 2021 Promissory
Note bears no interest and is repayable in full upon consummation of the initial Business Combination. GCG has the option to convert
any unpaid balance of the 2021 Promissory Note into 2021 Note Warrants to purchase one share of Class A Ordinary Shares equal to the
principal amount of the 2021 Promissory Note so converted divided by $1.50. The terms of any such 2021 Note Warrants will be identical
to the terms of our existing Private Placement Warrants held by GCG. The foregoing description of the 2021 Promissory Note is not complete
and is qualified in its entirety by reference to the 2021 Promissory Note, which is attached as an exhibit to this Report. As of December
31, 2024 and 2023, we had borrowed an aggregate of $125,000 under the 2021 Promissory Note, respectively.

 On
November 21, 2024, there was a written agreement put in place for the 2024 Working Capital Loan when we issued the 2024 Promissory Note
in the aggregate principal amount of up to $2,500,000 to the Sponsor. The 2024 Promissory Note was issued in connection with advances
the Sponsor has previously made and may make in the future to us for working capital expenses. The 2024 Promissory Note bears no interest
and is repayable in full upon the earlier of (i) the date on which we consummate an initial Business Combination and (ii) the date of
our liquidation. If, prior to the Business Combination, the principal balance of the 2024 Promissory Note has not been paid in full,
then, at the Sponsor's option and subject to certain conditions, up to $1,375,000 of the unpaid principal amount of the 2024 Promissory
Note may be converted into the 2024 Note Warrants to purchase Class A Ordinary Shares at a conversion price of $1.50 per 2024 Note Warrant.
The 2024 Note Warrants shall be identical to the Private Placement Warrants. The 2024 Note Warrants and their underlying securities are
entitled to the registration rights set forth in the 2024 Promissory Note. As of December 31, 2024 and 2023, there was $1,115,000 and
$0, respectively, outstanding under the 2024 Promissory Note.

 Polar
Capital Investment

 On
September 6, 2023, we entered into the Polar Subscription Agreement with the Sponsor and Polar, pursuant to which Polar agreed to fund
up to $1,500,000 to us, subject to certain funding milestones. Once we have reached a defined milestone, upon on at least five (5) calendar
days' prior written notice, the Sponsor may require a drawdown against Polar's capital commitment, a Polar Capital Investment,
in order to meet the Sponsor's commitment to us under a drawdown request. The Polar Capital Investment will be repaid to Polar
by us upon the closing of an initial Business Combination. Polar may elect to receive such repayment (i) in cash or (ii) in Class A Ordinary
Shares at a rate of one Class A Ordinary Share for each ten dollars of the Polar Capital Investment. In the event we liquidate without
consummating a Business Combination, any amounts remaining in our cash accounts (excluding the Trust Account) will be paid by us to Polar
within five (5) calendar days of the liquidation, and such amounts will be the sole recourse for Polar. As
of December 31, 2024 and 2023, we had drawn $1,250,000 and $500,000 under the Polar Capital Investment, respectively, that was fair valued
at $227,273 and $90,909, respectively.

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

 Non-Redemption
Agreements

October 9, 2023 and October 19, 2023, we entered into the 2023 Non-Redemption Agreements with the Sponsor and unaffiliated third-party
investors in exchange for such investors agreeing not to redeem an aggregate of 4,998,734 Public Shares in connection with the vote to
approve the Charter Amendment Proposals at the 2023 EGM. In exchange for these commitments not to redeem the 2023 Non-Redeemed Shares,
the Sponsor agreed to transfer to such investors an aggregate of 749,810 Founder Shares held by the Sponsor promptly following the closing
of the Business Combination (but no later than two business days after the satisfaction of the requisite conditions to such transfer).

July 17, 2024 and July 18, 2024, we entered into the 2024 Non-Redemption Agreements with our Sponsor and unaffiliated, third-party investors
in exchange for such investors agreeing not to redeem an aggregate of 2,475,000 Public Shares in connection with the vote to approve
the 2024 Extension Amendment Proposal at the 2024 EGM. In exchange for these commitments not to redeem the 2024 Non-Redeemed Shares,
the Sponsor agreed to transfer to such investors an aggregate of (i) 412,498 Founder Shares held by the Sponsor for the first five (5)
months of the extension of the Combination Period from July 19, 2024 to December 19, 2024 pursuant to the 2024 Extension Amendment Proposal
and (ii) 82,498 Founder Shares held by the Sponsor per month, for each additional month of the extension of the Combination Period from
December 19, 2024 until April 19, 2025, as needed pursuant to the 2024 Extension Amendment Proposal, in connection with the closing of
the Business Combination, provided that (i) the investors did not exercise their redemption rights with respect to the 2024 Non-Redeemed
Shares in connection with the 2024 EGM and (ii) the 2024 Extension Amendment Proposal was approved.

 In
connection with our entry into the 2024 Non-Redemption Agreements, we also agreed that, in the event of the liquidation of the Trust
Account, we will only utilize up to $50,000 of funds from the accrued interest of the Trust Account to pay any dissolution expenses if
we do not effect a Business Combination prior to the end of the Combination Period.

 Registration
Rights

 The
holders of the Founder Shares, Private Placement Warrants and any 2021 Note Warrants and 2024 Note Warrants (and in each case holders
of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring
us to register such securities for resale (in the case of the Founder Shares, only after conversion to our Class A Ordinary Shares).
The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that we register
such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements
filed subsequent to the consummation of a Business Combination and rights to require us to register for resale such securities pursuant
to Rule 415 under the Securities Act. We will bear the expenses incurred in connection with the filing of any such registration statements.
On August 31, 2023, the Sponsor executed the Registration Rights Agreement Joinder in connection with the Sponsor Handover.

 Insider
Letter

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

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

 For
more information on the agreements entered into in connection with the EEW Business Combination, see Item 1. "Business."

Independence

 The
Nasdaq Rules that a majority of our Board of Directors be independent within one year of our Initial Public
Offering. An "independent director" is defined generally as a person who, in the opinion of the company's board of
directors, has no material relationship with the listed company (either directly or as a partner, shareholder, shareholder or
officer of an organization that has a relationship with the company). Our Board of Directors has determined that Joseph Beck, Anna
Brunelle, Kirk Hovde and Matt Schindel are "independent directors" as defined in the Nasdaq Rules and applicable
SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

 Item
 14.

 Principal
 Accountant Fees and Services.

 Effective
as of September 5, 2023, the Board of Directors and the Audit Committee authorized dismissal of Marcum LLP ("Marcum") and
engagement of Withum as our new independent registered public accounting firm. For more information on this change in our independent
registered public accounting firm, please see our Current Report on Form 8-K filed with the SEC on December 15, 2023.

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

 Audit
Fees

 Audit
fees consist of fees for professional services rendered for the audit of our year-end financial statements and services that are normally
provided by our independent registered public accounting firm in connection with regulatory filings. The aggregate fees of Withum and
Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included
in our Forms 10-Q for the respective periods and other required filings with the SEC for the years ended December 31, 2024 and 2023 totaled
approximately $127,920 and $90,713, respectively. Audit fees consist of $40,560 and $37,960 for services provided by Withum for the years
ended December 31, 2024 and 2023, respectively, and $0 and $58,473 for services provided by Marcum for the years ended December 31, 2024
and 2023, respectively. The above amounts include interim procedures and audit fees, as well as attendance at Audit Committee meetings.

 Audit-Related
Fees

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

 Tax
Fees

 Tax
fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We paid Withum $4,160
and $4,160 for tax services, planning or advice for the years ended December 31, 2024 and 2023, respectively. We did not pay Marcum
for tax services, planning or advice for the years ended December 31, 2024 and 2023.

 All
Other Fees

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

 Pre-Approval
Policy

 Our
Audit Committee was formed upon the consummation of our Initial Public Offering. As a result, any such services rendered prior to the
formation of our Audit Committee in 2021 were approved by our Board of Directors. Since the formation of our Audit Committee, and on
a going-forward basis, the Audit Committee has and will pre-approve all auditing services and permitted non-audit services performed
and to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit
services described in the Exchange Act which are approved by the Audit Committee prior to the completion of the audit).

 PART
IV

 Item
 15.

 Exhibit
 and Financial Statement Schedules.

 (a)

 The
 following documents are filed as part of this Report:

 (1)

Statements

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID #100, WithumSmith+Brown, PC)

 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

 (2)

 Statement Schedules

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

 (3)

 Exhibits

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

 Item
 16.

 Form
 10-K Summary.

 Omitted
at our Company's option.

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 100, WithumSmith+Brown, PC)

 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- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and the Board of Directors of

 Compass
Digital Acquisition Corp.:

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Compass Digital Acquisition Corp. (the "Company") as of December 31, 2024
and 2023, 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 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, if the Company is unable to raise additional funds to alleviate liquidity needs and complete a business
combination by April 19, 2025, then the Company will cease all operations except for the purpose of liquidating. The liquidity condition
and date for mandatory liquidation and subsequent dissolution raises 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 Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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

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

 /s/
WithumSmith+Brown, PC

 We
have served as the Company's auditor since 2023.

 New
York, New York

 March

 PCAOB
Number 100

 F- 2

 BALANCE
SHEETS

 DECEMBER 31, 2024

 DECEMBER 31, 2023

 ASSETS

 Current assets:

 Cash

 $
 27,720

 $
 44,046

 Prepaid expenses

 24,898

 35,635

 Total current assets

 52,618

 79,681

 Cash held in Trust Account

 27,637,300

 55,347,556

 Total Assets

 $
 27,689,918

 $
 55,427,237

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

 Current liabilities:

 Accounts payable

 $
 165,912

 $
 476,567

 Accrued expenses

 501,314

 167,798

 Polar Capital Investment payable – related party

 227,273

 90,909

 Non-redemption liability

 4,028,008

 -

 Working Capital Loans

 1,240,000

 125,000

 Total current liabilities

 6,162,507

 860,274

 Derivative warrant liabilities

 119,123

 588,464

 Total liabilities

 6,281,630

 1,448,738

 Commitments and Contingencies (Note 6)

 -

 -

 Class A Ordinary Shares subject to possible redemption, $ 0.0001 par value; 2,481,485 and 5,194,628 shares at $ 11.14 and 10.65 per share at December 31, 2024 and 2023, respectively

 27,637,300

 55,347,556

 Shareholders' deficit

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

 -

 -

 Class A Ordinary Shares, $ 0.0001 par value; 200,000,000 shares authorized; 3,200,000 and 600,000 shares issued and outstanding, respectively (excluding 2,481,485 and 5,194,628 shares subject to possible redemption at December 31, 2024 and 2023, respectively)

 Class B Ordinary Shares, $ 0.0001 par value; 20,000,000 shares authorized; 2,110,122 and 4,710,122 shares issued and outstanding at December 31, 2024 and 2023, respectively

 Common stock, value

 Accumulated deficit

 ( 6,229,543
)

 ( 1,369,588
)

 Total Shareholders' Deficit

 ( 6,229,012
)

 ( 1,369,057
)

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

 $
 27,689,918

 $
 55,427,237

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

 F- 3

 STATEMENTS
OF OPERATIONS

 Year Ended

 Year Ended

 Operating expenses

 $
 1,794,928

 $
 1,926,567

 Administrative expenses – related party

 120,000

 120,000

 Non-redemption expense

 4,028,008

 3,444,008

 Loss from operations

 ( 5,942,936
)

 ( 5,490,575
)

 Interest earned on cash (investments) held in Trust Account

 $
 1,928,109

 $
 8,914,159

 Change in fair value of derivative warrant liabilities

 469,341

 364,515

 Gain on settlement of deferred underwriting fees attributable to Public Warrants

 -

 246,814

 Gain on settlement of professional legal fees

 -

 351,409

 Net (loss) income

 $
)

 $
 4,386,322

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

 3,960,705

 17,987,355

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

 $
)

 $
 0.19

 Weighted average shares outstanding of non-redeemable Class A Ordinary Shares Ordinary Shares, basic and diluted

 1,739,726

 121,644

 Basic and diluted net (loss) income per share- non-redeemable Class A Ordinary Shares Ordinary Shares

 $
)

 $
 0.19

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

 3,570,396

 5,188,478

 Basic and diluted net (loss) income per share- non-redeemable Class B Ordinary Shares Ordinary Shares

 $
)

 $
 0.19

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

 F- 4

.COMPASS

 STATEMENTS
OF CHANGES IN SHAREHOLDERS' DEFICIT

 Class A

 Class B

 Additional

 Total

 Ordinary Shares

 Ordinary Shares

 Paid-in

 Accumulated

 Shareholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance – December 31, 2022

 -

 $
 -

 5,310,122

 $

 $
 -

 $
 ( 8,356,114
)

 $
 ( 8,355,583
)

 Conversion of Class B Ordinary Shares to Class A Ordinary Shares

 600,000

 ( 600,000
)

 ( 60
)

 -

 -

 -

 Fair value of Ordinary Shares issued in satisfaction of professional legal fees

 -

 -

 -

 -

 -

 523,000

 523,000

 Return of excess contribution capital to Legacy Sponsor

 -

 -

 -

 -

 -

 ( 49,093
)

 ( 49,093
)

 Fair value of Class B Ordinary Shares issued pursuant to Non-Redemption Agreements

 -

 -

 -

 -

 3,444,008

 -

 3,444,008

 Allocation of Polar Capital Investment payable proceeds to equity instrument

 -

 -

 -

 -

 409,091

 -

 409,091

 Accretion of Class A Ordinary Shares to redemption amount

 -

 -

 -

 -

 3,853,099

 2,126,297

 ( 1,726,802
)

 Net income

 -

 -

 -

 -

 -

 4,386,322

 4,386,322

 Balance - December 31, 2023

 600,000

 $

 4,710,122

 $

 $
 -

 $
 ( 1,369,588
)

 $
 ( 1,369,057
)

 Balance

 600,000

 $

 4,710,122

 $

 $
 -

 $
 ( 1,369,588
)

 $
 ( 1,369,057
)

 Allocation of Polar Capital Investment payable proceeds to equity instrument

 -

 -

 -

 -

 613,640

 -

 613,640

 Conversion of Class B Ordinary Shares into Class A Ordinary Shares

 2,600,000

 ( 2,600,000
)

 ( 260
)

 -

 -

 -

 Accretion of Class A Ordinary Shares to redemption amount

 -

 -

 -

 -

 ( 613,640
)

 ( 1,314,469
)

 ( 1,928,109
)

 Net loss

 -

 -

 -

 -

 -

)

)

 Net (loss) income

 -

 -

 -

 -

 -

)

)

 Balance - December 31, 2024

 3,200,000

 $

 2,110,122

 $

 $
 -

 $
 ( 6,229,543
)

 $
 ( 6,229,012
)

 Balance

 3,200,000

 $

 2,110,122

 $

 $
 -

 $
 ( 6,229,543
)

 $
 ( 6,229,012
)

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

 F- 5

 STATEMENTS
OF CASH FLOWS

 Year ended

 Year ended

 Cash flows from operating activities

 Net (loss) income

 $
)

 $
 4,386,322

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

 Interest earned on cash (investments) held in Trust Account

 ( 1,928,109
)

 ( 8,914,159
)

 Gain on settlement of professional legal fees

 -

 ( 351,409
)

 Gain on settlement of deferred underwriting fees attributable to Public Warrants

 -

 ( 246,814
)

 Change in fair value of derivative Warrant liabilities

 ( 469,341
)

 ( 364,515
)

 Non-redemption expense

 4,028,008

 3,444,008

 Change in operating assets and liabilities

 Prepaid expenses

 10,741

 305,330

 Account payable

 ( 310,655
)

 397,465

 Accrued expenses

 333,516

 167,798

 Net cash used in operating activities

 ( 1,881,326
)

 ( 1,175,974
)

 Cash flows from investing activities

 Trust Account withdrawal - redemption

 29,638,365

 169,088,048

 Net cash provided by investing activities

 29,638,365

 169,088,048

 Cash flows from financing activities

 Proceeds from Polar Capital Investment payable-related party

 750,000

 500,000

 Proceeds of Working Capital Loans

 1,115,000

 35,000

 Repayment of Working Capital Loans

 -

 ( 177,500
)

 Return of excess contribution capital to Legacy Sponsor

 -

 ( 49,093
)

 Due to related party

 -

 ( 24,821
)

 Redemption of Class A Ordinary Shares

 ( 29,638,365
)

 ( 169,088,048
)

 Net cash used in financing activities

 ( 27,773,365
)

 ( 168,804,462
)

 Net decrease in cash

 ( 16,326
)

 ( 892,388
)

 Cash, beginning of period

 44,046

 936,434

 Cash, end of period

 $
 27,720

 $
 44,046

 Supplemental disclosure of non-cash investing and financing activities

 Fair value of Ordinary Shares issued in satisfaction of professional legal fees

 $
 -

 $
 523,000

 Deferred underwriting fees waiver

 $
 -

 $
 7,187,357

 Allocation of Polar Capital Investment payable proceeds to equity instrument

 $
 613,640

 $
 409,091

 Accretion of Class A Ordinary Shares to redemption value

 $
 1,928,109

 $
 1,726,802

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

 F- 6

 NOTES

 NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 Compass
Digital Acquisition Corp. (the "Company") is a blank check company incorporated in the Cayman Islands on March 8, 2021. The
Company was formed for the purpose of effectuating a merger, share exchange, asset acquisition, share purchase, reorganization or similar
business combination with one or more businesses (the "Business Combination"). The Company is an early-stage and emerging
growth company and, as such, the Company is subject to all of the risks associated with early-stage and emerging growth companies.

 As
of December 31, 2024, the Company had not yet commenced any operations. All activity for the period from March 8, 2021 (inception) through
December 31, 2024 relates to the Company's formation, the initial public offering that was consummated by the Company on October
19, 2021 (the "Initial Public Offering" or "IPO"), which is described below, and the search for a target business
with which to consummate an initial Business Combination. The Company will not generate any operating revenues until after the completion
of its initial Business Combination, at the earliest. The Company generates non-operating income in the form of interest income from
the proceeds derived from the Initial Public Offering and the Private Placement (as defined below). The Company has selected December
31 as its fiscal year end.

 The
Company's sponsor was originally Compass Digital SPAC LLC (the "Legacy Sponsor"), until August 31, 2023 and has been
HCG Opportunity, LLC, a Delaware limited liability company (the "Sponsor," together, with the Legacy Sponsor, the "Sponsors"),
since August 31, 2023 (see Note 5).

 The
Registration Statement on Form S-1 for the Initial Public Offering, initially filed with the Securities and Exchange Commission (the
"SEC") on September 14, 2021, as amended (File No. 333-259502), was declared effective on October 14, 2021 (the "IPO
Registration Statement"). On October 19, 2021, the Company consummated the Initial Public Offering of 20,000,000 units ("Units"
and, with respect to the (i) Class A Ordinary Shares (as defined below) included in the Units offered, the "Public Shares"
and (ii) redeemable warrants included in the Units offered, the "Public Warrants"), at $ 10.00 per Unit, generating gross
proceeds of $ 200,000,000. Each Unit consists of one Class A Ordinary Share, par value $ 0.0001 per share, of the Company (the "Class
A Ordinary Shares"), and one-third of one Public Warrant (see Note 3).

 Certain
institutional anchor investors that are not affiliated with the Company, the Legacy Sponsor, or the Company's officers, directors,
or any member of the Company's management ("Management" and such investors, the "Institutional Anchor Investors")
purchased an aggregate of 20,000,000 Units in the Initial Public Offering. The Units were sold at an offering price of $ 10.00 per Unit,
generating gross proceeds of $ 200,000,000.

with the closing of the Initial Public Offering, the Company consummated the sale of 4,666,667 warrants (the "Private Placement
Warrants," and together with the Public Warrants, the "Warrants") to the Legacy Sponsor at a price of $ 1.50 per Private
Placement Warrant, generating gross proceeds of $ 7,000,000 (such sale, the "Private Placement") (see Note 4). Concurrently
with the closing of the Private Placement, the Institutional Anchor Investors paid the Legacy Sponsor $ 280,000 for the transfer of an
aggregate of 186,667 Private Placement Warrants, which transfer will take place upon the closing of the initial Business Combination.

 The
Institutional Anchor Investors also purchased a portion of the equity interests of the Legacy Sponsor equivalent to 1,547,727 Founder
Shares (as defined in Note 5) from the Legacy Sponsor at the original purchase price of $ 0.004 per share. The Founder Shares may be converted
into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior to the closing of a Business Combination
at the election of the holders and will be automatically converted into Class A Ordinary Shares at the Business Combination on a one-for-one
basis, subject to adjustment as provided in its Amended and Restated Memorandum and Articles of Association (as amended and currently
in effect, the "Amended and Restated Charter").

 Transaction
costs amounted to $ 11,929,189, consisting of $ 4,000,000 of underwriting fees, $ 7,000,000 of deferred underwriting fees and $ 929,189 of
other offering costs. Of these transaction fees, the Company subsequently obtained a discount related to the underwriter fees of $ 199,999
and expensed $ 631,124 related to the allocation of offering costs and Founders Shares to Warrant expense. Other non-cash transaction
costs include the fair value in excess of consideration of $ 10,414,655 in relation to Founder Shares purchased by Institutional Anchor
Investors. Subsequent to the Initial Public Offering close, there was an additional $ 676,712 in related transaction offering costs incurred,
of which $ 37,917 related to the allocation of offering costs and Founders Shares to Warrant expense in 2021.

the closing of the Initial Public Offering on October 19, 2021, an amount of $ 200,000,000 ($ 10.00 per Unit) from the net proceeds of
the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants in the Private Placement was placed
in a trust account located in the United States (the "Trust Account") to be invested only in U.S. government treasury obligations
with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company
Act of 1940, as amended (the "Investment Company Act"), which invest only in direct U.S. government treasury obligations,
as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust
Account, as described below. On October 19, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee
of the Trust Account ("Continental"), to liquidate the investments held in the Trust Account and instead to hold the funds
in the Trust Account in an interest-bearing demand deposit account at Citibank, N.A., with Continental continuing to act as trustee,
until the earlier of the consummation of the initial Business Combination or the Company's liquidation. As a result, following
the liquidation of investments in the Trust Account, the remaining proceeds from the Initial Public Offering and Private Placement are
no longer invested in U.S. government securities or money market funds invested in U.S. government securities.

 F- 7

 NOTES

 The
underwriters of the Initial Public Offering notified the Company of their intention to partially exercise the over-allotment option on
November 30, 2021 (the "Over-Allotment Option"). As such, on November 30, 2021, the Company consummated the sale of an additional
 1,240,488 units (the "Over-Allotment Units"), at $ 10.00 per Over-Allotment Unit, and the sale of an additional 165,398 Private
Placement Warrants, at $ 1.50 per Private Placement Warrant, generating total gross proceeds of $ 12,404,880 and $ 248,097, respectively.
The underwriters forfeited the balance of the Over-Allotment Option. A total of $ 12,404,880 of the net proceeds of the exercise of the
Over-Allotment Option was deposited into the Trust Account, bringing the aggregate proceeds deposited into the Trust Account in connection
with the Initial Public Offering to $ 212,404,880. The Company incurred additional offering costs of $ 682,268 in connection with the exercise
of the Over-Allotment Option (of which $ 434,171 was for deferred underwriting fees). On August 11, 2023 and August 14, 2023, the underwriters
informed the Company of their decision to waive their rights to the deferred underwriting commission held in the Trust Account.

 Management
has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement,
although substantially all of the net proceeds are being applied generally toward consummating a Business Combination. The Nasdaq Stock
Market LLC ("Nasdaq") rules provide that the Business Combination must be with one or more target businesses that together
have a fair market value equal to at least 80 % of the balance in the Trust Account (less any taxes payable on interest earned on the
Trust Account) at the time of the signing a definitive agreement to enter a Business Combination. The Company will only complete a 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. There is no assurance that the Company will be able to successfully effect a Business Combination.

 The
Company will provide its holders of the outstanding Public Shares (the "Public Shareholders") with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting
called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the
Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to
redeem their shares without voting, and if they do vote, irrespective of whether they vote for or against a Business Combination. The
Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 either immediately
prior to or upon such closing of a Business Combination and, if the Company seeks shareholder approval, a majority of the outstanding
shares voted are voted in favor of the Business Combination.

 If
the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules,
the Amended and Restated Charter provides that a Public Shareholder, together with any affiliate of such shareholder or any other person
with whom such shareholder is acting in concert or as a "group" (as defined under Section 13 of the Securities Exchange Act
of 1934, as amended (the "Exchange Act")), will be restricted from seeking redemption rights with respect to more than an
aggregate of 15 % of the Public Shares without the Company's prior written consent.

 The
Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account ($ 11.14
per Public Share as of December 31, 2024, 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). There will be no redemption rights upon the completion of a Business Combination
with respect to the Warrants. These Class A Ordinary Shares were recorded at a redemption value and classified as temporary equity upon
the completion of the Initial Public Offering, in accordance with the Financial Accounting Standards Board ("FASB") Accounting
Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity" ("ASC 480").

 If
a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the
Company will, pursuant to its Amended and Restated Charter, offer such redemption pursuant to the tender offer rules of the SEC, and
file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior
to completing a Business Combination.

 The
Sponsors have agreed (i) to vote their Founder Shares and any Public Shares purchased during or after the Initial Public Offering in
favor of a Business Combination; (ii) not to propose an amendment to the Amended and Restated Charter with respect to the Company's
pre-Business Combination activities prior to the closing of a Business Combination unless the Company provides dissenting public shareholders
with the opportunity to redeem their Public Shares in conjunction with any such amendment; (iii) not to redeem any shares (including
the Founder Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business
Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder
approval in connection therewith) or a vote to amend the provisions of the Amended and Restated Charter relating to shareholders'
rights of pre-Business Combination activity; and (iv) that the Founder Shares shall not participate in any liquidating distributions
upon winding up if a Business Combination is not consummated. However, the Sponsors will be entitled to liquidating distributions from
the Trust Account with respect to any Public Shares purchased during or after the Initial Public Offering if the Company fails to complete
its Business Combination.

 F- 8

 NOTES

 If
the Company is unable to complete a Business Combination by April 19, 2025 (assuming all four (4) monthly extensions pursuant to the
2024 Extension Amendment Proposal (as defined in Note 11) are used) (the "Combination Period"), the Company will (i) cease
all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter
subject to lawfully available funds therefor, redeem the Public Shares, 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 (less taxes payable and up to $ 50,000 of interest to pay dissolution expenses), divided by the number of then outstanding
Public Shares, which redemption will completely extinguish Public Shareholders' rights as shareholders (including the right to
receive further liquidation distributions, if any), subject to applicable law, 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 of
Directors"), liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of
creditors and the requirements of applicable law. In the event of such distribution, it is possible that the per share value of the assets
remaining available for distribution will be less than the Initial Public Offering price per Unit of $ 10.00.

 The
Sponsors have agreed that they will be liable to the Company if and to the extent any claims by a third party (other than the independent
registered public accounting firm) 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 day of liquidation of the Trust Account, if less than $ 10.00 per share due to reductions in the value
of the Trust Account assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective
target business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain
liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). However, the Company
has not asked the Sponsors to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsors
have sufficient funds to satisfy their indemnity obligations and believe that the Sponsors' only assets are securities of the Company.
Therefore, the Company cannot assure its shareholders that the Sponsors would be able to satisfy those obligations. None of the Company's
officers or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective
target businesses. The Company seeks to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims
of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities, with which the Company
does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the
Trust Account.

Handover

 On
August 30, 2023, the Legacy Sponsor and the Sponsor entered into an agreement (the "Sponsor Purchase Agreement"), and on
August 31, 2023, the Legacy Sponsor and the Sponsor consummated the transactions contemplated thereby (the "Sponsor Handover").
Pursuant to the terms of the Sponsor Purchase Agreement, at the Sponsor Handover: (i) the Legacy Sponsor transferred 3,093,036 Founder
Shares and 4,645,398 Private Placement Warrants to the Sponsor; (ii) the Sponsor agreed to cause the Company to pay an aggregated amount
of $ 300,000 in cash consideration upon closing of the Business Combination at the Legacy Sponsor's direction to entities or accounts
as directed by the Legacy Sponsor (including the repayment of the $ 125,000 balance of the note payable to the Legacy Sponsor); (iii)
Sponsor entered into a joinder to the Company's registration rights agreement, dated October 14, 2021 (the "Registration
Rights Agreement"); (iv) the Legacy Sponsor assigned the existing administrative services agreement with the Company, dated October
14, 2021 (the "Administrative Services Agreement") to the Sponsor; (v) all of the members of the Board of Directors and officers
of the Company resigned, and Daniel J. Hennessy, Thomas D. Hennessy, Anna Brunelle, Kirk Hovde, Matt Schindel and M. Joseph Beck were
appointed as directors and Thomas D. Hennessy and Nick Geeza were appointed as the Chief Executive Officer and the Chief Financial Officer
of the Company, respectively; and (vi) the Company entered into an amendment to the existing Letter Agreement, dated October 14, 2021
(as amended, the "Letter Agreement"). with the Legacy Sponsor, the Sponsor and the Company's former officers and directors,
pursuant to which the Sponsor became a party to the Letter Agreement and all Founder Shares and Private Placement Warrants transferred
to the Sponsor remain subject to the terms of the Letter Agreement.

 On
March 29, 2024, the Company entered into a Joinder to Letter Agreement with each of the current directors and officers, which is effective
as of the Sponsor Handover on August 31, 2023.

 F- 9

 NOTES

 Extensions
of the Combination Period

 At
the extraordinary general meeting of shareholders held by the Company on October 19, 2023 (the "2023 EGM"), to approve proposals
to amend the Amended and Restated Charter to (i) extend the date by which the Company must consummate an initial business combination
from October 19, 2023 to July 19, 2024 (the "2023 Extension Amendment Proposal") and (ii) to provide for the right of holders
of the Company's 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"), to convert such 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 a Business Combination at the election of the holders (the "Founder
Share Amendment Proposal" and together with the 2023 Extension Amendment Proposal, the "Charter Amendment Proposals").

 In
connection with the vote to approve the Charter Amendment Proposals, Public Shareholders holding 16,045,860 Public Shares (after giving
effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account
(the "2023 Redemptions"). As a result, approximately $ 169.1 million (approximately $ 10.54 per share) was removed from the
Trust Account to pay such holders.

 On
July 18, 2024, the Company held an extraordinary general meeting of shareholders in lieu of an annual general meeting of shareholders
(the "2024 EGM") to approve, among other things, a proposal to amend the Amended and Restated Charter to extend the date
by which the Company must consummate an initial Business Combination from July 19, 2024 to December 19, 2024, and then on a monthly basis
up to four (4) times until April 19, 2025 (or such earlier date as determined by the Board of Directors (the "2024 Extension Amendment
Proposal").

 In
connection with the vote to approve the 2024 Extension Amendment Proposal, Public Shareholders holding 2,713,143 Public Shares (after
giving effect to withdrawals of redemptions) exercised their right to redeem such shares for a pro rata portion of the funds in the Trust
Account (the "2024 Redemptions"). As a result of the 2024 Redemptions, approximately $ 29.6 million (approximately $ 10.92
per share) was removed from the Trust Account to pay such holders.

Share Conversions

 On
October 19, 2023, following the approval of the Founder Share Amendment Proposal at the 2023 EGM, the Sponsors also converted an aggregate
of 600,000 Founder Shares on a one-for-one basis into Class A Ordinary Shares (the "2023 Founder Share Conversion") and 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 Founder Shares under the terms of the Letter Agreement.

 On
July 24, 2024, in connection with the 2024 EGM and the 2024 Redemptions, the Sponsors also converted an aggregate of 2,600,000 Founder
Shares on a one-for-one basis into Class A Ordinary Shares (the "2024 Founder Share Conversion") and 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 Founder Shares under the terms of the Letter Agreement.

 Business
Combination Agreement

 On
September 5, 2024, the Company entered into a Business Combination Agreement (as amended, restated or otherwise modified from time to
time, the "Business Combination Agreement") with (i) the Sponsor, in the capacity as the representative from and after the
closing of the transactions contemplated by the Business Combination Agreement (the "Closing") for the shareholders of the
Company, (ii) upon execution of a joinder thereto, a to-be-formed Cayman Islands exempted company to be named "EEW Renewables Corp"
("Pubco"), (iii) upon execution of a joinder thereto, a to-be-formed Cayman Islands exempted company and wholly-owned subsidiary
of Pubco to be named "EEW Merger Sub" ("Merger Sub"), (iv) EEW Renewables Ltd, a company formed under the laws
of England and Wales ("EEW"), (v) the shareholders of EEW named therein that executed and delivered the Business Combination
Agreement on the signing date (together with any transferees of ordinary shares of EEW prior to the Closing that either sign a joinder
agreement to become a party thereto, or that become bound thereby pursuant to the drag-along rights to be set forth in EEW's amended
organizational documents (collectively the "Sellers"), and (vi) E.E.W. Global Holding Limited, in the capacity as the representative
for the Sellers in accordance with the terms and conditions of the Business Combination Agreement.

to the Business Combination Agreement, subject to the terms and conditions set forth therein, at the Closing, (a) Merger Sub will merge
with and into the Company, with the Company continuing as the surviving entity (the "Merger"), as a result of which, (i)
the Company shall become a wholly-owned subsidiary of Pubco, and (ii) each issued and outstanding security of the Company immediately
prior to the Effective Time (as defined in the Business Combination Agreement) shall no longer be outstanding and shall automatically
be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of Pubco, and (b) Pubco
shall acquire all of the issued and outstanding ordinary shares of EEW from the Sellers in exchange for Pubco ordinary shares (the "Share
Exchange"), all upon the terms and subject to the conditions set forth in the Business Combination Agreement and in accordance
with the applicable provisions of the Companies Act (Revised) of the Cayman Islands and the laws of England and Wales (the Merger, the
Share Exchange and the other transactions contemplated by the Business Combination Agreement and the ancillary documents, together, the
"Transactions"), and any outstanding convertible securities of EEW will be terminated; and (c) as a result of such Transactions,
the Company and EEW each will become a wholly-owned subsidiary of Pubco, and Pubco will become a publicly traded company upon the Closing.

 F- 10

 NOTES

 Share
Exchange and Consideration

 The
base consideration to be paid to the Sellers is $ 300,000,000 (subject to increase to the extent that the Company's unpaid transaction
expenses and cash liabilities as of the Closing that the Sponsor does not pay in cash exceeds $ 5,000,000, and subject to decrease to
the extent that the amount of EEW's unpaid transaction expenses is more than $ 5,000,000), and will be paid entirely in the form
of newly issued ordinary shares of Pubco, par value $ 0.0001 per share (the "Pubco Ordinary Shares"), with each share valued
at $ 10.00 (such shares, the "Exchange Shares").

 In
addition to the base consideration as set forth above, the Sellers will be entitled to receive up to an additional 4,200,000 Pubco Ordinary
Shares, subject to equitable adjustment for share splits, share dividends, combinations, recapitalizations and the like after the Closing,
including to account for any equity securities into which such shares are exchanged or converted (the "Earnout Shares"),
as additional consideration from Pubco in the event that:

 (i)
If during the 3-year period after the Closing (the "Earnout Period"), the volume-weighted average price for Pubco Ordinary
Shares for 20 out of 30 consecutive trading days is at least: (i) $11.00 per share, the Sellers will receive 50% of the Earnout Shares
and (ii) $12.00 per share, the Sellers will receive the remaining 50% of the Earnout Shares; or

 (ii)
If Pubco's consolidated earnings before interest, taxes, depreciation, and amortization for the fiscal year ended April 30, 2025
equals or exceeds $41.9 million, subject to certain adjustments, the Sellers will receive all of the Earnout Shares.

 If
there is a change-in-control transaction during the Earnout Period, to the extent that the express or implied price per Pubco Ordinary
Share in such transaction is equal to or greater than the applicable share price targets as set forth above, the vesting of such Earnout
Shares will accelerate, and the Earnout Shares will be issuable upon the closing of such transaction.

 Liquidity
and Going Concern

 As
of December 31, 2024, the Company had $ 27,720 in its operating bank accounts and a working capital deficit of $ 2,081,881.

 To
date, the Company's liquidity needs have been satisfied through (i) a payment of $ 25,000 from the Legacy Sponsor to cover certain
expenses on behalf of the Company in exchange for the issuance of the Founder Shares, (ii) a loan of approximately $ 195,000 from the
Legacy Sponsor pursuant to a promissory note for up to $ 250,000 (the "IPO Promissory Note"), (iii) the net proceeds from
the consummation of the Private Placement not held in the Trust Account, (iv) the Polar Capital Investment (as defined in Note 5), (v)
the Working Capital Loans (as defined in Note 5) pursuant to the 2021 Promissory Note and the 2024 Promissory Note (each as defined in
Note 5). The Company fully repaid the IPO Promissory Note on October 19, 2021. No additional borrowing is available under the IPO Promissory
Note (see Note 5).

 As
of December 31, 2024, the Company had drawn $ 1,250,000 from the Polar Capital Investment that was fair valued at $ 227,273, $ 125,000 outstanding
from the 2021 Working Capital Loans and $ 1,115,000 outstanding from the 2024 Working Capital Loan (see Note 5).

 Based
on the foregoing, Management believes that the Company may not have sufficient working capital to meet its anticipated obligations through
the earlier of the consummation of an initial Business Combination or one year from the date of the accompanying financial statements.
Over this period, the Company will be using these funds for paying existing accounts payable, operating costs, identifying and evaluating
prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures,
selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

 In
connection with the Company's assessment of going concern considerations in accordance with FASB ASC Subtopic 205-40 "Presentation
of Financial Statements – Going Concern," the Company has until April 19, 2025 if all remaining monthly extensions pursuant
to the 2024 Extension Amendment Proposal are used, to consummate a Business Combination. It is uncertain that the Company will be able
to consummate a Business Combination by this time and the Company lacks the financial resources it needs to sustain operations for a
reasonable period of time, which is considered to be one year from the date of the accompanying financial statements. If a Business Combination
is not consummated with the Combination Period, there will be a mandatory liquidation and subsequent dissolution of the Company. The
Company cannot provide any assurance that (i) new financing will be available to it on commercially acceptable terms, if at all, or (ii)
that its plans to consummate an initial Business Combination will be successful. Management has determined that the liquidity condition
and mandatory liquidation should a Business Combination not occur, and potential subsequent dissolution raises substantial doubt about
the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that
might result from the Company's inability to continue as a going concern.

 F- 11

 NOTES

 NOTE
2 - SUMMARY OF 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
("GAAP") and pursuant to the rules and regulations of the SEC.

 Emerging
Growth Company

 The
Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our
Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from various reporting requirements
that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required
to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act of
2022, 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 that has opted out of using the extended transition period
difficult or impossible because of the potential differences in accounting standards used.

 Risks
and Uncertainties

 Various
social and political circumstances in the United States and around the world (including wars and other forms of conflict, including rising
trade tensions between the United States and China, and other uncertainties regarding actual and potential shifts in the United States
and foreign, trade, economic and other policies with other countries, terrorist acts, security operations and catastrophic events such
as fires, floods, earthquakes, tornadoes, hurricanes and global health epidemics) may contribute to increased market volatility and economic
uncertainties or deterioration in the United States and worldwide. These market volatilities could adversely affect the Company's
ability to complete a Business Combination. In response to the conflict between nations, the United States and other countries have imposed
sanctions or other restrictive actions against certain countries. Any of the above factors, including sanctions, export controls, tariffs,
trade wars and other governmental actions, could have a material adverse effect on the Company's ability to complete a Business
Combination and the value of the Company's securities.

 Management
continues to evaluate the impact of these types of risks on the industry and has concluded that while it is reasonably possible that
these types of risks could have a negative effect on the Company's financial position, results of its operations and/or search
for a target company, the specific impact is not readily determinable as of the date of the accompanying financial statements. The accompanying
financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Use
of Estimates

 The
preparation of the accompanying 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 accompanying
financial statements and the reported amounts of revenues and expenses during the reporting period.

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

 F- 12

 NOTES

 Cash
and Cash Equivalents

 The
Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents.
The Company had $ 27,720 and $ 44,046 of cash and no cash equivalents as of December 31, 2024 and 2023, respectively.

 Cash
Held in Trust Account

 At
December 31, 2024 and 2023, the Company had $ 27,637,300 and $ 55,347,556, respectively, in cash held in the Trust Account.

 At
December 31, 2024 and 2023, all of the assets held in the Trust Account were held in cash. Gains and losses resulting from the change
in fair value of these investments are included in interest earned on cash or investments held in Trust Account in the accompanying statements
of operations.

 Class
A Ordinary Shares Subject to Redemption

 The
Company accounts for its Ordinary Shares subject to possible redemption in accordance with the guidance in ASC 480. Ordinary Shares subject
to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Ordinary
Shares (including Ordinary Shares that feature redemption rights that are either within the control of the holder or subject to redemption
upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other
times, Ordinary Shares are classified as shareholders' deficit. The Ordinary Shares feature certain redemption rights that are
considered to be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, Ordinary
Shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders' deficit
section of the accompanying balance sheets.

 For
the year ended December 31, 2024 and 2023, the Company recorded accretion on the Class A Ordinary Shares of $ 1,928,109 and $ 8,914,159,
respectively, to redemption value related to the interest in the Trust Account. For the year ended December 31, 2024 and 2023, the Class
A Ordinary Shares Subject to Redemption were reduced by $ 29,638,365 and $ 169,088,048, respectively, related to redemptions. For the year
ended December 31, 2024 and 2023, the Class A Ordinary Shares Subject to Redemption was increased by $ 0 and $ 7,187,357, respectively,
related to the waiver of deferred underwriting fees attributable to the Class A Ordinary Shares Subject to Redemption.

 Income
Taxes

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

 ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits,
if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for 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 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. Therefore, the Company's
tax provision was zero for the period presented.

 Offering
Costs Associated with the Initial Public Offering

 Offering
costs consisted of legal, accounting, underwriting fees and other costs incurred through the accompanying balance sheet dates that are
directly related to the Initial Public Offering. Upon the completion of the Initial Public Offering, the offering costs were allocated
using the relative fair values of the Class A Ordinary Shares and Warrants. The costs allocated to Warrants were recognized in other
expenses, and those related to the Class A Ordinary Shares were charged against the carrying value of Class A Ordinary Shares. The Company
complies with the requirements of the FASB ASC Topic 340-10-S99-1, "Other Assets and Deferred Costs."

 F- 13

 NOTES

 Net
(Loss) Income Per Ordinary Share

 The
Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, "Earnings Per Share." The Company
has two classes of Ordinary Shares Class A Ordinary Shares and Class B Ordinary Shares. Income is shared pro rata between the two classes
of Ordinary Shares. Net (loss) income per Ordinary Share is calculated by dividing the net (loss) income by the weighted average of Ordinary
Shares outstanding for the respective period. As of December 31, 2024 and 2023, the inclusion of financial instruments in the calculation
of earnings per share is contingent on a future event. As a result, diluted net (loss) income per Ordinary Share is the same as basic
net (loss) income per Ordinary Share for the years presented. Accretion associated with the redeemable Class A Ordinary Shares is excluded
from earnings per share as the redemption value approximates fair value.

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

 SUMMARY
OF RECONCILIATION OF NUMERATOR AND DENOMINATOR USED TO COMPUTE BASIC AND DILUTED NET (LOSS) INCOME PER SHARE

 For The Year Ended

 For The Year Ended

 Redeemable Class A Ordinary Shares

 Numerator: Net (loss) income allocable to Redeemable Class A Ordinary Shares

 $
 ( 1,514,771
)

 $
 3,386,561

 Denominator: Weighted Average Share Outstanding, Redeemable Class A Ordinary Shares

 Basic and diluted weighted average shares outstanding, Redeemable Class A Ordinary Shares

 3,960,705

 17,987,355

 Basic and diluted net (loss) income per share, Redeemable Class A Ordinary Shares

 $
)

 $
 0.19

 Non-Redeemable Class A Ordinary Shares

 Numerator: Net (loss) income allocable to non-redeemable Class A Ordinary Shares

 Net income allocable to non-redeemable Class A Ordinary Shares

 $
 ( 665,332
)

 $
 22,902

 Denominator: Weighted Average Non-Redeemable Class A Ordinary Shares

 1,739,726

 121,644

 Basic and diluted net (loss) income per share, non-redeemable Class A Ordinary Shares

 $
)

 $
 0.19

 Non-Redeemable Class B Ordinary Shares

 Numerator: Net (loss) income allocable to non-redeemable Class B Ordinary Shares

 Net (loss) income allocable to non-redeemable Class B Ordinary Shares

 $
 ( 1,365,443
)

 $
 976,858

 Denominator: Weighted Average Non-Redeemable Class B Ordinary Shares

 3,570,396

 5,188,478

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

 $
)

 $
 0.19

 Warrant
Liability

 The
Company accounts for its Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant's
specific terms and applicable authoritative guidance in ASC 480 and FASB ASC Topic 815, "Derivatives and Hedging" ("ASC
815"). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition
of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including
whether the Warrants are indexed to the Company's own Ordinary Shares, among other conditions for equity classification. This assessment,
which requires the use of professional judgment, is conducted at the time of Warrant issuance and as of each subsequent quarterly period
end date while the Warrants are outstanding.

 F- 14

 NOTES

 For
issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component
of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification,
the Warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss on the accompanying statements of operations.

 Derivative
Financial Instruments

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

 The
Company accounts for the conversion features in the Working Capital Loans under ASC 815. The conversion features were classified as a
derivative liability and the Company has determined that the fair value was immaterial at December 31, 2024 and 2023.

 Concentration
of Credit Risk

instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution
which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $ 250,000. Any loss incurred or a lack of access
to such funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

 Fair
Value of Financial Instruments

 The
fair value of the Company's assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, "Fair
Value Measurement" ("ASC 820"), approximates the carrying amounts represented in the accompanying balance sheets, primarily
due to their short-term nature, except for the derivative warrant liabilities (see Note 10).

 The
Company applies ASC 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that
framework. ASC 820 defines "fair value" as an exit price, which is the price that would be received for an asset or paid
to transfer a liability in the Company's principal or most advantageous market in an orderly transaction between market participants
on the measurement date. The fair value hierarchy established in ASC 820 generally requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants
would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting
entity. Unobservable inputs reflect the entity' own assumptions based on market data and the entity's judgments about the
assumptions that market participants would use in pricing the asset or liability and are to be developed based on the best information
available in the circumstances.

 Level
1-Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable
inputs, such as quoted prices in active markets for identical assets or liabilities.

 Level
2-Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying
terms, as well as direct or indirect observable inputs, such as interest rates and yield curves that are observable at commonly quoted
intervals.

 Level
3-Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little
or no market data exists for the assets or liabilities.

 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 decision maker ("CODM"), as well as the aggregate amount of other segment items included in the reported measure
of segment profit or loss. The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how
the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.
Public entities will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with
a single reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures
in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning
after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 as required for the year ended December 31, 2024.
The adoption requires the Company to provide additional disclosures, but otherwise it does not materially impact the financial statements.

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

 F- 15

 NOTES

 NOTE
3 - INITIAL PUBLIC OFFERING

 On
October 19, 2021, the Company sold 20,000,000 Units at a purchase price of $ 10.00 per Unit, generating gross proceeds of $ 200,000,000,
and incurring offering costs of $ 11,929,189, consisting of $ 4,000,000 of underwriting fees, $ 7,000,000 of deferred underwriting fees
and $ 929,189 of other offering costs. Each Unit consists of one Public Share and one-third of one Public Warrant. Each whole Public Warrant
entitles the holder to purchase one Class A Ordinary Share at an exercise price of $ 11.50 per whole share.

 The
Institutional Anchor Investors purchased an aggregate of 20,000,000 Units at the offering price of $ 10.00 per Unit.

 The
underwriters notified the Company of their intention to partially exercise the Over-Allotment Option on November 30, 2021. As such, on
November 30, 2021, the Company consummated the sale of an additional 1,240,488 Units, at $ 10.00 per Unit, and the sale of an additional
 165,398 Private Placement Warrants, at $ 1.50 per Private Placement Warrant, generating total gross proceeds of $ 12,404,880 and $ 248,097,
respectively. The underwriters forfeited the balance of the Over-Allotment Option. A total of $ 12,404,880 of the net proceeds was deposited
into the Trust Account, bringing the aggregate proceeds held in the Trust Account to $ 212,407,824, including $ 2,944 in interest. The
Company incurred additional offering costs of $ 682,269 in connection with the exercise of the Over-Allotment Option (of which $ 434,171
was for deferred underwriting fees). On August 11, 2023 and August 14, 2023, the underwriters informed the Company of their decision
to waive their rights to the deferred underwriting commission held in the Trust Account.

 NOTE
4 - PRIVATE PLACEMENT

with the closing of the Initial Public Offering, the Legacy Sponsor purchased 4,666,667 Private Placement Warrants at a price of $ 1.50
per Private Placement Warrant, generating total proceeds of $ 7,000,000 to the Company. Substantially concurrently with the closing of
the Private Placement, the Institutional Anchor Investors paid the Legacy Sponsor $ 280,000 for the transfer of an aggregate of 186,667
Private Placement Warrants, which transfer will take place upon the closing of the initial Business Combination. In connection with the
partial exercise of the Over-Allotment option, the Legacy Sponsor purchased an additional 165,398 Private Placement Warrants at a purchase
price of $ 1.50 per whole Private Placement Warrant.

 Each
Private Placement Warrant is identical to the Public Warrants, except there are no redemption rights or liquidating distributions from
the Trust Account with respect to Private Placement Warrants, which will expire worthless if the Company does not consummate a Business
Combination within the Combination Period.

 NOTE
5 - RELATED PARTY TRANSACTIONS

 On
March 9, 2021, the Company issued an aggregate of 5,750,000 Class B Ordinary Shares (the "Founder Shares") to the Legacy
Sponsor for an aggregate purchase price of $ 25,000. Also, on May 13, 2021, the Legacy Sponsor transferred an aggregate of 721,402 Founder
Shares to the Company's independent directors at their original issue price. The Founder Shares include an aggregate of up to 750,000
shares subject to forfeiture by the Legacy Sponsor to the extent that the Over-Allotment Option was not exercised in full or in part,
so that the Legacy Sponsor would collectively own, on an as-converted basis, 20 % of the Company's issued and outstanding shares
after the Initial Public Offering. On November 30, 2021, the underwriters partially exercised the Over-Allotment Option to purchase an
additional 1,240,488 Units. As a result, the Company forfeited 439,878 Class B Ordinary Shares. On October 19, 2023, the Sponsors converted
an aggregate of 600,000 Founder Shares on a one-for-one basis into Class A Ordinary Shares in the 2023 Founder Share Conversion. As of
December 31, 2024 and 2023, the Company had 2,110,122 Class B Ordinary Shares issued and outstanding.

to the Letter Agreement, the Sponsors have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur
of: (i) one year after the completion of a Business Combination or (ii) the date on which the Company completes a liquidation, merger,
capital share exchange or similar transaction that results in the Company's shareholders having the right to exchange their Ordinary
Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Class A Ordinary Shares or
exceeds $ 12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any 20
trading days within any 30-trading day period commencing at least 120 days after the Business Combination, the Founder Shares will be
released from the lock-up.

 F- 16

 NOTES

 In
connection with the closing of the Initial Public Offering, the Legacy Sponsor sold equity interest of the Legacy Sponsor equivalent
to 1,547,727 Founder Shares to the Institutional Anchor Investors at the original purchase price of $ 0.004 per share. The Company estimated
the aggregate fair value of the Founder Shares attributable to the Institutional Anchor Investors to be $ 6.73 per share. The fair value
of the Founder Shares was valued based on the probability of the Company completing a Business Combination and marketability. The excess
of the fair value of the Founder Shares was determined to be an offering cost in accordance with SEC Staff Accounting Bulletin Topic
5A, "Expensing of Offering" and SEC Staff Accounting Bulletin Topic 5T, "Accounting for Expenses or Liabilities Paid
by Principal Stockholder(s)" ("SAB 5T"). Accordingly, the offering cost was allocated to the separable financial instruments
issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs related
to the Founder Shares amounted to $ 10,414,655, of which $ 10,062,469 was charged to shareholders' deficit upon the completion of
the Initial Public Offering and $ 352,186 was expensed to the accompanying statements of operations and included in transaction costs
attributable to Warrant liabilities.

 In
connection with the Non-Redemption Agreements (as defined in Note 6), the Sponsor agreed to transfer to such investors an aggregate of
 749,810 Founder Shares held by the Sponsor promptly following the closing of the Business Combination (but no later than two business
days after the satisfaction of the requisite conditions to such transfer). The Company estimated the aggregate fair value of the 749,810
Class B Ordinary Shares attributable to such investors to be $ 3,444,008 or on a weighted average of $ 4.59 per share as of October 19,
2023, which is estimated by taking into considerations the estimated probability of the consummation of a Business Combination, estimated
concessions and estimated cost of carrying charges to eliminate the investor's exposure to changes in the price of their Class
B Ordinary Shares. The fair value of the Class B Ordinary Shares was determined to be an expense in accordance with SAB 5T.

 In
connection with the 2024 Non-Redemption Agreements (as defined in Note 6), the Sponsor agreed to transfer a total of 412,498 Founder
Shares (representing the transfer for the first five months of the extension period) to the investors, promptly following the closing
of the Business Combination. Additionally, the Sponsor will transfer an additional 82,498 shares for each month of extension from December
2024 through April 2025. In total, up to 742,490 Founder Shares may be transferred to the investors. The Company estimated the aggregate
fair value of these 742,490 Founder Shares at $ 4,076,270, or approximately $ 5.49 per share on a weighted-average basis as of July 15,
2024. As of December 31, 2024, the Company estimated the aggregate fair value of these 742,490 Founder Shares at $ 4,028,008, or approximately
$ 5.43 per share on a weighted-average basis. This estimate considers factors such as the probability of consummation of the Business
Combination, estimated concessions, and the cost of carrying charges to mitigate the investors' exposure to fluctuations in the
price of the Founder Shares. The fair value of these Founder Shares was determined to be an expense in accordance with SAB 5T and classified
as a liability due to the variability in the number of Founder Shares to be transferred, depending on the timing of the Business Combination.

 Working
Capital Loans

 In
order to finance transaction costs in connection with a Business Combination, the Sponsors, affiliates of the Sponsors, or the Company's
former officers and directors or current directors or officers may, but are not obligated to, loan the Company funds as may be required
(such loan from the Legacy Sponsor, its affiliates or the former officer and directors, the "2021 Working Capital Loan",
and such loan from the Sponsor, its affiliates or the current directors or offices, the "2024 Working Capital Loan", and
together, the "Working Capital Loans"). Such Working Capital Loans would be evidenced by promissory notes. The notes would
either be repaid upon consummation of a Business Combination, without interest, or, at the lender's discretion, up to $ 1,500,000
of notes may be converted upon consummation of a Business Combination into warrants at a price of $ 1.50 per warrant. These warrants would
be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion
of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used
to repay the Working Capital Loans.

 2021
Promissory Note Payable – Legacy Sponsor

 On
December 30, 2021, there was a written agreement in place for the 2021 Working Capital Loan. The Company issued an unsecured promissory
note (the "2021 Promissory Note") in the principal amount of up to $ 1,000,000 to YAS International, LLC (d/b/a Gupta Capital
Group), an affiliate of the Legacy Sponsor ("GCG"). The 2021 Promissory Note bears no interest and is repayable in full upon
consummation of the initial Business Combination. GCG has the option to convert any unpaid balance of the 2021 Promissory Note into 2arrants
to purchase one share of Class A Ordinary Shares equal to the principal amount of the 2021 Promissory Note so converted divided by $ 1.50
(the "2021 Note Warrants"). The terms of any such 2021 Note Warrants will be identical to the terms of the Private Placement
Warrants. As of December 31, 2024 and 2023, there was $ 125,000 outstanding on the 2021 Working Capital Loan. The Company determined that
the conversion option embedded in its Legacy Working Capital Loan should be bifurcated and accounted for as a derivative in accordance
with ASC 815. However, the exercise price of the underlying 2021 Note Warrants was greater than the closing price of the Private Placement
Warrants as of December 31, 2024 and 2023, and when the 2021 Working Capital Loan was drawn on. The Company believes that the likelihood
of GCG's exercise of the option to convert to 2021 Note Warrants is de minimis. As a result, the Company recorded zero liability
related to the conversion option on the 2021 Working Capital Loan.

 F- 17

 NOTES

 2024
Promissory Note – related party

 On
November 21, 2024, there was a written agreement in place for the 2024 Working Capital Loan. The Sponsor agreed to loan the Company up
to $ 2,500,000 pursuant to a promissory note (the "2024 Promissory Note"). The 2024 Promissory Note is non-interest bearing,
unsecured and due on the earlier of (i) upon the consummation of an initial Business Combination or (ii) the date of liquidation. The
Company may use a portion of proceeds held outside the Trust Account to repay the 2024 Promissory Note, but no proceeds held in the Trust
Account can be used to repay the 2024 Promissory Note. If prior to an initial business combination, the 2024 Promissory Note has not
been paid in full, then at the Sponsor's option up to $ 1,350,000 of unpaid principal balance may be converted into warrants (the
"2024 Note Warrants") at a price of $ 1.50 per 2024 Note Warrant. The 2024 Note Warrants would be identical to the Private
Placement Warrants.

 As
of December 31, 2024 and 2023, there was $ 1,115,000 and $ 0, respectively, outstanding on the 2024 Promissory Note. The Company determined
that the conversion option embedded in its 2024 Promissory Note should be bifurcated and accounted for as a derivative in accordance
with ASC 815. However, the exercise price of the underlying 2024 Note Warrants was greater than the closing price of the Private Placement
Warrants as of December 31, 2024, and when the 2024 Promissory Notes were drawn on. The Company believes that the likelihood of the Sponsor's
exercise of the option to convert to 2024 Note Warrants is de minimis. As a result, the Company recorded zero liability related to the
conversion option on the 2024 Promissory Note.

 Polar
Capital Investment Payable – related party

 On
September 6, 2023, the Company entered into a subscription agreement (the "Polar Subscription Agreement") with the Sponsor
and Polar Multi-Strategy Master Fund ("Polar"), pursuant to which Polar agreed to fund up to $ 1,500,000 to Company, subject
to certain funding milestones. Once the Company has reached a defined milestone, upon on at least five (5) calendar days' prior
written notice, the Sponsor may require a drawdown against the capital commitment in order to meet the Sponsor's commitment to
the Company under a drawdown request (such funded amounts, the "Polar Capital Investment"). The Polar Capital Investment
will be repaid to Polar by the Company upon the closing of an initial Business Combination. Polar may elect to receive such repayment
(i) in cash or (ii) in Class A Ordinary Shares at a rate of one Class A Ordinary Share for each ten dollars of the Polar Capital Investment.
The Company must (i) to the extent feasible and in compliance with all applicable laws and regulations, register the shares issued to
Polar as part of any registration statement issuing shares before or in connection with the closing of a Business Combination or (ii)
if no such registration statement is filed in connection with the closing of a Business Combination, promptly register such shares pursuant
to the first registration statement filed by the Company or the surviving entity following a Business Combination, which shall be filed
no later than 30 days after the closing of a Business Combination and declared effective no later than 90 days after the closing of a
Business Combination. In consideration of the Polar Capital Investment, the Company has agreed to issue, or cause the surviving entity
in the Business Combination to issue, 0.9 of a Class A ordinary share of the surviving entity for each dollar of the Polar Capital Investment
funded as of or prior to the closing of the Business Combination. Upon certain events of default under the Polar Subscription Agreement,
the Company (or the surviving entity, as applicable) must issue to Polar an additional 0.1 of a Class A ordinary share for each dollar
of the Capital Investment funded as of the date of such default, and for each month thereafter until such default of failure is cured,
subject to certain limitations provided for therein. In the event the Company liquidates without consummating a Business Combination,
any amounts remaining in the Company's cash accounts (excluding the Trust Account) will be paid to Polar by the Company within
five (5) calendar days of the liquidation, and such amounts will be the sole recourse for Polar. As of December 31, 2024 and 2023, the
Company had drawn $ 1,250,000 and $ 500,000, respectively, on the Polar Capital Investment.

 The
Company determined that the conversion option embedded in Polar Capital Investment should be bifurcated and accounted for as a derivative
in accordance with ASC 815. The Company selected the fair value method in the allocation of proceeds to the debt and equity instruments
issued in connection with the Polar Capital Investment. As of December 31, 2024, an aggregate of $ 1,022,727 had been allocated as debt
discount to reduce the fair value of the Polar Capital Investment to $ 227,273 as liabilities on the accompanying balance sheets. As of
December 31, 2023, $ 409,091 had been allocated as debt discount to reduce the fair value of the Polar Capital Investment to $ 90,909 as
liabilities on the accompanying balance sheets. Further, as of December 31, 2024 and 2023, $ 613,640 and $ 409,091, respectively, is allocated
to non-redeemable Class A Ordinary Shares and presented as additional paid in capital on the accompanying statements of changes in shareholders'
deficit.

 Administrative
Services Agreement

 Commencing
on October 14, 2021, and until completion of the Company's initial Business Combination or liquidation, the Company may reimburse
the Sponsors up to an aggregate amount of $ 10,000 per month for office space and secretarial and administrative support pursuant to the
Administrative Services Agreement. Per the Administrative Services Agreement, it is at the Company's option as to whether or not
to pay this administrative fee. The Legacy Sponsor assigned the Administrative Services Agreement to the Sponsor on August 31, 2023,
in connection with the Sponsor Handover. For the years ended December 31, 2024 and 2023, the total administrative expenses were $ 120,000.
As of December 31, 2024 and 2023, there was $ 160,000 and $ 40,000 accrued, but not paid.

 F- 18

 NOTES

 NOTE
6 - COMMITMENTS AND CONTINGENCIES

 Registration
Rights

 The
holders of the Founder Shares, Private Placement Warrants and any 2021 Note Warrants or 2024 Note Warrants (and in each case, holders
of their underlying securities, as applicable) are entitled to registration rights pursuant to the Registration Rights Agreement, requiring
the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Class A Ordinary
Shares). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that
the Company register such securities. In addition, the holders have certain "piggyback" registration rights with respect
to registration statements filed subsequent to the consummation of a Business Combination and rights to require the Company to register
for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with
the filing of any such registration statements. On August 31, 2023, the Sponsor executed a joinder to the Registration Rights Agreement
in connection with the Sponsor Handover.

 Underwriting

 In
connection with the Initial Public Offering, the underwriters were granted a 45-day option from the date of the prospectus to purchase
up to 3,000,000 additional Units to cover over-allotments, if any. On November 30, 2021, the underwriters purchased an additional 1,240,488
Units pursuant to the partial exercise of the Over-Allotment Option. The Units issued upon the exercise of the Over-Allotment Option
were sold at an offering price of $ 10.00 per Unit, generating aggregate additional gross proceeds of $ 12,404,880 to the Company.

 The
underwriters of the Initial Public Offering were entitled to a cash underwriting discount of 2.00% of the gross proceeds of the Initial
Public Offering, or $4,000,000 (or $4,600,000 if the Over-Allotment Option was exercised in full). In addition, the underwriters were
entitled to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Initial Public Offering, or $7,000,000 (or
$8,050,000 if the Over-Allotment Option was exercised in full).

 On
August 11, 2023 and August 14, 2023, the Company received formal confirmations from Citigroup Global Markets Inc. and J.P. Morgan Securities
LLC of their decisions to waive any entitlement they may have to their deferred underwriting fees payable held in the Trust Account with
respect to any Business Combination. Out of the release of $ 7,434,171 deferred underwriting fees, $ 7,187,357 was charged against accumulated
deficit in the accompanying balance sheets as of December 31, 2023 and $ 246,814 is reflected as a gain on settlement of deferred underwriting
fees in the accompanying statements of operations.

Advisory Agreements

 The
Company entered into two financial advisory agreements in September and December 2022, respectively, with financial advisors in connection
with the Business Combinations. The Company agreed to pay success fees for signed letters of intent and any successful acquisition. Success
fees ranged from $ 50,000 to $ 1,250,000. The Company agreed to also reimburse the financial advisors for all reasonable and documented
expenses, subject to limitations and prior written consent of the Company. Both agreements were terminated in August 2023, and no expense
was outstanding as of December 31, 2024 or 2023.

 Non-Redemption
Agreements

October 9, 2023 and October 19, 2023, the Company entered into agreements with the Sponsor and unaffiliated third-party investors in
exchange for such investors agreeing not to redeem an aggregate of 4,998,734 Public Shares in connection with the vote to approve the
Charter Amendment Proposals at the 2023 EGM (the "2023 Non-Redemption Agreements"). In exchange for these commitments not
to redeem such Public Shares, the Sponsor agreed to transfer to such investors an aggregate of 749,810 Founder Shares held by the Sponsor
promptly following the closing of the Business Combination (but no later than two business days after the satisfaction of the requisite
conditions to such transfer). The Company estimated the aggregate fair value of the 749,810 Class B Ordinary Shares attributable to such
investors to be $ 3,444,008 or on a weighted average of $ 4.59 per share, as of October 19, 2023, which is estimated by taking into considerations
the estimated probability of the consummation of a Business Combination, estimated concessions and estimated cost of carrying charges
to eliminate the investor's exposure to changes in the price of their Class B Ordinary Shares. The fair value of the Class B Ordinary
Shares was determined to be an expense in accordance with SAB 5T.

 F- 19

 NOTES

July 15, 2024 and July 18, 2024, the Company entered into agreements with the Sponsor and unaffiliated third-party investors (the "2024
Non-Redemption Agreements") in exchange for such investors agreeing not to redeem an aggregate of 2,475,000 Public Shares in connection
with the vote to approve the 2024 Extension Amendment Proposal at the 2024 EGM. In exchange for these commitments not to redeem such
Public Shares, the Sponsor agreed to transfer to such investors an aggregate of (i) 412,498 Founder Shares for the first five (5) months
of the extension of the Combination Period from July 19, 2024 to December 19, 2024 and (ii) 82,498 Founder Shares per month, for each
month of the extension of the Combination Period from December 19, 2024 until April 19, 2025, as needed. The Founder Shares to be transferred
to such investors pursuant to the 2024 Non-Redemption Agreements are held by the Sponsor and are to be transferred in connection with
the closing of the Business Combination. In connection with its entry into the 2024 Non-Redemption Agreements, the Company agreed that,
in the event of the liquidation of the Trust Account, it will only utilize up to $ 50,000 of funds from the accrued interest of the Trust
Account to pay any dissolution expenses if it does not effect a Business Combination prior to the end of the Combination Period. As of
July 15, 2024, the Company estimated the aggregate fair value of these 742,490 Founder Shares at $ 4,076,270, or approximately $ 5.49 per
share on a weighted-average basis. As of December 31, 2024, the Company estimated the aggregate fair value of these 742,490 Founder Shares
at $ 4,028,008, or approximately $ 5.43 per share on a weighted-average basis. The Company considered the estimated probability of the
consummation of a Business Combination, estimated concessions and estimated cost of carrying charges to eliminate the investor's
exposure to changes in the price of their Class B Ordinary Shares. The fair value of the Class B Ordinary Shares was determined to be
an expense in accordance with SAB 5T and classified as a liability due to the variability in the number of Founder Shares to be transferred,
depending on the timing of the Business Combination.

 NOTE
7 – DERIVATIVE WARRANT LIABILITIES

 The
Company issued 11,912,228 Warrants in connection with the Initial Public Offering and partial exercise of the Over-Allotment Option (including
 6,666,667 Public Warrants and 4,666,667 Private Placement Warrants at the time of Initial Public Offering, and additional 413,496 Public
Warrants and 165,398 Private Placement Warrants at the time of the partial exercise of the Over-Allotment Option) in accordance with
the guidance contained in ASC 815-40. Such guidance provides that because the Warrants do not meet the criteria for equity treatment
thereunder, each Warrant was recorded as a liability. Accordingly, the Company has classified each Warrant as a liability at its fair
value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the Warrant liability will
be adjusted to fair value, with the change in fair value recognized in the Company's statements of operations.

 Public
Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants.
The Public Warrants will become exercisable 30 days after the consummation of a Business Combination. The Public Warrants will expire
 five years from the consummation of a 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 Public Warrant and will have no obligation
to settle such Public Warrant exercise unless a registration statement under the Securities Act covering the issuance of the Class A
Ordinary Shares issuable upon exercise of the Public Warrants is then effective and a prospectus relating thereto is current, subject
to the Company satisfying its obligations with respect to registration. No Public Warrant will be exercisable for cash or on a cashless
basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Public Warrants, unless the issuance
of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption
from registration is available.

 The
Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,
it will use its commercially reasonable efforts to file with the SEC a post-effective amendment to the IPO Registration Statement or
a new registration statement covering the registration, under the Securities Act of the Class A Ordinary Shares issuable upon exercise
of the Public Warrants. The Company will use its commercially reasonable efforts to cause such registration statement to become effective
and to maintain a current prospectus relating to those Class A Ordinary Shares until the Warrants expire or are redeemed, as specified
in the warrant agreement, dated October 14, 2021, that we entered into with Continental, as warrant agent (the "Warrant Agreement").
If a registration statement covering the Class A Ordinary Shares issuable upon exercise of the Warrants is not effective by the 60th
business day after the closing of a Business Combination, warrant holders may, until such time as there is an effective registration
statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants
on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption.

 Redemption
of Warrants when the price per Class A Ordinary Share equals or exceeds $ 18.00. Once the Warrants become exercisable, the Company may
redeem the Warrants for redemption:

 in
 whole and not in part;

 at
 a price of $ 0.01 per Public Warrant;

 upon
 a minimum of 30 days' prior written notice of redemption, which is referred to as the 30-day redemption period; 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 the Company sends the notice of redemption to the warrant holders (the "Reference
 Value").

 F- 20

 NOTES

 The
Company will not redeem the Warrants as described above unless an effective registration statement under the Securities Act covering
the issuance of the Class A Ordinary Shares issuable upon exercise of the Warrants is then effective and a current prospectus relating
to those Class A Ordinary Shares is available throughout the 30-day redemption period. If and when the Warrants become redeemable by
the Company, the Company may exercise its redemption right even if the Company is unable to register or qualify the underlying securities
for sale under all applicable state securities laws.

 Redemption
of Warrants when the price per Class A Ordinary Shares share equals or exceeds $ 10.00. Once the Warrants become exercisable, the Company
may redeem the Warrants for redemption:

 in
 whole and not in part;

 at
 $ 0.10 per Warrant upon a minimum of 30 days' prior written notice of redemption, provided that holders will be able to exercise
 their warrants on a cashless basis prior to redemption and receive the number of shares determined by reference to the table set
 forth under "Description of Securities - Warrants - Public Shareholders' Warrants" in the IPO Registration Statement
 based on the redemption date and the "fair market value" of the Class A Ordinary Shares;

 if,
 and only if, the Reference Value equals or exceeds $ 10.00 per share (as adjusted for share sub-divisions, share capitalizations,
 reorganizations, recapitalizations and the like); and

 if
 the Reference Value is less than $ 18.00 per share (as adjusted for share sub-divisions, share capitalizations, reorganizations, recapitalizations
 and the like), the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described
 herein with respect to a holder's ability to cashless exercise its warrants) as the outstanding Public Warrants, as described
 above.

 If
and when the Public Warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares
of ordinary shares upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws
or the Company is unable to effect such registration or qualification.

 The
exercise price and number of Class A Ordinary Shares issuable upon exercise of the Warrants may be adjusted in certain circumstances
including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will
the Company be required to net cash settle the Public Warrants. If the Company is unable to complete a Business Combination within the
Combination Period and the Company liquidates the funds held in the Trust Account, holders of Warrants will not receive any of such funds
with respect to their Warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account
with the respect to such Warrants. Accordingly, the Warrants may expire worthless. If the Company calls the Public Warrants for redemption,
Management will have the option to require all holders that wish to exercise the Public Warrants to do so on a "cashless basis,"
as described in the Warrant Agreement. The exercise price and number of Ordinary Shares issuable upon exercise of the Public Warrants
may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization,
merger or consolidation.

 In
addition, if (i) the Company issues additional Class A Ordinary Shares or equity-linked securities for capital raising purposes in connection
with the closing of its initial Business Combination at an issue price or effective issue price of less than $ 9.20 per share of Class
A Ordinary Shares (with such issue price or effective issue price to be determined in good faith by the Board of Directors and, in the
case of any such issuance to the Sponsors or its affiliates, without taking into account any Founder Shares held by the Sponsors or such
affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"), (ii) the aggregate gross proceeds from such
issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial Business
Combination on the date of the consummation of such initial Business Combination (net of redemptions), and (iii) the volume weighted
average trading price of the Ordinary Shares during the 20 trading day period starting on the trading day prior to the day on which the
Company consummates its initial Business Combination (such price, the "Market Value") is below $9.20 per share, the exercise
price of the Warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued
Price and the $18.00 per share redemption trigger price described above will be adjusted (to the nearest cent) to be equal to 180% of
the greater of the Market Value and the Newly Issued Price.

 F- 21

 NOTES

 The
Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, except that
the Private Placement Warrants are not and the Ordinary Shares issuable upon the exercise of the Private Placement Warrants are not transferable,
assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally,
the Private Placement Warrants are exercisable on a cashless basis and are non-redeemable so long as they are held by the initial purchasers
or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or their permitted
transferees, the Private Placement Warrants are redeemable by the Company and exercisable by such holders on the same basis as the Public
Warrants.

 NOTE
8 - CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

 The
Class A Ordinary Shares feature certain redemption rights that are considered to be outside of the Company's control and subject
to the occurrence of future events. The Company is authorized to issue 200,000,000 Class A Ordinary Shares with a par value of $ 0.0001
per share. Holders of the Class A Ordinary Shares are entitled to one vote for each share. As of December 31, 2024 and 2023, there were
 5,681,485 and 5,794,628 Class A Ordinary Shares outstanding, respectively, of which 2,481,485 and 5,194,628, respectively, were subject
to possible redemption and classified outside of permanent equity in the Company's balance sheets.

 The
reconciliation of Class A Ordinary Shares subject to possible redemption is as follows.

 SCHEDULE OF CLASS A ORDINARY SHARES SUBJECT TO POSSIBLE REDEMPTION

 Class A Ordinary Shares subject to possible redemption at December 31, 2022

 $
 215,521,445

 Plus:

 Accretion of Class A Ordinary Shares to redemption value

 1,726,802

 Waiver of Class A Ordinary Shares issuance costs

 7,187,357

 Less:

 Redemption of Class A Ordinary Shares

 ( 169,088,048
)

 Class A Ordinary Shares subject to possible redemption at December 31, 2023

 55,347,556

 Plus:

 Accretion of Class A Ordinary Shares to redemption value

 1,928,109

 Less:

 Redemption of Class A Ordinary Shares

 ( 29,638,365
)

 Class A Ordinary Shares subject to possible redemption at December 31, 2024

 $
 27,637,300

 NOTE
9 – SHAREHOLDERS' DEFICIT

 Preference

 The
Company is authorized to issue 1,000,000 preference shares with $ 0.0001 par value. As of December 31, 2024 and 2023, there were no preference
shares issued or outstanding.

 Class
A Ordinary Shares

 The
Company is authorized to issue up to 200,000,000 Class A Ordinary Shares, $ 0.0001 par value per share. Holders of the Class A Ordinary
Shares are entitled to one vote for each share. As of December 31, 2024 and 2023, there were 5,681,485 and 5,794,628 Class A Ordinary
Shares issued and outstanding, respectively. Of the outstanding Class A Ordinary Shares, 2,481,485 and 5,194,628 were subject to possible
redemption at December 31, 2024 and 2023, and therefore classified outside of permanent equity.

 Class
B Ordinary Shares

 The
Company is authorized to issue up to 20,000,000 Class B Ordinary Shares, $ 0.0001 par value per share. Holders of the Class B Ordinary
Shares are entitled to one vote for each share. At December 31, 2024 and 2023, there were 2,110,122 and 4,710,122 Class B Ordinary Shares
issued and outstanding, respectively. The Company originally issued 5,750,000 Class B Ordinary Shares, and 439,878 Class B Ordinary Shares
were forfeited in the partial exercise of the Over-Allotment Option. On October 19, 2023, following approval by the Company's shareholders
of the Founder Share Amendment Proposal at the 2023 EGM, the Sponsors converted an aggregate of 600,000 Class B Ordinary Shares on a
one-for-one basis into Class A Ordinary Shares in the 2023 Founder Share Conversion. As of December 31, 2023, pursuant to the 2023 Non-Redemption
Agreements, the Sponsor agreed to transfer 749,810 Class B Ordinary Shares to certain investors on or promptly after the consummation
of the Business Combination. On July 15, 2024, the Sponsors converted an aggregate of 2,600,000 Class B Ordinary Shares on a one-for-one
basis into Class A Ordinary Shares in the 2024 Founder Share Conversion. As of December 31, 2024, pursuant to the 2024 Non-Redemption
Agreements, the Sponsor agreed to transfer 83,332 Class B Ordinary Shares to certain investors on or promptly after the consummation
of the Business Combination.

 F- 22

 The
Class B Ordinary Shares may be converted into Class A Ordinary Shares on a one-for-one basis at any time and from time to time prior
to the closing of a Business Combination at the election of the holders and will be automatically converted into Class A Ordinary Shares
at the time of the Business Combination on a one-for-one basis, subject to adjustment for share splits, share dividends, reorganizations,
recapitalizations and the like. In the case that additional Class A Ordinary Shares, or equity linked securities, are issued or deemed
issued in excess of the amounts offered in the Initial Public Offering and related to the closing of a Business Combination, the ratio
at which Class B Ordinary Shares shall convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the
outstanding Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) 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, 20 % of the sum of the total number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering plus
all Class A Ordinary Shares and equity linked securities issued or deemed issued in connection with a Business Combination (excluding
any shares or equity linked securities issued, or to be issued, to any seller in a Business Combination, and any 2021 Note Warrants or
2024 Note Warrants). Holders of Founder Shares may also elect to convert their Class B Ordinary Shares into an equal number of Class
A Ordinary Shares, subject to adjustment as provided above, at any time.

 The
Company may issue additional ordinary or preference shares to complete its Business Combination or under an employee incentive plan after
completion of its Business Combination.

 NOTE
10 - 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 December 31, 2023, and indicates the fair value hierarchy of the valuation inputs the Company utilized
to determine such fair value:

 SCHEDULE
OF ASSETS MEASURED AT FAIR VALUE ON A RECURRING BASIS

 Description

 Level

 Level

 Liabilities:

 Private Placement Warrants (1)

 Level 2

 $
 48,321

 Level 2

 $
 238,704

 Public Warrants (1)

 Level 2

 $
 70,802

 Level 2

 $
 349,760

 Non-redemption Liability (1)

 Level 3

 $
 4,028,008

 N/A

 $
 -

 Polar Capital Investment Payable

 Level 3

 $
 227,273

 Level 3

 $
 90,909

 (1)

 Measured
 at fair value on a recurring basis.

 Warrants

 The
Warrants are accounted for as liabilities pursuant to ASC 815-40 and are measured at fair value as of each reporting date. Changes in
the fair value of the Warrants are recorded in the accompanying statements of operations at the end of each period. Transfers to/from
Levels 1, 2 and 3 are recognized at the beginning of the reporting period in which a change in valuation technique or methodology occurs.
The Warrants are accounted for as liabilities in accordance with ASC 815-40, and are presented within warrant liabilities on the accompanying
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 liabilities in the accompanying statements of operations.

 Upon
consummation of the Initial Public Offering on October 19, 2021, the Warrants were classified as Level 3 due to unobservable inputs used
in the initial valuation. On December 9, 2021, the Public Warrants surpassed the 52-day threshold waiting period to be publicly traded
in accordance with the IPO Registration Statement. Once publicly traded, the observable input qualifies the liability for treatment as
a Level 1 liability. The estimated fair value of the Public Warrants was transferred from a Level 1 measurement to a Level 2 measurement
due to lack of trading activity as of December 31, 2023. As the transfer of Private Placement Warrants to anyone
outside of a small group of individuals who are permitted transferees would result in the Private Placement Warrants having substantially
the same terms as the Public Warrants, the Company determined that the fair value of each Private Placement Warrant is equivalent to
that of each Public Warrant, with an insignificant adjustment for short-term marketability restrictions. As such, the Private Placement
Warrants were classified as Level 2 as it references the price of Public Warrants.

 The
following table presents the changes in the fair value of warrant liabilities:

 SCHEDULE
OF CHANGES IN FAIR VALUE OF WARRANT LIABILITIES

 Private Placement

 Public

 Warrant Liabilities

 Fair value as of December 31, 2023

 $
 238,704

 $
 349,760

 $
 588,464

 Change in fair value (1)

 ( 190,383
)

 ( 278,958
)

 ( 469,341
)

 Fair value as of December 31, 2024

 $
 48,321

 $
 70,802

 $
 119,123

 (1)

 Changes
 in fair value are recognized in changes in fair value of warrant liabilities in the accompanying statements of operations.

 F- 23

 NOTES

 NOTE
11 - 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 CODM has been identified as the Chief Executive Officer, 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.

 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 statement of operations as net income or loss. The measure of segment assets is reported on the balance sheet 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:

 SCHEDULE
OF SEGMENT ASSETS

 Cash

 $
 27,720

 $
 44,046

 Cash held in Trust Account

 $
 27,637,300

 $
 55,347,556

 For the Year Ended December 31, 2024

 For the Year Ended December 31, 2023

 Operating expenses

 $
 1,794,928

 $
 1,926,567

 Interest earned on marketable securities held in Trust Account

 $
 1,928,109

 $
 8,914,159

 The
CODM reviews interest earned on the Trust Account to measure and monitor shareholder value and determine the most effective strategy
of investment with the Trust Account funds while maintaining compliance with the Trust Agreement.

 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 statement 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 statement of operations and described within their respective
disclosures.

 NOTE
12 - SUBSEQUENT EVENTS

 The
Company evaluated events that have occurred after the balance sheet date up through the date the accompanying financial statements were
issued. Based upon the review, Management did not identify any other subsequent events, that would have required adjustment or disclosure
in the accompanying financial statements, except as follows:

 Through
the date of this filing, the Company has drawn an additional $ 266,019
on the 2024 Promissory Note. The total aggregate
outstanding balance on the 2024 Promissory Note $ 1,381,019.

 On
March 5, 2025, Nasdaq filed a Form 25-NSE to delist the Company's securities from Nasdaq.

 On
March 13, 2025, the Company filed a preliminary proxy statement in connection with an upcoming extraordinary general meeting in lieu
of an annual general meeting of its shareholders to, among other things, seek (i) an extension of the Combination Period from April 19,
2025 to April 20, 2026 and (ii) to eliminate from the Amended and Restated Charter the limitation that the Company may not redeem Public
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 Exchange Act) of less than $ 5,000,001.

 F- 24

 EXHIBIT

 Exhibit

 No.

 Description

 1.1

 Underwriting Agreement, dated October 14, 2021, by and among the Company, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as representatives of the several underwriters. (2)

 2.1

 Business Combination Agreement, dated as of September 5, 2024, by and among the Company, the Purchaser Representative, EEW, the Seller Representative, the shareholders of EEW named therein, and upon execution of a joinder, the other parties thereto. (10)

 3.1

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

 3.2

 Amendment to Amended and Restated Memorandum and Articles of Association. (6)

 3.3

 Second Amendment to Amended and Restated Memorandum and Articles of Association. (9)

 4.1

 Specimen Unit Certificate. (1)

 4.2

 Specimen Class A Ordinary Share Certificate. (1)

 4.3

 Specimen Warrant Certificate. (1)

 4.4

 Warrant Agreement, dated October 14, 2021, by and between the Company and Continental, as warrant agent. (2)

 4.5

 Description of Registered Securities. (7)

 10.1

 Promissory Note, dated March 9, 2021, issued to an affiliate of the Legacy Sponsor. (1)

 10.2

 Securities Purchase Agreement, dated as of March 9, 2021, by and between the Company and an affiliate of the Legacy Sponsor. (1)

 10.3

 Letter Agreement, dated October 14, 2021, by and among the Company and its Prior Officers and Prior Directors and the Legacy Sponsor. (2)

 10.4

 Investment Management Trust Agreement, dated October 14, 2021, by and between the Company and Continental, as trustee. (2)

 10.5

 Registration Rights Agreement, dated October 14, 2021, by and between the Company and certain security holders. (2)

 10.6

 Private Placement Warrants Purchase Agreement, dated October 14, 2021, by and between the Company and the Sponsor. (2)

 10.7

 Administrative Services Agreement, dated October 14, 2021, by and between the Company and the Sponsor. (2)

 10.8

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Deborah Hopkins. (2)

 10.9

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Burhan Jaffer. (2)

 10.10

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Bill Owens. (2)

 10.11

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Amit Airen. (2)

 10.12

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Abidali Neemuchwala. (2)

 10.13

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Vikram S. Pandit. (2)

 10.14

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Steven Freiberg. (2)

 10.15

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Satish Gupta. (2)

 10.16

 Indemnity Agreement, dated October 14, 2021, by and between the Company and Jon Zieger. (2)

 10.17

 Promissory Note, dated as of December 30, 2021, issued to YAS International, LLC (d/b/a Gupta Capital Group). (3)

 10.18

 Amendment to Letter Agreement, dated as of August 31, 2023, by and among the Company, the Sponsors and the individuals party thereto. (4)

 10.19

 Indemnity Agreement, dated August 31, 2023, by and between the Company and Thomas D. Hennesey. (7)

 10.20

 Indemnity Agreement, dated August 31, 2023, by and between the Company and Nick Geeza. (7)

 10.21

 Indemnity Agreement, dated August 31, 2023, by and between the Company and Daniel J. Hennessy. (7)

 10.22

 Indemnity Agreement, dated August 31, 2023, by and between the Company and Joseph Beck. (7)

 10.23

 Indemnity Agreement, dated August 31, 2023, by and between the Company and Anna Brunelle. (7)

 10.24

 Indemnity Agreement, dated August 31, 2023, by and between the Company and Kirk Hovde. (7)

 10.25

 Indemnity Agreement, dated August 31, 2023, by and between the Company and Matt Schindel. (7)

 10.26

 Subscription Agreement, dated as of September 6, 2023, by and among the Company, the Sponsor and Polar. (7)

 10.27

 Form of 2023 Non-Redemption Agreement. (5)

 10.28

 Joinder to Letter Agreement, dated as of March 29, 2024, by and among the Company and its officers and directors. (7)

 10.29

 Form of 2024 Non-Redemption Agreement. (8)

 10.30

 Form of Lock-Up Agreement, dated as of September 5, 2024, by and among the Company, the Purchaser Representative, the shareholder signatory thereto and Pubco (upon execution of a joinder). (10)

 10.31

 Insider Letter Amendment, dated as of September 5, 2024, by and among the Company, the Sponsors, the other undersigned signatories thereto and Pubco (upon execution of a joinder thereto). (10)

 30.32

 Sponsor Agreement, dated as of September 5, 2024, by and among the Company, the Sponsor, EEW and Pubco (upon execution of a joinder thereto). (10)

 10.33

 Form of Non-Competition Agreement, dated as of September 5, 2024, by and among the Company, EEW, Pubco (upon execution of a joinder), and the shareholder and/or executive officer of EEW signatory thereto. (10)

 10.34

 Promissory Note, dated as of November 21, 2024, issued to the Sponsor. (11)

 Code of Ethics. (7)

 Insider Trading Policies and Procedures, adopted October 14, 2021. (7)

 31.1

 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 31.2

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

 32.1

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

 32.2

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

 Policy Related to Recovery of Erroneously Awarded Compensation, adopted November 30, 2023. (7)

 99.1

 Audit Committee Charter. (7)

 99.2

 Compensation Committee Charter. (7)

 99.3

 Nominating and Corporate Governance Committee Charter. (7)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 *

 Filed
 herewith.

 **

 Furnished
 herewith.

 (1)

 by reference to the Company's Registration Statement on Form S-1 (File No. 333-259502), filed with the SEC on September 14,
 2021.

 (2)

 by reference to the Company's Current Report on Form 8-K, filed with the SEC on October 19, 2021.

 (3)

 by reference to the Company's Current Report on Form 8-K, filed with the SEC on January 5, 2022.

 (4)

 by reference to the Company's Current Report on Form 8-K, filed with the SEC on September 8, 2023.

 (5)

 by reference to the Company's Current Report on Form 8-K, filed with the SEC on October 10, 2023.

 (6)

 by reference to the Company's Current Report on Form 8-K, filed with the SEC on October 20, 2023.

 (7)

 by reference to the Company's Annual Report on Form 10-K, filed with the SEC on April 1, 2024.

 (8)

 by reference to the Company's Current Report on Form 8-K, filed with the SEC on July 10, 2024.

 (9)

 by reference to the Company's Current Report on Form 8-K, filed with the SEC on July 24, 2024.

 (10)

 by reference to the Company's Current Report on Form 8-K, filed with the SEC on September 11, 2024.

 (11)

 by reference to the Company's Current Report on Form 8-K, filed with the SEC on November 21, 2024.

 SIGNATURES

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

 March

 Compass
 Digital Acquisition Corp.

 By:

 /s/
 Thomas D. Hennessy

 Name:

 Thomas
 D. Hennessy

 Title:

 Chief
 Executive Officer

 (Principal Executive Officer)

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

 Name

 Position

 Date

 /s/
 Thomas D. Hennessy

 Chief
 Executive Officer and Director

 March

 Thomas
 D. Hennessy

 (Principal
 Executive Officer)

 /s/
 Nick Geeza

 Chief
 Financial Officer

 March

 Nick
 Geeza

 (Principal
 Financial and Accounting Officer)

 /s/
 Daniel J. Hennessy

 Chairman
 of the Board

 March

 Daniel
 J. Hennessy

 /s/
 Joseph Beck

 March

 Joseph
 Beck

 /s/
 Anna Brunelle

 March

 Anna
 Brunelle

 /s/
 Kirk Hovde

 March

 Kirk
 Hovde

 /s/
 Matt Schindel

 March

 Matt
 Schindel