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 UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

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

 For the fiscal year ended December 31, 2024

 Or

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

 For the transition period from to

 Commission File No. 001-41022

 Rigel Resource Acquisition Corp

 (Exact name of registrant as specified in its charter)

 Cayman Islands

 98-1594226

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification No.)

 7 Bryant Park
 1045 Avenue of the Americas, Floor 25
 New York, NY

 10018

 (Address of Principal Executive Offices)

 (Zip Code)

 ( 646) 453-2672 (Registrant's telephone number, including area code)

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

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

 None

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

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

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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

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

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

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

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

 The aggregate market value of the Registrant's Class A ordinary shares outstanding, other than shares held by persons who may be
 deemed affiliates of the Registrant, computed as of June 30, 2024 (the last business day of the Registrant's most recently completed second fiscal quarter), was $ 250,000,483.

 As of March 21, 2025, there were 7,129,558 of the Registrant's Class A ordinary shares, par value $0.0001 per share, and 7,500,000 of the Registrant's Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

 Rigel Resource Acquisition Corp

 FORM 10-K

 Page

 PART I.

 Item 1.

 Business.

 Item 1.A.

 Risk Factors.

 Item 1.B.

 Unresolved Staff Comments.

 Item 1.C.

 Cybersecurity.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 PART II.

 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 7.A.

 Quantitative and Qualitative Disclosure About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

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

 Item 9.A.

 Controls and Procedures.

 Item 9.B.

 Other Information.

 Item 9.C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.

 PART III.

 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.

 PART IV.

 Item 15.

 Exhibits, Financial Statement Schedules.

 Item 16.

 Form 10-K Summary.

 i

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

 This Annual Report on Form 10-K (this "Annual Report") contains statements that are forward-looking and as such are not historical facts.
 This includes, without limitation, statements under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding our financial position, business strategy and the plans and objectives
 of management for future operations. Our forward-looking statements include, but are not limited to, statements regarding
 our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future, including
 with respect to our recently announced proposed Business Combination with Blyvoor Gold Resources Proprietary Limited, a South African private limited liability
 company ("Blyvoor Resources"). These statements constitute projections, forecasts and forward-looking statements
 within the meaning of the Private Securities Litigation Reform Act of 1995. The words
 "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence
 of these words does not mean that a statement is not forward-looking.

 The forward-looking statements contained in this Annual Report are based on our current
 expectations and beliefs concerning future developments and their potential effects
 on us. There can be no assurance that future developments affecting us will be those
 that we have anticipated. These forward-looking statements involve a number of risks,
 uncertainties (some of which are beyond our control) or other assumptions that may
 cause actual results or performance to be materially different from those expressed
 or implied by these forward-looking statements. These risks and uncertainties include,
 but are not limited to, the following risks, uncertainties and other factors:

 our being a company with no operating history and no operating
revenues;

 our ability to select an appropriate target business or businesses;

 our ability to complete our initial Business Combination (as
defined below);

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

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

 our directors and officers allocating their time to other businesses
and potentially having conflicts of interest with our business or in approving our initial Business Combination;

 the proceeds of our forward purchase Units being available to
us;

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

 our pool of prospective target businesses and the technology
industries;

 our ability to consummate an initial Business Combination due to the uncertainty resulting from events (such as terrorist attacks, natural disasters, global hostilities or a significant outbreak of other infectious diseases);

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

 our public securities' potential liquidity and trading;

 ii

 the lack of a market for our securities;

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

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

 our financial performance;

 the classification of our warrants as derivative liabilities;
and

 the other risks and uncertainties discussed in "Item 1.A. Risk Factors," elsewhere in this Annual Report and in our other filings with the Securities and Exchange Commission (the "SEC"), including in our Registration Statement on Form F-4 filed with the SEC on January 15, 2025 relating to our proposed Business Combination with Blyvoor Resources (the "Blyvoor Disclosure Statement").

 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.

 iii

 PART I.

 References in this Annual Report to "we," "us," "our" or the "Company" are to Rigel Resource Acquisition Corp, a blank check company incorporated as a Cayman
 Islands exempted company. References to our "management" or our "management team" refer to our officers and directors, and references to the "Sponsor" refer to Rigel Resource Acquisition Holding LLC, a Cayman Islands limited liability
 company. References to our "initial shareholders" refer to our Sponsor and other holders of our Founder Shares prior to our Initial
 Public Offering.

 Item 1. Business.

 Overview

 We are led by Oskar Lewnowski, our Chairman of the Board of Directors; Jonathan Lamb,
 our Chief Executive Officer; Nathanael Abebe, our President; and Jeff Feeley, our
 Chief Financial Officer. Our leadership team has extensive experience and expertise
 that we believe is relevant to our business strategy. This experience includes a significant
 track record of successfully identifying, investing in, and operating businesses across
 the metals and mining sector. Orion Resource Partners (USA) LP ("Orion" or "Orion Resource Partners"), an affiliate of our Sponsor, has extensive experience in identifying and executing
 project financings and acquisitions across the global metals value chain, and has
 extensive experience in managing a portfolio of metals and mining assets. We believe
 that we are well positioned to identify attractive risk-adjusted returns in the marketplace
 and that the industry reach of the Orion platform which includes our contacts and
 transaction sources, ranging from industry executives, private owners, private equity
 funds and investment bankers, will enable us to pursue a broad range of opportunities.

 We were incorporated on April 6, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger,
 share exchange, asset acquisition, share purchase, reorganization or similar business
 combination with one or more businesses (the "Business Combination"). We intend to pursue an initial Business Combination with a target in the global
 mining industry, including operators of mines and providers of ancillary services,
 subject to certain limitations. This may include "green" and/or battery metals and industrial minerals mining operators, and ancillary service
 providers delivering innovative mineral processing technologies, or battery material
 technologies. Our Sponsor is Rigel Resource Acquisition Holding LLC, a Cayman Islands
 limited liability company.

 On November 9, 2021, we consummated our initial public offering (the "Initial Public Offering") of 30,000,000 units ("Units" and, with respect to the ordinary shares included in the Units which were offered,
 the "Public Shares"), including the issuance of 2,500,000 Units as a result of the underwriter's partial exercise of its over-allotment option, generating gross proceeds of $300,000,000.

 Substantially concurrently with the closing of the Initial Public Offering, we consummated
 the private sale (the "Private Placement") of an aggregate of 14,000,000 warrants (each, a "Private Placement Warrant" and collectively, the "Private Placement Warrants") to our Sponsor, Orion Mine Finance GP III LP (an affiliate of the Sponsor) and certain
 directors and officers of the Company at a purchase price of $1.00 per Private Placement
 Warrant, generating gross proceeds to us in the amount of $14,000,000.

 Upon the closing of the Initial Public Offering on November 9, 2021, an amount of $306,000,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement was
 placed in a trust account ("Trust Account") which may be invested in U.S. government securities, within the meaning set forth
 in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less or in any open-ended investment company that
 holds itself out as a money market fund selected by us meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by us, until the earlier of: (i)
 the consummation of a Business Combination or (ii) the distribution of the Trust Account,
 as described below. On August 10, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee
 with respect to the Trust Account, to liquidate the U.S. government treasury obligations
 or money market funds held in the Trust Account and thereafter to hold all funds in
 the Trust Account in an interest bearing demand deposit account at a bank until the
 earlier of the consummation of the Company's initial Business Combination or the liquidation of the Company.

 Our management has broad discretion with respect to the specific application of the
 net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,
 although substantially all of the net proceeds are intended to be applied generally
 toward consummating our initial Business Combination. There is no assurance that we
 will be able to complete a Business Combination successfully. We must complete one
 or more initial Business Combinations with one or more operating businesses or assets
 with a fair market value equal to at least 80% of the value of the net assets held
 in the Trust Account (excluding the deferred underwriting commissions). We will only
 complete a Business Combination if the post transaction company owns or acquires 50%
 or more of the outstanding voting securities of the target or otherwise acquires a
 controlling interest in the target business sufficient for it not to be required to
 register as an investment company under the Investment Company Act.

 We intend to effectuate our initial Business Combination using cash from the proceeds
 of the Initial Public Offering and the sale of the Private Placement Warrants and
 the forward purchase securities, our shares, debt or a combination of these as the
 consideration to be paid in our initial Business Combination. We will not generate
 any operating revenues until after the completion an 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. Based on our business
 activities, we are a "shell company" as defined under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), because we have no operations and nominal assets consisting almost entirely of
 cash.

 We will provide the holders of the outstanding Public Shares (the "Public Shareholders") with the opportunity to redeem all or a portion of their Public Shares either (i)
 in connection with a general meeting called to approve the Business Combination or
 (ii) by means of a tender offer in connection with the Business Combination. The decision
 as to whether we will seek shareholder approval of our Business Combination or conduct
 a tender offer will be made by us. The Public Shareholders will be entitled to redeem
 their Public Shares for a pro rata portion of the amount then in the Trust Account
 (initially $10.20 per Public Share, and such amount will be increased by $0.10 per
 public share for any three-month extension of our time to consummate our initial Business
 Combination, as described herein, plus any pro rata interest then in the Trust Account).
 There will be no redemption rights upon the completion of a Business Combination with
 respect to our warrants. The Public Shares subject to redemption will be recorded
 at a redemption value and classified as temporary equity upon the completion of the
 Initial Public Offering in accordance with the Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity."

 If we are unable to complete a Business Combination
by May 9, 2025 (the "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 100% of the Public Shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned, if any (less up to $100,000
of interest to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely
extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if
any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining Public Shareholders
and our board of directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims
of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect
to our warrants, which will expire worthless if we fail to complete a Business Combination within the Combination Period.

 Combination Period Extensions

 As previously disclosed, on May 8, 2023, the Sponsor deposited an aggregate of $3,000,000 into the Trust Account in
 order to extend the period of time the Company has to consummate its initial Business
 Combination by three months, from May 9, 2023 to August 9, 2023 (the "Initial Extension"). The Initial Extension was the first of up to two three-month extensions permitted under the Company's governing documents.

 On August 7, 2023, in connection with the Company's
extraordinary general meeting (the "Special Meeting"), the Company's shareholders approved: (1) a special resolution
to amend the Company's amended and restated memorandum and articles of association (the "Charter") to extend the date
by which the Company must either consummate an initial Business Combination or (i) cease its operations, except for the purpose of winding
up if it fails to complete an initial Business Combination and (ii) redeem all of the Class A ordinary shares (the "Public Shares")
included as part of the units sold in the Company's initial public offering, from August 9, 2023 to August 9, 2024 (the
"Extension Amendment"); and (2) a special resolution to amend the Charter to eliminate from the Charter the limitation that
the Company may not redeem Public Shares that would cause the Company's net tangible assets to be less than $5,000,001 following
such redemptions (the "Redemption Limitation") in order to allow the Company to redeem Public Shares irrespective of whether
such redemption would exceed the Redemption Limitation (the "Redemption Limitation Amendment" and, together with the Extension
Amendment, the "Charter Amendments"). The Charter Amendments became effective on August 8, 2023.

 On August 9, 2024, in connection with the
Company's extraordinary general meeting (the "2024 Special Meeting"), the Company's shareholders approved a special
resolution to amend the Company's Charter to extend the date by which the Company must either (1) consummate an initial Business
Combination or (2) (i) cease its operations, except for the purpose of winding up if it fails to complete an initial Business Combination,
and (ii) redeem all of the Public Shares, from August 9, 2024 to May 9, 2025 (the "2024 Extension Amendment").

 The 2024 Extension Amendment became effective on
August 9, 2024. The foregoing description of the 2024 Extension Amendment is qualified in its entirety by reference to the Amendment
to Amended and Restated Memorandum and Articles of Association, a copy of which is incorporated by reference in this Annual Report.

 For further information, please see Note 5 of the notes to the financial statements included in this Annual Report.

 Redemption of Class A Ordinary Shares

 In connection with the Charter Amendments, the
holders of 5,429,967 Rigel Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price
of approximately $10.73 per share, for an aggregate redemption amount of $58,279,780.

 In connection with the 2024 Extension Amendment,
the holders of 17,440,475 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price
of approximately $11.40 per share, for an aggregate redemption amount of $198,881,065, leaving approximately $81,301,345 in the Company's
trust account.

 In connection with the 2025 Extraordinary General
Meeting (as defined below), shareholders holding 6,369,522 Class A Ordinary Shares exercised their right to redeem such shares for a
pro rata portion of the funds in the Company's trust account upon the consummation of the business combination. The Company intends to consummate the Business Combination as soon as possible, subject to the satisfaction or waiver of all other closing
conditions, and may accept reversals of redemption requests prior to the closing of the Business Combination. In addition to the Available
Cash Condition (as defined in the Business Combination Agreement), the completion of the Business Combination is conditioned on the satisfaction
or waiver of certain other closing conditions that are not within Rigel's, Aurous Resources' or the Target Companies'
control, including, among other things, (i) receipt of approval for listing on the Nasdaq Stock Market LLC ("NASDAQ") of the
Aurous Resources ordinary shares and Aurous Resources public warrants to be issued in connection with the transactions contemplated by
the Business Combination Agreement and (ii) receipt of certain required regulatory approvals, including by the Financial Surveillance
Department of the South African Reserve Bank, that have yet to be obtained. The parties to the Business Combination Agreement may not
satisfy all of the conditions to the closing in the Business Combination Agreement and, accordingly, the transactions contemplated therein
may not be completed. If the closing conditions are not satisfied or waived, the Business Combination will not occur.

 For further information, please see Note 1 of the notes to the financial statements included in this Annual Report.

 Promissory Notes

 On May 18, 2022, the Company entered into a Convertible
Promissory Note (the "Working Capital Loan") with the Sponsor. Pursuant to the Working Capital Loan, the Sponsor has agreed
to loan to the Company up to $1,500,000 to be used for working capital purposes. Up to $1,500,000 of the loans may be settled in whole
warrants to purchase Class A ordinary shares of the Company at a conversion price equal to $1.00 per warrant. The loans will not bear
any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an
initial Business Combination pursuant to its amended and restated memorandum and articles of association (as amended from time to time)
and the consummation of the Company's initial Business Combination.

 Pursuant to the convertible promissory note dated as of May 8, 2023 (the "First Extension Loan"), the Sponsor advanced $3,000,000 in connection with the extension of the period
 of time the Company has to consummate its initial Business Combination from May 9, 2023 to August 9, 2023. Up to $3,000,000 of the loans under the First Extension Loan can be settled in whole
 warrants to purchase Class A ordinary shares at a conversion price equal to $1.00
 per warrant upon maturity or prepayment of the First Extension Loan. The loans under the First Extension Loan will not bear any interest and will be repayable
 by the Company to the Sponsor upon the earlier of the date by which the Company must
 complete an initial Business Combination and the consummation of the Company's initial Business Combination. The maturity date of the First Extension Loan may
 be accelerated upon the occurrence of an Event of Default (as defined therein). Any
 outstanding principal under the First Extension Loan may be prepaid at any time by
 the Company, at its election and without penalty.

 Pursuant to the convertible promissory note dated
as of August 9, 2023 (the "Second Extension Loan"), the Sponsor has agreed that it will contribute to the Company as a loan
(each loan being referred to herein as a "Contribution") the lesser of (A) $0.03 for each Public Share that was not redeemed
in connection with the Special Meeting and (B) $350,000, for each month (or a pro rata portion thereof if less than a month) until the
earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve an initial Business
Combination and (ii) August 9, 2024. The maximum aggregate amount of all Contributions will not exceed $4,200,000, and the Contributions
will be deposited into the trust account. Up to $1,500,000 of the Contributions can be settled in whole warrants to purchase Class A
ordinary shares of the Company at a conversion price equal to $1.00 per warrant. The Contributions will not bear any interest and will
be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial Business Combination
and the consummation of the Company's initial Business Combination. The maturity date of the Second Extension Loan may be accelerated
upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Second Extension Loan may be prepaid
at any time by the Company, at its election and without penalty.

 On December 28, 2023, the Company amended
and restated: (i) that the First Extension Loan and (ii) the Second Extension Loan (together with the First Extension Loan, the "Amended
and Restated Extension Loans") to add Orion Mine Finance GP III LP, a Cayman Islands limited partnership and an affiliate of the
Sponsor, as a payee (together with the Sponsor, the "Payees"). The Amended and Restated Extension Loans will be repayable
by the Company to the Payees on a pro rata basis based on the amount of the principal balance each Payee has advanced under the Amended
and Restated Extension Loans. The Amended and Restated Extension Loans do not otherwise materially modify the terms of the First Extension
Loan and the Second Extension Loan and are effective as of May 8, 2023 and August 9, 2023, respectively.

 On December 28, 2023, the Company entered into
a Promissory Note (the "December 2023 Working Capital Loan") with the Sponsor. Pursuant to the December 2023 Working Capital
Loan, the Sponsor has agreed to loan to the Company up to $1,500,000 to be used for working capital purposes. The loans will not bear
any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial
Business Combination pursuant to its amended Charter (as amended from time to time) and the consummation of the Company's initial
Business Combination.

into a Promissory Note (the "May 2024 Working Capital Loan") with the Sponsor. Pursuant to the May 2024 Working
Capital Loan, the Sponsor has agreed to loan to the Company up to $1,000,000 to be used for working capital purposes. The loans will not
bear any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete
an initial Business Combination pursuant to its amended Charter (as amended from time to time) and the consummation of the Company's
initial Business Combination.

 Pursuant to the Convertible Promissory Note dated
as of August 12, 2024 (the "Third Extension Loan"), the Sponsor and Orion GP have agreed that they will contribute to the
Company as a loan (each loan being referred to herein as a "Third Extension Loan Contribution") of $0.02 for each Public Share
that was not redeemed in connection with the 2024 Special Meeting for each month (or a pro rata portion thereof if less than a month)
until the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve an
initial Business Combination and (ii) May 9, 2025. The Third Extension Loan Contributions will be deposited into the Company's trust
account. Loans under the Third Extension Loan can be settled in whole warrants to purchase Class A Ordinary Shares of the Company at a
conversion price equal to $1.00 per warrant. The Third Extension Loan will not bear any interest and will be repayable by the Company
upon the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company's
initial Business Combination. The maturity date of the Third Extension Loan may be accelerated upon the occurrence of an Event of Default
(as defined therein). Any outstanding principal under the Third Extension Loan may be prepaid at any time by the Company, at its election
and without penalty.

Promissory Note (the "August 2024 Working Capital Loan") with the Sponsor. Pursuant to the August 2024 Working Capital Loan,
the Sponsor has agreed to loan to the Company up to $1,500,000 to be used for working capital purposes. The loans will not bear any
interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial
Business Combination pursuant to its amended Charter (as amended from time to time) and the consummation of the Company's initial
Business Combination.

 On December 23, 2024, the Company entered
into a Promissory Note (the "December 2024 Working Capital Loan") with the Sponsor. Pursuant to the December 2024 Working
Capital Loan, the Sponsor has agreed to loan the Company up to $1,750,000 to be used for working capital purposes. The loan will not
bear any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete
an initial business combination pursuant to its amended and restated memorandum and articles of association (as amended from time to
time) and the consummation of the Company's initial business combination.

 Proposed Blyvoor Business Combination

 Business Combination Agreement

 On March 11, 2024, the Company entered into a Business
Combination Agreement (the "Business Combination Agreement"), by and among the Company, Blyvoor Gold Resources Proprietary
Limited, a South African private limited liability company ("Blyvoor Resources"), Blyvoor Gold Operations Proprietary Limited,
a South African private limited liability company ("Tailings" and, together with Blyvoor Resources, the "Target Companies",
each a "Target Company"), RRAC NewCo, a Cayman Islands exempted company and wholly-owned subsidiary of the Company ("Newco"),
and RRAC Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of Newco ("Merger Sub"). Each of Newco
and Merger Sub is a newly formed entity that was formed for the sole purpose of entering into and consummating the transactions set forth
in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, Newco also entered into
an Exchange Agreement (the "Exchange Agreement"), by and among, Newco, Blyvoor Gold Proprietary Limited, a South African
private limited liability company ("Blyvoor Gold"), Orion Mine Finance Fund II LP, a Bermuda limited partnership ("Orion"
and, together with Blyvoor Gold, the "Sellers"), and the Target Companies. The Business Combination Agreement and the Exchange
Agreement were each subsequently amended by the parties thereto pursuant to an Omnibus Amendment, dated as of October 17, 2024, which
was further amended and restated on December 20, 2024. For additional information, see "— Related Agreements — Omnibus
Amendment to the Business Combination Agreement the Sponsor Support Agreement. "

 Pursuant to the terms, and subject to the conditions,
set forth in the Business Combination Agreement, the parties thereto will enter into a business combination transaction (the "Blyvoor
Business Combination" and, together with the other transactions contemplated by the Business Combination Agreement, the "Transactions"),
pursuant to which, among other things, (i) the Company will merge with and into Merger Sub (the "Merger"), with Merger Sub
being the surviving company, and (ii) Newco will acquire all of the outstanding equity interests of the Target Companies (the "Share
Exchange"). Following the Merger and the Share Exchange, each of the Target Companies and Merger Sub will be a wholly owned subsidiary
of Newco, and Newco will become a publicly traded company. At the closing of the Transactions (the "Closing"), Newco is expected
to change its name to Aurous Resources, and its ordinary shares, par value $0.0001 (the "Newco Ordinary Shares"), are expected
to be listed on the NASDAQ.

 Share Exchange

 The consideration to the holders of the Target Companies' outstanding equity interests at the Closing will consist of (a) 600,000 Newco Ordinary
 Shares to Blyvoor Gold in exchange for its shares of Tailings (the "Gold Tailings
 Consideration"), (b) 28,017,500 Newco Ordinary Shares to Blyvoor Gold in exchange
 for its shares of Blyvoor Resources (the "Gold Resources Consideration"), and (c)
 6,982,500 Newco Ordinary Shares to Orion in exchange for its shares of Blyvoor Resources
 (the "Orion Resources Consideration" and, together with the Gold Tailings Consideration
 and the Gold Resources Consideration, the "Exchange Consideration"). Pursuant to the
 Exchange Agreement, the Sellers have agreed, subject to customary exceptions, not
 to transfer any Newco Ordinary Shares received as Exchange Consideration until the
 6-month anniversary of the Closing.

 As additional consideration for its shares of Tailings, Blyvoor Gold will be entitled
 to receive, as promptly as practicable after the date that is 90 days following the
 Closing, a number of Newco Ordinary Shares equal to the product of (A) the quotient
 of (i) the aggregate amount of proceeds from the PIPE Investment (as defined in the
 Business Combination Agreement), divided by (ii) 100,000, multiplied by (B) 346.6666667.

 In addition to the foregoing, the Sellers shall have the contingent right to receive
 additional Newco Ordinary Shares, as described below, (the "Earnout Shares"), subject
 to the following milestone conditions (the "Milestone Conditions"):

 (i)

 If Net Cash Proceeds (as defined in the Business Combination Agreement) are equal
 to or greater than $33,000,000 as of immediately prior to Closing:

 a.

 the Sellers will be entitled to receive, upon the cumulative payable gold production
 of the Mine (as defined in the Business Combination Agreement) exceeding 55,000 ounces
 (the "First Base Case Milestone") for the 12-month period ending on the date that
 is the 18-month anniversary of the last day of the calendar month in which the Closing
 occurs (the "First Earnout Period"), 1,050,000 Newco Ordinary Shares; and

 b.

 the Sellers will be entitled to receive, upon the cumulative payable gold production
 of the Mine exceeding 95,000 ounces (the "Second Base Case Milestone") for the 12-month
 period ending on the date that is the 30-month anniversary of the last day of the
 calendar month in which the Closing occurs (the "Second Earnout Period" and together
 with the First Earnout Period, the "Earnout Periods"), 1,575,000 Newco Ordinary Shares;

 (ii)

 If Net Cash Proceeds are less than $33,000,000 as of immediately prior to Closing:

 a.

 the Sellers will be entitled to receive (such amount not to exceed 1,050,000 Newco
 Ordinary Shares), upon the cumulative payable gold production of the Mine for the
 First Earnout Period exceeding an amount, in ounces, equal to (but in no event to
 be less than 32,650 ounces) the product of (1) the First Base Case Milestone multiplied
 by (2) the sum of (x) one minus (y) the Adjustment Multiplier (as defined in the Business
 Combination Agreement), a number of Newco Ordinary Shares equal to (but in no event
 to exceed 1,050,000 Newco Ordinary Shares) the product of (I) 1,050,000 Newco Ordinary
 Shares multiplied by (II) the sum of (A) one minus (B) the product of (x) the Adjustment
 Multiplier multiplied by (y) 0.25 plus (C) the Share Consideration Multiplier (as
 defined in the Business Combination Agreement); and

 b.

 the Sellers will be entitled to receive (such amount not to exceed 1,575,000 Newco
 Ordinary Shares), upon the cumulative payable gold production of the Mine for the Second
 Earnout Period exceeding an amount, in ounces, equal to (but in no event to be less
 than 56,240 ounces) the product of (1) the Second Base Case Milestone multiplied by
 (2) the sum of (x) one minus (y) the Adjustment Multiplier, a number of Newco Ordinary
 Shares equal to (but in no event to exceed, in the aggregate with the First Earnout
 Share Consideration (as defined in the Business Combination Agreement), 2,625,000
 Newco Ordinary Shares) the product of (I) 1,575,000 Newco Ordinary Shares multiplied
 by (II) the sum of (A) one minus (B) the product of (x) the Adjustment Multiplier
 multiplied by (y) 0.25 plus (C) the Share Consideration Multiplier;

 The respective Milestone Conditions described above will be deemed to be achieved,
 and the respective Earnout Shares for the applicable Earnout Period(s) will be issued
 to the Sellers if, at any point prior to the end of the applicable Earnout Period(s),
 there is a sale, exchange or other transfer, directly or indirectly, in one transaction
 or a series of related transactions, of all or substantially all of the assets of
 the Target Companies or a merger, consolidation, recapitalization or other transaction
 in which any person other than Newco or any affiliate of Newco becomes the beneficial
 owner, directly or indirectly, of 50% or more of the combined voting power of all
 interests in the Target Companies, taken as a whole. Any Earnout Shares not properly
 earned by the end of the Earnout Periods shall no longer be issuable to Sellers and
 the obligations of Newco to issue such Earnout Shares shall be terminated.

 Effect of the Merger

 On the terms, and subject to the conditions, set forth in the Business Combination
 Agreement, at the effective time of the Merger (the "Merger Effective Time"), by virtue
 of the Merger:

 (i)

 each Class A ordinary share of the Company (a "Rigel Class A Ordinary Share") issued
 and outstanding immediately prior to the Merger Effective Time (other than shares
 to be cancelled in accordance with the Business Combination Agreement and any Redemption
 Shares (as defined below)) will be automatically cancelled and converted into the
 right to receive (A) cash consideration in an amount per share equal to the cash value
 per share as of the Closing date to be received in respect of a Rigel Class A Ordinary
 Share redeemed in the Rigel Stockholder Redemption (as defined below) minus $10.00
 (the "Cash Consideration") and (B) one Newco Ordinary Share (the "Equity Consideration"
 and together with the Cash Consideration, the "Ordinary Shareholder Consideration");

 (ii)

 each Rigel Class A Ordinary Share issued and outstanding immediately prior to the
 Merger Effective Time with respect to which a Company shareholder has validly exercised
 its redemption rights (collectively, the "Redemption Shares") will not be converted
 into and become the Ordinary Shareholder Consideration, and instead will at the Merger
 Effective Time be converted into the right to receive from the Company, in cash, an
 amount per share calculated in accordance with such shareholder's redemption rights;

 (iii)

 each Class B ordinary share of the Company (a "Rigel Class B Ordinary Share") issued
 and outstanding immediately prior to the Merger Effective Time will be automatically
 cancelled and converted into the right to receive one Newco Ordinary Share; and

 (iv)

 each issued and outstanding public warrant of the Company (the "Rigel Public Warrants")
 shall be converted automatically into the right of the holder thereof to receive one
 public warrant of Newco (the "Newco Public Warrants"), and each issued and outstanding
 private warrant of Rigel (the "Rigel Private Warrants") shall be converted automatically
 into the right of the holder thereof to receive one private warrant of Newco (the
 "Newco Private Warrants" and, together with the Newco Public Warrants, the "Newco
 Warrants"). Each Newco Public Warrant shall have, and be subject to, substantially
 the same terms and conditions as are in effect with respect to the Rigel Public Warrants,
 and each Newco Private Warrant shall have, and be subject to, substantially the same
 terms and conditions as are in effect with respect to the Rigel Private Warrants,
 except that in each case they shall represent the right to acquire Newco Ordinary
 Shares.

 Representations and Warranties

 The Business Combination Agreement contains customary representations and warranties
 of the parties thereto with respect to, among other things, (i) entity organization,
 standing, formation and authority, (ii) authorization to enter into the Business Combination
 Agreement, (iii) capital structure, (iv) consents and approvals, (v) financial statements,
 (vi) absence of changes, (vii) license and permits, (viii) litigation, (ix) material
 contracts, (x) intellectual property, (xi) taxes, (xii) real and personal properties,
 (xiii) employee matters, (xiv) benefit plans, (xv) compliance with laws, (xvi) environmental
 matters, (xvii) benefit plans, (xviii) affiliate transactions, (xix) insurance, (xx)
 business practices and (xx) finders and brokers. Except in the case of fraud or intentional
 and willful breach, the representations and warranties of the parties contained in
 the Business Combination Agreement will terminate and be of no further force and effect
 as of the Closing.

 Covenants

 The Business Combination Agreement contains customary covenants of the parties, including,
 among others, covenants providing for (i) the operation of the Target Companies' businesses in the ordinary course of business prior to consummation of the Transactions,
 (ii) the parties' efforts to satisfy conditions to obligations of the Transactions, (iii) the preparation
 and filing of the Blyvoor Disclosure Statement in connection with the registration under the Securities Act, of the Newco Ordinary
 Shares and Newco Warrants to be issued pursuant to the Business Combination Agreement,
 which will also contain a prospectus and proxy statement for the purpose of soliciting
 proxies from the Company's shareholders to vote in favor of certain matters (the "Rigel Stockholder Approval
 Matters"), (iv) Newco's adoption of an equity incentive plan that provides for grants and awards to eligible
 service providers, (v) the protection of, and access to, confidential information
 of the parties, and (vi) the parties' efforts to obtain necessary approvals from Governmental Authorities (as defined in
 the Business Combination Agreement).

 Pursuant to the Business Combination Agreement, the Company's public shareholders will be given an opportunity, in accordance with the Company's amended and restated articles and memorandum of association and the final prospectus
 from the Company's initial public offering, which was filed with the SEC on November 8, 2021, to have their Rigel Class A Ordinary Shares redeemed (the "Rigel Stockholder
 Redemption"), in conjunction with the Rigel Stockholder Approval (as defined below).

 During the Interim Period (as defined in the Business Combination Agreement), each
 of the parties to the Business Combination Agreement shall not, and shall cause its
 representatives not to, solicit, initiate, continue or engage in discussions or negotiations
 with, or enter into any agreement with, or knowingly encourage, respond to, or provide
 information to, any person concerning an "Acquisition Transaction" or a "Business
 Combination Proposal", as applicable.

 Conditions to Closing

 The consummation of the Transactions is subject to customary closing conditions for
 transactions involving special purpose acquisition companies, including, among others:
 (i) approval of the Rigel Stockholder Approval Matters by the Company's shareholders (the "Rigel Stockholder Approval"), (ii) no order, statute, rule or
 regulation enjoining or prohibiting the consummation of the Transactions being in
 force, (iii) the Blyvoor Disclosure Statement having become effective, (iv) the shares of Newco Ordinary Shares to be issued pursuant
 to the Business Combination Agreement having been approved for listing on the NASDAQ
 and (v) certain other customary bring-down conditions. In addition, the obligation
 of the Sellers to consummate the Transactions is subject to the availability of Aggregate
 Cash Proceeds (as defined in the Business Combination Agreement) of not less than
 $50,000,000 at the Closing.

 Termination

 The Business Combination Agreement may be terminated as follows:

 (i)

 by mutual written consent of the Target Companies and the Company;

 (ii)

 prior to the Closing, by written notice to the Target Companies from the Company if:

 a.

 there is any breach of any representation, warranty, covenant or agreement on the
 part of the Target Companies set forth in the Business Combination Agreement, such
 that certain closing conditions therein would not be satisfied; provided that the
 Target Companies are provided the option to cure such breach as specified in the Business
 Combination Agreement;

 b.

 if the Closing has not occurred on or before May 9, 2025 (the "Termination Date");

 c.

 if the consummation of the Transactions is permanently enjoined, prohibited or prevented
 by the terms of a final, non-appealable governmental order;

 (iii)

 prior to the Closing, by written notice to the Company from the Target Companies if:

 a.

 there is any breach of any representation, warranty, covenant or agreement on the
 part of the Company, Newco or Merger Sub set forth in the Business Combination Agreement,
 such that certain closing conditions therein would not be satisfied; provided that
 the Company, Newco, or Merger Sub, as applicable, are provided the option to cure
 such breach as specified in the Business Combination Agreement;

 b.

 the Closing has not occurred on or before the Termination Date,

 c.

 the consummation of the Transactions is permanently enjoined, prohibited or prevented
 by the terms of a final, non-appealable Governmental Order; or

 d.

 if there has been a Change in Recommendation (as defined in the Business Combination
 Agreement).

 The foregoing description of the Business Combination Agreement and the Transactions
 does not purport to be complete and is qualified in its entirety by the terms and
 conditions of the Business Combination Agreement and any related agreements. It is
 not intended to provide any other factual information about the Company, the Target
 Companies or any other party to the Business Combination Agreement or any related
 agreement. In particular, the representations, warranties, covenants and agreements
 contained in the Business Combination Agreement, which were made only for purposes
 of such agreement and as of specific dates, are solely for the benefit of the parties
 to the Business Combination Agreement, are subject to limitations agreed upon by the
 contracting parties (including being qualified by confidential disclosures made for
 the purposes of allocating contractual risk between the parties to the Business Combination
 Agreement instead of establishing these matters as facts) and are subject to standards
 of materiality applicable to the contracting parties that may differ from those applicable
 to investors and security holders. Investors and security holders are not third-party
 beneficiaries under the Business Combination Agreement and should not rely on the
 representations, warranties, covenants and agreements, or any descriptions thereof,
 as characterizations of the actual state of facts or condition of any party to the
 Business Combination Agreement. Moreover, information concerning the subject matter
 of the representations and warranties may change after the date of the Business Combination
 Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.

 The foregoing description of the Business Combination Agreement and the Exchange Agreement
 is not complete and is qualified in its entirety by reference to the Business Combination
 Agreement and the Exchange Agreement which are incorporated by reference herein.

 Related Agreements

 Sponsor Support Agreement

 In connection with the execution of the Business Combination Agreement, the Company,
 the Target Companies, the Sponsor and the persons set forth on Schedule I thereto
 (collectively with the Sponsor, the "Sponsors") have entered into a Sponsor Support
 Agreement (the "Sponsor Support Agreement"). The Sponsor Support Agreement provides
 that, among other things, the Sponsors agree (i) to vote in favor of the Transactions,
 (ii) to appear at certain Company shareholder meetings for purposes of constituting
 a quorum, (iii) to vote against any proposals that could reasonably be expected to
 prevent or materially impede the Transactions and (iv) to waive any anti-dilution
 adjustment to the conversion ratio with respect to their existing shares that would
 result from the issuance of Newco Ordinary Shares, in each case, on the terms and
 subject to the conditions set forth in the Sponsor Support Agreement.

 In addition, pursuant to the Sponsor Support Agreement, the Sponsors have agreed,
 subject to certain customary exceptions, not to transfer (i) any Newco Ordinary Shares
 owned by such Sponsor until the 12-month anniversary of the Closing, (ii) a number
 of Newco Private Warrants equal to 40% of all Newco Private Warrants owned by such
 Sponsor (including any Newco Ordinary Shares issuable upon the exercise of such warrants)
 until the 12-month anniversary of the Closing and (iii) a number of Newco Private
 Warrants equal to 60% of all Newco Private Warrants owned by such Sponsor (including
 any Newco Ordinary Shares issuable upon the exercise of such warrants) until the 24-month
 anniversary of the Closing. The foregoing restrictions on transfer with respect to
 Newco Ordinary Shares shall be released if the last reported sale price of the Newco
 Ordinary Shares equals or exceeds $12.00 per share for any 20 trading days within
 any 30-trading day period commencing at least 180 days after closing.

 On October 17, 2024, Rigel, the Target Companies,
the Sponsor Holdco, Orion Mine Finance GP and Orion Mine Finance entered in a joinder pursuant to which Orion Mine Finance GP and Orion
Mine Finance each became a party to the Sponsor Support Agreement as a "Sponsor" for all purposes thereunder.

 The foregoing descriptions of the Sponsor Support
Agreement and joinder are not complete and are qualified by reference to the Sponsor Support Agreement and joinder, which are incorporated
herein by reference.

 Amended and Restated Registration Rights Agreement

 Pursuant to the terms of the Business Combination Agreement, at the Closing, Newco,
 the Sponsor and certain other holders of the Newco Ordinary Shares will enter into
 an Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement").
 The Registration Rights Agreement will provide these holders (and their permitted
 transferees) with the right to require Newco, at Newco's expense, to register the Newco Ordinary Shares that they hold, on customary terms,
 including customary demand and piggyback registration rights. The Registration Rights
 Agreement will also provide that Newco pay certain expenses of the electing holders
 relating to such registration and indemnify them against liabilities that may arise
 under the Securities Act.

 The foregoing description of the Registration Rights Agreement is not complete and
 is qualified in its entirety by reference to the form of Registration Rights Agreement,
 which is attached as Exhibit A to the Business Combination Agreement which is incorporated
 by reference herein.

 Subscription Agreements

 Concurrently with the execution of the Business Combination Agreement, the Company,
 Newco, Blyvoor Gold and the Sponsor entered into subscription agreements with certain
 institutional and accredited investors (the "PIPE Investors", and each a "PIPE Investor",
 and the subscription agreements, the "Subscription Agreements") pursuant to which
 the PIPE Investors have agreed, subject to the terms and conditions set forth therein,
 to subscribe for and purchase from Newco at the Closing, an aggregate of 750,000 Newco
 Ordinary Shares (the "PIPE Shares"), at a purchase price of $10 per share, for an
 aggregate cash amount of $7,500,000.

 Pursuant to the Subscription Agreements, a PIPE Investor may elect to reduce the number
 of PIPE Shares it is obligated to purchase under its Subscription Agreement, on a
 one-for-one basis, up to the total amount of PIPE Shares subscribed thereunder, to
 the extent PIPE Investor (i) purchases Rigel Class A Ordinary Shares (the "Open-Market
 Purchase Shares") in open market transactions at a price of less than the Closing
 redemption price per-share prior to the record date established for voting at the
 Company shareholder meeting held to approve the Transactions (the "Rigel Stockholder
 Meeting"), but only if the PIPE Investor agrees, with respect to such Open-Market
 Purchase Shares, to (A) not sell or transfer any such Open-Market Purchase Shares
 prior to the Closing (B) not vote any such Open-Market Purchase Shares in favor of
 approving the Transactions and instead submits a proxy abstaining from voting thereon
 and (C) to the extent such investor has the right to have all or some of its Open-Market
 Purchase Shares redeemed for cash in connection with the Closing, not exercise any
 such redemption rights; and (ii) beneficially owned any Rigel Class A Ordinary Shares
 as of the date of its Subscription Agreement (the "Currently Owned Shares" and together
 with the Open-Market Purchase Shares and the PIPE Shares, the "Total PIPE Shares"),
 but only if the PIPE Investor agrees, with respect to such Currently Owned Shares,
 to (A) not to sell or transfer and such Currently Owned Shares prior to the Closing,
 (B) vote all of its Currently Owned Shares in favor of approving the Transactions
 at the Rigel Stockholder Meeting, and (C) to the extent such investor has the right
 to have all or some of its Currently Owned Shares redeemed for cash in connection
 with the Closing, not exercise any such redemption rights.

 In addition, in connection with the Closing and pursuant to the Subscription Agreements:

 (i)

 the Sponsor shall surrender an aggregate number of Rigel Class B Ordinary Shares it
 holds in an amount equal to (a) (I) 4, multiplied by (II) the aggregate number of
 Total PIPE Shares, divided by (b) 10 (the "Sponsor Forfeit Shares"); and

 (ii)

 Blyvoor Gold shall surrender an aggregate number of Newco Ordinary Shares it receives
 as Exchange Consideration in an amount equal to (a) (I) 1, multiplied by (II) the
 aggregate number of Total PIPE Shares, divided by (b) 10 (the "Blyvoor Forfeit Shares");
 and

 (iii)

 each PIPE Investors shall receive following the Closing, a number of Newco Ordinary
 Shares equal to the sum of the Sponsor Forfeit Shares and the Blyvoor Forfeit Shares
 for no additional cash consideration.

 The foregoing description of the Subscription Agreements does not purport to be complete
 and is qualified in its entirety by the terms and conditions of the form of the Subscription
 Agreement, a copy of which is incorporated by reference herein.

 Omnibus
Amendment to the Business Combination Agreement the Sponsor Support Agreement

 On
October 17, 2024, Rigel, Aurous Resources, Merger Sub, the Sponsor, Blyvoor Resources and Tailings entered into that certain Omnibus
Amendment, which was subsequently amended and restated in its entirety by that certain Amended and Restated Omnibus Amendment, dated
as of December 20, 2024, pursuant to which Rigel, Aurous Resources, Merger Sub, the Sponsor, Blyvoor Resources and Tailings agreed to
amend the Business Combination Agreement to, among other things:

 change
 the termination date of the Business Combination Agreement from August 9, 2024 to January
 31, 2025;

 amend
 the definition of "Rigel Transaction Expenses" under the Business Combination
 Agreement to include the aggregate amount of outstanding principal and accrued interest of
 Rigel or Aurous Resources under the Working Capital Loans (as defined in the Omnibus Amendment),
 including any amounts owed to the Sponsor, Orion GP or any of their respective affiliates
 pursuant to the Working Capital Loans (as defined in the Omnibus Amendment) existing as of
 October 17, 2024 or, subject to the approval of Blyvoor Gold, issued through the Closing
 Date;

 for the order of priority in which closing payments related to Rigel Transaction Expenses
 (including the Working Capital Loans (as defined in the Omnibus Amendment)) and Target Group
 Company Transaction Expenses are to be paid under the Business Combination Agreement;

 that Rigel will, and will cause its affiliates to, procure that Orion Fund III will in no
 event receive any Rigel Public Warrants or Rigel Private Warrants in connection with the
 exercise of any rights to purchase or otherwise acquire any equity interests of Rigel or
 otherwise pursuant to the Orion Forward Purchase Agreement;

 that the parties to the Business Combination Agreement will ensure that, as of the Closing,
 a majority of the Aurous Resources Board will be South African citizens who are ordinarily
 residents of South Africa;

 clarify
 that the aggregate amount of Target Group Company Transaction Expenses and Rigel Transaction
 Expenses to be paid in cash by Aurous Resources in connection with the Closing shall not
 be in excess of (a) $17 million in the event that Aggregate Cash Proceeds are less than or
 equal to $53 million and (b) $20 million in the event that Aggregate Cash Proceeds are greater
 than $53 million; and

 update
 the First Base Case Milestone, the Second Base Case Milestone, the First Downside Milestone
 (as defined in the Business Combination Agreement) and the Second Downside Milestone (as
 defined in the Business Combination Agreement).

 In
addition, the Omnibus Amendment amends the Sponsor Support Agreement to, among other things:

 that, in the event Blyvoor Gold would not beneficially own, as of the Closing, an aggregate
 amount of Aurous Resources Ordinary Shares representing at least a majority of the issued
 and outstanding Aurous Resources Ordinary Shares on a fully diluted, as exercised and as
 converted basis (the "Minimum Percentage"), each Sponsor under the Sponsor Support
 Agreement will sell to Aurous Resources immediately prior to the Merger Effective Time, but
 subject to at the Closing, a certain number of either the Rigel Public Warrants or Rigel
 Private Warrants, at a price per warrant equal to the volume-weighted average price of the
 Rigel Public Warrants for the 30-day period preceding the Closing, such that, after giving
 effect to such sale, Blyvoor Gold will beneficially own an aggregate amount of Aurous Resources
 Ordinary Shares representing at least the Minimum Percentage (such sale, the "Sponsor
 Warrant Redemption");

 that, in the event the aggregate Target Group Company Transaction Expenses and Rigel Transaction
 Expenses (including the Working Capital Loans, as defined in the Omnibus Amendment) exceeds
 an amount equal to (a) the sum of (i) the amount left in the Trust Account after giving effect
 to Rigel shareholder redemptions, (ii) the aggregate amount of cash that has been funded
 to Rigel pursuant to the Subscription Agreements with respect to the PIPE Investment and
 the PIPE Financing and (iii) the aggregate amount of cash that has been funded to Aurous
 Resources pursuant to the Orion Forward Purchase Agreement, less (b) the sum of (i) the Cash
 Consideration and (ii) $33 million (any such excess, the "Expense Overage Amount"):

 each
 of Aurous Resources and the Sponsor will, and will cause their respective affiliates to,
 (i) extend the maturity date on each of the Working Capital Loans (as defined in the Omnibus
 Amendment) in which the principal amount of indebtedness outstanding thereunder comprises
 a portion of the unpaid Expense Overage Amount for an additional 12-month period, such extension
 to be effective as of Closing Date and (ii) provide that such applicable Working Capital
 Loans (as defined in the Omnibus Amendment) will bear interest beginning on three-month anniversary
 of the Closing;

 in
 connection with the Sponsor Warrant Redemption (if any), Aurous Resource will, in lieu of
 a cash payment in respect of the per warrant purchase price, prepare and issue non-interest
 bearing promissory notes in favor of each Sponsor under the Sponsor Support Agreement with
 a principal amount equal to such Sponsor's pro rata portion of the warrant purchase
 price;

 that each Sponsor under the Sponsor Support Agreement will, and will cause its affiliates
 to, (i) exercise either of the Rigel Public Warrant or Rigel Private Warrant only on a "cashless
 basis" pursuant to the terms thereof and (ii) forgo any right of conversion with respect
 to any Working Capital Loans (as defined in the Omnibus Amendment) (including any right to
 convert any such Working Capital Loans (as defined in the Omnibus Amendment) into Aurous
 Resources Ordinary Shares);

 that the Sponsor shall be liable for 100% of the unpaid aggregate Target Group Company Transaction
 Expenses and Rigel Transaction Expenses as of Closing (other than the Working Capital Loans
 (as defined in the Omnibus Amendment)) (i) in excess of $17 million in the event that Aggregate
 Cash Proceeds are less than or equal to $53 million and (ii) in excess of $20 million in
 the event that Aggregate Cash Proceeds are greater than $53 million; and

 that, prior to the Closing, the Sponsor shall forgive in full the aggregate principal amount
 of indebtedness outstanding under the December 2024 Loan, and that to the extent such amount
 has not been so forgiven in full by such time, any such shortfall shall automatically be
 forgiven, effective as of immediately prior to Closing.

 Joinder
Agreement

 On
October 17, 2024, Rigel, the Target Companies, the Sponsor, Orion GP and Orion Fund III entered in a joinder pursuant to which Orion
GP and Orion Fund III each became a party to the Sponsor Support Agreement as a "Sponsor" for all purposes thereunder.

 2025
Extraordinary General Meeting in connection with Business Combination

 On
February 28, 2025, shareholders of the Company held an extraordinary general meeting (the "2025 Extraordinary General Meeting")
for the following purposes:

 to
authorize, approve, ratify and confirm in all respects, by an ordinary resolution, the Company's entry into the Business Combination
Agreement, dated as of March 11, 2024, by and among the Company, Blyvoor Gold Resources Proprietary Limited, a South African private
limited liability company ("Aurous Gold"), Blyvoor Gold Operations Proprietary Limited, a South African private limited liability
company ("Gauta Tailings" and, together with Aurous Gold, the "Target Companies," each, a "Target Company"),
Aurous Resources (f/k/a RRAC NewCo), a Cayman Islands exempted company ("Aurous Resources"), and RRAC Merger Sub, a Cayman
Islands exempted company and wholly owned subsidiary of Aurous Resources ("Merger Sub") (as may be amended from time to time,
the "Business Combination Agreement"), a copy of which is attached to the Company's definitive proxy statement/prospectus
relating to the Meeting filed by the Company with the Securities and Exchange Commission on January 15, 2025 (the "Proxy Statement")
as Annex A, as amended by the Omnibus Amendment, dated as of December 20, 2024, a copy of which is attached to the Proxy Statement as
Annex A-1, pursuant to which, among other things, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger
as a wholly owned subsidiary of Aurous Resources (the "Business Combination"), in accordance with the terms and subject to
the conditions of the Business Combination Agreement (the "Business Combination Proposal");

 to
authorize, approve, ratify and confirm in all respects, by a special resolution, the Plan of Merger, by and among the Company and Merger
Sub, substantially in the form attached to the Proxy Statement as Annex B (including the annexures thereto, the "Plan of Merger")
and all the undertaking, property and liabilities of the Company vest in Merger Sub by virtue of such merger pursuant to the Companies
Act (as amended) of the Cayman Islands, the merger of the Company with and into Merger Sub with Merger Sub surviving the merger, and
the Company's entry into the Plan of Merger (the "Merger Proposal");

 to
adopt, ratify, approve and confirm in all respects, by an ordinary resolution, the 2024 Equity Incentive Plan, a copy of which is attached
to the Proxy Statement as Annex C and any form award agreement thereunder (the "Equity Incentive Plan Proposal" and together
with the Business Combination Proposal and the Merger Proposal, the "Proposals"); and

 to
adjourn, by an ordinary resolution, the Meeting to a later date or dates, if necessary, to be determined by the Rigel Board (as defined
in the Proxy Statement) (i) to ensure that any supplement or amendment to the Proxy Statement is provided to Rigel's shareholders,
(ii) in order to solicit additional proxies from Rigel's shareholders in favor of any of the other Proposals being presented or
(iii) only with the prior written consent of the Target Companies, for the purposes of satisfying the Available Cash Condition (as defined
in the Proxy Statement)(the "Adjournment Proposal").

 The
Business Combination Proposal, Merger Proposal and Equity Incentive Plan Proposal were approved. As there were sufficient votes to approve
the Proposals, the Adjournment Proposal was not presented to the Company's shareholders.

 In
connection with the 2025 Extraordinary General Meeting, shareholders holding 6,369,522 Class A Ordinary Shares exercised their right
to redeem such shares for a pro rata portion of the funds in the Company's trust account upon the consummation of the business
combination. The Company intends to consummate the Business Combination as soon as possible, subject to the satisfaction or waiver of all other closing
conditions, and may accept reversals of redemption requests prior to the closing of the Business Combination. In addition to the Available
Cash Condition (as defined in the Business Combination Agreement), the completion of the Business Combination is conditioned on the satisfaction
or waiver of certain other closing conditions that are not within Rigel's, Aurous Resources' or the Target Companies'
control, including, among other things, (i) receipt of approval for listing on the Nasdaq Stock Market LLC ("NASDAQ") of the
Aurous Resources ordinary shares and Aurous Resources public warrants to be issued in connection with the transactions contemplated by
the Business Combination Agreement and (ii) receipt of certain required regulatory approvals, including by the Financial Surveillance
Department of the South African Reserve Bank, that have yet to be obtained. The parties to the Business Combination Agreement may not
satisfy all of the conditions to the closing in the Business Combination Agreement and, accordingly, the transactions contemplated therein
may not be completed. If the closing conditions are not satisfied or waived, the Business Combination will not occur.

 Effecting a Business Combination

 Our Business Strategy

 Our acquisition and value creation strategy will be to identify, acquire and, after
 our initial Business Combination, build a value accretive company. Our acquisition
 strategy will leverage Orion's network of potential proprietary and public transaction sources where we believe
 a combination of our relationships, knowledge, and experience in the metals and mining
 industry could effect a positive transformation. Our goal is to build a focused business
 with multiple competitive advantages that have the potential to improve the target
 business' overall value proposition. We plan to utilize the network and industry experience
 of our management team, our Board of Directors, and Orion in seeking an initial Business
 Combination and employing our acquisition strategy. Over the course of their careers,
 the members of our management team and Board of Directors have developed a broad network
 of contacts and corporate relationships that we believe will serve as a useful source
 of acquisition opportunities. In addition to industry and lending community relationships,
 we plan to leverage relationships with management teams of public and private companies,
 investment bankers, restructuring advisers, attorneys and accountants, which we believe
 should provide us with a number of Business Combination opportunities. Upon completion
 of Initial Public Offering, members of our management team and Board of Directors
 will communicate with their networks of relationships to articulate the parameters
 for our search for a target business and a potential Business Combination and begin
 the process of pursuing and reviewing potentially interesting leads. Our target focus
 areas within the global metals value chain are:

 "Green" Metals, including "green"
base metals (copper, nickel, zinc), other battery metals (lithium, cobalt, vanadium), "green" precious / PGMs (silver, palladium,
platinum, gold), and rare earths.

 Innovative Mining and Processing Technologies, including
technologies unlocking the value of previously uneconomic materials / assets which also provide sustainability benefits and services
to the metals and mining value chain.

 Battery Materials Technologies, which could include novel
technologies utilizing metals and minerals which enable break-throughs in battery innovation.

 Business Combination Criteria

 Consistent with our business strategy, we have identified the following general criteria
 and guidelines that we believe are important in evaluating prospective targets for
 our initial Business Combination. If the proposed Blyvoor Business Combination is not consummated, we expect to be guided by the criteria outlined
 below in evaluating opportunities, but we may decide to complete a Business Combination
 with a target business that does not meet some or all of these criteria and guidelines. We intend to acquire target businesses that we believe have one or more of the below
 criteria:

 have an attractive market opportunity and supportive demand
fundamentals;

 have unique assets with sustainable competitive advantages;

 operate in established operating jurisdictions;

 have demonstrable, non-commodity price driven growth and value
opportunities;

 can utilize the extensive networks and insights that our management
team, board of directors and Orion have built in the industry;

 are at an inflection point, such as requiring additional management
expertise, development funding or commercial scale-up, or where we believe we can drive improved financial performance and growth;

 exhibit under-recognized value or other characteristics, desirable
returns on capital, and a need for capital to achieve the Company's growth strategy, that we believe have been misunderstood and
undervalued by the marketplace based on our analysis and due diligence review;

 are attractively positioned within fragmented or emerging industries
to drive growth through acquisitions or mergers;

 provide innovative technological and/or ESG/sustainability solutions
to the global metals value chain;

 are ready for the public market; and

 will offer an attractive risk-adjusted return for our shareholders.

 Potential upside from growth in the target business and an improved capital structure
 will be weighed against any identified downside risks. These criteria are not intended
 to be exhaustive. Any evaluation relating to the merits of a particular initial Business
 Combination may be based, to the extent relevant, on these general guidelines as well
 as other considerations, factors and criteria that our management may deem relevant.
 In the event that we decide to enter into our initial Business Combination with a
 target business that does not meet the above criteria and guidelines, we will disclose
 that the target business does not meet the above criteria in our shareholder communications
 related to our initial Business Combination, which, as discussed in the prospectus
 related to the Initial Public Offering, would be in the form of proxy solicitation
 or tender offer materials that we would file with the SEC.

 Additional Disclosures

 Our Acquisition Process

 In evaluating a prospective target business, we expect to conduct a thorough due diligence
 review which may encompass, among other things, meetings with incumbent management
 and key employees, document reviews, inspection of facilities, as well as a review
 of technical, financial, ESG, legal and other information that is available to us.
 We will also utilize our operational and capital allocation experience in evaluating
 prospective target businesses.

 We are not prohibited from pursuing an initial Business Combination with a business
 that is affiliated with our initial shareholders, officers or directors, or any of
 their respective affiliates. In the event we seek to complete our initial Business
 Combination with a business that is affiliated with our initial shareholders, officers
 or directors, or any of their affiliates, we, or a committee of independent directors,
 will obtain an opinion from an independent investment banking firm or another independent
 entity that commonly renders valuation opinions that our initial Business Combination
 is fair to us from a financial point of view.

 The Sponsor, certain members of the Company's management team, and our independent directors directly or indirectly own Founder
 Shares and/or Private Placement Warrants and, accordingly, may have a conflict of
 interest in determining whether a particular target business is an appropriate business
 with which to effectuate our initial Business Combination. Further, each of our officers
 and directors may have a conflict of interest with respect to evaluating a particular
 Business Combination if the retention or resignation of any such officers and directors
 is included by a target business as a condition to our initial Business Combination.

 Our officers and directors are from time to time made aware of potential business
 opportunities, one or more of which we may desire to pursue, for a Business Combination,
 but we have not (nor has anyone on our behalf) contacted any prospective target business
 or had any substantive discussions, formal or otherwise, with respect to a Business
 Combination transaction with us.

 Each of our officers and directors presently has, and any of them in the future may
 have additional, fiduciary, contractual or other obligations or duties to one or more
 other entities pursuant to which such officer or director is or will be required to
 present a Business Combination opportunity to such entities, subject to his or her
 fiduciary duties under Cayman Islands law. Accordingly, they may have conflicts of
 interest in determining to which entity a particular business opportunity should be
 presented. These conflicts may not be resolved in our favor and a potential target
 business may be presented to such other blank check companies prior to its presentation
 to us, subject to our officers' and directors' fiduciary duties under Cayman Islands law. In addition our amended Charter provides that, to the fullest extent permitted by applicable law: (i) no individual serving
 as a director or an officer shall have any duty, except and to the extent expressly
 assumed by contract, to refrain from engaging directly or indirectly in the same or
 similar business activities or lines of business as us; and (ii) we renounce any interest
 or expectancy in, or in being offered an opportunity to participate in, any potential
 transaction or matter which may be a corporate opportunity for any director or officer,
 on the one hand, and us, on the other. We do not believe, however, that the foregoing
 will materially affect our ability to complete our Business Combination. For more
 information, see the section entitled "Item 10. Directors, Executive Officers and Corporate Governance - Conflicts of Interest."

 Initial Business Combination

 The New York Stock Exchange (the "NYSE") rules require that our initial Business Combination must be with one or more operating
 businesses or assets with a fair market value equal to at least 80% of the net assets
 held in the Trust Account (net of amounts disbursed to management for working capital
 purposes, if permitted, and excluding the amount of any deferred underwriting discount
 held in trust). We refer to this as the 80% of net assets test. The fair market value
 of the target or targets will be determined by our board of directors based upon one
 or more standards generally accepted by the financial community, such as discounted
 cash flow valuation or value of comparable businesses. If our board of directors is
 not able to independently determine the fair market value of the target business or
 businesses, we will obtain an opinion from an independent investment banking firm
 or another independent entity that commonly renders valuation opinions with respect
 to the satisfaction of such criteria. We do not currently intend to purchase multiple
 businesses in unrelated industries in conjunction with our initial Business Combination,
 although there is no assurance that will be the case. In addition to the aforementioned
 restrictions, we will not be permitted to effectuate our initial Business Combination
 solely with another blank check company or a similar company with nominal operations.

 We anticipate structuring our initial Business Combination so that the post-transaction
 company in which our Public Shareholders own shares will own or acquire 100% of the
 issued and outstanding equity interests or assets of the target business or businesses.
 We may, however, structure our initial Business Combination such that the post-transaction
 company owns or acquires less than 100% of such interests or assets of the target
 business in order to meet certain objectives of the target management team or shareholders
 or for other reasons, but we will only complete such Business Combination if the post-transaction
 company owns or acquires 50% or more of the issued and outstanding voting securities
 of the target or otherwise acquires a controlling interest in the target business
 sufficient for it not to be required to register as an investment company under the
 Investment Company Act. Even if the post-transaction company owns or acquires 50%
 or more of the voting securities of the target, our shareholders prior to our initial
 Business Combination may collectively own a minority interest in the post-transaction
 company, depending on valuations ascribed to the target and us in our initial Business
 Combination transaction. For example, we could pursue a transaction in which we issue
 a substantial number of new shares in exchange for all of the issued and outstanding
 capital stock, shares or other equity securities of a target business, or issue a
 substantial number of new shares to third-parties in connection with financing our
 initial Business Combination. In this case, we would acquire a 100% controlling interest
 in the target. However, as a result of the issuance of a substantial number of new
 shares, our shareholders immediately prior to our initial Business Combination could
 own less than a majority of our issued and outstanding shares subsequent to our initial
 Business Combination. If less than 100% of the equity interests or assets of a target
 business or businesses are owned or acquired by the post-transaction company, the
 portion of such business or businesses that is owned or acquired is what will be valued
 for purposes of the 80% of net assets test. If our initial Business Combination involves
 more than one target business, the 80% of net assets test will be based on the aggregate
 value of all of the target businesses. Notwithstanding the foregoing, if we are not
 then listed on the NYSE for whatever reason, we would no longer be required to meet
 the foregoing 80% of net assets test.

 Competition

 We expect to encounter intense competition from other entities having a business objective
 similar to ours, including private investors (which may be individuals or investment
 partnerships), other blank check companies and other entities, domestic and international,
 competing for the types of businesses we intend to acquire. Many of these individuals
 and entities are well established and have extensive experience in identifying and
 effecting, directly or indirectly, acquisitions of companies operating in or providing
 services to various industries. Many of these competitors possess greater technical,
 human and other resources or more local industry knowledge than we do and our financial
 resources will be relatively limited when contrasted with those of many of these competitors.
 Additionally, the number of blank check companies looking for Business Combination
 targets has increased compared to recent years and many of these blank check companies
 are sponsored by entities or persons that have significant experience with completing
 Business Combinations. While we believe there are numerous target businesses we could
 potentially acquire with the net proceeds of Initial Public Offering and the sale
 of the Private Placement Warrants and the forward purchase securities, our ability
 to compete with respect to the acquisition of certain target businesses that are sizable
 will be limited by our available financial resources. This inherent competitive limitation
 gives others an advantage in pursuing the acquisition of certain target businesses.
 Furthermore, in the event we seek shareholder approval for our initial Business Combination
 and we are obligated to pay cash for our Class A ordinary shares, it will potentially
 reduce the resources available to us for our initial Business Combination. Any of
 these obligations may place us at a competitive disadvantage in successfully negotiating
 a Business Combination. If we have not completed our initial Business Combination
 within the required time period, our Public Shareholders may receive only approximately
 $10.20 per share, or less in certain circumstances, on the liquidation of our Trust
 Account and our warrants will expire worthless.

 Human Capital

 We currently have four officers and do not intend to have any full-time employees
 prior to the completion of our initial Business Combination. Members of our management
 team are not obligated to devote any specific number of hours to our matters but they
 intend to devote as much of their time as they deem necessary to our affairs until
 we have completed our initial Business Combination. The amount of time that any such
 person will devote in any time period will vary based on the status of the proposed Blyvoor Business Combination and, if the proposed Blyvoor Business Combination is not consummated, whether a different target business has
 been selected for our initial Business Combination and the current stage of the Business
 Combination process.

 Item 1.A. Risk Factors.

 An investment in our securities involves a high degree of risk. You should consider
 carefully all of the risks described below, together with the other information contained
 in this Annual Report, including our financial statements and related notes, before
 making a decision to invest in our securities. If any of the following events occur,
 our business, financial condition and operating results may be materially adversely
 affected. In that event, the trading price of our securities could decline, and you
 could lose all or part of your investment. The risks and uncertainties described below
 are not the only ones we face. Additional risks and uncertainties that we are unaware
 of, or that we currently believe are not material, may also become important factors
 that adversely affect our business, financial condition and operating results. For risk factors related to the proposed Blyvoor Business Combination, see the "Risk Factors" section of the Blyvoor Disclosure Statement that we will file with the SEC.

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

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

 We may not hold a shareholder vote to approve our initial Business Combination unless
 the Business Combination would require shareholder approval under applicable law or
 stock exchange rules or if we decide to hold a shareholder vote for business or other
 reasons. For instance, the rules of the NYSE currently allow us to engage in a tender
 offer in lieu of a general meeting, but would still require us to obtain shareholder
 approval if we were seeking to issue more than 20% of our then issued and outstanding shares to a target business as consideration in any Business
 Combination. Therefore, if we were structuring a Business Combination that required
 us to issue more than 20% of our issued and outstanding shares, we would seek shareholder
 approval for such Business Combination. However, except as required by applicable
 law or stock exchange rules, the decision as to whether we will seek shareholder approval
 for a proposed Business Combination or will allow shareholders to sell their shares
 to us in a tender offer will be made by us, solely in our discretion, and will be
 based on a variety of factors such as the timing of the transaction and whether the
 terms of the transaction would otherwise require us to seek shareholder approval.
 Accordingly, we may consummate our initial Business Combination even if holders of
 a majority of the issued and outstanding ordinary shares do not approve of the Business
 Combination we consummate.

 If we seek shareholder approval for our initial Business Combination, our initial
 shareholders, directors and officers have agreed to vote in favor of such initial
 Business Combination, regardless of how our Public Shareholders vote.

 Unlike some other blank check companies in which
the initial shareholders agree to vote their Founder Shares in accordance with the majority of the votes cast by the Public Shareholders
in connection with an initial Business Combination, our initial shareholders, directors and officers have agreed (and their permitted
transferees will agree), pursuant to the terms of a letter agreement entered into with us, to vote their Founder Shares and any Public
Shares held by them in favor of our initial Business Combination. Our directors and officers have also entered into the letter agreement,
imposing similar obligations on them with respect to Public Shares acquired by them, if any. We expect that our initial shareholders
and their permitted transferees will own at least 23% of our issued and outstanding ordinary shares at the time of any such shareholder
vote. Accordingly, if we seek shareholder approval for our initial Business Combination, it is more likely that the necessary shareholder
approval will be received than would be the case if such persons agreed to vote their Founder Shares in accordance with the majority
of the votes cast by our Public Shareholders.

 Your only opportunity to affect the investment decision regarding a potential Business
 Combination will be limited to the exercise of your right to redeem your shares from
 us for cash, unless we seek shareholder approval for such Business Combination.

 Since our board of directors may complete a Business Combination without seeking shareholder
 approval, Public Shareholders may not have the right or opportunity to vote on the
 Business Combination, unless we seek such shareholder approval. Accordingly, if we
 do not seek shareholder approval, your only opportunity to affect the investment decision
 regarding a potential Business Combination may be limited to exercising your redemption
 rights within the period of time (which will be at least 20 business days) set forth
 in our tender offer documents mailed to our Public Shareholders in which we describe
 our initial Business Combination.

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

 We may seek to enter into a Business Combination transaction agreement with a prospective
 target that requires as a closing condition that we have a minimum net worth or a
 certain amount of cash. If too many Public Shareholders exercise their redemption
 rights, we would not be able to meet such closing condition and, as a result, would
 not be able to proceed with the Business Combination. The amount of the deferred underwriting
 commissions payable to the underwriter will not be adjusted for any shares that are
 redeemed in connection with a Business Combination and such amount of deferred underwriting
 discount is not available for us to use as consideration in an initial Business Combination.
 If we are able to consummate an initial Business Combination, the per-share value
 of shares held by non-redeeming shareholders will reflect our obligation to pay and
 the payment of the deferred underwriting commissions.

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

 At the time we enter into an agreement for our initial Business Combination, we will
 not know how many shareholders may exercise their redemption rights and, therefore,
 we will need to structure the transaction based on our expectations as to the number
 of shares that will be submitted for redemption. If our initial Business Combination
 agreement requires us to use a portion of the cash in the Trust Account to pay the
 purchase price, or requires us to have a minimum amount of cash at closing, we will
 need to reserve a portion of the cash in the Trust Account to meet such requirements,
 or arrange for third-party financing. In addition, if a larger number of shares is
 submitted for redemption than we initially expected, we may need to restructure the
 transaction to reserve a greater portion of the cash in the Trust Account or arrange
 for third-party financing. Raising additional third-party financing may involve dilutive
 equity issuances or the incurrence of indebtedness at higher than desirable levels.
 The above considerations may limit our ability to complete the most desirable Business
 Combination available to us or optimize our capital structure.

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

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

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

 Any potential target business with which we enter
into negotiations concerning a Business Combination will be aware that we must complete our initial Business Combination by May 9, 2025.
Consequently, such target business may obtain leverage over us in negotiating a Business Combination, knowing that if we do not complete
our initial Business Combination with that particular target business, we may be unable to complete our initial Business Combination
with any target business. This risk will increase as we get closer to the end of such time period. In addition, we may have limited time
to conduct due diligence and may enter into our initial Business Combination on terms that we would have rejected upon a more comprehensive
investigation. In July 2021, the SEC charged a special purpose acquisition company for misleading disclosures, which could have been
corrected with more adequate due diligence, and obtained substantial relief against the special purpose acquisition company and its sponsor.
Although we will invest in due diligence efforts and commit management time and resources to such efforts, there can be no assurance
that our due diligence will unveil all potential issues with a target business and that we or our Sponsor will not become subject to
regulatory actions related to such efforts.

 We may not be able to complete our initial Business Combination within the prescribed
 time frame, in which case we would cease all operations except for the purpose of
 winding up and we would redeem our Public Shares and liquidate, in which case our
 Public Shareholders may receive only $10.20 per share, or less than such amount in
 certain circumstances, and our warrants will expire worthless.

 Our Sponsor, directors and officers have agreed that
we must complete our initial Business Combination by May 9, 2025. We may not be able to find a suitable target business and complete
our initial Business Combination within such time period. Our ability to complete our initial Business Combination may be negatively
impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein, including as
a result of terrorist attacks, global hostilities, natural disasters or a significant outbreak of infectious diseases. Additionally,
events (such as terrorist attacks, global hostilities, natural disasters or a significant outbreak of other infectious diseases) may
negatively impact businesses we may seek to acquire.

 If we have not completed our initial Business Combination
by May 9, 2025, we will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not
more than 10 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 up to $100,000 of interest
to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish
Public Shareholders' rights as shareholders (including the right to receive further liquidating distributions, if any); and (3)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our board of
directors, liquidate and dissolve, subject in each case to our obligations under Cayman Islands law to provide for claims of creditors
and the requirements of other applicable law. In such case, our Public Shareholders may receive only $10.20 per share, or less than $10.20
per share, on the redemption of their shares, and our warrants will expire worthless. See "- If third parties bring claims against
us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less
than $10.20 per share" and other risk factors herein.

 If we seek shareholder approval for our initial
Business Combination, our Sponsor, directors, officers, advisors or any of their respective affiliates may elect to purchase shares or
warrants from Public Shareholders or warrant holders, which may influence a vote on a proposed Business Combination and reduce the public
"float" of our securities.

 If we seek shareholder approval for our initial Business Combination and we do not
 conduct repurchases in connection with our initial Business Combination pursuant to
 the tender offer rules, our Sponsor, directors, officers, advisors or any of their
 respective affiliates may purchase Public Shares or warrants in privately negotiated
 transactions or in the open market either prior to or following the completion of
 our initial Business Combination. Any such price per share may be different than the
 amount per share a public shareholder would receive if it elected to redeem its shares
 in connection with our initial Business Combination. Additionally, at any time at
 or prior to our initial Business Combination, subject to applicable securities laws
 (including with respect to material nonpublic information), our Sponsor, directors,
 officers, advisors or any of their respective affiliates may enter into transactions
 with investors and others to provide them with incentives to acquire Public Shares,
 vote their Public Shares in favor of our initial Business Combination or not redeem
 their Public Shares. However, our Sponsor, directors, officers, advisors or any of
 their respective affiliates are under no obligation or duty to do so and 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. The purpose of such
 purchases could be to vote such shares in favor of our initial Business Combination
 and thereby increase the likelihood of obtaining shareholder approval of our initial
 Business Combination or to satisfy a closing condition in an agreement with a target
 that requires us to have a minimum net worth or a certain amount of cash at the closing
 of our initial Business Combination, where it appears that such requirement would
 otherwise not be met. The purpose of any such purchases of public warrants could be
 to reduce the number of public warrants outstanding or to vote such warrants on any
 matters submitted to the warrant holders for approval in connection with our initial
 Business Combination. This may result in the completion of our initial Business Combination
 that may not otherwise have been possible.

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

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

 We will comply with the tender offer rules or proxy rules, as applicable, when conducting
 redemptions in connection with our initial Business Combination. Despite our compliance
 with these rules, if a shareholder fails to receive our tender offer or proxy materials,
 as applicable, such shareholder may not become aware of the opportunity to redeem
 its shares. In addition, the tender offer documents or proxy materials, as applicable,
 that we will furnish to holders of our Public Shares in connection with our initial
 Business Combination will describe the various procedures that must be complied with
 in order to validly tender or redeem Public Shares. In the event that a shareholder
 fails to comply with these procedures, its shares may not be redeemed.

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

 We are exempt from certain rules promulgated by the SEC related to certain blank check
 companies, such as Rule 419. Accordingly, investors are not afforded the benefits or protections of those rules.
 Among other things, this means we will have a longer period of time to complete our
 initial Business Combination than do companies subject to Rule 419. Moreover, if the Initial Public Offering was subject to Rule 419, that rule would prohibit the release of any interest earned on funds held in the
 Trust Account to us unless and until the funds in the Trust Account were released
 to us in connection with our completion of an initial Business Combination.

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

 If we seek shareholder approval for our initial Business Combination and we do not
 conduct repurchases in connection with our initial Business Combination pursuant to
 the tender offer rules, our amended 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 shares with respect
 to more than an aggregate of 15% of the shares sold in the Initial Public Offering,
 which we refer to as the "Excess Shares," without our prior consent. However, we would not be restricting our shareholders' ability to vote all of their shares (including Excess Shares) for or against our
 initial Business Combination. Your inability to redeem the Excess Shares will reduce
 your influence over our ability to complete our initial Business Combination and you
 could suffer a material loss on your investment in us if you sell Excess Shares in
 open market transactions. Additionally, you will not receive redemption distributions
 with respect to the Excess Shares if we complete our initial Business Combination.
 And as a result, you will continue to hold that number of shares exceeding 15% and,
 in order to dispose of such shares, would be required to sell your shares in open
 market transactions, potentially at a loss.

 Because of our limited resources and the significant competition for Business Combination
 opportunities, it may be more difficult for us to complete our initial Business Combination.
 If we have not completed our initial Business Combination within the required time
 period, our Public Shareholders may receive only approximately $10.20 per share, or
 less in certain circumstances, on our redemption of their shares, and our warrants
 will expire worthless.

 We expect to encounter intense competition from other entities having a business objective
 similar to ours, including private investors (which may be individuals or investment
 partnerships), other blank check companies and other entities, domestic and international,
 competing for the types of businesses we intend to acquire. Many of these individuals
 and entities are well established and have extensive experience in identifying and
 effecting, directly or indirectly, acquisitions of companies operating in or providing
 services to various industries. Many of these competitors possess greater technical,
 human and other resources or more local industry knowledge than we do and our financial
 resources will be relatively limited when contrasted with those of many of these competitors.
 Additionally, the number of blank check companies looking for Business Combination
 targets has increased compared to recent years and many of these blank check companies
 are sponsored by entities or persons that have significant experience with completing
 Business Combinations. While we believe there are numerous target businesses we could
 potentially acquire with the net proceeds of the Initial Public Offering and

 the sale
 of the Private Placement Warrants, our ability to compete with respect to the acquisition
 of certain target businesses that are sizable will be limited by our available financial
 resources. This inherent competitive limitation gives others an advantage in pursuing
 the acquisition of certain target businesses. Furthermore, in the event we seek shareholder
 approval for our initial Business Combination and we are obligated to pay cash for
 our Class A ordinary shares, it will potentially reduce the resources available to
 us for our initial Business Combination. Any of these obligations may place us at
 a competitive disadvantage in successfully negotiating a Business Combination. If
 we have not completed our initial Business Combination within the required time period,
 our Public Shareholders may receive only approximately $10.20 per share, or less in
 certain circumstances, on the liquidation of our Trust Account and our warrants will
 expire worthless. See "- If third parties bring claims against us, the proceeds held in the Trust Account
 could be reduced and the per-share redemption amount received by shareholders may
 be less than $10.20 per share" and other risk factors herein.

 Due to the number of special purpose acquisition companies, there may be more competition
 to find an attractive target for an initial Business Combination. This could increase
 the costs associated with completing our initial Business Combination and may result
 in our inability to find a suitable target for our initial Business Combination and/or
 complete our initial Business Combination.

 In recent years, the number of special purpose acquisition companies that have been
 formed has increased substantially. Many companies have entered into Business Combinations
 with special purpose acquisition companies, and there are still many special purpose
 acquisition companies seeking targets for their initial Business Combination, as well
 as many additional special purpose acquisition companies currently in registration.
 As a result, at times, fewer attractive targets may be available, and it may require
 more time, effort and resources to identify a suitable target for an initial Business
 Combination and/or complete our initial Business Combination.

 In addition, because there are more special purpose acquisition companies seeking
 to enter into an initial Business Combination with available targets, the competition
 for available targets with attractive fundamentals or business models may increase,
 which could cause target companies to demand improved financial terms. Attractive
 deals could also become scarcer for other reasons, such as economic or industry sector
 downturns, geopolitical tensions or increases in the cost of additional capital needed
 to close Business Combinations or operate targets post-Business Combination. This
 could increase the cost of, delay or otherwise complicate or frustrate our ability
 to find a suitable target for and/or complete our initial Business Combination.

 If the funds not being held in the Trust
Account are insufficient to allow us to operate until May 9, 2025, we may be unable to complete our initial Business Combination.

 The funds available to us outside of the Trust Account
may not be sufficient to allow us to operate until May 9, 2025, assuming that our initial Business Combination is not completed during
that time. We expect to incur significant costs in pursuit of our acquisition plans. Management's plans to address this need for
capital through potential additional loans from certain of our affiliates are discussed in "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations." However, our affiliates are not obligated to make loans to us in
the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund our expenses. Any such event
in the future may negatively impact the analysis regarding our ability to continue as a going concern at such time.

 Of the funds available to us, we could use a portion of the funds to pay fees to consultants
 to assist us with our search for a target business. We could also use a portion of
 the funds as a down payment or to fund a "no-shop" provision (a provision in letters of intent or merger agreement designed to keep
 target businesses from "shopping" around for transactions with other companies or investors on terms more favorable
 to such target businesses) with respect to a particular proposed Business Combination,
 although we do not have any current intention to do so. If we enter into a letter
 of intent or merger agreement where we paid for the right to receive exclusivity from
 a target business and were subsequently required to forfeit such funds (whether as
 a result of our breach or otherwise), we might not have sufficient funds to continue
 searching for, or conduct due diligence with respect to, a target business. If we
 have not completed our initial Business Combination within the required time period,
 our Public Shareholders may receive only approximately $10.20 per share, or less in
 certain circumstances, on the liquidation of our Trust Account and our warrants will
 expire worthless. See "- If third parties bring claims against us, the proceeds held in the Trust Account
 could be reduced and the per-share redemption amount received by shareholders may
 be less than $10.20 per share" and other risk factors herein.

 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

 Recently, the market for directors and officers liability insurance for special purpose
 acquisition companies has changed in ways adverse to us and our management team. Fewer
 insurance companies are offering quotes for directors and officers liability coverage,
 the premiums charged for such policies have generally increased and the terms of such
 policies have generally become less favorable. These trends may continue into the
 future.

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

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

 If third parties bring claims against us, the proceeds held in the Trust Account could
 be reduced and the per-share redemption amount received by shareholders may be less
 than $10.20 per share.

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

 Examples of possible instances where we may engage a third party that refuses to execute
 a waiver include the engagement of a third-party consultant whose particular expertise
 or skills are believed by management to be significantly superior to those of other
 consultants that would agree to execute a waiver or in cases where we are unable to
 find a service provider willing to execute a waiver. In addition, there is no guarantee
 that such entities will agree to waive any claims they may have in the future as a
 result of, or arising out of, any negotiations, contracts or agreements with us and
 will not seek recourse against the Trust Account for any reason. Upon redemption of
 our Public Shares, if we have not completed our initial Business Combination within
 the required time period, or upon the exercise of a redemption right in connection
 with our initial Business Combination, we will be required to provide for payment
 of claims of creditors that were not waived that may be brought against us within
 the 10 years following redemption. Accordingly, the per-share redemption amount received
 by Public Shareholders could be less than the $10.20 per public share initially held
 in the Trust Account, due to claims of such creditors.

 Our Sponsor has agreed that it will be liable to us if and to the extent any claims
 by a third party (other than our independent auditors) for services rendered or products
 sold to us, or a prospective target business with which we have discussed entering
 into a transaction agreement, reduce the amount of funds in the Trust Account to below
 (1) $10.20 per public share or (2) such lesser amount per public share held in the
 Trust Account as of the date of the liquidation of the Trust Account due to reductions
 in the value of the trust assets,

 except as to any claims by a third party who executed
 a waiver of any and all rights to seek access to the Trust Account and except as to
 any claims under our indemnity of the underwriter of the Initial Public Offering against
 certain liabilities, including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). Moreover, in the event that an executed waiver is deemed to be unenforceable against
 a third party, our Sponsor will not be responsible to the extent of any liability
 for such third-party claims. We have not independently verified whether our Sponsor
 has sufficient funds to satisfy its indemnity obligations and believe that our Sponsor's only assets are securities of our company. Our Sponsor may not have sufficient funds
 available to satisfy those obligations. We have not asked our Sponsor to reserve for
 such obligations, and therefore, no funds are currently set aside to cover any such
 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 $10.20 per public share. In such event, we may not be
 able to complete our initial Business Combination, and you would receive such lesser
 amount per public share in connection with any redemption of your Public Shares. None
 of our directors or officers will indemnify us for claims by third parties, including,
 without limitation, claims by vendors and prospective target businesses.

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

 In the event that the proceeds in the Trust Account are reduced below the lesser of
 (1) $10.20 per public share or (2) such lesser amount per public share held in the
 Trust Account as of the date of the liquidation of the Trust Account due to reductions
 in the value of the trust assets, and our Sponsor asserts that it is unable to satisfy
 its obligations or that it has no indemnification obligations related to a particular
 claim, our independent directors would determine whether to take legal action against
 our Sponsor to enforce its indemnification obligations. While we currently expect
 that our independent directors would take legal action on our behalf against our Sponsor
 to enforce its indemnification obligations to us, it is possible that our independent
 directors in exercising their business judgment may choose not to do so in any particular
 instance. If our independent directors choose not to enforce these indemnification
 obligations, the amount of funds in the Trust Account available for distribution to
 our Public Shareholders may be reduced below $10.20 per share.

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

 If, after we distribute the proceeds in the Trust Account to our Public Shareholders,
 we file a winding-up or bankruptcy petition or an involuntary winding-up or bankruptcy
 petition is filed against us that is not dismissed, any distributions received by
 shareholders could be viewed under applicable debtor/creditor and/or insolvency laws
 as a voidable performance. As a result, a liquidator could seek to recover some or
 all amounts received by our shareholders. In addition, our board of directors may
 be viewed as having breached its fiduciary duty to our creditors and/or having acted
 in bad faith by paying Public Shareholders from the Trust Account prior to addressing
 the claims of creditors, thereby exposing itself and us to claims of punitive damages.

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

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

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

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

 restrictions on the nature of our investments; and

 restrictions on the issuance of securities;

 each of which may make it difficult for us to complete our initial Business Combination.

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

 registration as an investment company with the SEC;

 adoption of a specific form of corporate structure; and

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

 We do not believe that our anticipated principal activities will subject us to the Investment Company Act. The proceeds held in the Trust Account may be invested
 by the trustee only in U.S. government treasury bills with a maturity of 185 days
 or less or in money market funds investing solely in U.S. Treasuries and meeting certain
 conditions under Rule 2a-7 under the Investment Company Act. Additionally, on August 10, 2023, we instructed Continental Stock Transfer & Trust Company, the trustee with respect to
 the Trust Account, to liquidate the U.S. government treasury obligations or money
 market funds held in the Trust Account and thereafter to hold all 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. For these reasons, we believe we will meet the requirements for the exemption provided in Rule 3a-1 promulgated under the Investment Company Act. If we were deemed to be subject
 to the Investment Company Act, compliance with these additional regulatory burdens
 would require additional expenses for which we have not allotted funds and may hinder
 our ability to complete a Business Combination. If we have not completed our initial
 Business Combination within the required time period, our Public Shareholders may
 receive only approximately $10.20 per share, or less in certain circumstances, on
 the liquidation of our Trust Account and our warrants will expire worthless.

 Changes in laws or regulations or how such laws or regulations are interpreted or
 applied, or a failure to comply with any laws or regulations, may adversely affect
 our business, including our ability to negotiate and complete our initial Business
 Combination, and results of operations.

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

 On January 24, 2024, the SEC issued final rules
(the "SPAC Rules") relating to, among other things, (i) disclosures in business combination transactions between special
purpose acquisition companies (each a "SPAC") such as us and private operating companies, (ii) the condensed financial
statement requirements applicable to transactions involving shell companies, and (iii) the use of projections by SPACs in SEC
filings in connection with proposed business combination transactions. The SPAC Rules became effective July 1, 2024. In connection
with the issuance of the SPAC Rules, the SEC also issued guidance (the "SPAC Guidance") regarding the potential
liability of certain participants in proposed business combination transactions and the extent to which SPACs could become subject
to regulation under the Investment Company Act based on certain facts and circumstances such as duration, asset composition, sources
of income, business purpose and activities of the SPAC and its management team in furtherance of such goals.

 Certain of the procedures that we, a potential business
combination target, or others may determine to undertake in connection with the SPAC Rules, or pursuant to the SEC's views expressed
in the SPAC Guidance, may increase the costs and time required to consummate a business combination and may constrain the circumstances
under which we could complete a business combination.

 We may not be able to complete an initial Business Combination since such initial
 Business Combination may be subject to review by a U.S. government entity such as
 the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

 Our Sponsor is a Cayman limited liability company and is not controlled by a non-U.S.
 person. The managing member of our Sponsor is an investment fund, Orion Mine Finance
 Fund III LP ("Orion Mine Finance"), which is a Cayman limited partnership. Orion Mine Finance is controlled by its
 general partner, Orion Mine Finance GP III LP (a Cayman limited partnership) ("Orion GP"), which is ultimately controlled by U.S. persons in the United States. The owners
 of our Sponsor are Orion Mine Finance and Orion GP. In addition, Orion Mine Finance
 employs an investment manager, Orion Mine Finance Management III LLC (a Delaware limited
 liability company), to make investment recommendations to Orion Mine Finance. That
 entity is also controlled by U.S. persons and utilizes personnel in the U.S. and abroad,
 of which 70% are located in the U.S. Although the Company does not believe that any
 of the aforementioned facts or relationships regarding the Sponsor would, by themselves,
 subject a potential initial Business Combination to regulatory review, including review
 by CFIUS, if it were subject to such review because of the parties to a potential
 initial Business Combination or otherwise, the potential initial Business Combination
 could be delayed or prohibited.

 If we have not completed our initial Business Combination within the allotted time
 period, our Public Shareholders may be forced to wait beyond such allotted time period
 before redemption from our Trust Account.

 If we have not completed our initial Business Combination by May 9, 2025, we will distribute the aggregate amount then on deposit in the Trust Account, including
 interest earned on the funds held in the Trust Account (less up to $100,000 of interest
 to pay dissolution expenses), pro rata to our Public Shareholders by way of redemption
 and cease all operations except for the purposes of winding up of our affairs, as
 further described herein. Any redemption of Public Shareholders from the Trust Account
 shall be effected automatically by function of our amended Charter prior to any voluntary winding up. If we are required to windup, liquidate the Trust
 Account and distribute such amount therein, pro rata, to our Public Shareholders,
 as part of any liquidation process, such winding up, liquidation and distribution
 must comply with the applicable provisions of the Companies Act (as revised) of the
 Cayman Islands (the "Companies Act"). In that case, investors may be forced to wait beyond the allotted time period before
 the redemption proceeds of our Trust Account become available to them and they receive
 the return of their pro rata portion of the proceeds from our Trust Account. We have
 no obligation to return funds to investors prior to the date of our redemption or
 liquidation unless, prior thereto, we consummate our initial Business Combination
 or amend certain provisions of our amended Charter and then only in cases where investors have properly sought to redeem their Class
 A ordinary shares. Only upon our redemption or any liquidation will Public Shareholders
 be entitled to distributions if we have not completed our initial Business Combination
 within the required time period and do not amend certain provisions of our amended Charter prior thereto.

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

 If we are forced to enter into an insolvent liquidation, any distributions received
 by shareholders could be viewed as an unlawful payment if it was proved that immediately
 following the date on which the distribution was made, we were unable to pay our debts
 as they fall due in the ordinary course of business. As a result, a liquidator could
 seek to recover some or all amounts received by our shareholders. Furthermore, our
 directors may be viewed as having breached their fiduciary duties to us or our creditors
 and/or may have acted in bad faith, and thereby exposing themselves and our company
 to claims, by paying Public Shareholders from the Trust Account prior to addressing
 the claims of creditors. We cannot assure you that claims will not be brought against
 us for these reasons. We and our directors and officers who knowingly and willfully
 authorized or permitted any distribution to be paid out of our share premium account
 while we were unable to pay our debts as they fall due in the ordinary course of business
 would be guilty of an offense and may be liable for a fine of up to approximately
 $18,300 and to imprisonment for up to five years in the Cayman Islands.

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

 At or after the time of our initial Business Combination, our initial shareholders
 and their permitted transferees can demand that we register the resale of their Founder
 Shares after those shares convert to our Class A ordinary shares. In addition, our
 Sponsor and its permitted transferees can demand that we register the resale of the
 Private Placement Warrants and the Class A ordinary shares issuable upon exercise
 of the Private Placement Warrants, holders of our forward purchase securities and
 their permitted transferees can demand that we register the forward purchase shares
 and the forward purchase warrants (and the underlying Class A ordinary shares) and
 holders of warrants that may be issued upon conversion of working capital loans or extension loans may demand that we register the resale of such warrants or the Class A ordinary shares
 issuable upon exercise of such warrants. We will bear the cost of registering these
 securities. The registration and availability of such a significant number of securities
 for trading in the public market may have an adverse effect on the market price of
 our Class A ordinary shares. In addition, the existence of the registration rights
 may make our initial Business Combination more costly or difficult to conclude. This
 is because the shareholders of the target business may increase the equity stake they
 seek in the combined entity or ask for more cash consideration to offset the negative
 impact on the market price of our Class A ordinary shares that is expected when the
 ordinary shares owned by our initial shareholders or their permitted transferees,
 our Private Placement Warrants, our forward purchase securities or warrants issued
 in connection with working capital loans or extension loans are registered for resale.

 In the event that a waiver is granted as described in the prospectus related to the
 Initial Public Offering, we may enter into an initial Business Combination with a
 target in any given industry, sector, geographic area or specific target businesses,
 in which case you will be unable to ascertain the merits or risks of any particular
 target business's operations.

 We may seek to complete a Business Combination with an operating company of any size
 (subject to our satisfaction of the 80% of net assets test) and in any industry, sector
 or geographic area. However, we will not, under our amended Charter, be permitted to effectuate our initial Business Combination solely with another
 blank check company or similar company with nominal operations. To the extent we complete
 our initial Business Combination, we may be affected by numerous risks inherent in
 the business operations with which we combine. For example, if we combine with a financially
 unstable business or an entity lacking an established record of sales or earnings,
 we may be affected by the risks inherent in the business and operations of a financially
 unstable or development stage entity. Although our directors and officers will endeavor
 to evaluate the risks inherent in a particular target business, we cannot assure you
 that we will properly ascertain or assess all of the significant risk factors or that
 we will have adequate time to complete due diligence. Furthermore, some of these risks
 may be outside of our control and leave us with no ability to control or reduce the
 chances that those risks will adversely impact a target business. We also cannot assure
 you that an investment in our securities will not ultimately prove to be less favorable
 to our investors than a direct investment, if such opportunity were available, in
 a Business Combination target. Accordingly, any shareholder or warrant holder who
 chooses to remain a shareholder or warrant holder, respectively, following our initial
 Business Combination could suffer a reduction in the value of their securities. Such
 shareholders and warrant holders are unlikely to have a remedy for such reduction
 in value.

 We intend to enter into an initial Business Combination with a target in the global
 mining industry; however, in the event that a waiver is granted as described in the
 prospectus related to the Initial Public Offering, we may seek acquisition opportunities
 in industries outside of our management's areas of expertise.

 We intend to enter into an initial Business Combination with a target in the global
 mining industry. However, in the event that a waiver is granted as described in the
 prospectus related to the Initial Public Offering, then we may consider a Business
 Combination in industries outside of our management's areas of expertise, if a Business Combination candidate is presented to us and we
 determine that such candidate offers an attractive acquisition opportunity for our
 company. In the event we elect to pursue an acquisition outside of the areas of our
 management's expertise, our management's expertise may not be directly applicable to its evaluation or operation, and our
 management's expertise would not be relevant to an understanding of the business that we elect
 to acquire. As a result, our management may not be able to adequately ascertain or
 assess all of the significant risk factors relevant to such acquisition. Accordingly,
 any shareholder or warrant holder who chooses to remain a shareholder or warrant holder,
 respectively, following our initial Business Combination could suffer a reduction
 in the value of their securities. Such shareholders and warrant holders are unlikely
 to have a remedy for such reduction in value.

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

 Except as described in the prospectus related to the Initial Public Offering, we intend
 to pursue an initial Business Combination with a target in the global mining industry.
 Although we have identified general criteria and guidelines for evaluating prospective
 target businesses in this industry, it is possible that a target business with which
 we enter into our initial Business Combination will not have all of these positive
 attributes. If we complete our initial Business Combination with a target that does
 not meet some or all of these criteria and guidelines, such combination may not be
 as successful as a combination with a business that does meet all of our general criteria
 and guidelines. In addition, if we announce a prospective Business Combination with
 a target that does not meet our general criteria and guidelines, a greater number
 of shareholders may exercise their redemption rights, which may make it difficult
 for us to meet any closing condition with a target business that requires us to have
 a minimum net worth or a certain amount of cash. In addition, if shareholder approval
 of the transaction is required by applicable law or stock exchange listing requirements,
 or we decide to obtain shareholder approval for business or other reasons, it may
 be more difficult for us to attain shareholder approval of our initial Business Combination
 if the target business does not meet our general criteria and guidelines. If we have
 not completed our initial Business Combination within the required time period, our
 Public Shareholders may receive only approximately $10.20 per share, or less in certain
 circumstances, on the liquidation of our Trust Account and our warrants will expire
 worthless.

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

 To the extent we complete our initial Business Combination with an early stage company,
 a financially unstable business or an entity lacking an established record of sales
 or earnings, we may be affected by numerous risks inherent in the operations of the
 business with which we combine. These risks include investing in a business without
 a proven business model and with limited historical financial data, volatile revenues
 or earnings, intense competition and difficulties in obtaining and retaining key personnel.
 Although our directors and officers will endeavor to evaluate the risks inherent in
 a particular target business, we may not be able to properly ascertain or assess all
 of the significant risk factors and we may not have adequate time to complete due
 diligence. Furthermore, some of these risks may be outside of our control and leave
 us with no ability to control or reduce the chances that those risks will adversely
 impact a target business.

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

 Our amended Charter authorizes the issuance of up
to 500,000,000 Class A ordinary shares, par value $0.0001 per share, 50,000,000 Class B ordinary shares, par value $0.0001 per share,
and 5,000,000 undesignated preference shares, par value $0.0001 per share. As of December 31, 2024, there were 492,870,442 and 42,500,000
authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance, which amount takes
into account shares reserved for issuance upon exercise of outstanding warrants, the forward purchase warrants or shares issuable upon
the sale of the forward purchase shares, but not upon conversion of the Class B ordinary shares. Class B ordinary shares are convertible
into Class A ordinary shares, initially at a one-for-one ratio but subject to adjustment as set forth herein. As of December 31, 2024,
there were no preference shares issued and outstanding.

 We may issue a substantial number of additional Class A ordinary shares, and may issue
 preference shares, in order to complete our initial Business Combination or under
 an employee incentive plan after completion of our initial Business Combination. We
 may also enter into forward purchase agreements or other commitments to purchase our
 securities after closing of Initial Public Offering and prior to completion of our
 initial Business Combination. We may also issue Class A ordinary shares in connection
 with the redemption of our the warrants or upon conversion of the Class B ordinary
 shares at a ratio greater than one-to-one at the time of our initial Business Combination
 as a result of the anti-dilution provisions contained in our amended Charter. However, our amended Charter provides, among other things, that prior to our initial Business Combination, we may not issue
 additional ordinary shares that would entitle the holders thereof to (1) receive funds
 from the Trust Account or (2) vote as a class with our Public Shares on any initial
 Business Combination. The issuance of additional ordinary shares or preference shares:

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

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

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

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

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

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

 Our initial Business Combination or reincorporation may result in taxes imposed on
 shareholders or warrant holders.

 We may, subject to requisite shareholder approval by special resolution under the
 Companies Act, effect a Business Combination with a target company in another jurisdiction,
 reincorporate in the jurisdiction in which the target company or business is located,
 or reincorporate in another jurisdiction. Such transactions may result in tax liability
 for a shareholder or warrant holder in the jurisdiction in which the shareholder or
 warrant holder is a tax resident (or in which its members are resident if it is a
 tax transparent entity), in which the target company is located, or in which we reincorporate.
 In the event of a reincorporation pursuant to our initial Business Combination, such
 tax liability may attach prior to any consummation of redemptions. We do not intend
 to make any cash distributions to pay such taxes.

 Failure to maintain our status as tax resident solely in the Cayman Islands could
 adversely affect our financial and operating results. Our intention is that prior
 to our initial Business Combination we should be resident solely in the Cayman Islands.

 Continued attention must be paid to ensure that major decisions by the Company are
 not made from another jurisdiction, since this could cause us to lose our status as
 tax resident solely in the Cayman Islands. The composition of the board of directors,
 the place of residence of the individual members of the board of directors and the
 location(s) in which the board of directors makes decisions will all be important
 factors in determining and maintaining our tax residence in the Cayman Islands. If
 we were to be considered as tax resident within another jurisdiction, we may be subject
 to additional tax in that jurisdiction, which could negatively affect our financial
 and operating results, and/or our shareholders' or warrant holders' investment returns could be subject to additional or increased taxes (including withholding
 taxes).

 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 required time period, our Public Shareholders may receive only approximately $10.20
 per share, or less than such amount in certain circumstances, on the liquidation of
 our Trust Account and our warrants will expire worthless.

 We anticipate that the investigation of each specific target business and the negotiation,
 drafting and execution of relevant agreements, disclosure documents and other instruments
 will require substantial management time and attention and substantial costs for accountants,
 attorneys and others. If we decide not to complete a specific initial Business Combination,
 the costs incurred up to that point for the proposed transaction likely would not
 be recoverable. Furthermore, if we reach an agreement relating to a specific target
 business, we may fail to complete our initial Business Combination for any number
 of reasons including those beyond our control. Any such event will result in a loss
 to us of the related costs incurred which could materially adversely affect subsequent
 attempts to locate and acquire or merge with another business. If we have not completed
 our initial Business Combination within the required time period, our Public Shareholders
 may receive only approximately $10.20 per share, or less in certain circumstances,
 on the liquidation of our Trust Account and our warrants will expire worthless.

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

 In light of the involvement of our Sponsor, directors and officers with other entities,
 we may decide to acquire one or more businesses affiliated with our Sponsor, directors
 and officers. Certain of our directors and officers also serve as officers and board
 members for other entities, including those described under "Item 10. Directors, Executive Officers and Corporate Governance - Conflicts of Interest." Such entities may compete with us for Business Combination opportunities. Although
 we will not be specifically focusing on, or targeting, any transaction with any affiliated
 entities, we would pursue such a transaction if we determined that such affiliated
 entity met our criteria and guidelines for a Business Combination and such transaction
 was approved by a majority of our independent and disinterested directors. Despite
 our agreement that we, or a committee of independent and disinterested directors,
 will obtain an opinion from an independent investment banking firm or another valuation
 or appraisal firm that regularly renders fairness opinions on the type of target business
 we are seeking to acquire, regarding the fairness to our company from a financial
 point of view of a Business Combination with one or more businesses affiliated with
 our Sponsor, directors or officers, potential conflicts of interest still may exist
 and, as a result, the terms of the Business Combination may not be as advantageous
 to our Public Shareholders as they would be absent any conflicts of interest.

 Since our initial shareholders will lose their entire investment in us if our initial
 Business Combination is not completed, a conflict of interest may arise in determining
 whether a particular Business Combination target is appropriate for our initial Business

 Our initial shareholders hold 7,500,000 Class
B ordinary shares, as of the date of this Annual Report, including 5,905,000 held by our Sponsor and 1,170,000 held by Orion Mine Finance
GP III LP, an affiliate of the sponsor. The Founder Shares will be worthless if we do not complete an initial Business Combination. Our
Sponsor, its affiliate and certain directors and officers of the company purchased an aggregate of 14,000,000 Private Placement Warrants,
each exercisable for one Class A ordinary share, for a purchase price of $14,000,000 in the aggregate, or $1.00 per warrant, that will
also be worthless if we do not complete a Business Combination. Each Private Placement Warrant may be exercised for one Class A ordinary
share at a price of $11.50 per share, subject to adjustment.

 The Founder Shares are identical to the ordinary
shares included in the Units except that: (1) prior to our initial Business Combination, only holders of the Founder Shares have the
right to vote on the appointment of directors and holders of a majority of our Founder Shares may remove a member of the board of directors
for any reason; (2) the Founder Shares are subject to certain transfer restrictions; (3) our initial shareholders, directors and officers
have entered into a letter agreement with us, pursuant to which they have agreed to waive: (i) their redemption rights with respect to
any Founder Shares and Public Shares held by them, as applicable, in connection with the completion of our initial Business Combination;
(ii) their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with a shareholder vote
to amend our amended Charter (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial
Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination by May 9, 2025 or
(B) with respect to any other provision relating to shareholders' rights or pre-initial Business Combination activity; and (iii)
their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if we fail to complete
our initial Business Combination by May 9, 2025 (although they will be entitled to liquidating distributions from the Trust Account with
respect to any Public Shares they hold if we fail to complete our initial Business Combination within the prescribed time frame); (4)
the Founder Shares will automatically convert into our Class A ordinary shares at the time of our initial Business Combination, or earlier
at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights, as described in
more detail below; and (5) the Founder Shares are entitled to registration rights. If we submit our initial Business Combination to our
Public Shareholders for a vote, our initial shareholders have agreed (and their permitted transferees will agree), pursuant to the terms
of a letter agreement entered into with us, to vote their Founder Shares and any Public Shares held by them purchased during or after
the Initial Public Offering in favor of our initial Business Combination.

 The personal and financial interests of our Sponsor, directors and officers may influence
 their motivation in identifying and selecting a target Business Combination, completing
 an initial Business Combination and influencing the operation of the business following
 the initial Business Combination. This risk may become more acute as the deadline
 to complete our initial Business Combination nears.

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

 We may choose to incur substantial debt to complete our initial Business Combination.
 We have agreed that we will not incur any indebtedness unless we have obtained from
 the lender a waiver of any right, title, interest or claim of any kind in or to the
 monies held in the Trust Account. As such, no issuance of debt will affect the per-share
 amount available for redemption from the Trust Account. Nevertheless, the incurrence
 of debt could have a variety of negative effects, including:

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

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

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

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

 our inability to pay dividends on our ordinary shares;

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

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

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

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

 We may be able to complete only one Business Combination with the proceeds of the
 Initial Public Offering and the sale of the Private Placement Warrants and the forward
 purchase Units, which will cause us to be solely dependent on a single business which
 may have a limited number of products or services. This lack of diversification may
 negatively impact our operations and profitability.

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

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

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

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

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

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

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

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

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

 Our amended Charter does not provide a specified maximum repurchase threshold. As a result, we may be able
 to complete our initial Business Combination even though a substantial majority of
 our Public Shareholders do not agree with the transaction and have redeemed their
 shares or, if we seek shareholder approval for our initial Business Combination and
 do not conduct redemptions in connection with our initial Business Combination pursuant
 to the tender offer rules, have entered into privately negotiated agreements to sell
 their shares to our Sponsor, directors, officers, advisors or any of their respective
 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 shares, and all ordinary shares submitted for
 redemption will be returned to the holders thereof, and we instead may search for
 an alternate Business Combination (including, potentially, with the same target).

 In order to effectuate an initial Business Combination, blank check companies have,
 in the past, amended various provisions of their charters and modified governing instruments,
 including their warrant agreements. We cannot assure you that we will not seek to
 amend our amended Charter or governing instruments in a manner that will make it easier for us to complete
 our initial Business Combination that some of our shareholders may not support.

 In order to effectuate an initial Business Combination, blank check companies have,
 in the recent past, amended various provisions of their charters and modified governing
 instruments, including their warrant agreements. For example, blank check companies
 have amended the definition of Business Combination, increased redemption thresholds
 and extended the time to consummate an initial Business Combination and, with respect
 to their warrants, amended their warrant agreements to require the warrants to be
 exchanged for cash and/or other securities. Amending our amended Charter requires at least a special resolution of our shareholders as a matter of Cayman
 Islands law. A resolution is deemed to be a special resolution as a matter of Cayman
 Islands law where it has been approved by either (1) holders of at least two-thirds
 (or any higher threshold specified in a company's articles of association) of a company's ordinary shares at a general meeting for which notice specifying the intention to
 propose the resolution as a special resolution has been given or (2) if so authorized
 by a company's articles of association, by a unanimous written resolution of all of the Company's shareholders. Our amended Charter provides that special resolutions must be approved either by holders of at least two-thirds
 of our ordinary shares who attend and vote at a general meeting (i.e., the lowest
 threshold permissible under Cayman Islands law) (other than amendments relating to
 provisions governing the appointment or removal of directors prior to our initial
 Business Combination, which require the approval of the holders of a majority of at
 least 90% of our ordinary shares attending and voting in a general meeting), or by
 a unanimous written resolution of all of our shareholders. The warrant agreement provides
 that (a) the terms of the warrants may be amended without the consent of any holder
 for the purpose of (i) curing any ambiguity or correct any mistake, including to conform
 the provisions of the warrant agreement to the description of the terms of the warrants
 and the warrant agreement set forth in the prospectus related to the Initial Public
 Offering, or defective provision (ii) removing or reducing the Company's ability to redeem the public warrants and, if applicable, a corresponding amendment
 to the Company's ability to redeem the Private Placement Warrants, (iii) removing any cap on the
 number of shares that are issuable upon a cashless exercise of a warrant or (iv) adding
 or changing any provisions with respect to matters or questions arising under the
 warrant agreement as the parties to the warrant agreement may deem necessary or desirable
 and that the parties deem to not adversely affect the rights of the registered holders
 of the warrants under the warrant agreement in any material respect, (b) the terms
 of the warrants may be amended with the vote or written consent of at least 50% of
 the then outstanding public warrants and private warrants, voting together as a single
 class, to allow for the warrants to be classified as equity in our financial statements
 and (c) all other modifications or amendments require the vote or written consent
 of at least 65% of the then outstanding public warrants and, solely with respect to
 any amendment to the terms of the Private Placement Warrants or any provision of the
 warrant agreement with respect to the Private Placement Warrants, at least 65% of
 the then outstanding Private Placement Warrants. We cannot assure you that we will
 not seek to amend our amended Charter or governing instruments, including the warrant agreement, or extend the time to
 consummate an initial Business Combination in order to effectuate our initial Business
 Combination. To the extent any of such amendments would be deemed to fundamentally
 change the nature of any of the securities offered through this registration statement,
 we would register, or seek an exemption from registration for, the affected securities.

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

 Some other blank check companies have a provision in their charter which prohibits
 the amendment of certain of its provisions, including those which relate to a company's pre-Business Combination activity, without approval by holders of a certain percentage
 of the Company's shares. In those companies, amendment of these provisions typically requires approval
 by holders holding between 90% and 100% of the Company's Public Shares. Our amended Charter provides that any of its provisions, including those related to pre-Business Combination activity
 (including the requirement to deposit proceeds of the Initial Public Offering and
 the sale of Private Placement Warrants into the Trust Account and not release such
 amounts except in specified circumstances), may be amended if approved by holders
 of at least two-thirds of our ordinary shares who attend and vote at a general meeting,
 and corresponding provisions of the trust agreement governing the release of funds
 from our Trust Account may be amended if approved by holders of 65% of our ordinary
 shares (other than amendments relating to provisions governing the appointment or
 removal of directors prior to our initial Business Combination, which require the
 approval of the holders of a majority of at least 90% of our ordinary shares attending
 and voting in a general meeting). Our initial shareholders, who collectively beneficially
 own 23% of our issued and outstanding ordinary shares, may participate in any vote to amend our amended Charter and/or trust agreement and will have the discretion to vote in any manner they choose.
 As a result, we may be able to amend the provisions of our amended Charter which govern our pre-Business Combination behavior more easily than some other blank
 check companies, and this may increase our ability to complete our initial Business
 Combination with which you do not agree. In certain circumstances, our shareholders
 may pursue remedies against us for any breach of our amended Charter.

 We may be unable to obtain additional financing to complete our initial Business Combination
 or to fund the operations and growth of a target business, which could compel us to
 restructure or abandon a particular Business Combination.

 If the net proceeds of the Initial Public Offering and the sale of the Private Placement
 Warrants and the forward purchase Units available to us prove to be insufficient,
 either because of the size of our initial Business Combination, the depletion of the
 available net proceeds in search of a target business, the obligation to redeem for
 cash a significant number of shares from shareholders who elect redemption in connection
 with our initial Business Combination or the terms of negotiated transactions to purchase
 shares in connection with our initial Business Combination, we may be required to
 seek additional financing or to abandon the proposed Business Combination. We cannot
 assure you that such financing will be available on acceptable terms, if at all. To
 the extent that additional financing proves to be unavailable when needed to complete
 our initial Business Combination, we would be compelled to either restructure the
 transaction or abandon that particular Business Combination and seek an alternative
 target business candidate.

 In addition, even if we do not need additional financing to complete our initial Business
 Combination, we may require such financing to fund the operations or growth of the
 target business. The failure to secure additional financing could have a material
 adverse effect on the continued development or growth of the target business. None
 of our directors, officers or shareholders is required to provide any financing to
 us in connection with or after our initial Business Combination. If we have not completed
 our initial Business Combination within the required time period, our Public Shareholders
 may receive only approximately $10.20 per share, or less in certain circumstances,
 on the liquidation of our Trust Account, and our warrants will expire worthless.

 Our initial shareholders will control the appointment of our board of directors until
 consummation of our initial Business Combination and will hold a substantial interest
 in us. As a result, they will appoint all of our directors prior to our initial Business
 Combination and may exert a substantial influence on actions requiring shareholder
 vote, potentially in a manner that you do not support.

 Our initial shareholders own 23% of our issued and outstanding ordinary shares. In addition, prior to our initial Business
 Combination, holders of the Founder Shares will have the right to appoint all of our
 directors and may remove members of our board of directors for any reason. Holders
 of our Public Shares will have no right to vote on the appointment of directors during
 such time. These provisions of our amended Charter may only be amended by a special resolution passed by the holders of a majority of
 at least 90% of our ordinary shares attending and voting in a general meeting. As
 a result, you will not have any influence over the appointment of directors prior
 to our initial Business Combination.

 In addition, as a result of their substantial ownership in our company, our initial
 shareholders may exert a substantial influence on other actions requiring a shareholder
 vote, potentially in a manner that you do not support, including amendments to our
 amended Charter and approval of major corporate transactions. If our initial shareholders purchase
 any Class A ordinary shares in the open market or in privately negotiated transactions,
 this would increase their influence over these actions. Accordingly, our initial shareholders
 will exert significant influence over actions requiring a shareholder vote at least
 until the completion of our initial Business Combination. The forward purchase shares
 will not be issued until completion of our initial Business Combination, and, accordingly,
 will not be included in any shareholder vote until such time.

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

 Unlike some blank check companies, if

 i.
 we issue additional ordinary shares or equity-linked securities
for capital raising purposes in connection with the closing of the initial Business Combination (excluding any issuance of forward purchase
securities) at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue
price to be determined in good faith by our board of directors and, in the case of any such issuance to the Sponsor or its affiliates,
without taking into account any Founder Shares held by the Sponsor 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 our initial Business Combination on the date
of the completion of our initial Business Combination (net of redemptions), and

 iii.
 the volume weighted average trading price of our Class A ordinary
shares during the 20 trading day period starting on the trading day prior to the day on which we consummate our initial Business Combination
(such price, the "Market Value") is below $9.20 per share,

 then the exercise price of the warrants will be adjusted to be equal to 115% of the
 higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption
 trigger price applicable to our warrants will be adjusted (to the nearest cent) to
 be equal to 180% of the higher of the Market Value and the Newly Issued Price, and
 the $10.00 per share redemption trigger price applicable to our warrants will be adjusted
 (to the nearest cent) to be equal to the higher of the Market Value and the Newly
 Issued Price. This may make it more difficult for us to consummate an initial Business
 Combination with a target business.

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

 We have issued warrants to purchase 15,000,000 Class A ordinary shares, at a price
 of $11.50 per whole share (subject to adjustment), as part of the Units and, simultaneously
 with the closing of the Initial Public Offering, we issued in the Private Placement
 an aggregate of 14,000,000 Private Placement Warrants, each exercisable to purchase
 one Class A ordinary share at a price of $11.50 per share, subject to adjustment as
 provided herein. We may also issue up to 5,000,000 forward purchase warrants pursuant
 to the forward purchase agreement. Our initial shareholders currently hold 7,500,000
 Class B ordinary shares. The Class B ordinary shares are convertible into Class A
 ordinary shares on a one-for-one basis, subject to adjustment as set forth herein.
 In addition, up to $6,000,000 of the loans made under our working capital loans and extension loans may be settled in whole warrants to purchase Class A ordinary shares at a conversion
 price equal to $1.00 per warrant. Such warrants would be identical to the Private Placement Warrants. To the extent
 we issue Class A ordinary shares to effectuate a Business Combination, the potential
 for the issuance of a substantial number of additional Class A ordinary shares upon
 exercise of these warrants or conversion rights could make us a less attractive acquisition
 vehicle to a target business. Any such issuance will increase the number of issued
 and outstanding Class A ordinary shares and reduce the value of the Class A ordinary
 shares issued to complete the Business Combination. Therefore, our warrants and Founder
 Shares may make it more difficult to effectuate a Business Combination or increase
 the cost of acquiring the target business.

 The Private Placement Warrants are identical to the warrants sold as part of the Units
 except that, so long as they are held by our Sponsor, Orion Mine Finance GP III LP
 (an affiliate of the Sponsor), Nathanael Abebe, certain of our directors or their
 permitted transferees: (1) they will not be redeemable by us (except under certain
 limited exceptions); (2) pursuant to the letter agreement they (including the Class
 A ordinary shares issuable upon exercise of these warrants) may not, subject to certain
 limited exceptions, be transferred, assigned or sold by our Sponsor until 30 days
 after the completion of our initial Business Combination; (3) they may be exercised
 by the holders on a cashless basis; and (4) they (including the ordinary shares issuable
 upon exercise of these warrants) are entitled to registration rights.

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

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

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

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

 Global or regional conditions may adversely affect our business and our ability to
 find an attractive target business with which to consummate our initial Business Combination.

 Adverse changes in global or regional economic conditions periodically occur, including
 recession or slowing growth, changes, or uncertainty in fiscal, monetary or trade
 policy, higher interest rates, tighter credit, inflation, lower capital expenditures
 by businesses, increases in unemployment and lower consumer confidence and spending.
 Adverse changes in economic conditions can harm global business and adversely affect
 our ability to find an attractive target business with which to consummate our initial
 Business Combination. Such adverse changes could result from geopolitical and security
 issues, such as armed conflict and civil or military unrest, political instability,
 human rights concerns and terrorist activity, catastrophic events such as natural
 disasters and public health issues (including the COVID-19 pandemic), supply chain
 interruptions, new or revised export, import or doing-business regulations, including
 trade sanctions and tariffs or other global or regional occurrences.

 In particular, in response to Russia's invasion of Ukraine, the United States, the European Union, and several other countries
 are imposing far-reaching sanctions and export control restrictions on Russian entities
 and individuals. This rising conflict and the resulting market volatility could adversely
 affect global economic, political and market conditions. Additionally, tensions between
 the United States and China have led to increased tariffs and trade restrictions.
 The United States has imposed economic sanctions on certain Chinese individuals and
 entities and restrictions on the export of U.S.-regulated products and technology
 to certain Chinese technology companies. These and other global and regional conditions
 may adversely impact our business and our ability to find an attractive target businesses
 with which to consummate our initial Business Combination.

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

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

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

 costs and difficulties inherent in managing cross-border business
operations and complying with commercial and legal requirements of overseas markets;

 rules and regulations regarding currency redemption;

 complex corporate withholding taxes on individuals;

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

 tariffs and trade barriers;

 regulations related to customs and import/export matters;

 longer payment cycles;

 tax consequences, such as tax law changes, including termination
or reduction of tax and other incentives that the applicable government provides to domestic companies, and variations in tax laws as
compared to the United States;

 currency fluctuations and exchange controls, including devaluations
and other exchange rate movements;

 rates of inflation, price instability and interest rate fluctuations;

 liquidity of domestic capital and lending markets;

 challenges in collecting accounts receivable;

 cultural and language differences;

 employment regulations;

 energy shortages;

 crime, strikes, riots, civil disturbances, terrorist attacks,
global hostilities, natural disasters, wars and other forms of social instability;

 deterioration of political relations with the United States;

 obligatory military service by personnel; and

 government appropriation of assets.

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

 Risks Relating to the Post-Business Combination Company

 We may face risks related to companies in the industry in which we acquire a business.

 Following our initial Business Combination, we will be subject to risks attendant
 with the specific industry in which we operate or target business which we acquire.
 Specifically, Business Combinations with targets operating in certain industries,
 including the metals and mining industry and ancillary service providers thereto,
 may entail special considerations and risks. Any of these risks could have an adverse
 impact on our business, financial condition and operating results following a Business
 Combination. The tender offer or proxy materials, as applicable, that we will furnish
 to holders of our Public Shares in connection with our initial Business Combination
 will disclose material risks related to the business we seek to acquire and the industry
 in which it operates. However, additional risks and uncertainties that we are unaware
 of, or that we believe are not material, at such time may also become important factors
 that adversely affect our business, financial condition and operating results following
 a Business Combination.

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

 Even if we conduct extensive due diligence on a target business with which we combine,
 we cannot assure you that this diligence will identify all material issues that may
 be present with a particular target business that it would be possible to uncover
 all material issues through a customary amount of due diligence, or that factors outside
 of the target business and outside of our control will not later arise. As a result
 of these factors, we may be forced to later write down or write off assets, restructure
 our operations, or incur impairment or other charges that could result in our reporting
 losses. Even if our due diligence successfully identifies certain risks, unexpected
 risks may arise and previously known risks may materialize in a manner not consistent
 with our preliminary risk analysis. Even though these charges may be non-cash items
 and not have an immediate impact on our liquidity, the fact that we report charges
 of this nature could contribute to negative market perceptions about us or our securities.
 In addition, charges of this nature may cause us to violate net worth or other covenants
 to which we may be subject as a result of assuming pre-existing debt held by a target
 business or by virtue of our obtaining post-combination debt financing. Accordingly,
 any shareholder or warrant holder who chooses to remain a shareholder or warrant holder,
 respectively, following our initial Business Combination could suffer a reduction
 in the value of their securities. Such shareholders and warrant holders are unlikely
 to have a remedy for such reduction in value.

 After our initial Business Combination, our results of operations and prospects could
 be subject, to a significant extent, to the economic, political, social and government
 policies, developments and conditions in the country in which we operate.

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

 Our management may not be able to maintain control of a target business after our
 initial Business Combination. We cannot provide assurance that, upon loss of control
 of a target business, new management will possess the skills, qualifications or abilities
 necessary to profitably operate such business.

 We may structure our initial Business Combination so that the post-transaction company
 in which our Public Shareholders own shares will own less than 100% of the equity
 interests or assets of a target business, but we will complete such Business Combination
 only if the post-transaction company owns or acquires 50% or more of the issued and
 outstanding voting securities of the target or otherwise acquires a controlling interest
 in the target business sufficient for us not to be required to register as an investment
 company under the Investment Company Act. We will not consider any transaction that
 does not meet such criteria. Even if the post-transaction company owns 50% or more
 of the voting securities of the target,

 our shareholders prior to our initial Business
 Combination may collectively own a minority interest in the post Business Combination
 company, depending on valuations ascribed to the target and us in our initial Business
 Combination transaction. For example, we could pursue a transaction in which we issue
 a substantial number of new ordinary shares in exchange for all of the issued and
 outstanding capital stock, shares or other equity securities of a target, or issue
 a substantial number of new shares to third-parties in connection with financing our
 initial Business Combination. In this case, we would acquire a 100% interest in the
 target. However, as a result of the issuance of a substantial number of new ordinary
 shares, our shareholders immediately prior to such transaction could own less than
 a majority of our issued and outstanding ordinary shares subsequent to such transaction.
 In addition, other minority shareholders may subsequently combine their holdings resulting
 in a single person or group obtaining a larger share of the Company's shares than we initially acquired. Accordingly, this may make it more likely that
 our management will not be able to maintain our control of the target business.

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

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

 The directors and officers of an acquisition candidate may resign upon completion
 of our initial Business Combination. The departure of a Business Combination target's key personnel could negatively impact the operations and profitability of our post-combination
 business. The role of an acquisition candidate's key personnel upon the completion of our initial Business Combination cannot be
 ascertained at this time. Although we contemplate that certain members of an acquisition
 candidate's management team will remain associated with the acquisition candidate following
 our initial Business Combination, it is possible that members of the management of
 an acquisition candidate will not wish to remain in place.

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

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

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

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

 Risks Relating to Our Management Team

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

 Our operations are dependent upon a relatively small group of individuals and in particular,
 Oskar Lewnowski, Chairman of our board of directors and our Chief Executive Officer.
 We believe that our success depends on the continued service of our directors and
 officers, at least until we have completed our initial Business Combination. In addition,
 our directors and officers are not required to commit any specified amount of time
 to our affairs and, accordingly, will have conflicts of interest in allocating their
 time among various business endeavors, including identifying potential Business Combinations
 and monitoring the related due diligence. For a discussion of certain of our officers' and directors' other business endeavors, please see "Item 10. - Directors, Executive Officers and Corporate Governance." We do not have an employment agreement with, or key-man insurance on the life of,
 any of our directors or officers. The unexpected loss of the services of one or more
 of our directors or officers could have a detrimental effect on us.

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

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

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

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

 Our key personnel may be able to remain with the Company after the completion of our
 initial Business Combination only if they are able to negotiate employment or consulting
 agreements in connection with the Business Combination. Such negotiations would take
 place simultaneously with the negotiation of the Business Combination and could provide
 for such individuals to receive compensation in the form of cash payments and/or our
 securities for services they would render to us after the completion of our initial
 Business Combination. The personal and financial interests of such individuals may
 influence their motivation in identifying and selecting a target business, subject
 to his or her fiduciary duties under Cayman Islands law. However, we believe the ability
 of such individuals to remain with us after the completion of our initial Business
 Combination will not be the determining factor in our decision as to whether or not
 we will proceed with any potential Business Combination. There is no certainty, however,
 that any of our key personnel will remain with us after the completion of our initial
 Business Combination. We cannot assure you that any of our key personnel will remain
 in senior management or advisory positions with us. The determination as to whether
 any of our key personnel will remain with us will be made at the time of our initial
 Business Combination.

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

 Our directors and officers are not required to, and will not, commit their full time
 to our affairs, which may result in a conflict of interest in allocating their time
 between our operations and our search for a Business Combination and their other businesses.
 We do not intend to have any full-time employees prior to the completion of our initial
 Business Combination. Each of our officers and directors may be engaged in several
 other business endeavors for which he may be entitled to, or otherwise expect to receive,
 substantial compensation or other economic benefit and our officers and directors
 are not obligated to contribute any specific number of hours per week to our affairs.
 In particular, all of our officers and certain of our directors have fiduciary and
 contractual duties to certain companies in which either of them has invested or are
 otherwise affiliated with, including companies in industries we may target for our
 initial Business Combination. Certain of our independent directors also serve as officers
 and/or board members for other entities. Our officers' and directors' other business affairs, as applicable, may require them to devote substantial amounts
 of time to such affairs. This could limit our officers' and directors' ability to devote time to our affairs, which may have a negative impact on our ability
 to complete our initial Business Combination. For a discussion of our officers' and directors' other business endeavors, please see "Item 10. - Directors, Executive Officers and Corporate Governance."

 Certain of our directors and officers are now, and all of them may in the future become,
 affiliated with entities engaged in business activities similar to those intended
 to be conducted by us and, accordingly, may have conflicts of interest in determining
 to which entity a particular business opportunity should be presented.

 Until we consummate our initial Business Combination, we intend to engage in the business
 of identifying and combining with one or more businesses. Our Sponsor and directors
 and officers are, or may in the future become, affiliated with entities that are engaged
 in a similar business. Our Sponsor and directors and officers are also not prohibited
 from sponsoring, investing or otherwise becoming involved with, any other blank check
 companies, including in connection with their initial Business Combinations, prior
 to us completing our initial Business Combination, and any such involvement may result
 in conflicts of interests as described above.

 Our directors and officers also may become aware of business opportunities which may
 be appropriate for presentation to us and the other entities to which they owe certain
 fiduciary or contractual duties or otherwise have an interest in, including any other
 special purpose acquisition company in which they may become involved with. Accordingly,
 they may have conflicts of interest in determining to which entity a particular business
 opportunity should be presented. These conflicts may not be resolved in our favor
 and a potential target business may be presented to other entities prior to its presentation
 to us, subject to our officers' and directors' fiduciary duties under Cayman Islands law. Our amended Charter provides that, to the fullest extent permitted by applicable law: (i) no individual serving
 as a director or an officer shall have any duty, except and to the extent expressly
 assumed by contract, to refrain from engaging directly or indirectly in the same or
 similar business activities or lines of business as us; and (ii) we renounce any interest
 or expectancy in, or in being offered an opportunity to participate in, any potential
 transaction or matter which may be a corporate opportunity for any director or officer,
 on the one hand, and us, on the other.

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

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

 We have not adopted a policy that expressly prohibits our directors, officers, security
 holders or their respective affiliates from having a direct or indirect pecuniary
 or financial interest in any investment to be acquired or disposed of by us or in
 any transaction to which we are a party or have an interest. In fact, we may enter
 into a Business Combination with a target business that is affiliated with our Sponsor,
 our directors or officers. Nor do we have a policy that expressly prohibits any such
 persons from engaging for their own account in business activities of the types conducted
 by us. Accordingly, such persons or entities may have a conflict between their interests
 and ours. In particular, affiliates of our Sponsor have interests in a diverse set
 of industries. As a result, there may be substantial overlap between companies that
 would be a suitable Business Combination for us and companies that would make an attractive
 target for such other affiliates.

 Risks Relating to Our Securities

 You will not have any rights or interests in funds from the Trust Account, except
 under certain limited circumstances. To liquidate your investment, therefore, you
 may be forced to sell your Public Shares and/or warrants, potentially at a loss.

 Our Public Shareholders will be entitled to receive
funds from the Trust Account only upon the earliest to occur of: (1) our completion of an initial Business Combination, and then only
in connection with those Class A ordinary shares that such shareholder properly elected to redeem, subject to the limitations described
herein; (2) the redemption of any Public Shares properly submitted in connection with a shareholder vote to amend our amended Charter
(A) to modify the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to
redeem 100% of our Public Shares if we do not complete our initial Business Combination by May 9, 2025 or (B) with respect to any other
provision relating to shareholders' rights or pre-initial Business Combination activity; and (3) the redemption of our Public Shares
if we have not completed an initial Business Combination by May 9, 2025, subject to applicable law. In no other circumstances will a shareholder
have any right or interest of any kind to or in the Trust Account. Holders of warrants will not have any right to the proceeds held in
the Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your Public Shares
and/or warrants, potentially at a loss.

 As of November 5, 2024, Rigel Class A Ordinary Shares,
Rigel Public Units and Rigel Public Warrants have been delisted from the NYSE because it failed to consummate a business combination within
36 months of its initial public offering. This may result in Rigel Class A Ordinary Shares, Rigel Public Units and Rigel Public Warrants
to be traded over the counter, which could have a material adverse effect on the market prices of our securities and on shareholder liquidity.

 Section 102.06(e) of the NYSE Listed Company Manual requires that any
acquisition company, such as the Company, must within 36 months of the effectiveness of its initial public offering registration statement,
or such shorter period that the company specifies in its constitutive documents, complete one or more business combinations. The date
that is 36 months following the effectiveness of our registration statement is November 4, 2024.

 On November 4, 2024, Rigel received a notice from the NYSE stating
that the staff of NYSE Regulation has determined to delist the Rigel Class A Ordinary Shares, Rigel Public Units and Rigel Public Warrants
pursuant to Sections 102.06e and 802.01B of the NYSE's Listed Company Manual because Rigel failed to consummate a business combination
within 36 months of its initial public offering. As a result of the determination, trading of Rigel's Class A Ordinary Shares, Rigel
Public Units and Rigel Public Warrants on the NYSE was suspended beginning on November 5, 2024 and the securities were subsequently delisted
following the completion by the NYSE of their applicable procedures.

 Since the NYSE delisted Rigel's securities from trading on its
exchange, Rigel's securities are traded over the counter. Since Rigel's securities are traded over the counter, Rigel could
face significant material adverse consequences, including:

 a limited availability of market quotations for Rigel's securities;

 reduced liquidity for Rigel's securities;

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

 a limited amount of news and analyst coverage;

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

 Rigel's ability to complete an initial business combination
or being an attractive merger partner; and

 Rigel's securities would not be "covered securities"
under the National Securities Markets Improvement Act of 1996, which is a federal statute that prevents or pre-empts the states from
regulating the sale of certain securities, in which case our securities would be subject to regulation in each state where we offer and
sell securities.

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

 If the issuance of the Class A ordinary shares upon exercise of the warrants is not
 registered, qualified or exempt from registration or qualification under the Securities
 Act and applicable state securities laws, holders of warrants will not be entitled
 to exercise such warrants and such warrants may have no value and expire worthless.
 In such event, holders who acquired their warrants as part of a purchase of Units
 will have paid the full unit purchase price solely for the Class A ordinary shares
 included in the Units.

 While we have registered the Class A ordinary
 shares issuable upon exercise of the warrants under the Securities Act as part of the registration statement of which the prospectus
 related to the Initial Public Offering forms a part, we do not plan on keeping a prospectus current until required to do so pursuant
 to the warrant agreement. Pursuant to terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event
 later than 15 business days after the closing of our initial Business Combination, we will use our commercially reasonable efforts
 to file a post-effective amendment to the registration statement of which the prospectus related to the Initial Public Offering
 forms a part or a new registration statement covering the issuance of such shares, and we will use our commercially reasonable
 efforts to cause the same to become effective within 60 business days after the closing of our initial Business Combination and to
 maintain the effectiveness of such registration statement and a current prospectus relating to those Class A ordinary shares until
 the warrants expire or are redeemed. We cannot assure you that we will be able to do so if, for example, any facts or events arise
 which represent a fundamental change in the information set forth in the registration statement or prospectus, the financial
 statements contained or incorporated by reference therein are not current, complete or correct or the SEC issues a stop order. If
 the shares issuable upon exercise of the warrants are not registered under the Securities Act in accordance with the above
 requirements, we will be required to permit holders to exercise their warrants on a cashless basis, in which case, the number of
 Class A ordinary shares that you will receive upon cashless exercise will be based on a formula subject to a maximum amount of
 shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment). However, no warrant will be exercisable for cash
 or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the
 issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising
 holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of
 any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a "covered
 security" under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who
 exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act
 and, in the event we so elect, we will not be required to file or maintain in effect a registration statement, but we will use our
 commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not
 available. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for
 the warrants in the event that we are unable to register or qualify the shares underlying the warrants under applicable state
 securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so registered or
 qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant
 and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of
 Units will have paid the full unit purchase price solely for the Class A ordinary shares included in the Units. There may be a
 circumstance where an exemption from registration exists for holders of our Private Placement Warrants to exercise their warrants
 while a corresponding exemption does not exist for holders of the public warrants that were included as part of the Units. In such
 an instance, the holders of the Private Placement Warrants would be able to exercise Private Placement Warrants and sell the
 ordinary shares underlying such warrants while holders of our public warrants would not be able to exercise their warrants and sell
 the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption right even if we
 are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities laws. As a
 result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

 We may amend the terms of the warrants in a manner that may be adverse to holders
 of public warrants with the approval by the holders of at least 65% of the then outstanding
 public warrants.

 Our warrants will be issued in registered form under a warrant agreement between Continental
 Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides
 that (a) the terms of the warrants may be amended without the consent of any holder
 for the purpose of (i) curing any ambiguity or correct any mistake, including to conform
 the provisions of the warrant agreement to the description of the terms of the warrants
 and the warrant agreement set forth in the prospectus related to the Initial Public
 Offering, or defective provision (ii) removing or reducing the Company's ability to redeem the public warrants and, if applicable, a corresponding amendment
 to the Company's ability to redeem the Private Placement Warrants, (iii) removing any cap on the
 number of shares that are issuable upon a cashless exercise of a Warrant or (iv) adding
 or changing any provisions with respect to matters or questions arising under the
 warrant agreement as the parties to the warrant agreement may deem necessary or desirable
 and that the parties deem to not adversely affect the rights of the registered holders
 of the warrants under the warrant agreement in any material respect, (b) the terms
 of the warrants may be amended with the vote or written consent of at least 50% of
 the then outstanding public warrants and private warrants, voting together as a single
 class, to allow for the warrants to be classified as equity in our financial statements
 and (c) all other modifications or amendments require the vote or written consent
 of at least 50% of the then outstanding public warrants and, solely with respect to
 any amendment to the terms of the Private Placement Warrants or forward purchase warrants
 or any provision of the warrant agreement with respect to the Private Placement Warrants
 or forward purchase warrants, at least 50% of the then outstanding Private Placement
 Warrants or forward purchase warrants. Accordingly, we may amend the terms of the
 public warrants in a manner adverse to a holder if holders of at least 50% of the
 then outstanding public warrants approve of such amendment. Although our ability to
 amend the terms of the public warrants with the consent of at least 50% of the then
 outstanding public warrants is unlimited, examples of such amendments could be amendments
 to, among other things, increase the exercise price of the warrants, shorten the exercise
 period or decrease the number of ordinary shares purchasable upon exercise of a warrant.

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

 We have the ability to redeem the outstanding warrants at any time after they become
 exercisable and prior to their expiration, at a price of $0.01 per warrant if, among
 other things, the last reported sale price of Class A ordinary shares 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") equals or exceeds $18.00 per share (as adjusted). If and when the warrants become
 redeemable by us, we may exercise our redemption right even if we are unable to register
 or qualify the underlying securities for sale under all applicable state securities
 laws. As a result, we may redeem the warrants as set forth above even if the holders
 are otherwise unable to exercise the warrants. Redemption of the outstanding warrants
 as described above could force you to: (1) exercise your warrants and pay the exercise
 price therefor at a time when it may be disadvantageous for you to do so; (2) sell
 your warrants at the then-current market price when you might otherwise wish to hold
 your warrants; or (3) accept the nominal redemption price which, at the time the outstanding
 warrants are called for redemption, we expect would be substantially less than the
 market value of your warrants.

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

 Our management's ability to require holders of our public warrants to exercise such public warrants
 on a cashless basis will cause holders to receive fewer Class A ordinary shares upon
 their exercise of the public warrants than they would have received had they been
 able to exercise their public warrants for cash.

 If we call our public warrants for redemption after the redemption criteria described
 elsewhere in this Annual Report have been satisfied, our management will have the
 option to require any holder that wishes to exercise its Warrant (including any warrants
 held by our Sponsor, officers, directors or their permitted transferees) to do so on a "cashless basis." If our management chooses to require holders to exercise their warrants on a cashless
 basis, the number of Class A ordinary shares received by a holder upon exercise will
 be fewer than it would have been had such holder exercised his, her or its Warrant
 for cash. This will have the effect of reducing the potential "upside" of the holder's investment in our Company.

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

 Each Unit contains one-half of one redeemable warrant. Pursuant to the warrant agreement,
 no fractional warrants will be issued upon separation of the Units, and only whole
 warrants will trade. This is different from other offerings similar to ours whose
 Units include one ordinary share and one whole warrant or a greater fraction of one
 whole warrant to purchase one share. We have established the components of the Units
 in this way in order to reduce the dilutive effect of the warrants upon completion
 of a Business Combination since the warrants will be exercisable in the aggregate
 for a half of the number of shares compared to Units that each contain a whole warrant
 to purchase one whole share, thus making us, we believe, a more attractive Business
 Combination partner for target businesses. Nevertheless, this unit structure may cause
 our Units to be worth less than if they included one whole warrant or a greater fraction
 of one whole warrant to purchase one whole share.

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

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

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

 We have been advised by Maples and Calder (Cayman) LLP, our Cayman Islands legal counsel,
 that the courts of the Cayman Islands are unlikely (1) to recognize or enforce against
 us judgments of courts of the United States predicated upon the civil liability provisions
 of the federal securities laws of the United States or any state; and (2) in original
 actions brought in the Cayman Islands, to impose liabilities against us predicated
 upon the civil liability provisions of the federal securities laws of the United States
 or any state, so far as the liabilities imposed by those provisions are penal in nature.
 In those circumstances, although there is no statutory enforcement in the Cayman Islands
 of judgments obtained in the United States, the courts of the Cayman Islands will
 recognize and enforce a foreign money judgment of a foreign court of competent jurisdiction
 without retrial on the merits based on the principle that a judgment of a competent
 foreign court imposes upon the judgment debtor an obligation to pay the sum for which
 judgment has been given provided certain conditions are met. For a foreign judgment
 to be enforced in the Cayman Islands, such judgment must be final and conclusive and
 for a liquidated sum, and must not be in respect of taxes or a fine or penalty, inconsistent
 with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds
 of fraud or obtained in a manner, or be of a kind the enforcement of which is, contrary
 to natural justice or the public policy of the Cayman Islands (awards of punitive
 or multiple damages may well be held to be contrary to public policy). A Cayman Islands
 Court may stay enforcement proceedings if concurrent proceedings are being brought
 elsewhere.

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

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

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

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

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

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

 Our amended Charter contains provisions that may discourage unsolicited takeover proposals that shareholders may
 consider to be in their best interests. These provisions include two-year director
 terms and the ability of our board of directors to designate the terms of and issue
 new series of preference shares, which may make more difficult the removal of management
 and may discourage transactions that otherwise could involve payment of a premium
 over prevailing market prices for our securities.

 General Risk Factors

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

 Because we lack an operating history, you have no basis upon which to evaluate our
 ability to achieve our business objective of completing our initial Business Combination
 with one or more target businesses. We have no plans, arrangements or understandings
 with any prospective target business concerning a Business Combination and may be
 unable to complete our initial Business Combination. If we fail to complete our initial
 Business Combination, we will never generate any operating revenues.

 Past performance by Orion, our management team and their respective affiliates may
 not be indicative of future performance of an investment in the Company.

 Information regarding performance by our management team and their respective affiliates
 is presented for informational purposes only. Past performance by our management team
 and their respective affiliates is not a guarantee either (1) that we will be able
 to identify a suitable candidate for our initial Business Combination or (2) of success
 with respect to any Business Combination we may consummate. You should not rely on
 the historical record of our management team or their respective affiliates, or any
 related investment's performance as indicative of our future performance of an investment in the Company
 or the returns the Company will, or is likely to, generate going forward.

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

 If we are a PFIC for any taxable year (or portion thereof) that is included in the
 holding period of a U.S. Holder of our ordinary shares or warrants, the U.S. Holder
 may be subject to adverse U.S. federal income tax consequences and may be subject
 to additional reporting requirements. Our PFIC status for our taxable year ended December 31, 2023, our current taxable year, and our subsequent taxable years may depend upon the status
 of an acquired company pursuant to a Business Combination and whether we qualify for
 the PFIC start-up exception. Depending on the particular circumstances, the application
 of the start-up exception may be subject to uncertainty, and there cannot be any assurance
 that we will qualify for the start-up exception. Accordingly, there can be no assurances
 with respect to our status as a PFIC for our taxable year ended December 31, 2023, our current taxable year or any subsequent taxable year. Our actual PFIC status
 for any taxable year, moreover, will not be determinable until after the end of such
 taxable year. If we determine we are a PFIC for any taxable year, we will endeavor
 to provide to a U.S. Holder such information as the Internal Revenue Service ("IRS") may require, including a PFIC Annual Information Statement, in order to enable the
 U.S. Holder to make and maintain a "qualified electing fund" election, but there can be no assurance that we will timely provide such required
 information, and such election would likely be unavailable with respect to our warrants
 in all cases. We urge U.S. Holders to consult their own tax advisors regarding the
 possible application of the PFIC rules to holders of our ordinary shares and warrants.

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

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

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

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

 We previously identified a material weakness in our internal control over financial
 reporting. If we are unable to develop and maintain an effective system of internal
 control over financial reporting, we may not be able to accurately report our financial
 results in a timely manner, which may adversely affect investor confidence in us and
 materially and adversely affect our business and operating results.

 Our management previously evaluated the effectiveness
of our disclosure controls and procedures as of December 31, 2024 and noted a deficiency that we believe to be a material weakness
in internal controls over financial reporting, as the Company's processes to ensure its financial statements were properly presented
in accordance with GAAP did not operate effectively. A material weakness is a deficiency, or a combination of deficiencies, in internal
control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial
statements will not be prevented or detected and corrected on a timely basis. During the year ended December 31, 2024, we have sought
to remediate this material weakness by, among other things, devoting additional resources to the improvement of our internal control
over financial reporting as it relates to the accounting treatment for complex financial instruments. While we have processes to identify
and appropriately apply applicable accounting requirements, we are enhancing these processes to better evaluate our research and understanding
of the nuances of the complex accounting standards that apply to our securities and financial statements. We have also added additional
layers of management oversight on the accrual of operating expenses and valuation of complex financial instruments. As we continue to
evaluate and improve our internal control over financial reporting, management will review and make necessary changes to the overall
design of our internal controls. Based on this evaluation, our management concluded that our disclosure controls and procedures were
not effective as of December 31, 2024. If we identify additional material weaknesses, we may be unable to provide required financial
information in a timely and reliable manner and we may incorrectly report financial information. If our financial statements are not
filed on a timely basis, we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to timely
file would cause us to be ineligible to utilize short form registration statements on Form F-3 or Form F-4, which may impair our ability
to obtain capital in a timely fashion to execute our business strategies or issue shares to effect an acquisition. If any of these events
were to occur, it could have a material adverse effect on our business.

 In addition, the existence of material weaknesses in internal
 control over financial reporting could adversely affect our reputation or investor
 perceptions of us, which could have a negative effect on the trading price of our
 securities.

 We can provide no assurance that the measures we have taken and plan to take in the
 future will remediate the material weakness identified or that any additional material
 weaknesses or restatements of financial results will not arise in the future due to
 a failure to implement and maintain adequate internal control over financial reporting.
 In addition, even if we are successful in strengthening our controls and procedures,
 in the future those controls and procedures may not be adequate to prevent or identify
 irregularities or errors or to facilitate the fair presentation of our financial statements.

 We may face litigation and other risks as a result of the material weakness in our
 internal control over financial reporting.

 As a result of such material weakness described above and other matters raised or
 that may in the future be raised by the SEC, we face potential for litigation or other
 disputes which may include, among others, claims invoking the federal and state securities
 laws, contractual claims or other claims arising from the material weakness in our
 internal control over financial reporting and the preparation of our financial statements.
 As of the date of this Annual Report, we have no knowledge of any such litigation
 or dispute. However, we can provide no assurance that such litigation or dispute will
 not arise in the future. Any such litigation or dispute, whether successful or not,
 could have a material adverse effect on our business, results of operations and financial
 condition or our ability to complete a Business Combination.

 Our warrants are accounted for as liabilities and the changes in value of our warrants
 could have a material effect on our financial results.

 Our warrants are accounted for as liabilities and the changes in value of our warrants
 could have a material effect on our financial results. We reevaluated the accounting
 treatment of our 15,000,000 public warrants and 14,000,000 Private Placement Warrants
 and determined to classify the Warrants as derivative liabilities measured at fair
 value, with changes in fair value each period reported in earnings. As a result, included
 on our balance sheet as of December 31, 2024, contained elsewhere in this Annual Report are derivative liabilities related to
 embedded features contained within our Warrants. ASC 815, "Derivatives and Hedging," provides for the remeasurement of the fair value of such derivatives at each balance
 sheet date, with a resulting non-cash gain or loss related to the change in the fair
 value being recognized in earnings in the statement of operations. As a result of
 the recurring fair value measurement, our financial statements and results of operations
 may fluctuate quarterly, based on factors, which are outside of our control. Due to
 the recurring fair value measurement, we expect that we will recognize non-cash gains
 or losses on our Warrants each reporting period and that the amount of such gains
 or losses could be material. The impact of changes in fair value on earnings may have
 an adverse effect on the market price of our securities.

 Our financial statements include a disclosure regarding the substantial
doubt about our ability to continue as a "going concern."

 Our independent registered public accounting
 firm's report contained elsewhere in this Annual Report contains an explanatory paragraph that expresses substantial doubt
 about our ability to continue as a "going concern." We have incurred and expect to continue to incur significant costs
 in pursuit of our acquisition plans. Management's plans to address this need for capital are discussed in "Item 7.
 Management's Discussion and Analysis of Financial Condition and Results of Operations." Our plans to raise capital and
 to consummate our initial Business Combination may not be successful. These factors, among others, raise substantial doubt about our
 ability to continue as a going concern. The financial statements contained elsewhere in this Annual Report do not include any
 adjustments that might result from our inability to continue as a going concern.

 If our board of directors determines not to continue extending for additional months
 or we do not consummate an initial Business Combination by May 9, 2025, we will (i) cease all operations except for the purpose of winding up, (ii)
 as promptly as reasonably possible but not more than ten business days thereafter,
 redeem 100% of the 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,
 if any (less up to $100,000 of interest to pay dissolution expenses), divided by the
 number of then issued and outstanding Public Shares, which redemption will completely
 extinguish the rights of the Public Shareholders as shareholders (including the right
 to receive further liquidating distributions, if any), and (iii) as promptly as reasonably
 possible following such redemption, subject to the approval of our remaining Public
 Shareholders and our board of directors, liquidate and dissolve, subject in each case
 to our obligations under Cayman Islands law to provide for claims of creditors and
 the requirements of other applicable law. There will be no redemption rights or liquidating
 distributions with respect to our warrants, which will expire worthless if our board
 of directors determines not to continue extending for additional months or we do not
 consummate an initial Business Combination by May 9, 2025.

 In evaluating a prospective target business for our initial Business Combination,
 our management will rely on the availability of all the funds from the sale of the
 forward purchase Units to be used as part of the consideration to the sellers in the
 initial Business Combination. If the sale of the forward purchase Units fails to close,
 we may lack sufficient funds to consummate our initial Business Combination.

 In connection with the consummation of the Initial Public Offering, we entered into
 a forward purchase agreement with Orion Mine Finance, an affiliate of our Sponsor,
 pursuant to which Orion Mine Finance will commit, subject to approval of its investment
 committee as well as customary closing conditions, that it (or its permitted transferees)
 will purchase from us up to 5,000,000 forward purchase Units, consisting of one Class
 A ordinary share, or a forward purchase share, and one-half of one warrant to purchase
 one Class A ordinary share, or a forward purchase warrant, for $10.00 per unit, or
 an aggregate amount of up to $50,000,000, in a Private Placement that will close concurrently
 with the closing of our initial Business Combination. The proceeds from the sale of
 these forward purchase Units, together with the amounts available to us from the Trust
 Account (after giving effect to any redemptions of Public Shares) and any other equity
 or debt financing obtained by us in connection with the Business Combination, will
 be used to satisfy the cash requirements of the Business Combination, including funding
 the purchase price and paying expenses and retaining specified amounts to be used
 by the post-Business Combination company for working capital or other purposes. The
 forward purchase shares will be identical to the Class A ordinary shares included
 in the Units which were sold in the Initial Public Offering, except that they will
 be subject to transfer restrictions and registration rights, as described herein.
 The forward purchase warrants will entitle the holder thereof to purchase one Class
 A ordinary share at $11.50 per share and will have the same terms as the Private Placement
 Warrants so long as they are held by the affiliate of our Sponsor or its permitted
 assignees and transferees.

 Orion Mine Finance's commitment under the forward purchase agreement will be subject to approval, prior
 to our entering into a definitive agreement for our initial Business Combination,
 of its investment committee. In addition, the affiliate of our Sponsor's obligation to purchase the forward purchase Units will be subject to fulfillment
 of customary closing conditions, including that our initial Business Combination must
 be consummated substantially concurrently with the purchase of the forward purchase
 Units. If the sale of the forward purchase Units does not close for any reason, including
 by reason of the failure to fund the purchase price, for example, we may lack sufficient
 funds to consummate our initial Business Combination.

 We may engage the underwriter or any of its affiliates to provide additional services
 to us after the Initial Public Offering. The underwriter is entitled to receive deferred
 commissions that will be released from the trust only on a completion of an initial
 Business Combination. These financial incentives may cause the underwriter to have
 potential conflicts of interest in rendering any such additional services to us after
 the Initial Public Offering.

 We may engage the underwriter or any of its affiliates to provide additional services
 to us after the Initial Public Offering, including, for example, identifying potential
 targets, providing financial advisory services, acting as a placement agent in a private
 offering or arranging debt financing. We may pay the underwriter or any of its affiliates
 fair and reasonable fees or other compensation that would be determined at that time
 in an arm's-length negotiation; provided that no agreement will be entered into with the underwriter or any of its affiliates
 and no fees or other compensation for such services will be paid to the underwriter
 or any of its affiliates prior to the date that is 60 days from the date of the prospectus
 related to the Initial Public Offering, unless such payment would not be deemed underwriter's compensation in connection with the Initial Public Offering. The underwriter is
 also entitled to receive deferred commissions that are conditioned on the completion
 of an initial Business Combination. The fact that the underwriter or any of its affiliates' financial interests are tied to the consummation of a Business Combination transaction
 may give rise to potential conflicts of interest in providing any such additional
 services to us, including potential conflicts of interest in connection with the sourcing
 and consummation of an initial Business Combination.

 The prior investment track records of our management team, our Sponsor and their affiliates
 may not be available on publicly available sources or may be subject to confidentiality
 agreements.

 As the prior investment track records of our management team, our Sponsor and their
 affiliates, including the investments and transactions in which they have participated
 in and businesses with which they have been associated with, are primarily private
 transactions, information regarding their involvement with such transactions may not
 be publicly available or is subject to confidentiality terms. This may limit the availability
 of information to our investors and potential target businesses pertaining to our
 team's past track record which in turn may adversely affect our marketing efforts and ability
 to generate attractive Business Combination opportunities for our company.

 Certain agreements related to the Initial Public Offering may be amended without shareholder
 approval.

 Certain agreements, including, but not limited to, the letter agreement among us and
 our Sponsor, officers and directors, the registration rights agreement among us and
 our initial shareholders, the Private Placement Warrants purchase agreement between
 us and our Sponsor and the forward purchase agreement between us and Orion Mine Finance
 may be amended without shareholder approval. These agreements contain various provisions,
 including transfer restrictions on our Founder Shares, that our Public Shareholders
 might deem to be material. While we do not expect our board of directors to approve
 any amendment to any of these agreements prior to our initial Business Combination,
 it may be possible that our board of directors, in exercising its business judgment
 and subject to its fiduciary duties, chooses to approve one or more amendments to
 any such agreement in connection with the consummation of our initial Business Combination.
 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.

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

 Our Sponsor has invested in us an aggregate of $14,025,000, comprised of the $25,000 purchase price for the Founder Shares and the $14,000,000 purchase price for the Private Placement Warrants. Assuming a trading price of $10.00
 per share upon consummation of our initial Business Combination, the 7,500,000 Founder Shares would have an aggregate implied value of $75,000,000. Even if the trading price of our ordinary shares were as low as $1.87 per share, and the Private Placement Warrants were worthless, the value of the Founder
 Shares would be equal to the Sponsor's initial investment in us. As a result, our Sponsor is likely to be able to make
 a substantial profit on its investment in us at a time when our Public Shares have
 lost significant value and our warrants are worthless. Accordingly, our management
 team, some of whom own interests in our Sponsor, may be more willing to pursue a business
 combination with a riskier or less-established target business than would be the case
 if our Sponsor had paid the same per share price for the Founder Shares as our Public Shareholders paid for their Public Shares.

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

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

 Our warrants were accounted for as derivative liabilities and were 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 securities or may make it more
 difficult for us to consummate an initial Business Combination.

 We issued 15,000,000 warrants as part of the Units offered by the prospectus related
 to the Initial Public Offering and, simultaneously with the closing of the Initial
 Public Offering, we issued in a Private Placement, 14,000,000 Private Placement Warrants.
 We accounted for both the warrants underlying the Units offered by the prospectus
 related to the Initial Public Offering related to the Initial Public Offering and
 the Private Placement Warrants as a warrant liability. At each reporting period (1)
 the accounting treatment of the warrants will be reevaluated for proper accounting
 treatment as a liability or equity and (2) the fair value of the liability of the
 public and Private Placement Warrants will be remeasured and the change in the fair
 value of the liability will be recorded as other income (expense) in our income statement.
 Changes in the inputs and assumptions for the valuation model we use to determine
 the fair value of such liability may have a material impact on the estimated fair
 value of the embedded derivative liability. The share price of our Class A ordinary
 shares will represent the primary underlying variable that impacts the value of the
 derivative instruments. Additional factors that impact the value of the derivative
 instruments include the volatility of our share price, discount rates and stated interest
 rates. As a result, our financial statements and results of operations will fluctuate
 quarterly, based on various factors, such as our share price, many of which are outside
 of our control. In addition, we may change the underlying assumptions used in our
 valuation model, which could in result in significant fluctuations in our results
 of operations. If our share price is volatile, we expect that we will recognize non-cash
 gains or losses on our warrants or any other similar derivative instruments each reporting
 period and that the amount of such gains or losses could be material. The impact of
 changes in fair value on earnings may have an adverse effect on the market price of
 our securities. In addition, potential targets may seek a special purpose acquisition
 company that does not have warrants that are accounted for as a liability, which may
 make it more difficult for us to consummate an initial Business Combination with a
 target business.

 Our search for a Business Combination, and any target business with which we may ultimately
 consummate a Business Combination, may be materially adversely affected by the geopolitical
 conditions resulting from the invasion of Ukraine by Russia and subsequent sanctions
 against Russia, Belarus and related individuals and entities and the status of debt
 and equity markets, as well as protectionist legislation in our target markets.

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

 Any of the abovementioned factors, or any other negative impact on the global economy,
 capital markets or other geopolitical conditions resulting from the Russian invasion
 of Ukraine, the escalation of the Israel-Hamas conflict and subsequent sanctions or
 related actions, could adversely affect our search for a Business Combination and
 any target business with which we may ultimately consummate a Business Combination.
 The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict,
 but could be substantial, particularly if current or new sanctions continue for an
 extended period of time or if geopolitical tensions result in expanded military operations
 on a global scale. Any such disruptions may also have the effect of heightening many
 of the other risks described in the "Risk Factors" section of our Annual Report on Form 10-K. If these disruptions or other matters
 of global concern continue for an extensive period of time, our ability to consummate
 a Business Combination, or the operations of a target business with which we may ultimately
 consummate a Business Combination, may be materially adversely affected.

 The failure of any bank in which we deposit our funds could have an adverse effect
 on our financial condition.

 We deposit substantial funds in financial institutions and may, from time to time,
 maintain cash balances at such financial institutions in excess of the Federal Deposit
 Insurance Corporation limit. In recent weeks, there has been significant volatility and instability among
 banks and financial institutions. For example, on March 10, 2023, Silicon Valley Bank, or SVB, was closed by the California Department of Financial
 Protection and Innovation, which appointed the Federal Deposit Insurance Corporation,
 or the FDIC, as receiver, and for a period of time, customers of the bank did not
 have access to their funds and there was uncertainty as to when, if at all, customers
 would have access to funds in excess of the FDIC insured amounts. Should one or more of the financial institutions at which our deposits are maintained fail, there is no guarantee as to the extent that we would
 recover the funds deposited, whether through Federal Deposit Insurance Corporation
 coverage or otherwise, or the timing of any recovery.

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

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

 Item 1.B. Unresolved Staff Comments.

 None.

 Item 1.C. Cybersecurity.

 Risk Management and Strategy

 The Company regularly assesses risks from cybersecurity threats, monitors its information
 systems for potential vulnerabilities and tests those systems pursuant to the Company's cybersecurity processes and practices, which are integrated into the Company's overall risk management system. The Company uses various security tools designed to help the Company identify, investigate, resolve and recover from security incidents in a timely manner.

 To date, cybersecurity threats, including as a result of any previous cybersecurity incidents,
 have not materially affected and we believe are not reasonably likely to affect the
 Company, including its business strategy, results of operations or financial condition.
 Refer to the risk factor captioned "Cyber incidents or cyberattacks directed at us could result in information theft,
 data corruption, operational disruption and/or financial loss" in Part I, Item 1A. "Risk Factors" for additional description of cybersecurity risks and potential related impacts on
 the Company.

 Governance

 Our board of directors oversees the Company's risk management process, including on cybersecurity risks, directly and through
 its committees. The Audit Committee of the board oversees the Company's risk management program, which focuses on the most significant risks the Company
 faces in the short-, intermediate-, and long-term timeframe. Audit Committee meetings
 include discussions of specific risk areas throughout the year, as needed, including, among others, those relating to cybersecurity.

 The Company takes a risk-based approach to cybersecurity and has implemented cybersecurity
 policies throughout its operations that are designed to address cybersecurity threats
 and incidents.

 Item 2. Properties.

 We currently maintain our executive offices at 7 Bryant Park, 1045 Avenue of the Americas,
 Floor 25, New York, NY 10018. The cost for this space is included in the $10,000 per
 month fee that we pay to our Sponsor for office space, administrative and support
 services. We consider our current office space adequate for our current operations.

 Item 3. Legal Proceedings.

 We are not currently subject to any material legal proceedings, nor, to our knowledge,
 is any material legal proceeding threatened against us or any of our officers or directors
 in their corporate capacity.

 Item 4. Mine Safety Disclosures.

 None.

 PART II.

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

 a) Market Information

 Our Units began trading on The New York Stock Exchange
on November 5, 2021. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant to purchase one Class A
ordinary share. On December 23, 2021, we announced that holders of the Units may elect to separately trade the Class A ordinary shares
and redeemable warrants included in the Units commencing on December 27, 2021.

 As of November 5, 2024, our Class A ordinary shares, Public Units and
Public Warrants were de-listed from the NYSE because we failed to consummate a business combination within 36 months of our initial public
offering. On December 12, 2024, Rigel Class A ordinary shares began trading on OTC Markets (OTCQX) under the symbol "RRACF."
Public Units and Public Warrants currently are quoted over-the-counter under the symbols "RRAUF" and "RRAWF,"
respectively

 b) Holders

 As of March 21, 2025, there was one holder of record of our Class A ordinary shares, and seven holders
 of record of our Class B ordinary shares.

 c) Dividends

 We have not paid any cash dividends on our Class A 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

 The performance graph has been omitted as permitted under rules applicable to smaller
 reporting companies.

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

 Use of Proceeds

 On November 9, 2021, the Company consummated its Initial Public Offering of 30,000,000 Units at
 $10.00 per Unit, including the issuance of 2,500,000 Units as a result of the underwriter's exercise of its over-allotment option, generating gross proceeds of $300,000,000.
 On November 9, 2021, the underwriter purchased an additional 2,500,000 Units pursuant to a partial
 exercise of the over-allotment option. The Units were sold at an offering price of
 $10.00 per Unit, generating additional gross proceeds to the Company of $25,000,000.
 The underwriter did not exercise the remainder of the over-allotment option and the
 Sponsor forfeit 406,250 Founder Shares upon expiration of the over-allotment option.

 Simultaneously with the closing of the Initial Public Offering, the Company consummated
 the Private Placement of the Private Placement Warrants - 11,300,000 to the Sponsor,
 100,000 to Nathanael Abebe, 35,000 to Christine Coignard, 25,000 to Kelvin Dushnisky
 and 200,000 to L. Peter O'Hagan - at a purchase price of $1.00 per Private Placement Warrant, generating gross
 proceeds to the Company in the amount of $14,000,000. The Sponsor assigned 2,340,000
 private placement warrants to Orion Mine Finance GP III LP (an affiliate of the Sponsor)
 at the time of the initial closing at a purchase price of $1.00 per Private Placement
 Warrant.

 In connection with the Initial Public Offering, we incurred offering costs of approximately
 $20,513,096 (including underwriting fee of $6.0 million, deferred underwriting commissions
 of approximately $10.5 million, Class B shares transferred to an affiliate of $2,473,848,
 the forward purchase agreement of $453,701 and other costs of $1,085,547). Other incurred
 offering costs of $1,085,547 consisted principally of professional and preparation
 fees related to the Initial Public Offering. After deducting the underwriting discounts
 and commissions (excluding the deferred portion, which amount will be payable upon
 consummation of the initial Business Combination, if consummated) and the Initial
 Public Offering expenses, approximately $306,900,000 of the net proceeds from our
 Initial Public Offering and certain of the proceeds from the Private Placement of
 the Private Placement Warrants (or $10.00 per Unit sold in the Initial Public Offering)
 was placed in the Trust Account. The net proceeds of the Initial Public Offering and
 certain proceeds from the sale of the Private Placement Warrants are held in the Trust
 Account and invested as described elsewhere in this Annual Report.

 There has been no material change in the planned use of the proceeds from the Initial
 Public Offering and Private Placement as is described in the prospectus related to
 the Initial Public Offering. For a description of the use of the proceeds generated
 from the Initial Public Offering, see "Item 1. Business."

 Item 6. [Reserved]

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

 References to the "Company," "our," "us" or "we" refer to Rigel Resource Acquisition Corp. The following discussion and analysis of
 the Company's financial condition and results of operations should be read in conjunction with
 the audited financial statements and the notes related thereto which are included
 in "Item 8. Financial Statements and Supplementary Data" of this Annual Report. Certain information contained in the discussion and analysis
 set forth below includes forward-looking statements. Our actual results may differ
 materially from those anticipated in these forward-looking statements as a result
 of many factors. Certain information contained in the discussion and analysis set
 forth below includes forward-looking statements. Our actual results may differ materially
 from those anticipated in these forward-looking statements as a result of many factors,
 including those set forth under "Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary," "Item 1.A. Risk Factors" and elsewhere in this Annual Report, as well as the "Risk Factors" section set forth in our preliminary prospectus/proxy
 statement to be included in a Registration Statement on Form F-4 that we will file with the SEC relating to the proposed Blyvoor Business Combination.

 Recent Development

 Proposed Blyvoor Business Combination

 Business Combination Agreement

 On March 11, 2024, the Company entered into a
Business Combination Agreement (the "Business Combination Agreement"), by and among the Company, Blyvoor Gold Resources Proprietary
Limited, a South African private limited liability company ("Blyvoor Resources"), Blyvoor Gold Operations Proprietary Limited,
a South African private limited liability company ("Tailings" and, together with Blyvoor Resources, the "Target Companies",
each a "Target Company"), RRAC NewCo, a Cayman Islands exempted company and wholly-owned subsidiary of the Company ("Newco"),
and RRAC Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of Newco ("Merger Sub"). Each of Newco
and Merger Sub is a newly formed entity that was formed for the sole purpose of entering into and consummating the transactions set forth
in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, Newco also entered into
an Exchange Agreement (the "Exchange Agreement"), by and among, Newco, Blyvoor Gold Proprietary Limited, a South African
private limited liability company ("Blyvoor Gold"), Orion Mine Finance Fund II LP, a Bermuda limited partnership ("Orion"
and, together with Blyvoor Gold, the "Sellers"), and the Target Companies. The Business Combination Agreement and the Exchange
Agreement were each subsequently amended by the parties thereto pursuant to an Omnibus Amendment, dated as of October 17, 2024, which
was further amended and restated on December 20, 2024. For additional information, see "Related Agreements—Omnibus Amendment
to the Business Combination Agreement the Sponsor Support Agreement."

 Pursuant to the terms, and subject to the conditions, set forth in the Business Combination
 Agreement, the parties thereto will enter into a business combination transaction
 (together with the other transactions contemplated by the Business Combination Agreement,
 the "Transactions"), pursuant to which, among other things, (i) the Company will merge with and into Merger Sub (the "Merger"), with Merger Sub being the surviving
 company, and (ii) Newco will acquire all of the outstanding equity interests of the
 Target Companies (the "Share Exchange"). Following the Merger and the Share Exchange,
 each of the Target Companies and Merger Sub will be a wholly owned subsidiary of Newco,
 and Newco will become a publicly traded company. At the closing of the Transactions
 (the "Closing"), Newco is expected to change its name to Aurous Resources, and its
 ordinary shares, par value $0.0001 (the "Newco Ordinary Shares"), are expected to
 be listed on the NASDAQ.

 Share Exchange

 The consideration to the holders of the Target Companies' outstanding equity interests at the Closing will consist of (a) 600,000 Newco Ordinary
 Shares to Blyvoor Gold in exchange for its shares of Tailings (the "Gold Tailings
 Consideration"), (b) 28,017,500 Newco Ordinary Shares to Blyvoor Gold in exchange
 for its shares of Blyvoor Resources (the "Gold Resources Consideration"), and (c)
 6,982,500 Newco Ordinary Shares to Orion in exchange for its shares of Blyvoor Resources
 (the "Orion Resources Consideration" and, together with the Gold Tailings Consideration
 and the Gold Resources Consideration, the "Exchange Consideration"). Pursuant to the
 Exchange Agreement, the Sellers have agreed, subject to customary exceptions, not
 to transfer any Newco Ordinary Shares received as Exchange Consideration until the
 6-month anniversary of the Closing.

 As additional consideration for its shares of Tailings, Blyvoor Gold will be entitled
 to receive, as promptly as practicable after the date that is 90 days following the
 Closing, a number of Newco Ordinary Shares equal to the product of (A) the quotient
 of (i) the aggregate amount of proceeds from the PIPE Investment (as defined in the
 Business Combination Agreement), divided by (ii) 100,000, multiplied by (B) 346.6666667.

 In addition to the foregoing, the Sellers shall have the contingent right to receive
 additional Newco Ordinary Shares, as described below, (the "Earnout Shares"), subject
 to the following milestone conditions (the "Milestone Conditions"):

 (i)

 If Net Cash Proceeds (as defined in the Business Combination Agreement) are equal
 to or greater than $33,000,000 as of immediately prior to Closing:

 a.

 The Sellers will be entitled to receive, upon the cumulative payable gold production
 of the Mine (as defined in the Business Combination Agreement) exceeding 55,000 ounces
 (the "First Base Case Milestone") for the 12-month period ending on the date that
 is the 18-month anniversary of the last day of the calendar month in which the Closing
 occurs (the "First Earnout Period"), 1,050,000 Newco Ordinary Shares; and

 b.

 the Sellers will be entitled to receive, upon the cumulative payable gold production
 of the Mine exceeding 95,000 ounces (the "Second Base Case Milestone") for the 12-month
 period ending on the date that is the 30-month anniversary of the last day of the
 calendar month in which the Closing occurs (the "Second Earnout Period" and together
 with the First Earnout Period, the "Earnout Periods"), 1,575,000 Newco Ordinary Shares;

 (ii)

 If Net Cash Proceeds are less than $33,000,000 as of immediately prior to Closing:

 a.

 the Sellers will be entitled to receive (such amount not to exceed 1,050,000 Newco
 Ordinary Shares), upon the cumulative payable gold production of the Mine for the
 First Earnout Period exceeding an amount, in ounces, equal to (but in no event to
 be less than 32,650 ounces) the product of (1) the First Base Case Milestone multiplied
 by (2) the sum of (x) one minus (y) the Adjustment Multiplier (as defined in the Business
 Combination Agreement), a number of Newco Ordinary Shares equal to (but in no event
 to exceed 1,050,000 Newco Ordinary Shares) the product of (I) 1,050,000 Newco Ordinary
 Shares multiplied by (II) the sum of (A) one minus (B) the product of (x) the Adjustment
 Multiplier multiplied by (y) 0.25 plus (C) the Share Consideration Multiplier (as
 defined in the Business Combination Agreement); and

 b.

 the Sellers will be entitled to receive (such amount not to exceed 1,575,000 Newco
 Ordinary Shares, upon the cumulative payable gold production of the Mine for the Second
 Earnout Period exceeding an amount, in ounces, equal to (but in no event to be less
 than 56,240 ounces) the product of (1) the Second Base Case Milestone multiplied by
 (2) the sum of (x) one minus (y) the Adjustment Multiplier, a number of Newco Ordinary
 Shares equal to (but in no event to exceed, in the aggregate with the First Earnout
 Share Consideration (as defined in the Business Combination Agreement), 2,625,000
 Newco Ordinary Shares) the product of (I) 1,575,000 Newco Ordinary Shares multiplied
 by (II) the sum of (A) one minus (B) the product of (x) the Adjustment Multiplier
 multiplied by (y) 0.25 plus (C) the Share Consideration Multiplier;

 The respective Milestone Conditions described above will be deemed to be achieved,
 and the respective Earnout Shares for the applicable Earnout Period(s) will be issued
 to the Sellers if, at any point prior to the end of the applicable Earnout Period(s),
 there is a sale, exchange or other transfer, directly or indirectly, in one transaction
 or a series of related transactions, of all or substantially all of the assets of
 the Target Companies or a merger, consolidation, recapitalization or other transaction
 in which any person other than Newco or any affiliate of Newco becomes the beneficial
 owner, directly or indirectly, of 50% or more of the combined voting power of all
 interests in the Target Companies, taken as a whole. Any Earnout Shares not properly
 earned by the end of the Earnout Periods shall no longer be issuable to Sellers and
 the obligations of Newco to issue such Earnout Shares shall be terminated.

 Effect of the Merger

 On the terms, and subject to the conditions, set forth in the Business Combination
 Agreement, at the effective time of the Merger (the "Merger Effective Time"), by virtue
 of the Merger:

 (i)

 each Class A ordinary share of the Company (a "Rigel Class A Ordinary Share") issued
 and outstanding immediately prior to the Merger Effective Time (other than shares
 to be cancelled in accordance with the Business Combination Agreement and any Redemption
 Shares (as defined below)) will be automatically cancelled and converted into the
 right to receive (A) cash consideration in an amount per share equal to the cash value
 per share as of the Closing date to be received in respect of a Rigel Class A Ordinary
 Share redeemed in the Rigel Stockholder Redemption (as defined below) minus $10.00
 (the "Cash Consideration") and (B) one Newco Ordinary Share (the "Equity Consideration"
 and together with the Cash Consideration, the "Ordinary Shareholder Consideration");

 (ii)

 each Rigel Class A Ordinary Share issued and outstanding immediately prior to the
 Merger Effective Time with respect to which a Company shareholder has validly exercised
 its redemption rights (collectively, the "Redemption Shares") will not be converted
 into and become the Ordinary Shareholder Consideration, and instead will at the Merger
 Effective Time be converted into the right to receive from the Company, in cash, an
 amount per share calculated in accordance with such shareholder's redemption rights;

 (iii)

 each Class B ordinary share of the Company (a "Rigel Class B Ordinary Share") issued
 and outstanding immediately prior to the Merger Effective Time will be automatically
 cancelled and converted into the right to receive one Newco Ordinary Share; and

 (iv)

 each issued and outstanding public warrant of the Company (the "Rigel Public Warrants")
 shall be converted automatically into the right of the holder thereof to receive one
 public warrant of Newco (the "Newco Public Warrants"), and each issued and outstanding
 private warrant of Rigel (the "Rigel Private Warrants") shall be converted automatically
 into the right of the holder thereof to receive one private warrant of Newco (the
 "Newco Private Warrants" and, together with the Newco Public Warrants, the "Newco
 Warrants"). Each Newco Public Warrant shall have, and be subject to, substantially
 the same terms and conditions as are in effect with respect to the Rigel Public Warrants,
 and each Newco Private Warrant shall have, and be subject to, substantially the same
 terms and conditions as are in effect with respect to the Rigel Private Warrants,
 except that in each case they shall represent the right to acquire Newco Ordinary
 Shares.

 Representations and Warranties

 The Business Combination Agreement contains customary representations and warranties
 of the parties thereto with respect to, among other things, (i) entity organization,
 standing, formation and authority, (ii) authorization to enter into the Business Combination
 Agreement, (iii) capital structure, (iv) consents and approvals, (v) financial statements,
 (vi) absence of changes, (vii) license and permits, (viii) litigation, (ix) material
 contracts, (x) intellectual property, (xi) taxes, (xii) real and personal properties,
 (xiii) employee matters, (xiv) benefit plans, (xv) compliance with laws, (xvi) environmental
 matters, (xvii) benefit plans, (xviii) affiliate transactions, (xix) insurance, (xx)
 business practices and (xx) finders and brokers. Except in the case of fraud or intentional
 and willful breach, the representations and warranties of the parties contained in
 the Business Combination Agreement will terminate and be of no further force and effect
 as of the Closing.

 Covenants

 The Business Combination Agreement contains customary covenants of the parties, including,
 among others, covenants providing for (i) the operation of the Target Companies' businesses in the ordinary course of business prior to consummation of the Transactions,
 (ii) the parties' efforts to satisfy conditions to obligations of the Transactions, (iii) the preparation
 and filing of the Blyvoor Disclosure Statement in connection with the registration under the Securities Act, of the Newco Ordinary
 Shares and Newco Warrants to be issued pursuant to the Business Combination Agreement,
 which will also contain a prospectus and proxy statement for the purpose of soliciting
 proxies from the Company's shareholders to vote in favor of certain matters (the "Rigel Stockholder Approval
 Matters"), (iv) Newco's adoption of an equity incentive plan that provides for grants and awards to eligible
 service providers, (v) the protection of, and access to, confidential information
 of the parties, and (vi) the parties' efforts to obtain necessary approvals from Governmental Authorities (as defined in
 the Business Combination Agreement).

 Pursuant to the Business Combination Agreement, the Company's public shareholders will be given an opportunity, in accordance with the Company's amended and restated articles and memorandum of association and the final prospectus
 from the Company's initial public offering, which was filed with the SEC on November 8, 2021, to have their Rigel Class A Ordinary Shares redeemed (the "Rigel Stockholder
 Redemption"), in conjunction with the Rigel Stockholder Approval (as defined below).

 During the Interim Period (as defined in the Business Combination Agreement), each
 of the parties to the Business Combination Agreement shall not, and shall cause its
 representatives not to, solicit, initiate, continue or engage in discussions or negotiations
 with, or enter into any agreement with, or knowingly encourage, respond to, or provide
 information to, any person concerning an "Acquisition Transaction" or a "Business
 Combination Proposal", as applicable.

 Conditions to Closing

 The consummation of the Transactions is subject to customary closing conditions for
 transactions involving special purpose acquisition companies, including, among others:
 (i) approval of the Rigel Stockholder Approval Matters by the Company's shareholders (the "Rigel Stockholder Approval"), (ii) no order, statute, rule or
 regulation enjoining or prohibiting the consummation of the Transactions being in
 force, (iii) the Blyvoor Disclosure Statement having become effective, (iv) the shares of Newco Ordinary Shares to be issued pursuant
 to the Business Combination Agreement having been approved for listing on the NASDAQ
 and (v) certain other customary bring-down conditions. In addition, the obligation
 of the Sellers to consummate the Transactions is subject to the availability of Aggregate
 Cash Proceeds (as defined in the Business Combination Agreement) of not less than
 $50,000,000 at the Closing.

 Termination

 The Business Combination Agreement may be terminated as follows:

 (i)

 by mutual written consent of the Target Companies and the Company;

 (ii)

 prior to the Closing, by written notice to the Target Companies from the Company if:

 a.

 there is any breach of any representation, warranty, covenant or agreement on the
 part of the Target Companies set forth in the Business Combination Agreement, such
 that certain closing conditions therein would not be satisfied; provided that the
 Target Companies are provided the option to cure such breach as specified in the Business
 Combination Agreement;

 b.

 if the Closing has not occurred on or before May 9, 2025 (the "Termination Date");

 c.

 if the consummation of the Transactions is permanently enjoined, prohibited or prevented
 by the terms of a final, non-appealable governmental order;

 (iii)

 prior to the Closing, by written notice to the Company from the Target Companies if:

 a.

 there is any breach of any representation, warranty, covenant or agreement on the
 part of the Company, Newco or Merger Sub set forth in the Business Combination Agreement,
 such that certain closing conditions therein would not be satisfied; provided that
 the Company, Newco, or Merger Sub, as applicable, are provided the option to cure
 such breach as specified in the Business Combination Agreement;

 b.

 the Closing has not occurred on or before the Termination Date,

 c.

 the consummation of the Transactions is permanently enjoined, prohibited or prevented
 by the terms of a final, non-appealable Governmental Order; or

 d.

 if there has been a Change in Recommendation (as defined in the Business Combination
 Agreement).

 The foregoing description of the Business Combination Agreement and the Transactions
 does not purport to be complete and is qualified in its entirety by the terms and
 conditions of the Business Combination Agreement and any related agreements. It is
 not intended to provide any other factual information about the Company, the Target
 Companies or any other party to the Business Combination Agreement or any related
 agreement. In particular, the representations, warranties, covenants and agreements
 contained in the Business Combination Agreement, which were made only for purposes
 of such agreement and as of specific dates, are solely for the benefit of the parties
 to the Business Combination Agreement, are subject to limitations agreed upon by the
 contracting parties (including being qualified by confidential disclosures made for
 the purposes of allocating contractual risk between the parties to the Business Combination
 Agreement instead of establishing these matters as facts) and are subject to standards
 of materiality applicable to the contracting parties that may differ from those applicable
 to investors and security holders. Investors and security holders are not third-party
 beneficiaries under the Business Combination Agreement and should not rely on the
 representations, warranties, covenants and agreements, or any descriptions thereof,
 as characterizations of the actual state of facts or condition of any party to the
 Business Combination Agreement. Moreover, information concerning the subject matter
 of the representations and warranties may change after the date of the Business Combination
 Agreement, which subsequent information may or may not be fully reflected in the Company's public disclosures.

 The foregoing description of the Business Combination Agreement and the Exchange Agreement
 is not complete and is qualified in its entirety by reference to the Business Combination
 Agreement and the Exchange Agreement which are incorporated by reference herein.

 Related Agreements

 Sponsor Support Agreement

 In connection with the execution of the Business Combination Agreement, the Company,
 the Target Companies, the Sponsor and the persons set forth on Schedule I thereto
 (collectively with the Sponsor, the "Sponsors") have entered into a Sponsor Support
 Agreement (the "Sponsor Support Agreement"). The Sponsor Support Agreement provides
 that, among other things, the Sponsors agree (i) to vote in favor of the Transactions,
 (ii) to appear at certain Company shareholder meetings for purposes of constituting
 a quorum, (iii) to vote against any proposals that could reasonably be expected to
 prevent or materially impede the Transactions and (iv) to waive any anti-dilution
 adjustment to the conversion ratio with respect to their existing shares that would
 result from the issuance of Newco Ordinary Shares, in each case, on the terms and
 subject to the conditions set forth in the Sponsor Support Agreement.

 In addition, pursuant to the Sponsor Support Agreement, the Sponsors have agreed,
 subject to certain customary exceptions, not to transfer (i) any Newco Ordinary Shares
 owned by such Sponsor until the 12-month anniversary of the Closing, (ii) a number
 of Newco Private Warrants equal to 40% of all Newco Private Warrants owned by such
 Sponsor (including any Newco Ordinary Shares issuable upon the exercise of such warrants)
 until the 12-month anniversary of the Closing and (iii) a number of Newco Private
 Warrants equal to 60% of all Newco Private Warrants owned by such Sponsor (including
 any Newco Ordinary Shares issuable upon the exercise of such warrants) until the 24-month
 anniversary of the Closing. The foregoing restrictions on transfer with respect to
 Newco Ordinary Shares shall be released if the last reported sale price of the Newco
 Ordinary Shares equals or exceeds $12.00 per share for any 20 trading days within
 any 30-trading day period commencing at least 180 days after closing.

 The foregoing description of the Sponsor Support Agreement is not complete and is
 qualified by reference to the Sponsor Support Agreement, which is incorporated herein
 by reference.

 Amended and Restated Registration Rights Agreement

 Pursuant to the terms of the Business Combination Agreement, at the Closing, Newco,
 the Sponsor and certain other holders of the Newco Ordinary Shares will enter into
 an Amended and Restated Registration Rights Agreement (the "Registration Rights Agreement").
 The Registration Rights Agreement will provide these holders (and their permitted
 transferees) with the right to require Newco, at Newco's expense, to register the Newco Ordinary Shares that they hold, on customary terms,
 including customary demand and piggyback registration rights. The Registration Rights
 Agreement will also provide that Newco pay certain expenses of the electing holders
 relating to such registration and indemnify them against liabilities that may arise
 under the Securities Act.

 The foregoing description of the Registration Rights Agreement is not complete and
 is qualified in its entirety by reference to the form of Registration Rights Agreement,
 which is attached as Exhibit A to the Business Combination Agreement which is incorporated
 by reference herein.

 Subscription Agreements

 Concurrently with the execution of the Business Combination Agreement, the Company,
 Newco, Blyvoor Gold and the Sponsor entered into subscription agreements with certain
 institutional and accredited investors (the "PIPE Investors", and each a "PIPE Investor",
 and the subscription agreements, the "Subscription Agreements") pursuant to which
 the PIPE Investors have agreed, subject to the terms and conditions set forth therein,
 to subscribe for and purchase from Newco at the Closing, an aggregate of 750,000 Newco
 Ordinary Shares (the "PIPE Shares"), at a purchase price of $10 per share, for an
 aggregate cash amount of $7,500,000.

 Pursuant to the Subscription Agreements, a PIPE Investor may elect to reduce the number
 of PIPE Shares it is obligated to purchase under its Subscription Agreement, on a
 one-for-one basis, up to the total amount of PIPE Shares subscribed thereunder, to
 the extent PIPE Investor (i) purchases Rigel Class A Ordinary Shares (the "Open-Market
 Purchase Shares") in open market transactions at a price of less than the Closing
 redemption price per-share prior to the record date established for voting at the
 Company shareholder meeting held to approve the Transactions (the "Rigel Stockholder
 Meeting"), but only if the PIPE Investor agrees, with respect to such Open-Market
 Purchase Shares, to (A) not sell or transfer any such Open-Market Purchase Shares
 prior to the Closing (B) not vote any such Open-Market Purchase Shares in favor of
 approving the Transactions and instead submits a proxy abstaining from voting thereon
 and (C) to the extent such investor has the right to have all or some of its Open-Market
 Purchase Shares redeemed for cash in connection with the Closing, not exercise any
 such redemption rights; and (ii) beneficially owned any Rigel Class A Ordinary Shares
 as of the date of its Subscription Agreement (the "Currently Owned Shares" and together
 with the Open-Market Purchase Shares and the PIPE Shares, the "Total PIPE Shares"),
 but only if the PIPE Investor agrees, with respect to such Currently Owned Shares,
 to (A) not to sell or transfer and such Currently Owned Shares prior to the Closing,
 (B) vote all of its Currently Owned Shares in favor of approving the Transactions
 at the Rigel Stockholder Meeting, and (C) to the extent such investor has the right
 to have all or some of its Currently Owned Shares redeemed for cash in connection
 with the Closing, not exercise any such redemption rights.

 In addition, in connection with the Closing and pursuant to the Subscription Agreements:

 (i)

 the Sponsor shall surrender an aggregate number of Rigel Class B Ordinary Shares it
 holds in an amount equal to (a) (I) 4, multiplied by (II) the aggregate number of
 Total PIPE Shares, divided by (b) 10 (the "Sponsor Forfeit Shares"); and

 (ii)

 Blyvoor Gold shall surrender an aggregate number of Newco Ordinary Shares it receives
 as Exchange Consideration in an amount equal to (a) (I) 1, multiplied by (II) the
 aggregate number of Total PIPE Shares, divided by (b) 10 (the "Blyvoor Forfeit Shares");
 and

 (iii)

 each PIPE Investors shall receive following the Closing, a number of Newco Ordinary
 Shares equal to the sum of the Sponsor Forfeit Shares and the Blyvoor Forfeit Shares
 for no additional cash consideration.

 The foregoing description of the Subscription Agreements does not purport to be complete
 and is qualified in its entirety by the terms and conditions of the form of the Subscription
 Agreement, a copy of which is incorporated by reference herein.

 Omnibus
Amendment to the Business Combination Agreement and the Sponsor Support Agreement

 On
October 17, 2024, Rigel, Aurous Resources, Merger Sub, the Sponsor, Blyvoor Resources and Tailings entered into that certain Omnibus
Amendment, which was subsequently amended and restated in its entirety by that certain Amended and Restated Omnibus Amendment, dated
as of December 20, 2024, pursuant to which Rigel, Aurous Resources, Merger Sub, the Sponsor, Blyvoor Resources and Tailings agreed to
amend the Business Combination Agreement to, among other things:

 change
 the termination date of the Business Combination Agreement from August 9, 2024 to January
 31, 2025;

 amend
 the definition of "Rigel Transaction Expenses" under the Business Combination
 Agreement to include the aggregate amount of outstanding principal and accrued interest of
 Rigel or Aurous Resources under the Working Capital Loans (as defined in the Omnibus Amendment),
 including any amounts owed to the Sponsor, Orion GP or any of their respective affiliates
 pursuant to the Working Capital Loans (as defined in the Omnibus Amendment) existing as of
 October 17, 2024 or, subject to the approval of Blyvoor Gold, issued through the Closing
 Date;

 for the order of priority in which closing payments related to Rigel Transaction Expenses
 (including the Working Capital Loans (as defined in the Omnibus Amendment)) and Target Group
 Company Transaction Expenses are to be paid under the Business Combination Agreement;

 that Rigel will, and will cause its affiliates to, procure that Orion Fund III will in no
 event receive any Rigel Public Warrants or Rigel Private Warrants in connection with the
 exercise of any rights to purchase or otherwise acquire any equity interests of Rigel or
 otherwise pursuant to the Orion Forward Purchase Agreement;

 that the parties to the Business Combination Agreement will ensure that, as of the Closing,
 a majority of the Aurous Resources Board will be South African citizens who are ordinarily
 residents of South Africa; and

 clarify
 that the aggregate amount of Target Group Company Transaction Expenses and Rigel Transaction
 Expenses to be paid in cash by Aurous Resources in connection with the Closing shall not
 be in excess of (a) $17 million in the event that Aggregate Cash Proceeds are less than or
 equal to $53 million and (b) $20 million in the event that Aggregate Cash Proceeds are greater
 than $53 million; and

 update
 the First Base Case Milestone, the Second Base Case Milestone, the First Downside Milestone
 (as defined in the Business Combination Agreement) and the Second Downside Milestone (as
 defined in the Business Combination Agreement).

 In
addition, the Omnibus Amendment amends the Sponsor Support Agreement to, among other things:

 that, in the event Blyvoor Gold would not beneficially own, as of the Closing, an aggregate
 amount of Aurous Resources Ordinary Shares representing at least a majority of the issued
 and outstanding Aurous Resources Ordinary Shares on a fully diluted, as exercised and as
 converted basis (the "Minimum Percentage"), each Sponsor under the Sponsor Support
 Agreement will sell to Aurous Resources immediately prior to the Merger Effective Time, but
 subject to at the Closing, a certain number of either the Rigel Public Warrants or Rigel
 Private Warrants, at a price per warrant equal to the volume-weighted average price of the
 Rigel Public Warrants for the 30-day period preceding the Closing, such that, after giving
 effect to such sale, Blyvoor Gold will beneficially own an aggregate amount of Aurous Resources
 Ordinary Shares representing at least the Minimum Percentage (such sale, the "Sponsor
 Warrant Redemption");

 that, in the event the aggregate Target Group Company Transaction Expenses and Rigel Transaction
 Expenses (including the Working Capital Loans, as defined in the Omnibus Amendment) exceeds
 an amount equal to (a) the sum of (i) the amount left in the Trust Account after giving effect
 to Rigel shareholder redemptions, (ii) the aggregate amount of cash that has been funded
 to Rigel pursuant to the Subscription Agreements with respect to the PIPE Investment and
 the PIPE Financing and (iii) the aggregate amount of cash that has been funded to Aurous
 Resources pursuant to the Orion Forward Purchase Agreement, less (b) the sum of (i) the Cash
 Consideration and (ii) $33 million (any such excess, the "Expense Overage Amount"):

 each
 of Aurous Resources and the Sponsor will, and will cause their respective affiliates to,
 (i) extend the maturity date on each of the Working Capital Loans (as defined in the Omnibus
 Amendment) in which the principal amount of indebtedness outstanding thereunder comprises
 a portion of the unpaid Expense Overage Amount for an additional 12-month period, such extension
 to be effective as of Closing Date and (ii) provide that such applicable Working Capital
 Loans (as defined in the Omnibus Amendment) will bear interest beginning on three-month anniversary
 of the Closing; and

 in
 connection with the Sponsor Warrant Redemption (if any), Aurous Resource will, in lieu of
 a cash payment in respect of the per warrant purchase price, prepare and issue non-interest
 bearing promissory notes in favor of each Sponsor under the Sponsor Support Agreement with
 a principal amount equal to such Sponsor's pro rata portion of the warrant purchase
 price;

 that each Sponsor under the Sponsor Support Agreement will, and will cause its affiliates
 to, (i) exercise either of the Rigel Public Warrant or Rigel Private Warrant only on a "cashless
 basis" pursuant to the terms thereof and (ii) forgo any right of conversion with respect
 to any Working Capital Loans (as defined in the Omnibus Amendment) (including any right to
 convert any such Working Capital Loans (as defined in the Omnibus Amendment) into Aurous
 Resources Ordinary Shares);

 that the Sponsor shall be liable for 100% of the unpaid aggregate Target Group Company Transaction
 Expenses and Rigel Transaction Expenses as of Closing (other than the Working Capital Loans
 (as defined in the Omnibus Amendment)) (i) in excess of $17 million in the event that Aggregate
 Cash Proceeds are less than or equal to $53 million and (ii) in excess of $20 million in
 the event that Aggregate Cash Proceeds are greater than $53 million; and

 that, prior to the Closing, the Sponsor shall forgive in full the aggregate principal amount
 of indebtedness outstanding under the December 2024 Loan, and that to the extent such amount
 has not been so forgiven in full by such time, any such shortfall shall automatically be
 forgiven, effective as of immediately prior to Closing.

 On
February 28, 2025, shareholders of the Company held an extraordinary general meeting (the "2025 Extraordinary General Meeting")
for the following purposes:

 to
 authorize, approve, ratify and confirm in all respects, by an ordinary resolution, the Company's
 entry into the Business Combination Agreement, dated as of March 11, 2024, by and among the
 Company, Blyvoor Gold Resources Proprietary Limited, a South African private limited liability
 company ("Aurous Gold"), Blyvoor Gold Operations Proprietary Limited, a South
 African private limited liability company ("Gauta Tailings" and, together with
 Aurous Gold, the "Target Companies," each, a "Target Company"), Aurous
 Resources (f/k/a RRAC NewCo), a Cayman Islands exempted company ("Aurous Resources"),
 and RRAC Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of Aurous
 Resources ("Merger Sub") (as may be amended from time to time, the "Business
 Combination Agreement"), a copy of which is attached to the Company's definitive
 proxy statement/prospectus relating to the Meeting filed by the Company with the Securities
 and Exchange Commission on January 15, 2025 (the "Proxy Statement") as Annex
 A, as amended by the Omnibus Amendment, dated as of December 20, 2024, a copy of which is
 attached to the Proxy Statement as Annex A-1, pursuant to which, among other things, the
 Company will merge with and into Merger Sub, with Merger Sub surviving the merger as a wholly
 owned subsidiary of Aurous Resources (the "Business Combination"), in accordance
 with the terms and subject to the conditions of the Business Combination Agreement (the "Business
 Combination Proposal");

 to
 authorize, approve, ratify and confirm in all respects, by a special resolution, the Plan
 of Merger, by and among the Company and Merger Sub, substantially in the form attached to
 the Proxy Statement as Annex B (including the annexures thereto, the "Plan of Merger")
 and all the undertaking, property and liabilities of the Company vest in Merger Sub by virtue
 of such merger pursuant to the Companies Act (as amended) of the Cayman Islands, the merger
 of the Company with and into Merger Sub with Merger Sub surviving the merger, and the Company's
 entry into the Plan of Merger (the "Merger Proposal");

 to
 adopt, ratify, approve and confirm in all respects, by an ordinary resolution, the 2024 Equity
 Incentive Plan, a copy of which is attached to the Proxy Statement as Annex C and any form
 award agreement thereunder (the "Equity Incentive Plan Proposal" and together
 with the Business Combination Proposal and the Merger Proposal, the "Proposals");
 and

 to
 adjourn, by an ordinary resolution, the Meeting to a later date or dates, if necessary, to
 be determined by the Rigel Board (as defined in the Proxy Statement) (i) to ensure that any
 supplement or amendment to the Proxy Statement is provided to Rigel's shareholders,
 (ii) in order to solicit additional proxies from Rigel's shareholders in favor of any
 of the other Proposals being presented or (iii) only with the prior written consent of the
 Target Companies, for the purposes of satisfying the Available Cash Condition (as defined
 in the Proxy Statement)(the "Adjournment Proposal")

 The
 Business Combination Proposal, Merger Proposal and Equity Incentive Plan Proposal were approved.
 As there were sufficient votes to approve the Proposals, the Adjournment Proposal was not
 presented to the Company's shareholders.

 In connection with the 2025 Extraordinary General Meeting, shareholders
holding 6,369,522 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of the funds in the Company's
trust account upon the consummation of the business combination. The Company intends to consummate the Business Combination as soon as
possible, subject to the satisfaction or waiver of all other closing conditions, and may accept reversals of redemption requests prior
to the closing of the Business Combination. In addition to the Available Cash Condition (as defined in the Business Combination Agreement),
the completion of the Business Combination is conditioned on the satisfaction or waiver of certain other closing conditions that are not
within Rigel's, Aurous Resources' or the Target Companies' control, including, among other things, (i) receipt of approval
for listing on the Nasdaq Stock Market LLC ("NASDAQ") of the Aurous Resources ordinary shares and Aurous Resources public
warrants to be issued in connection with the transactions contemplated by the Business Combination Agreement and (ii) receipt of certain
required regulatory approvals, including by the Financial Surveillance Department of the South African Reserve Bank, that have yet to
be obtained. The parties to the Business Combination Agreement may not satisfy all of the conditions to the closing in the Business Combination
Agreement and, accordingly, the transactions contemplated therein may not be completed. If the closing conditions are not satisfied or
waived, the Business Combination will not occur.

 Results of Operations

 As of December 31, 2024, we have neither engaged
in any operations nor generated any revenues. Our only activities since April 6, 2021 (inception) through December 31, 2024 have been
organizational activities and those necessary to prepare for the Initial Public Offering and, after our Initial Public Offering, identifying
a target company for our Business Combination. We do not expect to generate any operating revenues until after the completion of our initial
Business Combination. We have generated non-operating income in the form of (i) prior to August 15, 2023, interest income on marketable
securities held in the trust account and (ii) since August 15, 2023, interest income on cash held in an interest bearing demand deposit
account. We are incurring expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance),
as well as expenses for due diligence on prospective Business Combination candidates.

 For the year ended December 31, 2024, we had net
loss of $7,759,598 which consists of interest income on funds held in the trust account of $8,592,471, a change in fair value of the
convertible notes of $1,921,110, a gain on waiver of deferred underwriting commission of $680,400 and a change in fair value of the
derivative liabilities of $7,607,425 and operating costs of $7,503,934.

 For the year ended December 31, 2023, we had net
income of $7,472,703 which consists of interest income on funds held in the trust account of $13,460,331, a change in fair value of the
convertible notes of $8,792, partially offset by a loss in fair value of the derivative liabilities of $3,545,682 and by operating costs
of $2,450,738.

 Liquidity and Capital Resources

 On November 9, 2021, the Company consummated the Initial Public Offering of 27,500,000 Units, generating
 gross proceeds of $275,000,000.

 Simultaneously with the closing of the Initial Public Offering, the Company consummated
 the Private Placement of an aggregate of 14,000,000 Private Placement Warrants - 11,300,000
 to Rigel Resource Acquisition Holding LLC (the "Sponsor"), 100,000 to Nathanael Abebe, 35,000 to Christine Coignard, 25,000 to Kelvin Dushnisky,
 200,000 to L. Peter O'Hagan and 2,340,000 to Orion Mine Finance GP III LP - at a purchase price of $1.00
 per Private Placement Warrant, generating gross proceeds to the Company in the amount
 of $14,000,000.

 On November 9, 2021, the underwriter purchased an additional 2,500,000 Units pursuant to a partial
 exercise of the over-allotment option. The Units were sold at an offering price of
 $10.00 per Unit, generating additional gross proceeds to the Company of $25,000,000.
 The underwriter did not exercise the remainder of the over-allotment option and the
 Sponsor forfeited 406,250 Founder Shares upon expiration of the over-allotment option.

 As of December 31, 2024, the Company had funds
held in the Trust Account of $83,293,711. On May 8, 2023, the Sponsor deposited an aggregate of $3,000,000 into the Trust Account in order
to extend the period of time the Company has to consummate its initial Business Combination by three months, from May 9, 2023 to August
9, 2023. On August 8, 2023, the Charter Amendments became effective and the period of time the Company has to consummate its initial Business
Combination was extended up to August 9, 2024. On August 9, 2023, August 31, 2023, September 29, 2023, October 31, 2023, November 30,
2023, and December 28, 2023, the Sponsor made contributions of $248,387, $350,000, $350,000, $200,000, and $550,000 respectively, to the
Trust Account under the Second Extension Loan. In connection with the Charter Amendments, the holders of 5,429,967 Class A ordinary shares
properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.73 per share, for an aggregate
redemption amount of $58,279,780. On August 10, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee
with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market funds held in the Trust Account
and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account at a bank until the earlier of the
consummation of the Company's initial Business Combination or the liquidation of the Company. Interest income on the balance in
the Trust Account may be used by the Company to pay taxes, if any and up to $100,000 of dissolution expenses.

 As of December 31, 2023, we had marketable securities
held in the trust account of $270,667,736, consisting of U.S. Treasury Bills with a maturity of 180 days or less.

 For the year ended December 31, 2024, cash used in
operating activities was $4,421,780. Net Loss was $7,759,598, primarily as a result of a change in fair value of convertible notes of
$1,921,110, a change in the fair value of derivative liabilities of $7,607,425, a gain on waiver of deferred underwriting commission of
$680,400, and interest income on funds held in the trust account of $8,592,471. Changes in operating assets and liabilities provided cash
of $3,082,154 in operating activities. For the year ended December 31, 2023, cash used in operating activities was $1,724,125. Net income
was $7,472,703 primarily as a result of a gain in fair value of convertible note of $8,792, a loss in fair value of the derivative liabilities
of $3,545,682 and interest income on funds held in the trust account of $13,460,331. Changes in operating assets and liabilities provided
cash of $726,613 in operating activities.

 We intend to use substantially all of the funds
held in the trust account, including any amounts representing interest earned on the trust account (less deferred underwriting commissions)
to complete our initial Business Combination. We may withdraw interest to make permitted withdrawals. To the extent that our capital shares
or debt is used, in whole or in part, as consideration to complete our initial Business Combination, the remaining proceeds held in the
trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions
and pursue our growth strategies.

 As of December 31, 2024, we had cash of $148,968
held outside the trust account. We intend to use the funds held outside the trust account primarily to identify and evaluate target businesses,
perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective
target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses
and structure, negotiate and complete an initial Business Combination.

 In order to fund working capital deficiencies or finance transaction costs in connection
 an initial Business Combination, our initial shareholders or their affiliates may,
 but are not obligated to, loan us funds, as may be required. If we complete an initial
 Business Combination, we will repay such loaned amounts. In the event that an initial
 Business Combination does not close, we may use a portion of the working capital held
 outside the trust account to repay such loaned amounts, but no proceeds from our trust
 account would be used for such repayment. Up to $1,500,000 of such loans may be convertible
 into warrants identical to the Private Placement Warrants at a price of $1.00 per
 warrant at the option of the lender.

 On May 18, 2022, the Company entered into a Convertible Promissory Note (the "Working Capital Loan") with the Sponsor. Pursuant to the Working Capital Loan, the Sponsor has agreed to
 loan to the Company up to $1,500,000 to be used for working capital purposes. Up to
 $1,500,000 of the loans may be settled in whole warrants to purchase Class A ordinary
 shares of the Company at a conversion price equal to $1.00 per warrant. The loans
 will not bear any interest, and will be repayable by the Company to the Sponsor upon
 the earlier of the date by which the Company must complete an initial Business Combination
 pursuant to its amended and restated memorandum and articles of association (as amended
 from time to time) and the consummation of the Company's initial Business Combination. On May 18, 2022, February 21, 2023, September 29, 2023, November 30, 2023, and December 28, 2023, the Sponsor advanced
 $300,000, $250,000, $200,000, $200,000, and $550,000 respectively, to the Company under the Working Capital Loan.

 Pursuant to the convertible promissory note dated
as of May 8, 2023 (the "First Extension Loan"), the Sponsor advanced $3,000,000 in connection with the extension of the period
of time the Company has to consummate its initial Business Combination from May 9, 2023 to August 9, 2023. Up to $3,000,000 of the loans
under the First Extension Loan can be settled in whole warrants to purchase Class A ordinary shares at a conversion price equal to $1.00
per warrant upon maturity or prepayment of the First Extension Loan. The loans under the First Extension Loan will not bear any interest
and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial Business
Combination and the consummation of the Company's initial Business Combination. The maturity date of the First Extension Loan may
be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the First Extension Loan
may be prepaid at any time by the Company, at its election and without penalty. As of December 31, 2024 and 2023, there was $3,000,000
and $3,000,000 outstanding under the First Extension Loan, respectively, and is included in convertible promissory notes - related parties
on the accompanying balance sheets.

 On December 28, 2023, the Company amended and
restated: (i) that the First Extension Loan and (ii) the Second Extension Loan (together with the First Extension Loan, the "Amended
and Restated Extension Loans") to add Orion Mine Finance GP III LP, a Cayman Islands limited partnership and an affiliate of the
Sponsor, as a payee (together with the Sponsor, the "Payees"). The Amended and Restated Extension Loans will be repayable
by the Company to the Payees on a pro rata basis based on the amount of the principal balance each Payee has advanced under the Amended
and Restated Extension Loans. The Amended and Restated Extension Loans do not otherwise materially modify the terms of the First Extension
Loan and the Second Extension Loan and are effective as of May 8, 2023 and August 9, 2023, respectively. On August 9, 2023, August 31,
2023, September 29, 2023, October 31, 2023, November 30, 2023 and December 29, 2023, the Sponsor advanced $248,387, $350,000, $350,000
and $350,000, $350,000, and $350,000 respectively to the Company under the Second Extension Loan. As of December 31, 2024 and 2023, there
was $4,200,000 and $1,998,387 outstanding under the Second Extension Loan, respectively, and is included in convertible promissory notes
- related parties on the accompanying balance sheets.

 On December 28, 2023, the Company entered into
a Promissory Note (the "December 2023 Working Capital Loan") with the Sponsor. Pursuant to the December 2023 Working Capital
Loan, the Sponsor has agreed to loan to the Company up to $1,500,000 to be used for working capital purposes. The loans will not bear
any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial
Business Combination pursuant to its amended Charter (as amended from time to time) and the consummation of the Company's initial
Business Combination. On December 28, 2023, the Company borrowed $600,000 under the December 2023 Working Capital Loan. As of December
31, 2024 and December 31, 2023, there was $1,500,000 and $600,000 outstanding under the December 2023 Working Capital
Loan, respectively, and is included in convertible promissory notes – related parties on the accompanying balance sheets.

into a Promissory Note (the "May 2024 Working Capital Loan") with the Sponsor. Pursuant to the May 2024 Working
Capital Loan, the Sponsor has agreed to loan to the Company up to $1,000,000 to be used for working capital purposes. The loans will not
bear any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete
an initial Business Combination pursuant to its amended Charter (as amended from time to time) and the consummation of the Company's
initial Business Combination. On May 30, 2024, June 25, 2024 and July 31, 2024, the Company borrowed $250,000, $500,000 and
$250,000 under the May 2024 Working Capital Loan, respectively. As of December 31, 2024 and December 31, 2023, there was $1,000,000
and $0 outstanding under the May 2024 Working Capital Loan, respectively, and is included in convertible promissory notes - related

Promissory Note (the "August 2024 Working Capital Loan") with the Sponsor. Pursuant to the August 2024 Working Capital Loan,
the Sponsor has agreed to loan to the Company up to $1,500,000 to be used for working capital purposes. The loans will not bear any
interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial
Business Combination pursuant to its amended Charter (as amended from time to time) and the consummation of the Company's initial
Business Combination. On September 27, 2024, December 2, 2024 and December 27,2024 the Company borrowed $750,000, $250,000 and $500,000 under
the August 2024 Working Capital Loan, respectively. As of December 31, 2024 and December 31, 2023, there was $1,500,000 and $0 outstanding
under the August 2024 Working Capital Loan, respectively, and is included in convertible promissory notes - related parties on the accompanying

 On December 23, 2024, the Company entered
into a Promissory Note (the "December 2024 Working Capital Loan") with the Sponsor. Pursuant to the December 2024 Working
Capital Loan, the Sponsor has agreed to loan the Company up to $1,750,000 to be used for working capital purposes. The loan will not bear
any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial
business combination pursuant to its amended and restated memorandum and articles of association (as amended from time to time) and the
consummation of the Company's initial business combination. On December 27, 2024, the Company borrowed $1,100,000 under the December
2024 Working Capital Loan. As of December 31, 2024 and December 31, 2023, there was $1,100,000 and $0 outstanding under the December 2024
Working Capital Loan, respectively, and is included in convertible promissory notes - related parties on the accompanying balance sheets.

 The Company has incurred and expects to continue to incur significant costs in pursuit
 of its acquisition plans. In addition, the Company currently has less than 12 months
 from the date these financial statements were issued to complete a Business Combination
 transaction. In connection with the Company's assessment of going concern considerations in accordance with ASU 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," the Company does not have adequate liquidity to sustain operations. These conditions
 raise substantial doubt about the Company's ability to continue as a going concern for a period of time within one year after
 the date that the financial statements are issued. There is no assurance that the
 Company's plans to raise capital or to consummate a Business Combination will be successful
 or successful within the Combination Period. The financial statements do not include
 any adjustments that might result from the outcome of this uncertainty.

 Off-balance Sheet Financing Arrangements

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

 Contractual Obligations

 We do not have any long-term debt, lease obligations,
operating lease obligations, purchase obligations or long-term liabilities, other than an agreement to pay an affiliate of our Sponsor
a monthly fee of $10,000 for office space, administrative and support services, under which we began incurring fees on November 9,
2021 and will continue to incur fees monthly for up to until the earlier of the completion of our initial Business Combination or our
liquidation.

 The underwriter was entitled to a cash underwriting
discount of $0.20 per Unit, or $6,000,000 which was paid upon the closing of the Initial Public Offering. In addition, the underwriter
was entitled to a deferred fee of $0.35 per Unit, or $10,500,000. The deferred fee would have become payable to the underwriter from the
amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting
agreement. During the three months ended March 31, 2024, the Company obtained a waiver of the deferred commission from the underwriter.
As a result, the Company recorded a reduction of $10,500,000 of deferred underwriting fees payable and a gain on the waiver of deferred
underwriting commission payable in the period ending March 31, 2024.

 As of December 31, 2024 and 2023, the Company
had incurred legal fees related to the Initial Public Offering and general corporate services of approximately $3,415,000 and $491,700,
respectively. Approximately $378,300 of these fees will only become due and payable upon the consummation of a Business Combination. As
of December 31, 2024 and 2023, the outstanding balance of the legal fees is in accrued offering costs of approximately $378,300. As of
December 31, 2024 and 2023, the Company had accrued expenses of approximately $3,037,000 and $113,400, respectively, on the balance sheets.

 The Company entered into a Forward Purchase Agreement on November, 4, 2021 with an
 affiliate of the Sponsor, Orion Mine Finance, which, subject to the approval of Orion
 Mine Finance's investment committee as well as customary closing conditions, will provide for the
 purchase of up to 5,000,000 Units, with each unit consisting of one Class A ordinary
 share and one-half of one redeemable warrant to purchase one Class A ordinary share,
 at $11.50 per share, subject to adjustment, for a purchase price of $10.00 per unit,
 in a private placement to occur in connection with the closing of a Business Combination.

 Critical Accounting estimates and policies:

 The preparation of financial statements and related disclosures in conformity with
 U.S. GAAP requires management to make estimates and assumptions that affect the reported
 amounts of assets and liabilities, disclosure of contingent assets and liabilities
 at the date of the financial statements, and income and expenses during the periods
 reported. Actual results could materially differ from those estimates. The Company
 has identified the following as its critical accounting estimates and policies:

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

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

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

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

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

 Class A ordinary shares subject to possible redemption

 The Company accounts for its ordinary shares subject
to possible redemption in accordance with the guidance enumerated in ASC 480 " Distinguishing Liabilities from Equity ".
Ordinary shares subject to mandatory redemption 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' equity. The Company's Class A ordinary shares
feature certain redemption rights that are considered by the Company to be outside of the Company's control and subject to the occurrence
of uncertain future events. Accordingly, at December 31, 2024 and 2023, the Class A ordinary shares subject to possible redemption in
the amount of $83,293,711 and $270,667,736 are presented as temporary equity, outside of the shareholders' deficit section of the
Company's balance sheets, respectively.

 The Company recognizes changes in redemption value immediately as they occur and adjusts
 the carrying value of redeemable shares of Class A ordinary shares to equal the redemption
 value at the end of each reporting period. Immediately upon the closing of the Initial
 Public Offering, the Company recognized a measurement adjustment from initial book
 value to redemption amount value. The change in the carrying value of the redeemable
 Class A ordinary shares resulted in charges against additional paid-in capital and
 accumulated deficit.

 Redemption of Class A Ordinary Shares

 In connection with the vote to approve the Charter Amendments, the holders of 5,429,967
 Class A ordinary shares properly exercised their right to redeem their shares for
 cash at a redemption price of approximately $10.73 per share, for an aggregate redemption
 amount of $58,279,780, leaving approximately $263,710,000 in the Trust
 Account.

 In connection with the 2024 Extension Amendment,
the holders of 17,440,475 Class A Ordinary Shares properly exercised their right to redeem their shares for cash at a redemption price
of approximately $11.40 per share, for an aggregate redemption amount of $198,881,065, leaving approximately $81,301,345 in the Company's
trust account.

 In connection with the 2025 Extraordinary General
Meeting, shareholders holding 6,369,522 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata portion of
the funds in the Company's trust account upon the consummation of the business combination. The Company intends to consummate the Business Combination as soon as possible, subject to the satisfaction or waiver of all other closing
conditions, and may accept reversals of redemption requests prior to the closing of the Business Combination. In addition to the Available
Cash Condition (as defined in the Business Combination Agreement), the completion of the Business Combination is conditioned on the satisfaction
or waiver of certain other closing conditions that are not within Rigel's, Aurous Resources' or the Target Companies'
control, including, among other things, (i) receipt of approval for listing on the Nasdaq Stock Market LLC ("NASDAQ") of the
Aurous Resources ordinary shares and Aurous Resources public warrants to be issued in connection with the transactions contemplated by
the Business Combination Agreement and (ii) receipt of certain required regulatory approvals, including by the Financial Surveillance
Department of the South African Reserve Bank, that have yet to be obtained. The parties to the Business Combination Agreement may not
satisfy all of the conditions to the closing in the Business Combination Agreement and, accordingly, the transactions contemplated therein
may not be completed. If the closing conditions are not satisfied or waived, the Business Combination will not occur.

 Net income (loss) per share

 Net income (loss) per share is computed by dividing
net income (loss) by the weighted average number of ordinary shares during the period. The Company applies the two-class method in calculating
earnings per share. Earnings are shared pro rata between the two classes of shares. The calculation of diluted income (loss) per ordinary
share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, (ii) Private Placement and
(iii) embedded conversion feature of the related parties convertible promissory notes, since the strike prices of these instruments are
out of the money. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented.
The warrants are exercisable to purchase 15,000,000 Class A ordinary shares in the aggregate.

 Convertible Promissory Notes

 The Company accounts for their convertible promissory notes under ASC 815, " Derivatives and Hedging" ("ASC 815"). Under 815-15-25, the election can be at the inception of a financial instrument
 to account for the instrument under the fair value option under ASC 825. The Company
 has made such election for their convertible promissory notes. Using the fair value option, the convertible promissory notes are required to be recorded at its initial fair value on the date of issuance, and each
 balance sheet date thereafter. Changes in the estimated fair value of the notes are
 recognized as a non-cash gain or loss on the 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 Topic 815, " Derivatives and Hedging." The Company's derivative instruments are recorded at fair value as of the closing date of the
 Initial Public Offering (November 9, 2021) and re-valued at each reporting date, with changes in the fair value reported
 in the statements of operations. Derivative assets and liabilities are classified
 on the 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 has determined the public warrants, the Private Placement Warrants and Forward Purchase Agreement are derivative instruments.
 As the public warrants, the Private Placement Warrants and the Forward Purchase Agreement meet the definition
 of a derivative, the public warrants, the Private Placement Warrants and Forward Purchase Agreement are measured at fair
 value at issuance and at each reporting date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statements of operations in the period
 of change.

 Warrant Instruments

 The Company accounts for the public warrants, the Private Placement Warrants and the Forward Purchase Agreement issued in connection
 with the Initial Public Offering and the Private Placement in accordance with the
 guidance contained in FASB ASC 815, " Derivatives and Hedging " whereby under that provision, the public warrants, the Private Placement Warrants and the Forward Purchase Agreement do not meet the
 criteria for equity treatment and must be recorded as a liability. Accordingly, the
 Company classifies the warrant instrument as a liability at fair value and adjust
 the instrument to fair value at each reporting period. This liability will be re-measured
 at each balance sheet date until the public warrants, the Private Placement Warrants and the Forward Purchase Agreement are exercised
 or expire, and any change in fair value will be recognized in the Company's statements of operations. The fair value of the public warrants and the Private Placement Warrants were estimated at issuance using the Monte Carlo
 simulation model and the modified Black-Scholes model, respectively. The Forward Purchase
 Agreement was valued using a valuation model that factors in certain assumptions such
 as the probability of Business Combination, risk free rate and expected period until
 Business Combination. The valuation models utilize inputs and other assumptions and
 may not be reflective of the price at which they can be settled. Such warrant classification
 is also subject to re-evaluation at each reporting period. The Public and Private
 Warrants will be valued at each reporting period using the publicly available price
 for the Warrant.

 Recent Accounting Standards

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

 In November 2023, the FASB issued Accounting Standards
Update 2023-07 – Segment Reporting – Improvements to Reportable Segment Disclosures ("ASU 2023-07"). Operating
segments are defined as components of an enterprise that engage in business activity for which discrete financial information is available
and regularly reviewed by the chief operating decision maker ("CODM"), in deciding how to allocate resources and to access
performance. The Company's Chief Financial Officer is the CODM. The Company is a non-revenue generating entity formed solely for
the purpose of effectuating a business combination transaction. The CODM reviews the Company's operations and manages expenses incurred
on a consolidated basis. Accordingly the Company has a single reporting segment. The CODM assesses performance of the reportable segment
and decides how to allocate resources based on net loss that also is reported on the consolidated statement of operations as consolidated
net loss. The Company does not have intra-entity transfers.

 This update requires public entities to disclose
its significant segment expense categories and amounts for each reportable segment. The guidance is effective for fiscal years beginning
after December 15, 2023, and interim periods within those fiscal years. As of December 31, 2024, the Company reported its operations as
a single reportable segment, noting no disaggregation of Company activities, management or allocation of resources by geographic region,
business activity or organizational method, thus this new guidance does not affect the disclosures.

 Item 7.A. Quantitative and Qualitative Disclosure About Market Risk.

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

 Item 8. Financial Statements and Supplementary Data

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

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

 None.

 Item 9.A. Controls and Procedures.

 Disclosure Controls and Procedures

 Evaluation of Disclosure Controls and Procedures

 Disclosure controls are procedures that are designed with the objective of ensuring
 that information required to be disclosed in our reports filed under the Exchange
 Act, such as this Annual Report, are recorded, processed, summarized, and reported
 within the time period specified in the SEC's rules and forms. Disclosure controls are also designed with the objective of ensuring
 that such information is accumulated and communicated to our management, including
 the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely
 decisions regarding required disclosure. Our management, with the participation of
 our Chief Executive Officer and Chief Financial Officer (our principal executive officer
 and principal financial officer, respectively), evaluated the effectiveness of our
 disclosure controls and procedures as of December 31, 2024, and noted the following deficiency that we believe to be a material weakness in
 internal controls over financial reporting: the Company's processes to ensure its financial statements were properly presented in accordance
 with GAAP did not operate effectively. Based on this evaluation, our management concluded
 that our disclosure controls and procedures were not effective as of December 31, 2024.

 During the year ended December 31, 2024,
we have sought to remediate the material weakness and will continue to take remediation steps, including devoting additional
resources to the improvement of our internal control over financial reporting as it relates to the accounting treatment for complex financial
instruments. While we have processes to identify and appropriately apply applicable accounting requirements, we are enhancing these processes
to better evaluate our research and understanding of the nuances of the complex accounting standards that apply to our securities and
financial statements. We have also added additional layers of management oversight on the accrual of operating expenses and valuation
of complex financial instruments. As we continue to evaluate and improve our internal control over financial reporting, management will
review and make necessary changes to the overall design of our internal controls. While we believe these efforts will remediate the material
weakness, the material weakness cannot be considered fully remediated until the applicable remedial controls operate for a sufficient
period of time and management has concluded, through testing, that the controls are operating effectively.

 If we identify any new material weakness in the future, any such newly identified
 material weakness could limit our ability to prevent or detect a misstatement of our
 accounts or disclosures that could result in a material misstatement of our annual
 or interim financial statements. In such case, we may be unable to maintain compliance
 with securities law requirements regarding timely filing of periodic reports in addition
 to applicable stock exchange listing requirements, investors may lose confidence in
 our financial reporting and our stock price may decline as a result. We cannot assure
 you that the measures we have taken to date, or any measures we may take in the future,
 will be sufficient to avoid potential future material weaknesses.

 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 Controls over Financial Reporting

 Our management is responsible for establishing and maintaining adequate internal control
 over financial reporting, as defined under Exchange Act Rules 13a-15(f) and 14d-14(f). Our internal control over financial reporting is designed
 to provide reasonable assurance regarding the reliability of financial reporting and
 the preparation of financial statements for external purposes in accordance with generally
 accepted accounting principles.

 All internal control systems, no matter how well designed, have inherent limitations
 and may not prevent or detect misstatements. Therefore, even those systems determined
 to be effective can only provide reasonable assurance with respect to financial reporting
 reliability and financial statement preparation and presentation. In addition, projections
 of any evaluation of effectiveness to future periods are subject to risk that controls
 become inadequate because of changes in conditions and that the degree of compliance
 with the policies or procedures may deteriorate.

 Management assessed the effectiveness of the Company's
internal control over financial reporting as of December 31, 2024 (the "Evaluation Date"). In making the assessment, management
used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) in Internal Control-Integrated
Framework. Based on its assessment, management concluded that, as of the Evaluation Date, our Company's internal control over financial
reporting was deemed not effective due to the material weakness described above.

 Changes in Internal Control over Financial Reporting

 Except as described above, there was no change in our internal control over financial
 reporting that occurred during the fiscal year ended December 31, 2024, covered by this Annual Report, that has materially affected, or is reasonably likely
 to materially affect, our internal control over financial reporting.

 Item 9.B. Other Information.

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

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

 Not Applicable.

 PART III.

 Item 10. Directors, Executive Officers and Corporate Governance.

 Our current directors and executive officer are as follows:

 Name

 Age

 Title

 Oskar Lewnowski

 Chairman of the Board of Directors

 Chief Executive Officer, Director

 Nathanael Abebe

 President, Director

 Jeff Feeley

 Chief Financial Officer

 Christine Coignard

 Kelvin Dushnisky

 L. Peter O'Hagan

 Timothy Keating

 Oskar Lewnowski, our Chairman of the Board of Directors, is the founder and Chief Investment Officer
 of Orion Resource Partners. Prior to Orion, Mr. Lewnowski was a founding partner of the Red Kite Group, an investment platform that
 was one of the world's leading hedge funds in the metals space and which expanded under Mr. Lewnowski's leadership to specializing in providing bridge, construction, expansion, working
 capital and acquisition finance to mid-cap and single asset mining companies. In 2013
 Mr. Lewnowski established Orion via a spin off of the private equity business from Red
 Kite. Before this, Mr. Lewnowski was a Director for Corporate Development at Varomet Ltd, a metals processor
 and merchant firm which was formed to purchase certain assets out of the Enron Metals
 bankruptcy. While at Varomet, he was responsible for seven acquisitions and divestitures
 totaling over $130 million and business operations (offtake agreements, mining and
 processing) with annual revenues exceeding $1 billion. He was also responsible for
 structuring metal offtake agreements and other physical market transactions. Before
 this, Mr. Lewnowski was a Vice President for Credit Suisse First Boston in London, where he
 was responsible for preparing growth companies for public distribution of their securities.
 Until 1993, he held various positions in trading as well as mergers and acquisitions
 at Deutsche Bank both in New York and Frankfurt culminating in his founding membership
 of the Deutsche Capital Markets Division. Lewnowski earned a BS/BA in Business Administration
 from Georgetown University and an MBA from the Leonard Stern School of Business (New
 York University). Mr. Lewnowski is well qualified to serve as the Chairman of our Board of Directors because
 of his deep knowledge and experience in the mining/metals sector as well as his role
 as founder and Chief Investment Officer of Orion Resource Partners.

 Jonathan Lamb, our Chief Executive Officer and director, is a Portfolio Manager at Orion Resource
 Partners. As a Portfolio Manager, Mr. Lamb is responsible for the origination, structuring, diligence, negotiation and monitoring
 for Orion's metals and mining private equity business. At Orion, Mr. Lamb has direct oversight of several significant portfolio investments, including
 Sweetwater Royalties and Victoria Gold. Prior to Orion, Mr. Lamb was an Investment Manager for the Red Kite Group's Mine Finance business. Before joining Red Kite in 2012, Mr. Lamb worked for Deutsche Bank in their Metals & Mining group within the Global Banking
 division. He has worked on a variety of debt and equity financings as well as M&A
 transactions for clients across the base metals, precious metals, coal, and steel
 sectors. Mr. Lamb graduated with a BA from the College of William and Mary majoring in Government
 and Finance. Mr. Lamb is formerly a director of Atalaya Mining Plc and Lynx Resources Ltd. Mr. Lamb is well qualified to serve on our Board of Directors because of his deep knowledge
 and experience in the mining/metals sector and his operational experience at Orion
 Resource Partners.

 Nathanael Abebe, our President and director, was most recently the Founder and Managing Partner of
 Rockpoint Capital. Prior to starting Rockpoint Capital, Mr. Abebe worked as an Investment Manager at Orion Resource Partners. While at Orion,
 Mr. Abebe evaluated, executed and monitored numerous and diverse private equity transactions.
 Previously, Mr. Abebe was a commodities trading analyst at Lehman Brothers, Barclays Capital, and
 LAMCO focusing on derivatives and quantitative structuring. Mr. Abebe has an MBA from the Wharton Business School, where he was a two-time recipient
 of the Howard E. Mitchell Fellowship. Mr. Abebe also graduated from Rutgers University with BSc in Chemical Engineering with
 Distinction. Mr. Abebe is well qualified to serve on our Board of Directors because of his deep knowledge
 and experience in commodities investing and private equity transactions.

 Jeff Feeley, our Chief Financial Officer, is currently the Chief Financial Officer at Orion Resource
 Partners. Mr. Feeley is responsible for the planning, implementation and strategic management of
 all accounting and finance activities of the firm, as well as the funds they manage.
 This includes business planning, budgeting, forecasting, vendor oversight and directing
 accounting policies, procedures and internal controls. Mr. Feeley also collaborates with Investor Relations on client relationship management,
 Technology on implementing new accounting and reporting software and with Compliance
 on regulatory oversight. Before joining Orion, Mr. Feeley served as the Director of Finance for the Global Equities division of Citadel
 LLC. Prior to Citadel, he spent over 13 years as a Controller at Goldman Sachs. He
 has extensive experience in fund accounting, financial reporting and regulatory reporting
 for funds. Mr. Feeley began his career in public accounting. He earned his BS in Accounting from
 Rutgers University and is a licensed CPA in the state of New York.

 Our Board of Directors

 In addition to Oskar Lewnowski, Jonathan Lamb and Nathanael Abebe, our board is comprised
 of Christine Coignard, Kelvin Dushnisky, L. Peter O'Hagan and Timothy Keating, each of whom our board has designated as independent.

 Christine Coignard, serves on our Board of Directors. Ms. Coignard brings banking, investment, management
 in industrial firms, advisory and Board experience. Ms. Coignard built her career
 on strong risk assessment, corporate finance, structured, and project finance skills
 acquired at the Royal Bank of Canada, Soci t G n rale, and Citi, based in Toronto,
 Paris, London, and Moscow. Ms. Coignard has extensive experience in the mining industry,
 having worked for Norilsk Nickel, the world's largest producer of palladium and one of the world's largest producers of nickel, platinum and copper. Within the framework of her own
 advisory business, she now provides strategic, business development, risk management
 and finance advice to mainly metals and mining companies of all sizes, as well as
 to primarily family-owned investment firms interested in or active in the sector.
 Ms. Coignard was a Non-Executive Director at Polymetal International Plc, the FTSE100
 gold mining company, serving consecutive non-executive board roles including as Senior
 Independent Director, Chair of the Remuneration Committee, Member of the Nomination
 Committee and Member of the Audit and Risk Committee. She is now an Independent Non-Executive
 Director at Eramet SA, a metals and metallurgy group operating in more than 20 countries,
 where she serves on the Strategy and ESG Committee as well as on the Risk, Audit and
 Ethics Committee, as well as the Appointment Committee. She has also joined the Ecora
 Resources PLC board as an independent Non-Executive Director, a royalty and streaming
 company investing in future-facing commodities, where she serves on the Sustainability
 Committee and the Remuneration Committee. Ms. Coignard is considered one of the most
 senior women in metals and mining in Europe and was named one of the Top 100 Inspirational
 Women in Mining 2018. Ms. Coignard is well qualified to serve on our Board of Directors
 because of her deep knowledge and experience in the mining/metals sector and strong
 risk assessment, corporate finance, structured, and project finance skills.

 Kelvin Dushnisky serves on our Board of Directors. Mr. Dushnisky served as Chief Executive Officer and an Executive Director of AngloGold
 Ashanti from September 2018 to September 2020. Mr. Dushnisky led the execution of the organization's strategic priorities and oversaw a global portfolio of mining operations and projects
 in Africa, South America, and Australia, along with exploration interests and investments
 in North America. He also led the Company's interface with key stakeholders including shareholders, host governments, communities,
 and organized labor. Prior to AngloGold Ashanti, Mr. Dushnisky had a sixteen-year career with Barrick Gold, ultimately serving as President
 and a member of its Board of Directors. Prior to Barrick he held senior executive
 and board positions with a number of private and listed companies. Mr. Dushnisky holds a B.Sc. (Hon.) degree from the University of Manitoba and M.Sc. and
 Juris Doctor degrees from the University of British Columbia. Mr. Dushnisky is the past Chair of the World Gold Council. He served on the International
 Council on Mining and Metals (ICMM) and the Advisory Board of the Shanghai Gold Exchange,
 and the Accenture Global Mining Council. Mr. Dushnisky is a member of the Board of Directors of Lithium Americas Corp (NYSE) and
 Doman Building Materials Group Ltd. (TSX). He is a former principal advisor to the
 Institute of Business Advisers Southern Africa and a past member of the Institute
 of Directors of Southern Africa. Mr. Dushnisky is a member of the Law Society of British Columbia and the Canadian Bar
 Association. He is a past member of the Board of Trustees of the Toronto-based University
 Health Network (UHN).

 L. Peter O'Hagan serves on our Board of Directors. Mr. O'Hagan has had a thirty-year career in commodities and natural resources investing
 and operations. From 1991 to 2013, he worked at Goldman Sachs in Global Commodities
 in leadership roles of increasing seniority. Mr. O'Hagan became a Partner in 2002 eventually co-heading the Global Commodities business
 while serving as head of origination and structuring. Over the course of his career
 at Goldman Sachs, he was involved in all customer segments and commodities products,
 including Oil, Natural Gas, Power and Base and Precious Metals. In 2008, Mr. O'Hagan became the founding CEO of GS Bank USA when Goldman Sachs became a Federal Reserve
 Bank regulated Bank Holding Company. He led GS Bank, with $110 billion in assets,
 from its inception in October 2008 to March 2011. Mr. O'Hagan returned to Commodities to co-head the business and lead sales and structuring
 again until the end of 2013. From 2016-2019, Mr. O'Hagan served as a Managing Director at The Carlyle Group, a global investment firm
 with approximately $220 billion of assets under management. He focused on Industrial
 and Natural Resource investments within the $4 billion Equity Opportunity Fund group
 which included investments in a global commodities merchant, a large oil refinery,
 and a dry bulk shipping business. From 2014 to 2015, he served as an operating advisor
 at KKR & Co. in Natural Resources and from 2015-2016 as a board member at Stillwater
 Mining, a NYSE listed PGM mining company. Mr. O'Hagan began his career at international commodities firm, Philipp Bros., in 1987 in
 NY and Tokyo. He serves on the boards of IAMGOLD Corporation, a publicly traded gold
 mining company, Triple Flag Precious Metals, a publicly traded gold oriented streaming
 and finance business, and the Board of Advisors at Johns Hopkins SAIS. Mr. O'Hagan is a graduate of the University of Toronto, Trinity College (BA) and received
 an MA from the Johns Hopkins University School of Advanced International Studies (SAIS).
 Mr. O'Hagan is well qualified to serve on our Board of Directors because of his deep knowledge
 and experience in commodities and natural resources.

 Timothy Keating serves on our Board of Directors. Mr. Keating is a founder and director of Tanjun Capital Limited which provides mining
 investment advisory services. He also most recently served as the Head of Mining Investment
 Private Equity at the Oman Investment Authority (previously State General Reserve
 Fund of Oman) where he created the mining investment strategy and initiated investments.
 He previously served on the Board of Directors at Minerals Development Oman SAOC,
 the Oman state mining company, and previously served on the Board of Kore Potash Plc
 and the main board as well as Sustainability Committee of Kenmare Resources Plc. Mr. Keating was also a Chief Executive Officer of African Nickel Ltd., and a member of
 the Commodities & Resource Finance team at Investec Bank Plc where he developed debt
 finance skills across project finance, corporate lending and M&A finance. Prior to
 that Mr. Keating worked for Anglo American Base Metals Division in various production, engineering
 and project roles. He received his undergraduate degree in Mining Engineering from
 West Virginia University and a commerce and legal degree from the University of the
 Witwatersrand. Mr. Keating is well qualified to serve on our Board of Directors because of his deep knowledge
 and experience in the mining/metals sector.

 Director Independence

 The rules of the NYSE require that a majority of our board of directors be independent
 within one year of our Initial Public Offering. An "independent director" is defined generally as a person other than an executive officer or employee of the
 Company or its subsidiaries or any other individual having a relationship which, in
 the opinion of the Company's board of directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director.
 We have four "independent directors" as defined in the NYSE rules and applicable SEC rules. Our board has determined that
 each of Christine Coignard, Kelvin Dushnisky, L. Peter O'Hagan and Timothy Keating is an independent director under applicable SEC and NYSE
 rules.

 Our independent directors have regularly scheduled meetings at which only independent
 directors are present.

 Number, Terms of Office and Election of Officers and Director

 Our board of directors consists of seven members. Prior to our initial Business Combination,
 holders of our Founder Shares will have the right to appoint all of our directors
 and remove members of the board of directors for any reason, and holders of our Public
 Shares will not have the right to vote on the appointment of directors during such
 time. These provisions of our amended Charter may only be amended by a special resolution passed by the holders of a majority of
 at least 90% of our ordinary shares attending and voting in a general meeting. Each
 of our directors will hold office for a two-year term. Subject to any other special
 rights applicable to the shareholders, any vacancies on our board of directors may
 be filled by the affirmative vote of a majority of the directors present and voting
 at the meeting of our board of directors or by a majority of the holders of our ordinary
 shares (or, prior to our initial Business Combination, holders of our Founder Shares).

 Our officers are appointed by the board of directors and serve at the discretion of
 the board of directors, rather than for specific terms of office. Our board of directors
 is authorized to appoint persons to the offices set forth in our amended Charter as it deems appropriate. Our amended Charter provides that our officers may consist of a Chairman, a Chief Executive Officer, a President,
 a Chief Operating Officer, a Chief Financial Officer, Vice Presidents, a Secretary,
 Assistant Secretaries, a Treasurer and such other offices as may be determined by
 the board of directors.

 Committees of the Board of Directors

 Our board of directors has three standing committees: an audit committee, a compensation
 committee, and a nominating and corporate governance committee. Each of our audit
 committee, compensation committee and nominating and corporate governance committee
 are comprised solely of independent directors. Each committee operates under a charter
 that was approved by our board of directors and has the composition and responsibilities
 described below. The charter of each committee is available on our website.

 Audit Committee

 The members of our audit committee are Peter O'Hagan, Christine Coignard, Tim Keating and Kelvin Dushnisky. Peter O'Hagan serves as chairman of the audit committee.

 Each member of the audit committee is financially literate and our board of directors
 has determined that Peter O'Hagan qualifies as an "audit committee financial expert" as defined in applicable SEC rules and has accounting or related financial management
 expertise.

 We have adopted an audit committee charter, which details the purpose and principal
 functions of the audit committee, including:

 assisting board oversight of (1) the integrity of our financial
statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor's qualifications and independence,
and (4) the performance of our internal audit function and independent auditors;

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

 pre-approving all audit and non-audit services to be provided
by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and
procedures;

 reviewing and discussing with the independent auditors all
relationships the auditors have with us in order to evaluate their continued independence;

 setting clear hiring policies for employees or former employees
of the independent auditors;

 setting clear policies for audit partner rotation in compliance
with applicable laws and regulations;

 obtaining and reviewing a report, at least annually, from
the independent auditors describing (1) the independent auditor's internal quality-control procedures and (2) any material issues
raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental
or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any
steps taken to deal with such issues;

 meeting to review and discuss our annual audited financial
statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures
under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations";

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

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

 Compensation Committee

 The members of our Compensation Committee are Christine Coignard, Kelvin Dushnisky,
 L. Peter O'Hagan and Timothy Keating. Christine Coignard serves as chair of the compensation
 committee.

 We have adopted a compensation committee charter, which details the purpose and responsibility
 of the compensation committee, including:

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

 reviewing our executive compensation policies and plans;

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

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

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

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

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

 The charter also provides that the compensation committee may, in its sole discretion,
 retain or obtain the advice of a compensation consultant, independent legal counsel
 or other adviser and is 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 NYSE and the SEC.

 Nominating and Corporate Governance Committee

 The members of our Nominating and Corporate Governance committee are Christine Coignard,
 Kelvin Dushnisky, L. Peter O'Hagan and Timothy Keating. Kelvin Dushnisky serves as chair of the nominating and
 corporate governance committee.

 We have adopted a nominating and corporate governance committee charter, which details
 the purpose and responsibilities of the nominating and corporate governance committee,
 including:

 identifying, screening and reviewing individuals qualified
to serve as directors, consistent with criteria approved by the board of directors, 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

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

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

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

 Code of Ethics

 We have adopted a code of ethics and business conduct (our "Code of Ethics") applicable to our directors, officers and employees. We have filed a copy of our
 Code of Ethics as an exhibit to this Annual Report. We have also posted a copy of
 our Code of Ethics, our corporate governance guidelines and the charters of our audit committee, compensation committee and nominating and corporate
 governance committee on our website (rigelresource.com) under "Investor Resources - Corporate Governance." Our website and the information contained on, or that can be accessed through, the
 website is not deemed to be incorporated by reference in, and is not considered part
 of, this Annual Report. You are able to review these documents by accessing our public
 filings at the SEC's website. In addition, a copy of our Code of Ethics will be provided without charge
 upon request from us. We intend to disclose any amendments to or waivers of certain
 provisions of our Code of Ethics in a Current Report on Form 8-K.

 Conflicts of Interest

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

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

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

 duty to not improperly fetter the exercise of future discretion;

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

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

 duty to exercise independent judgment.

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

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

 Certain of our directors and officers have fiduciary and contractual duties to certain
 companies in which either of them has invested or are otherwise affiliated with. These
 entities, may compete with us for acquisition opportunities. If these entities decide
 to pursue any such opportunity, we may be precluded from pursuing such opportunities.
 None of the members of our management team have any obligation to present us with
 any opportunity for a potential Business Combination of which they become aware, subject
 to his or her fiduciary duties under Cayman Islands law. Our Sponsor and directors
 and officers are also not prohibited from sponsoring, investing or otherwise becoming
 involved with, any other blank check companies, including in connection with their
 initial Business Combinations, prior to us completing our initial Business Combination,
 and any such involvement may result in conflicts of interests as described above.
 Our management team, in their capacities as directors, officers or employees of our
 Sponsor or its affiliates or in their other endeavors (including other special purpose
 acquisition companies they are or may become involved with), may choose to present
 potential Business Combinations to the related entities described above, current or
 future entities affiliated with or managed by our Sponsor, or third parties, before
 they present such opportunities to us, subject to his or her fiduciary duties under
 Cayman Islands law and any other applicable fiduciary duties.

 Our directors and officers presently have, and any of them in the future may have,
 additional, fiduciary or contractual obligations to other entities (including other
 special purpose acquisition companies they are or may become involved with) pursuant
 to which such officer or director is or will be required to present a Business Combination
 opportunity to such entity. Accordingly, if any of our directors or officers becomes
 aware of a Business Combination opportunity that is suitable for an entity to which
 he or she has then-current fiduciary or contractual obligations, he or she may need
 to honor these fiduciary or contractual obligations to present such Business Combination
 opportunity to such entity, subject to his or her fiduciary duties under Cayman Islands
 law. Our amended Charter provides that, to the fullest extent permitted by applicable law: (i) no individual serving
 as a director or an officer shall have any duty, except and to the extent expressly
 assumed by contract, to refrain from engaging directly or indirectly in the same or
 similar business activities or lines of business as us; and (ii) we renounce any interest
 or expectancy in, or in being offered an opportunity to participate in, any potential
 transaction or matter which may be a corporate opportunity for any director or officer,
 on the one hand, and us, on the other. Our directors and officers are also not required
 to commit any specified amount of time to our affairs, and, accordingly, will have
 conflicts of interest in allocating management time among various business activities,
 including identifying potential Business Combinations and monitoring the related due
 diligence. See "Item 1.A. Risk Factors - Risks Relating to Our Management Team and Conflicts of Interest
 - Certain of our directors and officers are now, and all of them may in the future
 become, affiliated with entities engaged in business activities similar to those intended
 to be conducted by us and, accordingly, may have conflicts of interest in determining
 to which entity a particular business opportunity should be presented."

 We do not believe, however, that the fiduciary duties or contractual obligations of
 our directors or officers will materially affect our ability to identify and pursue
 Business Combination opportunities or complete our initial Business Combination. You
 should not rely on the historical record of our founders' and management's performance as indicative of our future performance. See "Item 1.A. Risk Factors - General Risk Factors - Past performance by our management team
 and their respective affiliates may not be indicative of future performance of an
 investment in the Company."

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

 None of our directors or officers is required to commit his
or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business
activities.

 In the course of their other business activities, our directors
and officers may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the
other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular
business opportunity should be presented. For a description of our management's other affiliations, see "Item 10. - Directors,
Executive Officers and Corporate Governance."

 Our initial shareholders, directors and officers have agreed
to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the consummation
of our initial Business Combination. Additionally, our initial shareholders have agreed to waive their redemption rights with respect
to their Founder Shares if we fail to consummate our initial Business Combination by May 9, 2025. However, if our initial shareholders
(or any of our directors, officers or affiliates) acquire Public Shares, they will be entitled to liquidating distributions from the
Trust Account with respect to such Public Shares if we fail to consummate our initial Business Combination within the prescribed time
frame. If we do not complete our initial Business Combination within such applicable time period, the proceeds of the sale of the Private
Placement Warrants held in the Trust Account will be used to fund the redemption of our Public Shares, and the Private Placement Warrants
will expire worthless. Pursuant to a letter agreement that our initial shareholders, directors and officers have entered into with us,
with certain limited exceptions, the Founder Shares will not be transferable, assignable or salable by our initial shareholders until
the earlier of: (1) one year after the completion of our initial Business Combination; and (2) subsequent to our initial Business Combination
(x) if the last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share dividends, rights issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading
days within any 30-trading day period commencing at least 150 days after our initial Business Combination or (y) the date on which we
complete a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our Public Shareholders
having the right to exchange their ordinary shares for cash, securities or other property. With certain limited exceptions, the Private
Placement Warrants and the ordinary shares underlying such warrants, will not be transferable, assignable or salable by our Sponsor until
30 days after the completion of our initial Business Combination. Since our Sponsor and directors and officers may directly or indirectly
own ordinary shares and warrants following the Initial Public Offering, our directors and officers may have a conflict of interest in
determining whether a particular target business is an appropriate business with which to effectuate our initial Business Combination.

 Our directors and officers may negotiate employment or consulting
agreements with a target business in connection with a particular Business Combination. These agreements may provide for them to receive
compensation following our initial Business Combination and as a result, may cause them to have conflicts of interest in determining
whether to proceed with a particular Business Combination.

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

 The conflicts described above may not be resolved in our favor.

 Accordingly, as a result of multiple business affiliations, our directors and officers
 have similar legal obligations relating to presenting business opportunities meeting
 the above-listed criteria to multiple entities. Below is a table summarizing the entities
 to which our directors and officers currently have fiduciary duties or contractual
 obligations that may pose a conflict of interest with us:

 Individual

 Entity

 Entity's Business

 Affiliation

 Oskar Lewnowski

 Orion Resource Partners

 Founder/Chief Investment Officer

 Jeff Feeley

 Orion Resource Partners

 Chief Financial Officer

 Orion Resource Partners

 Portfolio Manager

 Minera La Negra

 Mining

 Christine Coignard

 Eramet SA

 Metals

 Independent Director

 Coignard & Haas GmbH

 Owner

 Ecora Resources PLC

 Independent Director

 Kelvin Dushnisky

 Doman Building Materials Group

 Building Materials

 Lithium Americas Corp

 L. Peter O'Hagan

 Triple Flag Precious Metals

 Mining

 IAMGOLD Corporation

 Accordingly, if any of the above directors or officers become aware of a Business
 Combination opportunity which is suitable for any of the above entities (or any other
 entity, including additional special purpose acquisition companies, they become involved
 with) to which he or she has then-current fiduciary or contractual obligations, he
 or she will honor his or her fiduciary or contractual obligations to present such
 Business Combination opportunity to such entity, and only present it to us if such
 entity rejects the opportunity, subject to his or her fiduciary duties under Cayman
 Islands law. Our amended Charter provides that, to the fullest extent permitted by applicable law: (i) no individual serving
 as a director or an officer shall have any duty, except and to the extent expressly
 assumed by contract, to refrain from engaging directly or indirectly in the same or
 similar business activities or lines of business as us; and (ii) we renounce any interest
 or expectancy in, or in being offered an opportunity to participate in, any potential
 transaction or matter which may be a corporate opportunity for any director or officer,
 on the one hand, and us, on the other. We do not believe, however, that any of the
 foregoing fiduciary duties or contractual obligations will materially affect our ability
 to identify and pursue Business Combination opportunities or complete our initial
 Business Combination.

 We are not prohibited from pursuing an initial Business Combination with a company
 that is affiliated with our Sponsor, directors or officers. In the event we seek to
 complete our initial Business Combination with such a company, we, or a committee
 of independent and disinterested directors, would obtain an opinion from an independent
 investment banking firm or another valuation or appraisal firm that regularly renders
 fairness opinions on the type of target business we are seeking to acquire that such
 an initial Business Combination is fair to our company from a financial point of view.

 In addition, our Sponsor or any of its affiliates may make additional investments
 in the Company and/or the post-Business Combination combined entities in connection
 with the initial Business Combination, although our Sponsor and its affiliates have
 no obligation or current intention to do so. If our Sponsor or any of its affiliates
 elects to make additional investments, such proposed investments could influence our
 Sponsor's motivation to complete an initial Business Combination.

 In the event that we submit our initial Business Combination to our Public Shareholders
 for a vote, our initial shareholders, directors and officers have agreed, pursuant
 to the terms of a letter agreement entered into with us, to vote any Founder Shares
 (and their permitted transferees will agree) and Public Shares held by them in favor
 of our initial Business Combination.

 Item 11. Executive Compensation.

 None of our directors or officers have received any cash compensation for services
 rendered to us. We currently pay our Sponsor or an affiliate of our Sponsor a total
 of $10,000 per month for administrative and support services. Our Sponsor, directors
 and officers, or any of their respective affiliates, will be reimbursed for any out-of-pocket
 expenses incurred in connection with activities on our behalf such as identifying
 potential target businesses and performing due diligence on suitable Business Combinations.
 Our audit committee will review on a quarterly basis all payments that were made by
 us to our Sponsor, directors, officers or our or any of their respective affiliates.
 On July 13, 2021, our Sponsor transferred 35,000 Founder Shares to each of an entity owned
 by Christine Coignard, Kelvin Dushnisky, L. Peter O'Hagan and Timothy Keating, our independent directors, at their original per-share
 purchase price. On that date, our Sponsor also transferred 135,000 Founder Shares
 to Nathanael Abebe, our President, at their original per-share purchase price. On
 October 16, 2021, our Sponsor transferred 100,000 Founder Shares to L. Peter O'Hagan, 17,500 Founder Shares to an entity owned by Christine Coignard and 12,500 Founder
 Shares to Kelvin Dushnisky, certain of our independent directors, at their original
 per-share purchase price. On that date, our Sponsor also transferred 20,000 Founder
 Shares to Nathanael Abebe, our President, at their original per-share purchase price.
 On November 4, 2021, the board of directors of the Company authorized a share dividend, resulting
 in the shareholders of the Founder Shares holding an aggregate of 7,906,250 Founder
 Shares of which 1,031,250 are subject to forfeiture. The underwriter exercised a portion
 of the over-allotment option in connection with the initial closing on November 9, 2021; as a result of the expiration of the over-allotment option, the Company forfeited
 406,250 Founder Shares pursuant to the terms of the underwriting agreement, resulting
 in the shareholders of the Founder Shares holding an aggregate of 7,500,000 Founder
 Shares. The Sponsor transferred 1,170,000 Founder Shares to Orion Mine Finance GP
 III LP (an affiliate of the Sponsor), in connection with the purchase of private placement
 warrants.

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

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

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

 The following table sets forth information available to us at March 21, 2025 with respect to our ordinary shares held by:

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

 each of our directors and officers; and

 all our directors and officers as a group.

 Unless otherwise indicated, we believe that all persons named in the table have sole
 voting and investment power with respect to all ordinary shares beneficially owned
 by them. The following table does not reflect record or beneficial ownership of the
 Private Placement Warrants as these warrants are not exercisable within 60 days of
 March 21, 2025.

 Class A Ordinary Shares

 Class B Ordinary Shares (2)

 Name and Address of Beneficial Owner (1)

 Number of
Ordinary
Beneficially
Owned

 Approximate
 Percentage of Class
Issued and
Outstanding
Ordinary

 Number of
Ordinary
Beneficially
Owned

 Approximate
 Percentage of Class
Issued and
Outstanding
Ordinary

 Rigel Resource Acquisition Holding LLC (our Sponsor) (3)

 -

 -

 5,905,000

 78.73
 %

 Oskar Lewnowski (3)

 -

 -

 7,075,000

 94.33
 %

 -

 -

 -

 -

 Nathanael Abebe

 -

 -

 155,000

 *

 Jeff Feeley

 -

 -

 -

 -

 Christine Coignard

 -

 -

 52,500

 *

 Kelvin Dushnisky

 -

 -

 47,500

 *

 L. Peter O'Hagan

 -

 -

 135,000

 *

 Timothy Keating

 -

 -

 35,000

 *

 All directors and officers as a group (eight individuals)

 -

 -

 100.0
 %

 Five Percent Holders

 Centiva Capital, LP ( 4)

 520,575

 8.11

 %

 -

 -

 DUMAC Inc. (5)

 1,000,000

 15.57

 %

 Westchester Capital Management, LLC ( 6)

 1,882,289

 29.31

 %

 Mizuho Financial Group, Inc. ( 7)

 640,519

 9.97

 %

 Meteora Capital, LLC (8)

 600,000

 9.34

 %

 TD Securities (USA) LLC (9)

 443,801

 6.91

 %

 Sculptor Capital LP (10)

 654,262

 10.19

 %

 ISC Opportunities, Ltd. (11)

 680,000

 10.59

 %

 *

 Less than one percent.

 (1)
 Unless otherwise noted, the business address of each of the
following entities or individuals is c/o Rigel Resource Acquisition Corp, 7 Bryant Park, 1045 Avenue of the Americas, Floor 25, New York,
NY 10018.

 (2)
 Class B ordinary shares will convert into Class A ordinary shares
on a one-for-one basis, subject to adjustment, as described in the section entitled "Description of Securities" in our prospectus
filed with the SEC pursuant to Rule 424(b)(4) (File No. 333-260356).

 (3)
 Rigel Resource Acquisition Holding LLC, our Sponsor, is the
record holder of the Class B ordinary shares reported herein. The sole member of the Sponsor is Orion Mine Finance Fund III, LP, a limited
partnership whose general partner is Orion Mine Finance GP III LP. Orion Mine Finance GP III LP is a limited partnership whose general
partner is a limited liability company of which Oskar Lewnowski is indirectly the sole voting member. Mr. Lewnowski, by virtue of
his indirect voting control of Orion Mine Finance Fund III LP has the investment and voting control of Rigel Resource Acquisition Holding
LLC, and therefore may be deemed to have beneficial ownership of the ordinary shares held directly by our Sponsor. Orion Mine Finance
GP III LP directly holds 1,170,000 Founder Shares as a permitted transferee under the letter agreement.

 (4)
 According to a Schedule 13G filed with the SEC on September 30, 2024, Centiva Capital, LP and Centiva Capital GP, LLC each has voting
and dipositive power over the 520,575 Class A ordinary shares reported therein. Centiva Capital, LP (the "Investment Manager"), is the
investment manager of certain affiliated funds (the "Centiva Capital Funds") with respect to the 520,575 Class A ordinary shares. Centiva
Capital GP, LLC, the general partner of the Investment Manager and the Centiva Capital Funds, with respect to the 520,575 Class A ordinary
shares held by the Centiva Capital Funds. The address of this reporting person is 55 Hudson Yards, Suite 22A, New York, NY 10001.

 (5)
 According to Schedule 13G filed by Duke University, The Duke Endowment, Employees' Retirement Plan of Duke University, Gothic Corporation,
Duke University Health System, Inc., Gothic HSP Corporation, and DUMAC, Inc. ("DUMAC"), on November 13, 2024, DUMAC, Inc.
and the Duke University exercise sole voting and investment power over 1,000,000 Rigel Class A Ordinary Shares. DUMAC, a PIPE Investor,
is a North Carolina non-profit corporation. DUMAC manages the investment of endowment and other assets of Duke University, The Duke Endowment,
Duke University Health System, Inc. and the Employees' Retirement Plan of Duke University. DUMAC does not hold legal title to its
clients' assets. The members of the board of directors of DUMAC are appointed by the executive committee of the board of trustees
of Duke University. The Duke Endowment, a charitable trust, indirectly holds and beneficially owns 192,000 Rigel Class A Ordinary Shares
through G JBD LLC, a single member limited liability company wholly owned by The Duke Endowment. Employees' Retirement Plan of Duke
University, a non-profit defined benefit plan, indirectly holds and beneficially owns 109,000 Rigel Class A Ordinary Shares through G
ERP LLC, a single member limited liability company wholly owned by Employees' Retirement Plan of Duke University. Gothic Corporation
("Gothic"), a non-profit corporation, holds assets, including Rigel Class A Ordinary Shares, as a charitable support corporation
for Duke University. Gothic indirectly holds and beneficially owns 548,000 Rigel Class A Ordinary Shares through G LTP LLC, a single member
limited liability company wholly owned by Gothic. The members of the board of directors of Gothic are appointed by the executive committee
of the board of trustees of Duke University. Gothic HSP Corporation ("Gothic HSP"), a non-profit corporation, holds assets,
including Rigel Class A Ordinary Shares, as a charitable support corporation for Duke University Health System, Inc. Gothic HSP indirectly
holds and beneficially owns 151,000 Rigel Class A Ordinary Shares through G HSP LLC, a single member limited liability company wholly
owned by Gothic HSP. The members of the board of directors of Gothic HSP are appointed by the board of directors of Duke University Health
System, Inc. The members of the board of directors of Duke University Health System, Inc. are appointed by the executive committee of
the board of trustees of Duke University. DUMAC exercises voting and investment discretion over the Rigel Class A Ordinary Shares indirectly
held and beneficially owned by Gothic and Gothic HSP. The business address of these reporting persons DUMAC, Inc. 280 S Mangum St., Suite
210, Durham, NC 27701.

 (6)
 According to a Schedule 13G filed by such persons as a
group with the SEC on February 14, 2024, (i) Westchester Capital Management, LLC, a Delaware limited liability company ("Westchester"),
may be deemed the beneficial owner of 1,882,289 Class A ordinary shares, as a result of holding, directly or indirectly, 1,681,468 Class
A ordinary shares with shared voting and dispositive power and 200,821 Class A ordinary shares with sole voting and dispositive power,
(ii) Westchester Capital Partners, LLC, a Delaware limited liability company ("WCP"), may be deemed the beneficial owner
of 17,692 Class A ordinary shares with sole voting and dispositive power, (iii) Virtus Investment Advisers, Inc., a Massachusetts corporation
("Virtus"), may be deemed the beneficial owner of 1,681,468 Class A ordinary shares with shared voting and dispositive power
and (iv) The Merger Fund, a Massachusetts business trust ("MF"), may be deemed the beneficial owner of 1,428,308 Class A
ordinary shares with shared voting and dispositive power. Westchester and WCP are located at 100 Summit Drive, Valhalla, NY 10595, Virtus
is located at One Financial Plaza, Hartford, CT 06103, and MF is located at 101 Munson Street, Greenfield, MA 01301-9683. Virtus, a registered
investment adviser, serves as the investment adviser to each of MF, The Merger Fund VL ("MF VL"), Virtus Westchester Event-Driven
Fund ("EDF") and Virtus Westchester Credit Event Fund ("CEF"). Westchester, a registered investment adviser,
serves as sub-advisor to each of MF, MF VL, EDF, CEF, JNL/Westchester Capital Event Driven Fund ("JNL"), JNL Multi-Manager
Alternative Fund ("JARB") and Principal Funds, Inc. - Global Multi-Strategy Fund ("PRIN"). WCP, a registered
investment adviser, serves as investment adviser to Westchester Capital Master Trust ("Master Trust", together with MF, MF
VL, EDF, CEF, JNL, JARB and PRIN, the "Funds"). The Funds directly hold Class A ordinary shares for the benefit of the investors
in those Funds. Mr. Roy Behren and Mr. Michael T. Shannon each serve as Co-Presidents of Westchester and WCP. Westchester and
WCP often make acquisitions in, and dispose of, securities of an issuer on the same terms and conditions and at the same time. Based
on the foregoing and the relationships described herein, these parties may be deemed to constitute a "group" for purposes
of Section 13(g)(3) of the Act. The filing of this statement shall not be construed as an admission that the reporting persons are
a group, or have agreed to act as a group.

 (7)

 According to a Schedule 13G filed with the SEC on February 13, 2025, Mizuho Financial Group, Inc., Mizuho Bank, Ltd. and Mizuho Americas LLC may be deemed the indirect beneficial owners of the Class A ordinary shares reported herein. The business address of this reporting person is 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan.

 (8)

 According to a Schedule 13G filed with the SEC on February 13, 2025, Meteora Capital, LLC has sole voting and dispositive power over the 600,000 Class A ordinary shares reported herein. Vik Mittal serves as the managing member of Meteora Capital, LLC. The address of the principal place of business for Meteora Capital, LLC and Vik Mittal is 1200 N Federal Hway, #200, Boca Rotan, FL, 33432.

 (9)

 According to Schedule 13G/A filed with the SEC on February 13, 2025, TD Securities (USA) LLC ("TDS") has the sole voting and dispositive power of 443,801 Class A ordinary shares. Toronto Dominion Holdings (U.S.A.), Inc. ("TDH") is the sole owner of TDS. TD Group US Holdings LLC ("TD GUS") is the sole owner of TDH. Toronto Dominion Bank ("TD Bank") is the sole owner of TD GUS. TDH, TD GUS and TD Bank may be deemed to hold an indirect interest in the 443,801 Class A ordinary shares by virtue of their ownership of TDS. The address of TDS' principal office and TDH's principal office is One Vanderbilt Avenue, New York, New York 10017. The address of TD GUS' principal office is 251 Little Falls Drive, Wellington, Delaware 19808. The address of TD Bank's principal office is Toronto-Dominion Centre, 66 Wellington Street West, 12th Floor, TD Tower, Toronto, Ontario, Canada M5K 1A2.

 (10)

 According to Schedule 13G filed with the SEC on November 19, 2024, Sculptor Capital LP ("Sculptor") (the principal investment manager to a number of private funds and discretionary accounts (collectively, the "Accounts")), Sculptor Capital II LP ("Sculptor-II"), Sculptor Capital Holding Corporation ("SCHC"), Sculptor Capital Holding II LLC ("SCHC-II"), Sculptor Capital Management, Inc. ("SCU"), Sculptor Master Fund, Ltd. ("SCMF"), Sculptor Special Funding, LP ("NRMD") and Sculptor SC II LP ("NJGC") have the shared voting and dispositive power of the shares of Class A ordinary shares reported herein. Sculptor and Sculptor-II serve as the principal investment managers to the Accounts and thus may be deemed beneficial owners of the Class A ordinary shares in the Accounts managed by Sculptor and Sculptor-II. SCHC-II serves as the sole general partner of Sculptor-II and is wholly owned by Sculptor. SCHC serves as the sole general partner of Sculptor. As such, SCHC and SCHC-II may be deemed to control Sculptor as well as Sculptor-II and, therefore, may be deemed to be the beneficial owners of the Class A ordinary shares reported herein. SCU is the sole shareholder of SCHC, and may be deemed a beneficial owner of the Class A ordinary shares reported herein. The address of this reporting person is 9 West 57th Street, New York, New York 10019.

 (11)
 According to Schedule 13G filed
by ICS Opportunities, Ltd., Millennium Management LLC, Millennium Group Management LLC and Israel A. Englander (collectively, the "Millennium
Parities") with the SEC on August 13, 2024, the Rigel Class A Ordinary Shares may be deemed to be beneficially owned by the Millennium
Parties. The business address of this reporting person is 399 Park Avenue, New York, New York 10022.

 Our initial shareholders beneficially own 51.3% of the issued and outstanding ordinary shares as of December 31, 2024, and will have the right to elect all of our directors prior to our initial Business
 Combination as a result of holding all of the Founder Shares. Holders of our Public
 Shares will not have the right to appoint any directors to our board of directors
 prior to our initial Business Combination. In addition, because of their ownership
 block, our initial shareholders may be able to effectively influence the outcome of
 all other matters requiring approval by our shareholders, including amendments to
 our amended Charter and approval of significant corporate transactions.

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

 Founder Shares

 On May 6, 2021, the Sponsor received the Founder Shares in exchange for cash of $25,000. On
 July 13, 2021, our Sponsor transferred 35,000 Founder Shares to each of an entity owned
 by Christine Coignard, Kelvin Dushnisky, L. Peter O'Hagan, and Timothy Keating, our independent directors. On that date, our Sponsor also
 transferred 135,000 Founder Shares to Nathanael Abebe, our President, at their original
 per-share purchase price. On October 16, 2021, our Sponsor transferred 100,000 Founder Shares to L. Peter O'Hagan, 17,500 Founder Shares to an entity owned by Christine Coignard and 12,500 Founder
 Shares to Kelvin Dushnisky, at their original per-share purchase price. On that date,
 our sponsor also transferred 20,000 Founder Shares to Nathanael Abebe, at their original
 per-share purchase price.

 On November 4, 2021, the board of directors of the Company authorized a share dividend, resulting
 in the shareholders of the Founder Shares holding an aggregate of 7,906,250 Founder
 Shares of which 1,031,250 are subject to forfeiture. The underwriter exercised a portion
 of the over-allotment option in connection with the initial closing on November 9, 2021; as a result of the expiration of the over-allotment option, the Company forfeited
 406,250 Founder Shares pursuant to the terms of the underwriting agreement, resulting
 in the shareholders of the Founder Shares holding an aggregate of 7,500,000 Founder
 Shares. The Sponsor transferred 1,170,000 Founder Shares to Orion Mine Finance GP
 III LP (an affiliate of the Sponsor) at the time of the initial closing, in connection
 with the purchase of private placement warrants by Orion Mine Finance GP III LP.

 The holders of the Founder Shares have agreed, subject to limited exceptions, not
 to transfer, assign or sell any of the Founder Shares until the earlier to occur of:
 (A) one year after the completion of a Business Combination and (B) subsequent to
 a Business Combination, (x) if the last reported sale price of the Class A ordinary
 shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions, share
 capitalizations, reorganizations, recapitalizations and the like) for any 20 trading
 days within any 30-trading day period commencing at least 150 days after a Business
 Combination, or (y) the date on which the Company completes a liquidation, merger,
 share exchange or other similar transaction that results in all of the Public Shareholders
 having the right to exchange their ordinary shares for cash, securities or other property.

 Private Placement Warrants

 The Sponsor, Orion Mine Finance GP III LP (an affiliate of the sponsor), and certain
 of the directors and officers purchased an aggregate of 14,000,000 Private Placement
 Warrants at a price of $1.00 per Private Placement Warrant (for an aggregate purchase
 price of $14,000,000) from the Company in Private Placements that occurred simultaneously
 with the closing of the Initial Public Offering. Each Private Placement Warrant is
 exercisable to purchase one share of Class A ordinary shares at a price of $11.50
 per share, subject to adjustment. The proceeds from the sale of the Private Placement
 Warrants will be added to the net proceeds from the Initial Public Offering held in
 the Trust Account. If the Company does not complete a Business Combination within
 the Combination Period, the proceeds from the sale of the Private Placement Warrants
 held in the Trust Account will be used to fund the redemption of the Public Shares
 (subject to the requirements of applicable law) and the Private Placement Warrants
 will expire worthless. The Private Placement Warrants (including the Class A ordinary
 shares issuable upon exercise of the Private Placement Warrants) will not be transferable,
 assignable or salable until 30 days after the completion of an Initial Business Combination,
 subject to certain exceptions.

 If we do not complete an Initial Business Combination by May 9, 2025, the proceeds of the sale of the Private Placement Warrants will be used to fund
 the redemption of our Public Shares, subject to the requirements of applicable law,
 and the Private Placement Warrants will expire worthless.

 Registration Rights

 The holders of the Founder Shares, Private Placement Warrants and warrants that may
 be issued upon conversion of Working Capital Loans (and any ordinary shares issuable
 upon the exercise of the Private Placement Warrants or warrants issued upon conversion
 of the Working Capital Loans and, First Extension Loan and the Second Extension Loan, and upon conversion of the Founder Shares) will be entitled to registration rights
 pursuant to a registration rights agreement to be signed prior to or on the effective
 date of the Initial Public Offering requiring the Company to register such securities
 for resale (in the case of the Founder Shares, only after conversion to Class A ordinary
 shares). The holders of these securities will be entitled to make up to three demands,
 excluding short form registration demands, that the Company register such securities.
 In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to completion
 of a Business Combination and rights to require the Company to register for resale
 such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that
 the Company will not be required to effect or permit any registration or cause any
 registration statement to become effective until the securities covered thereby are
 released from their lock-up restrictions. The Company will bear the expenses incurred
 in connection with the filing of any such registration statements.

 Related Parties Notes

 In order to finance transaction costs in connection
with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may,
but are not obligated to, loan the Company funds as may be required ("Working Capital Loan"). Such Working Capital Loans would
be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender's
discretion, up to $1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $1.00
per warrant. Such 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 Loan but no proceeds held in the
Trust Account would be used to repay the Working Capital Loan.

 On May 18, 2022, the Company entered into a Working
Capital Loan with the Sponsor in an aggregate principal amount of up to $1,500,000. On May 20, 2022, the Sponsor advanced $300,000 to
the Company under the Working Capital Loans. On February 21, 2023, the Company drew down additional $250,000 on the Working Capital Loans.
On September 29, 2023, the Company drew down additional $200,000 on the Working Capital Loan. On November 30, 2023, and December 28, 2023,
the company drew down additional $200,000, and $550,000, respectively. As of December 31, 2024 and 2023, there was $1,500,000 and $1,500,000
outstanding under the Working Capital Loan, respectively, and is included in convertible promissory notes - related parties on the accompanying

 On December 28, 2023, the Company entered into
a Promissory Note (the "December 2023 Working Capital Loan") with the Sponsor. Pursuant to the December 2023 Working Capital
Loan, the Sponsor has agreed to loan to the Company up to $1,500,000 to be used for working capital purposes. The loans will not bear
any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial
Business Combination pursuant to its amended Charter (as amended from time to time) and the consummation of the Company's initial
Business Combination. On December 28, 2023, January 25, 2024 and May 9, 2024, the Company borrowed $600,000, $800,000 and $100,000 under
the December 2023 Working Capital Loan, respectively. As of December 31, 2024 and December 31, 2023, there was $1,500,000 and $600,000
outstanding under the December 2023 Working Capital Loan, respectively, and is included in convertible promissory notes – related

into a Promissory Note (the "May 2024 Working Capital Loan") with the Sponsor. Pursuant to the May 2024 Working
Capital Loan, the Sponsor has agreed to loan to the Company up to $1,000,000 to be used for working capital purposes. The loans will not
bear any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete
an initial Business Combination pursuant to its amended Charter (as amended from time to time) and the consummation of the Company's
initial Business Combination. On May 30, 2024, June 25, 2024 and July 31, 2024, the Company borrowed $250,000, $500,000 and
$250,000 under the May 2024 Working Capital Loan, respectively. As of December 31, 2024 and December 31, 2023, there was $1,000,000
and $0 outstanding under the May 2024 Working Capital Loan, respectively, and is included in convertible promissory notes - related

Promissory Note (the "August 2024 Working Capital Loan") with the Sponsor. Pursuant to the August 2024 Working Capital Loan,
the Sponsor has agreed to loan to the Company up to $1,500,000 to be used for working capital purposes. The loans will not bear any
interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial
Business Combination pursuant to its amended Charter (as amended from time to time) and the consummation of the Company's initial
Business Combination. On September 27, 2024, December 2, 2024 and December 27,2024 the Company borrowed $750,000, $250,000 and $500,000 under
the August 2024 Working Capital Loan, respectively. As of December 31, 2024 and December 31, 2023, there was $1,500,000 and $0 outstanding
under the August 2024 Working Capital Loan, respectively, and is included in convertible promissory notes - related parties on the accompanying

 On December 23, 2024, the Company entered into a Promissory Note (the
"December 2024 Working Capital Loan") with the Sponsor. Pursuant to the December 2024 Working Capital Loan, the Sponsor has
agreed to loan the Company up to $1,750,000 to be used for working capital purposes. The loan will not bear any interest, and will be
repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial business combination
pursuant to its amended and restated memorandum and articles of association (as amended from time to time) and the consummation of the
Company's initial business combination. On December 27, 2024, the Company borrowed $1,100,000 under the December 2024 Working Capital
Loan. As of December 31, 2024 and December 31, 2023, there was $1,100,000 and $0 outstanding under the December 2024 Working Capital Loan,
respectively, and is included in convertible promissory notes - related parties on the accompanying balance sheets.

 On January 9, 2025, February 7, 2025 and March
9, 2025, the Sponsor and Orion GP made aggregate contributions of approximately $142,591, $142,591 and $142,591, respectively, to the
Trust Account under the Third Extension Loan.

into a Promissory Note (the "May 2024 Working Capital Loan") with the Sponsor. Pursuant to the May 2024 Working
Capital Loan, the Sponsor has agreed to loan to the Company up to $1,000,000 to be used for working capital purposes. The loans will not
bear any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete
an initial Business Combination pursuant to its amended Charter (as amended from time to time) and the consummation of the Company's
initial Business Combination. On May 30, 2024, June 25, 2024 and July 31, 2024, the Company borrowed $250,000, $500,000 and
$250,000 under the May 2024 Working Capital Loan, respectively. As of December 31, 2024 and December 31, 2023, there was $1,000,000
and $0 outstanding under the May 2024 Working Capital Loan, respectively, and is included in convertible promissory notes - related

 Pursuant to the Convertible Promissory Note dated
as of August 12, 2024 (the "Third Extension Loan"), the Sponsor and Orion GP have agreed that they will contribute to the
Company as a loan (each loan being referred to herein as a "Third Extension Loan Contribution") of $0.02 for each Public Share
that was not redeemed in connection with the 2024 Special Meeting for each month (or a pro rata portion thereof if less than a month)
until the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve an
initial Business Combination and (ii) May 9, 2025. The Third Extension Loan Contributions will be deposited into the Company's trust
account. Loans under the Third Extension Loan can be settled in whole warrants to purchase Class A Ordinary Shares of the Company at a
conversion price equal to $1.00 per warrant. The Third Extension Loan will not bear any interest and will be repayable by the Company
upon the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company's
initial Business Combination. The maturity date of the Third Extension Loan may be accelerated upon the occurrence of an Event of Default
(as defined therein). Any outstanding principal under the Third Extension Loan may be prepaid at any time by the Company, at its election
and without penalty.

Promissory Note (the "August 2024 Working Capital Loan") with the Sponsor. Pursuant to the August 2024 Working Capital Loan,
the Sponsor has agreed to loan to the Company up to $1,500,000 to be used for working capital purposes. The loans will not bear any
interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial
Business Combination pursuant to its amended Charter (as amended from time to time) and the consummation of the Company's initial
Business Combination. On September 27, 2024, December 2, 2024 and December 27, 2024 the Company borrowed $750,000, $250,000 and $500,000 under
the August 2024 Working Capital Loan, respectively. As of December 31, 2024 and December 31, 2023, there was $1,500,000 and $0 outstanding
under the August 2024 Working Capital Loan, respectively, and is included in convertible promissory notes - related parties on the accompanying

 On December 23, 2024, the Company entered
into a Promissory Note (the "December 2024 Working Capital Loan") with the Sponsor. Pursuant to the December 2024 Working
Capital Loan, the Sponsor has agreed to loan the Company up to $1,750,000 to be used for working capital purposes. The loan will not bear
any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial
business combination pursuant to its amended and restated memorandum and articles of association (as amended from time to time) and the
consummation of the Company's initial business combination. On December 27, 2024, the Company borrowed $1,100,000 under the December
2024 Working Capital Loan. As of December 31, 2024 and December 31, 2023, there was $1,100,000 and $0 outstanding under the December 2024
Working Capital Loan, respectively, and is included in convertible promissory notes - related parties on the accompanying balance sheets.

 On January 9, 2025, February 7, 2025 and March 9, 2025, the Sponsor
and Orion GP made aggregate contributions of approximately $142,591, $142,591 and $142,591, respectively, to the Trust Account under the
Third Extension Loan.

 Administrative Services Agreement

 Commencing on the date the Units were first listed
on the NYSE, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative
support. Upon completion of the Initial Business Combination or the Company's liquidation, the Company will cease paying these monthly
fees. For the years ended December 31, 2024 and 2023, the Company recorded $120,000 and $120,000 of administrative fees, respectively.

 Item 14. Principal Accountant Fees and Services.

 Fees for professional services provided by our independent registered public accounting
 firm for the last two fiscal years include:

Year Ended December 31,
 2024

Year Ended December 31,
 2023

 Audit Fees (1)

 $
 226,450

 92,700

 Audit-Related Fees (2)

 $
 33,475

 -

 Tax Fees (3)

 $
 -

 -

 All Other Fees (4)

 $
 -

 -

 Total

 $
 259,925

 92,700

 (1)

 Audit Fees. Audit fees consist of fees billed 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 statutory and regulatory filings. The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q and F-4 for the respective periods and other required filings with the SEC for the years ended December 31, 2024 and 2023. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

 (2)

 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 year-end financial statements and are not reported under "Audit Fees." These services include attest services that are not required by statute or regulation and consultation concerning financial accounting and reporting standards.

 (3)

 Tax Fees. Tax fees consist of fees billed for professional services relating to tax compliance, tax planning and tax advice. We did not pay Marcum for tax planning and tax advice during the years ended December 31, 2024 and 2023.

 (4)

 All Other Fees. All other fees consist of fees billed for all other services including permitted due diligence services related to the potential Business Combination. We did not pay Marcum for other services during the years ended December 31, 2024 and 2023.

 Policy on Board Pre-Approval of Audit and Permissible Non-Audit Services of the Independent
 Auditors

 The audit committee is responsible for appointing, setting compensation and overseeing
 the work of the independent auditors. In recognition of this responsibility, the audit
 committee shall review and, in its sole discretion, pre-approve all audit and permitted
 non-audit services to be provided by the independent auditors as provided under the
 audit committee charter.

 PART IV.

 Item 15. Exhibits, Financial Statement Schedules.

 (a)
 The following documents are filed as part of this Annual
Report:

 (1) Financial Statements:

 Report of Marcum LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 688)

 Financial
 Statements:

 Balance Sheets as of December 31, 2024, and 2023

 Consolidated 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 the Financial Statements

 (2) Financial Statement Schedules: None.

 (3) Exhibits: The exhibits listed in the accompanying index to exhibits are filed, furnished or incorporated by reference as part of this Annual Report.

 No.

 Description of Exhibits

 2.1+ (1)

 Business Combination Agreement, dated March 11, 2024, by and among Blyvoor Gold Resources Proprietary Limited, Blyvoor Gold Operations Proprietary Limited, Rigel Resource Acquisition Corp, RRAC NewCo, and RRAC Merger Sub.

 2.2 (1)

 Exchange Agreement, dated March 11, 2024, by and among RRAC NewCo, Blyvoor Gold Proprietary Limited, Orion Mine Finance Fund II L.P., Blyvoor Gold Operations Proprietary Limited and Blyvoor Gold Resources Proprietary Limited.

 2.3 (8)

 Omnibus Amendment, dated as of October 17, 2024, by and among Rigel Resource Acquisition Corp, Blyvoor Gold Resources Proprietary Limited, Blyvoor Gold Operations Proprietary Limited, Aurous Resources, RRAC Merger Sub and Rigel Resource Acquisition Holding, LLC.

 2.4 (7)

 Amended and Restated Omnibus Amendment, dated as of December 20, 2024, by and among Rigel Resource Acquisition Corp, Blyvoor Gold Resources Proprietary Limited, Blyvoor Gold Operations Proprietary Limited, Aurous Resources, RRAC Merger Sub and Rigel Resource Acquisition Holding, LLC.

 3.1 (2)

 Amended and Restated Memorandum and Articles of Association of the Company.

 3.2 (3)

 Amendment to Amended and Restated Memorandum and Articles of Association of the Company.

 4.2 (4)

 Description of the Company's Securities.

 14.1 (4)

 Code of Ethics and Business Conduct of the Company.

 10.1 (3)

 Convertible Promissory Note, dated as of May 8, 2023, by and between the Company and Rigel Resource Acquisition Holding LLC.

 10.2 (3)

 Convertible Promissory Note, dated as of August 9, 2023, by and between the Company and Rigel Resource Acquisition Holding LLC.

 10.3 (5)

 Amendment No. 1 to the Investment Management Trust Agreement, dated as of October 5, 2023, by and between the Company and Continental Stock Transfer & Trust Company, as trustee.

 10.4 (6)

 Promissory Note, dated as of December 28, 2023, by and between Rigel Resource Acquisition Corp and Rigel Resource Acquisition Holding LLC.

 10.5 (6)

 Amended and Restated Convertible Promissory Note, dated as of December 28, 2023, by and between Rigel Resource Acquisition Corp, Rigel Resource Acquisition Holding LLC and Orion Mine Finance GP III LP.

 10.6 (6)

 Amended and Restated Convertible Promissory Note, dated as of December 28, 2023, by and between Rigel Resource Acquisition Corp, Rigel Resource Acquisition Holding LLC and Orion Mine Finance GP III LP.

 10.7+ (1)

 Sponsor Support Agreement, dated March 11, 2024, by and among Rigel Resource Acquisition Holding LLC, Rigel Resource Acquisition Corp, Blyvoor Gold Resources Proprietary Limited, Blyvoor Gold Operations Proprietary Limited and the persons set forth on Schedule I thereto.

 10.8 (1)

 Form of Subscription Agreement.

 10.9 (7)

 Promissory Note, dated as of December 23, 2024, by and between Rigel Resource Acquisition Corp and Rigel Resource Acquisition Holding LLC.

 10.10 (8)

 Joinder to Sponsor Support Agreement, dated as of October 17, 2024, by and among Rigel Resource Acquisition Holding LLC, Rigel Resource Acquisition Corp, Aurous Resources, Blyvoor Gold Resources Proprietary Limited, Blyvoor Gold Operations Proprietary Limited, Orion Mine Finance GP III LP, Orion Mine Finance Fund III LP.

 31.1**

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

 31.2**

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

 32.1**

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

 32.2**

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

 97.1 (9)

 Clawback Policy of the Company.

 101.INS*

 101.SCH*

 101.CAL*

 101.DEF*

 101.LAB*

 101.PRE*

 +

 Schedules and exhibits have been omitted pursuant to Item 601(a)(5) and Item 601(b)(2) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted
 schedule or exhibit to the SEC upon request.

 *

 Filed herewith.

 **

 Furnished herewith.

 (1)

 Incorporated by reference to the Company's Current Report on Form 8-K filed on March 11, 2024.

 (2)

 Incorporated by reference to the Company's Current Report on Form 8-K filed on November 9, 2021.

 (3)

 Incorporated by reference to the Company's Current Report on Form 8-K filed on August 10, 2023.

 (4)

 Incorporated by reference to the Company's Annual Report on Form 10-K filed on March 31, 2022.

 (5)

 Incorporated by reference to the Company's Current Report on Form 8-K filed on October 11, 2023.

 (6)

 Incorporated by reference to the Company's Current Report on Form 8-K filed on December 29, 2023.

 (7)

 Incorporated by reference to the Company's Current Report on Form 8-K filed on December 27, 2024.

 (8)

 Incorporated by reference to the Company's Current Report on Form 8-K filed on October 18, 2024.

 (9)
 Incorporated by reference ot the
Company's Annual Report on Form 10-K filed on March 22, 2024.

 Item 16. Form 10-K Summary.

 None.

 RIGEL RESOURCE ACQUISITION CORP

 INDEX TO FINANCIAL STATEMENTS

 Report of Marcum LLP, Independent Registered Public Accounting Firm (PCAOB ID No. 688)

 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 the Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To the Shareholders and Board of Directors of

 Rigel Resource Acquisition Corp.

 Opinion on the Financial Statements

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

 Explanatory Paragraph – Going Concern

 The accompanying consolidated financial statements
have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has incurred
and expects to continue to incur significant costs in pursuit of its acquisition plans and does not have adequate liquidity to sustain
operations. In addition, the Company currently has less than 12 months from the date the financial statements were issued to complete
a business combination transaction. These conditions raise substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1. The consolidated 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/ Marcum llp

 Marcum llp

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

 Los Angeles, CA March 21, 2025

 F- 2

 RIGEL RESOURCE ACQUISITION CORP

 CONSOLIDATED BALANCE SHEETS

2024

2023

 ASSETS

 Current Assets:

 Cash

 $
 148,968

 $
 70,748

 Prepaid expenses

 76,709

 55,414

 Total Current Assets

 225,677

 126,162

 Cash and investments held in the Trust Account

 83,293,711

 270,667,736

 Total Assets

 $
 83,519,388

 $
 270,793,898

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

 Current Liabilities:

 Accounts payable and accrued expenses

 $
 3,809,728

 $
 706,279

 Accrued offering costs

 378,324

 378,324

 Convertible promissory notes - related parties

 13,697,950

 5,556,896

 Total Current Liabilities

 17,886,002

 6,641,499

 Derivative liabilities

 16,098,952

 8,491,527

 Deferred underwriting commission

 -

 10,500,000

 Total Liabilities

 33,984,954

 25,633,026

 COMMITMENTS AND CONTINGENCIES (Note 6)

 Class A ordinary shares subject to
 possible redemption; 7,129,558
 and 24,570,033
 shares (at redemption value of $ 11.68
 and $ 11.02 per share as of December 31, 2024 and 2023, respectively)

 83,293,711

 270,667,736

 Shareholders' deficit:

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

 -

 -

 Class A ordinary shares, $ 0.0001
 par value, 500,000,000
 shares authorized, no
 shares issued and outstanding at December 31, 2024 and 2023 (excluding 7,129,558 and 24,570,033 shares subject to possible
 redemption, respectively)

 -

 -

 Class B ordinary shares, $ 0.0001 par value, 50,000,000 shares authorized, 7,500,000 shares issued and outstanding at December 31, 2024 and 2023

 Additional paid-in capital

 -

 -

 Accumulated deficit

 ( 33,760,027
)

 ( 25,507,614
)

 Total Shareholders' Deficit

 ( 33,759,277
)

 ( 25,506,864
)

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

 $
 83,519,388

 $
 270,793,898

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

 F- 3

 RIGEL RESOURCE ACQUISITION CORP

 CONSOLIDATED STATEMENTS OF OPERATIONS

Years
 Ended

2024

2023

 EXPENSES

 Administration fee – related party

 $
 120,000

 $
 120,000

 General and administrative

 7,383,934

 2,330,738

 TOTAL EXPENSES

 7,503,934

 2,450,738

 OTHER INCOME (EXPENSE)

 Income earned on cash and investments held in Trust Account

 8,592,471

 13,460,331

 Gain on waiver of deferred underwriting commission

 680,400

 -

 Change in fair value of convertible promissory notes - related parties

 ( 1,921,110
)

 8,792

 Change in fair value of derivative liabilities

 ( 7,607,425
)

 ( 3,545,682
)

 TOTAL OTHER INCOME
 (EXPENSE), NET

 ( 255,664
)

 9,923,441

 Net income (loss)

 $
 ( 7,759,598
)

 $
 7,472,703

 Weighted average number of Class A ordinary shares outstanding, basic and diluted

 17,708,207

 27,887,520

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

 $
 ( 0.31
)

 $
 0.21

 Weighted average number of Class B ordinary shares outstanding, basic and diluted

 Basic and diluted
 net income (loss) per Class B ordinary share

 $
 ( 0.31
)

 $
 0.21

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

 F- 4

 Rigel
Resource Acquisition Corp

 CONSOLIDATED
 STATEMENTS OF CHANGES IN SHareHOLDERS' DEFICIT

 FOR
THE YEARS ended DECEMBER 31, 2024 AND 2023

 Class
 B

 Ordinary Shares

 Additional

 Paid-In

 Accumulated

 Shareholders'

 Amount

 Capital

 Deficit

 Deficit

 Balance
 as of January 1, 2023

 $

 $
 -

 $
 ( 15,990,598
)

 $
 ( 15,989,848
)

 Related
 party Note Proceeds in excess of fair value

 -

 -

 1,468,999

 -

 1,468,999

 Remeasurement
 of Class A ordinary shares

 -

 -

 ( 1,468,999
)

 1,468,999

 -

 Current
 period accretion of Class A ordinary shares to redemption value

 -

 -

 -

 ( 18,458,718
)

 ( 18,458,718
)

 Net
 income

 -

 -

 -

 7,472,703

 7,472,703

 Balance
 as of December 31, 2023

 $

 $
 -

 $
 ( 25,507,614
)

 $
 ( 25,506,864
)

 Fair value in excess of notes payable issued

 -

 -

 779,257

 415,368

 1,194,625

 Waiver of deferred underwriting commission

 -

 -

 9,819,600

 -

 9,819,600

 Current
 period accretion of Class A ordinary shares to redemption value

 -

 -

 ( 10,598,857
)

 ( 908,183
)

 ( 11,507,040
)

 Net
 loss

 -

 -

 -

 ( 7,759,598
)

 ( 7,759,598
)

 Balance
 as of December 31, 2024

 $

 $
 -

 $
 ( 33,760,027
)

 $
 ( 33,759,277
)

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

 F- 5

 Rigel
Resource Acquisition Corp

 CONSOLIDATED
 STATEMENTS OF CASH FLOWS

Year Ended

2024

 For
the

Year Ended

2023

 Cash Flows From Operating Activities:

 Net income (loss)

 $
 ( 7,759,598
)

 $
 7,472,703

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

 Investment income earned on cash and investments held in the Trust Account

 ( 8,592,471
)

 ( 13,460,331
)

 Change in fair value of derivative liabilities

 7,607,425

 3,545,682

 Change in fair value of convertible promissory note - related parties

 1,921,110

 ( 8,792
)

 Gain on waiver of deferred underwriting commission

 ( 680,400
)

 -

 Changes in operating assets and liabilities:

 Prepaid expenses

 ( 21,295
)

 426,216

 Other current assets

 -

 -

 Other assets

 -

 -

 Accounts payable and accrued expenses

 3,103,449

 300,397

 Net Cash Used In Operating Activities

 ( 4,421,780
)

 ( 1,724,125
)

 Cash Flows From Investing Activities:

 Cash deposited into Trust Account

 ( 2,914,568
)

 ( 4,998,367
)

 Cash withdrawn from Trust Account for redemptions

 198,881,065

 58,279,780

 Net Cash Provided By Investing Activities

 195,966,497

 53,281,413

 Cash Flows From Financing Activities:

 Payments made in relation to redemption of Class A ordinary shares

 ( 198,881,065
)

 ( 58,279,780
)

 (Repayments of) advances from related party payables

 -

 ( 99,722
)

 Proceeds from convertible promissory notes – related parties

 7,414,568

 6,798,367

 Payment of offering costs

 -

 ( 15,000
)

 Net Cash Used In
 Financing Activities

 ( 191,466,497
)

 ( 51,596,135
)

 Net change in cash

 78,220

 ( 38,847
)

 Cash at beginning of period

 70,748

 109,595

 Cash at end of period

 $
 148,968

 $
 70,748

 Supplemental disclosure of non-cash financing activities:

 Current period accretion to redemption value

 $
 11,507,040

 $
 18,458,718

 Proceeds received in excess of fair value of promissory note

 $
 1,194,625

 $
 -

 Underwriting Fee Waiver

 $
 9,819,600

 $
 -

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

 F- 6

 RIGEL RESOURCE ACQUISITION CORP

 NOTES TO CONSOLIDATED FINANCIAL
 STATEMENTS

 NOTE 1.

 DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS AND GOING CONCERN

 Rigel Resource Acquisition Corp. (the "Company") was incorporated in the Cayman Islands on April 6, 2021. The Company was incorporated for the purpose of effecting a merger, share
 exchange, asset acquisition, stock purchase, reorganization or similar business combination
 with one or more businesses (the "Business Combination"). The Company is not limited to a particular industry or sector for purposes of consummating
 a 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.

 The Company formed RRAC NewCo which was incorporated
in the Cayman Islands with Limited Liability as an Exempted Company, with effect from February 8, 2024. RRAC NewCo changed its name to
Aurous Resources on May 27, 2024 as certified by the Registrar of the Companies. The Company owns no material assets and does not operate
any business. Aurous Resources is a wholly owned subsidiary of the Company and was formed for the purpose of becoming the ultimate parent
company of Blyvoor Gold Resources Proprietary Limited, a South African private limited liability company ("Aurous Gold") and
Blyvoor Gold Operations Proprietary Limited, a South African private limited liability company ("Gauta Tailings") following
the transactions contemplated in the Business Combination Agreement dated March 11, 2024 entered into by and among Rigel, Aurous Gold,
Gauta Tailings, Aurous Resources, and RRAC Merger Sub, a Cayman Islands exempted company and wholly owned subsidiary of Aurous Resources
("Merger Sub"). Merger Sub was incorporated on February 28, 2024 to facilitate the consummation of the Business Combination
Agreement. There are no other activities in the subsidiaries of the Company.

 In connection with the Business Combination Agreement,
and as per the terms and subject to the conditions therein, among other things, (i) Rigel will merge with and into the Merger Sub (the
'Merger'), with Merger Sub being the surviving company, and (ii) Aurous Resources will acquire all of the issued and outstanding
equity interests of Aurous Gold and Gauta Tailings (the 'Share Exchange'). Following the Merger and the Share Exchange, each
of Aurous Gold, Gauta Tailings and Merger Sub will be a wholly owned subsidiary of Aurous Resources, and Aurous Resources will become
a publicly traded company.

 All activity for the period from April 6,
 2021 (inception) through December 31, 2024 relates to the Company's formation, the initial public offering
 ("Initial Public Offering"), which is described below, the search for a target company and costs for the current contemplated merger with Blyvoor. The Company will not generate
 any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate
 non-operating income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has
 selected December 31 as its fiscal year end.

 On November 9, 2021, the Company consummated the Initial Public Offering of 27,500,000 units ("Units" and, with respect to the ordinary shares included in the Units which were offered,
 the "Public Shares"), generating gross proceeds of $ 275,000,000, which is described in Note 3.

 Simultaneously with the closing of the Initial Public Offering, the Company consummated
 the private sale (the "Private Placement") of an aggregate of 14,000,000 warrants (the "Private Placement Warrants") - 11,300,000 to Rigel Resource Acquisition Holding LLC (the "Sponsor"), 100,000 to Nathanael Abebe, 35,000 to Christine Coignard, 25,000 to Kelvin Dushnisky,
 200,000 to L. Peter O'Hagan and 2,340,000 to Orion Mine Finance GP III LP ("Orion GP") - at a purchase price of $ 1.00 per Private Placement Warrant, generating gross proceeds
 to the Company in the amount of $ 14,000,000, which is described in Note 4.

 On November 9, 2021, the underwriter purchased an additional 2,500,000 Units pursuant to a partial
 exercise of the over-allotment option. The Units were sold at an offering price of
 $10.00 per Unit, generating additional gross proceeds to the Company of $ 25,000,000.
 Since the underwriter did not exercise the remainder of the over-allotment option,
 the Sponsor forfeited 406,250 Founder Shares upon the expiration of the over-allotment
 option in December 2021. The Sponsor transferred 1,170,000 Founder Shares to Orion GP (an affiliate of the Sponsor) at the time of the initial closing, in connection with the purchase of private
placement warrants by Orion GP.

 F- 7

 As of November 9, 2021, transaction costs amounted to $ 17,585,547 consisting of $ 6,000,000 of underwriting
 fees in cash, $ 10,500,000 of deferred underwriting fees payable (which are held in
 a trust account with Continental Stock Transfer & Trust Company acting as trustee
 (the "Trust Account")) and $ 1,085,547 of costs related to the Initial Public Offering. Cash of $ 148,968 was held outside of the Trust Account on December 31, 2024 and was available for working capital purposes.

 Following the closing of the Initial Public Offering on November 9, 2021, an amount of $ 306,000,000 ($ 10.20 per Unit) from the net proceeds of the sale
 of the Units in the Initial Public Offering and the Private Placement was placed in
 Trust Account which may be invested in U.S. government securities, within the meaning set forth
 in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185 days or less or in any open-ended investment company that
 holds itself out as a money market fund selected by the Company meeting the conditions
 of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier
 of: (i) the consummation of a Business Combination or (ii) the distribution of the
 Trust Account, as described below. On May 8, 2023, the Sponsor deposited an aggregate of $ 3,000,000 into the Company's trust account for the Company's public shareholders, representing $ 0.10 per public share, which enabled the Company
 to extend the period of time it has to consummate its initial business combination
 by three months, from May 9, 2023 to August 9, 2023. On August 10, 2023, the Company instructed Continental Stock Transfer & Trust Company, the trustee
 with respect to the Trust Account, to liquidate the U.S. government treasury obligations
 or money market funds held in the Trust Account and thereafter to hold all funds in
 the Trust Account in an interest bearing demand deposit account at a bank until the
 earlier of the consummation of the Company's initial Business Combination or the liquidation of the Company.

 On November 4, 2024, the Company received a notice
from the NYSE stating that the staff of NYSE Regulation has determined to delist the Company's Class A Ordinary Shares, Units and
Public Warrants pursuant to Sections 102.06e and 802.01B of the NYSE's Listed Company Manual because the Company failed to consummate
a business combination within 36 months of its initial public offering, resulting in the NYSE delisting the Company's Class A Ordinary
Shares, Units and Public Warrants on November 5, 2024. On December 12, 2024, the Class A Ordinary Shares began trading on OTC Markets
(OTCQX) under the symbol "RRACF." The Units and Public Warrants are quoted over-the-counter under the symbols "RRAUF"
and "RRAWF," respectively.

 In connection with the Company's extraordinary general meeting held on August 7, 2023 (the "Special Meeting"), the Company's shareholders approved a special resolution to amend the Company's amended and restated memorandum and articles of association (the "Charter") to extend the date by which the Company must either consummate an initial Business
 Combination or (i) cease its operations, except for the purpose of winding up if it
 fails to complete an initial Business Combination and (ii) redeem all of the Class
 A ordinary shares (the "Public Shares") included as part of the units sold in the Company's initial public offering, from August 9, 2023 to August 9, 2024 (the "Extension Amendment"). In connection with the Extension Amendment, the holders of 5,429,967 Class A Ordinary
 Shares properly exercised their right to redeem their shares for cash at a redemption
 price of approximately $10.73 per share, for an aggregate redemption amount of $58,279,780, leaving approximately $263,710,000 in the Company's trust account.

 On December 28, 2023, the Company amended and
restated: (i) that the First Extension Loan and (ii) the Second Extension Loan (together with the First Extension Loan, the "Amended
and Restated Extension Loans") to add Orion GP, an affiliate of the Sponsor, as a payee (together with the Sponsor, the "Payees").
The Amended and Restated Extension Loans will be repayable by the Company to the Payees on a pro rata basis based on the amount of the
principal balance each Payee has advanced under the Amended and Restated Extension Loans. The Amended and Restated Extension Loans do
not otherwise materially modify the terms of the First Extension Loan and the Second Extension Loan and are effective as of May 8, 2023
and August 9, 2023, respectively.

 In connection with the Company's extraordinary
general meeting held on August 9, 2024 (the "2024 Special Meeting"), the Company's shareholders approved a special
resolution to amend the Company's Charter to extend the date by which the Company must either (1) consummate an initial Business
Combination or (2) (i) cease its operations, except for the purpose of winding up if it fails to complete an initial Business Combination,
and (ii) redeem all of the Public Shares, from August 9, 2024 to May 9, 2025 (the "2024 Extension Amendment").
 In connection with the 2024 Extension Amendment, the holders of 17,440,475 Class A Ordinary Shares properly exercised their right
to redeem their shares for cash at a redemption price of approximately $11.40 per share, for an aggregate redemption amount of $198,881,065,
leaving approximately $81,301,345 in the Company's trust account.

 F- 8

 Pursuant to the Convertible Promissory Note
dated as of August 9, 2023 (the "Second Extension Loan"), the Sponsor has agreed that it will contribute to the Company
as a loan (each loan being referred to herein as a "Contribution") the lesser of (A)
$0.03 for each Public Share (as defined below) that was not redeemed in connection with the Special Meeting (as defined below) and (B)
$350,000, for each month (or a pro rata portion thereof if less than a month) until the earlier of (i) the date of the extraordinary
general meeting held in connection with the shareholder vote to approve an initial Business Combination and (ii) August 9, 2024.
The maximum aggregate amount of all Contributions will not exceed $4,200,000, and the Contributions will be deposited into the Company's
trust account. Up to $1,500,000 of the Contributions can be settled in whole warrants to purchase Class A Ordinary Shares of the Company
at a conversion price equal to $1.00 per warrant. The Contributions will not bear any interest and will be repayable by the Company to
the Sponsor upon the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the
Company's initial Business Combination. The Company's board of directors will have the sole discretion whether to continue
extending until August 9, 2024, and if the Company's board of directors determines not to continue extending for additional
months, the Sponsor's obligation to make additional Contributions will terminate. If this occurs, the Company would wind up the
Company's affairs and redeem 100% of the outstanding Public Shares in accordance with the procedures set forth in the Charter (as
defined below). The maturity date of the Second Extension Loan may be accelerated upon the occurrence of an Event of Default (as defined
therein). Any outstanding principal under the Second Extension Loan may be prepaid at any time by the Company, at its election and without
penalty. On August 9, 2023, August 31, 2023, September 29, 2023, October 31, 2023, November 30, 2023, December 29,
2023, January 31, 2024, February 29, 2024, March 29, 2024, April 30, 2024, May 30, 2024, June 26, 2024 and July
31, 2024 the Sponsor made contributions of approximately $248,387, $350,000, $350,000, $350,000, $350,000, $350,000, $350,000, $350,000,
$350,000, $350,000, $350,000, $350,000 and $101,613 respectively, to the Trust Account under the Second Extension Loan. See Note 5 for
more information.

 Pursuant to the Convertible Promissory Note dated
as of August 12, 2024 (the "Third Extension Loan"), the Sponsor and Orion GP have agreed that they will contribute to the
Company as a loan (each loan being referred to herein as a "Third Extension Loan Contribution") of $0.02 for each Public
Share that was not redeemed in connection with the 2024 Special Meeting for each month (or a pro rata portion thereof if less than a
month) until the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve
an initial Business Combination and (ii) May 9, 2025. The Third Extension Loan Contributions will be deposited into the Company's
trust account. Loans under the Third Extension Loan can be settled in whole warrants to purchase Class A Ordinary Shares of the Company
at a conversion price equal to $1.00 per warrant. The Third Extension Loan will not bear any interest and will be repayable by the Company
upon the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company's
initial Business Combination. The maturity date of the Third Extension Loan may be accelerated upon the occurrence of an Event of Default
(as defined therein). Any outstanding principal under the Third Extension Loan may be prepaid at any time by the Company, at its election
and without penalty. On August 13, 2024, September 9, 2024, October 8, 2024, November 8, 2024 and December 8, 2024 the Sponsor and Orion
GP made aggregate contributions of approximately $ 142,591, $ 142,591, $ 142,591, $ 142,591 and $ 142,591, respectively, to the Trust Account
under the Third Extension Loan.

 The Company's management has broad discretion with respect to the specific application of the
 net proceeds of the Initial Public Offering and the sale of Private Placement Warrants,
 although substantially all of the net proceeds are intended to be applied generally
 toward consummating a Business Combination. There is no assurance that the Company
 will be able to complete a Business Combination successfully. The Company must complete
 one or more initial Business Combinations with one or more operating businesses or
 assets with a fair market value equal to at least 80 % of the value of the net assets
 held in the Trust Account (as defined above) (excluding the deferred underwriting
 commissions). The Company will only complete a Business Combination if the post transaction
 company owns or acquires 50 % or more of the outstanding voting securities of the target
 or otherwise acquires a controlling interest in the target business sufficient for
 it not to be required to register as an investment company under the Investment Company
 Act of 1940, as amended.

 F- 9

 The Company will provide the holders of the outstanding Public Shares (the "Public Shareholders") with the opportunity to redeem all or a portion of their Public Shares either (i)
 in connection with a general meeting called to approve the Business Combination or
 (ii) by means of a tender offer in connection with the Business Combination. The decision
 as to whether the Company will seek shareholder approval for a Business Combination
 or conduct a tender offer will be made by the Company. The Public Shareholders will
 be entitled to redeem their Public Shares for a pro rata portion of the amount then
 in the Trust Account (initially $ 10.20 per Public Share, and such amount will be increased
 in the case of extensions of the Company's time to consummate our initial Business Combination, as described herein, plus any
 pro rata interest then in the Trust Account). There will be no redemption rights upon
 the completion of a Business Combination with respect to the Company's warrants. The Public Shares subject to redemption will be recorded at a redemption
 value and classified as temporary equity upon the completion of the Initial Public
 Offering in accordance with the Accounting Standards Codification ("ASC") Topic 480 " Distinguishing Liabilities from Equity."

 If the Company seeks shareholder approval of the Business Combination, the Company
 will proceed with a Business Combination only if the Company receives an ordinary
 resolution under Cayman Islands law approving a Business Combination, which requires
 the affirmative vote of a majority of the shareholders who attend and vote at a general
 meeting of the Company, or such other vote as required by law or stock exchange rule.
 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 Memorandum and Articles of Association, conduct the redemptions pursuant
 to the tender offer rules of the Securities and Exchange Commission (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. If the Company seeks shareholder approval in connection with a Business
 Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note
 5) and any Public Shares purchased during or after the Initial Public Offering in
 favor of approving a Business Combination. Additionally, 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 a proposed Business Combination. Additionally,
 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 transaction.

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

 The holders of the Founder Shares have agreed (a) to waive their redemption rights
 with respect to any Founder Shares and Public Shares held by them in connection with
 the completion of a Business Combination and (b) not to propose an amendment to the
 Amended and Restated Memorandum and Articles of Association (i) to modify the substance
 or timing of the Company's obligation to allow redemption in connection with the Company's initial Business Combination or to redeem 100% of the Public Shares if the Company
 does not complete a Business Combination within the Combination Period (as defined
 below) or (ii) with respect to any other provision relating to shareholders' rights or pre-initial Business Combination activity, unless the Company provides
 the Public Shareholders with the opportunity to redeem their Public Shares upon approval
 of any such amendment.

 If the Company has not completed a Business Combination by May 9, 2025 (the "Combination Period"), the Company will (i) cease all operations except for the purpose of winding up,
 (ii) as promptly as reasonably possible but not more than ten business days thereafter,
 redeem 100% of the Public Shares, at a per-share price, payable in cash, equal to
 the aggregate amount then on deposit in the Trust Account, including interest earned
 (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number
 of then issued and outstanding Public Shares, which redemption will completely extinguish
 the rights of the Public Shareholders as shareholders (including the right to receive
 further liquidating distributions, if any), and (iii) as promptly as reasonably possible
 following such redemption, subject to the approval of the Company's remaining Public Shareholders and its Board of Directors, liquidate and dissolve,
 subject in each case to the Company's obligations under Cayman Islands law to provide for claims of creditors and the
 requirements of other applicable law. There will be no redemption rights or liquidating
 distributions with respect to the Company's warrants, which will expire worthless if the Company fails to complete a Business
 Combination within the Combination Period.

 F- 10

 The holders of the Founder Shares have agreed to waive the rights to liquidating distributions
 from the Trust Account with respect to the Founder Shares they will receive if the
 Company fails to complete a Business Combination within the Combination Period. However,
 if the Sponsor or any of its respective affiliates acquire Public Shares, such Public
 Shares will be entitled to liquidating distributions from the Trust Account if the
 Company fails to complete a Business Combination within the Combination Period. The
 underwriter has agreed to waive their rights to their deferred underwriting commission
 (see Note 6) held in the Trust Account in the event the Company does not complete
 a Business Combination within the Combination Period, and in such event, such amounts
 will be included with the other funds held in the Trust Account that will be available
 to fund the redemption of the Public Shares. 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 ($10.20, or higher in
 case extensions of the time period to complete the Company's initial Business Combination have been effectuated).

 In order to protect the amounts held in the Trust Account, the Sponsor has agreed
 that it will be liable to the Company if and to the extent any claims by a third party
 (other than the Company's independent registered public accounting firm) for services rendered or products
 sold to the Company, or a prospective target business with which the Company has discussed
 entering into a transaction agreement, reduce the amount of funds in the Trust Account
 to below the lesser of (1) $10.20 per Public Share following the closing of the Initial
 Public Offering, $10.30 per public share after 18 months from the closing of the Initial
 Public Offering, or $10.40 per public share after 21 months from the closing of the
 Initial Public Offering, as applicable; and (2) 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 $10.20 per Public Share, due to reductions in the value of trust assets.
 This liability will not apply to any claims by a third party who executed a waiver
 of any and all rights to seek access to the Trust Account and as to any claims under
 the Company's indemnity of the underwriter of the Initial Public Offering against certain liabilities,
 including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). In the event that an executed waiver is deemed to be unenforceable against a third
 party, the Sponsor will not be responsible to the extent of any liability for such
 third-party claims. The Company will seek to reduce the possibility that the Sponsor
 will have to indemnify the Trust Account due to claims of creditors by endeavoring
 to have all vendors, service providers (other than the Company's independent registered public accounting firm), prospective target businesses or
 other entities with which the Company does business, execute agreements with the Company
 waiving any right, title, interest or claim of any kind in or to monies held in the
 Trust Account.

 Going Concern Considerations

 As of December 31, 2024, the Company had cash of $ 148,968 and working capital deficit of $ 17,660,325.

 The Company has incurred and expects to continue
to incur significant costs in pursuit of its acquisition plans. In addition, the Company currently has less than 12 months from the date
these consolidated financial statements were issued to complete a Business Combination transaction. If the Company is unsuccessful in
consummating an initial Business Combination by May 9, 2025, per the mandatory liquidation requirement, the Company must cease all operations,
redeem the Public Shares and thereafter liquidate and dissolve. In connection with the Company's assessment of going concern considerations
in accordance with Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's
Ability to Continue as a Going Concern," the Company does not have adequate liquidity to sustain operations. These conditions
raise substantial doubt about the Company's ability to continue as a going concern for a period of time within one year after the
date that the consolidated financial statements are issued. There is no assurance that the Company's plans to raise capital or
to consummate a Business Combination will be successful or successful within the Combination Period. The consolidated financial statements
do not include any adjustments that might result from the outcome of this uncertainty.

 Risks and Uncertainties

 Management is currently evaluating the impact
of the invasion by Russia of Ukraine and any further escalation of hostilities related thereto, terrorist attacks, natural disasters
or significant outbreaks of infectious diseases on the industry and has concluded that while it is reasonably possible that such events
could have a negative effect on the Company's financial position, results of its operations and/or search for and consummation
of a business combination with a target company, the specific impacts are not readily determinable as of the date of these consolidated
financial statements. These consolidated financial statements do not include any adjustments that might result from the outcome of these
uncertainties.

 F- 11

 NOTE 2.

 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of presentation

 The accompanying consolidated financial
 statements are presented in conformity with accounting principles generally accepted in the United States of America ("US
 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, 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 consolidated financial statements with
 another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the
 extended transition period difficult or impossible because of the potential differences in accounting standards used.

 Use of Estimates

 The preparation of the consolidated financial
 statements in conformity with US GAAP requires the Company's management to make estimates and assumptions that affect the
 reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated
 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 consolidated financial statements, which management
 considered in formulating its estimate, could change in the near term due to one or
 more future confirming events. The Company's significant estimates and assumptions include the fair value of the related parties
 convertible notes and the change in fair value of the derivative liabilities. Some
 of these judgments can be subjective and complex, and, consequently, actual results
 may differ from these estimates. Although the Company believes that its estimates
 and assumptions are reasonable, they are based upon information available at the time
 the estimates and assumptions were made. Actual results could differ from those estimates.

 Cash and Investments held in Trust Account

 At December 31, 2024, the Company had
 approximately $ 83.3 million
 in cash held in the Trust Account. At December 31, 2023, the Company had approximately $ 270.7 million
 in treasury securities held in the Trust Account. On August 10, 2023, the Company instructed Continental Stock Transfer &
 Trust Company, the trustee with respect to the Trust Account, to liquidate the U.S. government treasury obligations or money market
 funds held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest bearing demand deposit account
 at a bank until the earlier of the consummation of the Company's initial Business Combination or the liquidation of the
 Company. On October 5, 2023, the Company and Continental Stock Transfer & Trust Company ("CST") entered into an
 amendment to the Investment Management Trust Agreement, dated as of November 4, 2021, between the Company and CST, in connection
 with CST holding the funds in the Trust Account in an interest-bearing demand deposit bank account.

 F- 12

 Offering Costs associated with Initial Public Offering

 The Company complies with the requirements of the Financial Accounting Standards Board
 ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (" SAB ") Topic 5A, " Expenses of Offering." Offering costs were allocated to the separable financial instruments issued in the
 Initial Public Offering based on a relative fair value basis, compared to total proceeds
 received. Upon completion of the Initial Public Offering, offering costs associated
 with warrant liabilities for the public warrants and the Private Placement Warrants,
 the over-allotment and the Forward Purchase Agreement were expensed as incurred and
 presented as non-operating expenses in the statement of operations and other offering
 costs associated with the Class A Ordinary Shares were recorded to temporary equity.

 Class A ordinary shares subject to possible redemption

 The Company accounts for its ordinary shares
 subject to possible redemption in accordance with the guidance enumerated in ASC 480 " Distinguishing Liabilities from
 Equity ". Ordinary shares subject to mandatory redemption 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' equity. The
 Company's Class A ordinary shares feature certain redemption rights that are considered by the Company to be outside of the
 Company's control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2024 and 2023,
 the Class A ordinary shares subject to possible redemption in the amount of approximately $ 83.3
 million and $ 270.7
 million are presented as temporary equity, outside of the shareholders' deficit section of the Company's balance sheets,
 respectively.

 The Company recognizes changes in redemption value immediately as they occur and adjusts
 the carrying value of redeemable shares of Class A ordinary shares to equal the redemption
 value at the end of each reporting period. Immediately upon the closing of the Initial
 Public Offering, the Company recognized a remeasurement adjustment from initial book
 value to redemption amount value. The change in the carrying value of the redeemable
 Class A ordinary shares resulted in charges against additional paid-in capital and
 accumulated deficit.

 Net
 income (loss) per ordinary share

 Net income (loss) per share is computed by
 dividing net income (loss) by the weighted average number of ordinary shares during the period. The Company applies the two-class
 method in calculating earnings per share. Earnings are shared pro rata between the two classes of shares. The calculation of diluted
 income (loss) per ordinary share does not consider the effect of the warrants issued in connection with the (i) Initial Public
 Offering, (ii) Private Placement and (iii) embedded conversion feature of the related parties convertible promissory notes, since
 the strike prices of these instruments are out of the money. As a result, diluted earnings per ordinary share is the same as basic
 earnings per ordinary share for the periods presented. The warrants are exercisable to purchase 15,000,000
 Class A ordinary shares in the aggregate.

 The following table reflects the calculation of basic and diluted net income per ordinary
 share (in dollars, except per share amounts):

 Scheduled of basic and diluted net loss per share

Year Ended
 2024

Year Ended
 2023

 Class A ordinary shares

 Numerator: Income (loss)
 allocable to Class A ordinary shares

 $
 ( 5,450,946
)

 $
 5,888,945

 Denominator:

 Basic and diluted weighted average shares outstanding

 17,708,207

 27,887,520

 Basic and
 diluted net income (loss) per ordinary share

 $
 ( 0.31
)

 $
 0.21

 Class B ordinary shares

 Numerator: Income (loss) allocable
 to Class B ordinary shares

 $
 ( 2,308,652
)

 $
 1,583,758

 Denominator:

 Basic and diluted weighted average shares outstanding

 Basic and
 diluted net income (loss) per share, Class B ordinary share

 $
 ( 0.31
)

 $
 0.21

 F- 13

 Concentration of Credit Risk

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

 Income Taxes

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

 ASC 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 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.

 There is currently no taxation imposed on
income by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the
Company. Consequently, income taxes are not reflected in the Company's consolidated financial statements. Under Cayman Islands
regulations, the Company is not subject to tax on shareholder redemptions.

 Convertible Promissory Notes

 The Company accounts for their convertible promissory notes under ASC 815, " Derivatives and Hedging" ("ASC 815"). Under ASC 815-15-25, the election can be at the inception of a financial instrument
 to account for the instrument under the fair value option under ASC 825. The Company
 has made such election for their convertible promissory notes. Using the fair value
 option, the convertible promissory notes are required to be recorded at its initial
 fair value on the date of issuance, and each balance sheet date thereafter. Changes
 in the estimated fair value of the notes are recognized as a non-cash gain or loss
 on the 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 Topic 815, " Derivatives and Hedging." The Company's derivative instruments are recorded at fair value as of the closing date of the
 Initial Public Offering (November 9, 2021) and re-valued at each reporting date, with changes in the fair value reported
 in the statements of operations. Derivative assets and liabilities are classified
 on the balance sheet 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 has determined the public warrants, the Private Placement
 Warrants and the Forward Purchase Agreement are derivative instruments. As the public
 warrants, the Private Placement Warrants and the Forward Purchase Agreement meet the
 definition of a derivative, the public warrants, the Private Placement Warrants and
 Forward Purchase Agreement are measured at fair value at issuance and at each reporting
 date in accordance with ASC 820, Fair Value Measurement, with changes in fair value recognized in the statements of operations in the period
 of change.

 F- 14

 Warrant Instruments

 The Company accounts for the public warrants, the Private Placement Warrants and the
 Forward Purchase Agreement issued in connection with the Initial Public Offering and
 the Private Placement in accordance with the guidance contained in ASC 815, " Derivatives and Hedging " whereby under that provision, the public warrants, the Private Placement Warrants
 and the Forward Purchase Agreement do not meet the criteria for equity treatment and
 must be recorded as a liability. Accordingly, the Company classifies the warrant instruments
 and the forward purchase as liabilities at fair value and adjust the instrument to
 fair value at each reporting period. These liabilities will be re-measured at each
 balance sheet date until the public warrants, the Private Placement Warrants and the
 Forward Purchase Agreement are exercised or expire, and any change in fair value will
 be recognized in the Company's statements of operations. The fair value of the public warrants and the Private
 Placement Warrants were estimated at issuance using the Monte Carlo simulation model
 and the modified Black-Scholes model, respectively. The Forward Purchase Agreement
 was valued using a valuation model that factors in certain assumptions such as the
 probability of Business Combination, risk free rate and expected period until Business
 Combination. The valuation models utilize inputs and other assumptions and may not
 be reflective of the price at which they can be settled. Such warrant classification
 is also subject to re-evaluation at each reporting period. The Public and Private
 Warrants will be valued at each reporting period using the publicly available price
 for the Warrant.

 Fair Value Measurements

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

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

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

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

 The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC Topic 820,
 " Fair Value Measurement," approximates the carrying amounts represented in the balance sheets, primarily due
 to their short-term nature, except for the convertible promissory note, warrant liabilities
 and the Forward Purchase Agreement (see Note 9).

 Recent Accounting Standards

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

 In November 2023, the FASB issued Accounting Standards
Update 2023-07 – Segment Reporting – Improvements to Reportable Segment Disclosures ("ASU 2023-07"). Operating
segments are defined as components of an enterprise that engage in business activity for which discrete financial information is available
and regularly reviewed by the chief operating decision maker ("CODM"), in deciding how to allocate resources and to access
performance. The Company's Chief Financial Officer is the CODM. The Company is a non-revenue generating entity formed solely for
the purpose of effectuating a business combination transaction. The CODM reviews the Company's operations and manages expenses
incurred on a consolidated basis. Accordingly the Company has a single reporting segment. The CODM assesses performance of the reportable
segment and decides how to allocate resources based on net loss that also is reported on the consolidated statement of operations as
consolidated net loss. The Company does not have intra-entity transfers.

 This update
requires public entities to disclose its significant segment expense categories and amounts for each reportable segment. The guidance
is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. As of December 31, 2024,
the Company reported its operations as a single reportable segment, noting no disaggregation of Company activities, management or allocation
of resources by geographic region, business activity or organizational method, thus this new guidance does not affect the disclosures.

 NOTE 3.

 INITIAL PUBLIC OFFERING

 Pursuant to the Initial Public Offering, the Company sold 30,000,000 Units ( 27,500,000
 Units plus 2,500,000 over-allotment Units) at a purchase price of $ 10.00 per Unit
 generating gross proceeds to the Company in the amount of $ 300,000,000. Each Unit
 consists of one share of the Company's Class A ordinary shares, par value $ 0.0001 per share (the "Class A ordinary shares"), and one-half of one redeemable warrant of the Company (each whole warrant, a "Warrant"), with each whole Warrant entitling the holder thereof to purchase one whole share
 of Class A Ordinary Shares at a price of $ 11.50 per share, subject to adjustment.

 F- 15

 NOTE 4.

 PRIVATE PLACEMENT

 Simultaneously with the closing of the Initial Public Offering, the Company consummated
 the Private Placement of an aggregate of 14,000,000 Private Placement Warrants - 11,300,000
 to the Sponsor, 100,000 to Nathanael Abebe, 35,000 to Christine Coignard, 25,000 to
 Kelvin Dushnisky, 200,000 to L. Peter O'Hagan and 2,340,000 to Orion GP - at a purchase price of $ 1.00 per Private Placement
 Warrant, generating gross proceeds to the Company in the amount of $ 14,000,000.

 A portion of the proceeds from the Private Placement Units was added to the proceeds
 from the Initial Public Offering held in the Trust Account. If the Company does not
 complete a Business Combination within the Combination Period, the proceeds from the
 sale of the Private Placement Units held in the Trust Account will be used to fund
 the redemption of the Public Shares (subject to the requirements of applicable law)
 and the Private Placement Units will be worthless.

 The Private Placement Warrants (including the Class A ordinary shares issuable upon
 exercise of the Private Placement Warrants) will not be transferable, assignable or
 salable until 30 days after the completion of an Initial Business Combination, subject
 to certain exceptions.

 NOTE 5.

 RELATED PARTY TRANSACTIONS

 Founder Shares

 On May 6, 2021, the Sponsor received 7,187,500 of the Company's Class B ordinary shares (the "Founder Shares") in exchange for cash of $ 25,000. On November 4, 2021, the board of directors of the Company authorized a share dividend of 718,750
 Founder Shares, resulting in the shareholders of the Founder Shares holding an aggregate
 of 7,906,250 Founder Shares. All shares and associated amounts have been retroactively
 restated to reflect the share dividend. The Founder Shares included an aggregate of
 up to 1,031,250 shares subject to forfeiture to the extent that the underwriter's over-allotment was not exercised in full, so that the number of Founder Shares would
 equal, on an as-converted basis, approximately 20% of the Company's issued and outstanding ordinary shares after the Initial Public Offering. The underwriter
 exercised a portion of the over-allotment option in connection with the initial closing
 of the Initial Public Offering on November 9, 2021; as a result of the expiration of the over-allotment option, the Sponsor forfeited
 406,250 Founder Shares pursuant to the terms of the underwriting agreement. As of
 December 31, 2024 and 2023, there were 7,500,000 Founders shares outstanding.

 On July 13, 2021, our sponsor transferred 35,000 Founder Shares to each of an entity owned
 by Christine Coignard, Kelvin Dushnisky, L. Peter O'Hagan, and Timothy Keating, our independent directors. On that date, our sponsor also
 transferred 135,000 Founder Shares to Nathanael Abebe, our President, at their original
 per-share purchase price. On October 16, 2021, our sponsor transferred 100,000 Founder Shares to L. Peter O'Hagan, 17,500 Founder Shares to an entity owned by Christine Coignard and 12,500 Founder
 Shares to Kelvin Dushnisky, at their original per-share purchase price. On that date,
 our sponsor also transferred 20,000 Founder Shares to Nathanael Abebe, at their original
 per-share purchase price. These Founder Shares were not subject to forfeiture.

 The holders of the Founder Shares have agreed, subject to limited exceptions, not
 to transfer, assign or sell any of the Founder Shares until the earlier to occur of:
 (A) one year after the completion of a Business Combination and (B) subsequent to
 a Business Combination, (x) 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 capitalizations,
 reorganizations, recapitalizations and the like) for any 20 trading days within any
 30-trading day period commencing at least 150 days after a Business Combination, or
 (y) the date on which the Company completes a liquidation, merger, capital share exchange
 or other similar transaction that results in all of the Public Shareholders having
 the right to exchange their shares of ordinary shares for cash, securities or other
 property.

 F- 16

 Promissory Notes

 Pursuant to the convertible promissory note dated as of May 8, 2023 (the "First Extension Loan"), the Sponsor advanced $3,000,000 in connection with the extension of the period
 of time the Company has to consummate its initial Business Combination from May 9, 2023 to August 9, 2023. Up to $3,000,000 of the loans under the First Extension Loan can be settled
 in whole warrants to purchase Class A ordinary shares at a conversion price equal
 to $1.00 per warrant upon maturity or prepayment of the First Extension Loan. The
 loans under the First Extension Loan will not bear any interest and will be repayable
 by the Company to the Sponsor upon the earlier of the date by which the Company must
 complete an initial Business Combination and the consummation of the Company's initial Business Combination. The maturity date of the First Extension Loan may
 be accelerated upon the occurrence of an Event of Default (as defined therein). Any
 outstanding principal under the First Extension Loan may be prepaid at any time by
 the Company, at its election and without penalty. As of December 31, 2024 and 2023, there was $ 3,000,000
and $ 3,000,000 outstanding under the First Extension Loan, respectively, and is included in convertible promissory notes - related parties on
the accompanying balance sheets.

 Pursuant to the convertible promissory note dated as of August 9, 2023 (the "Second Extension Loan"), the Sponsor has agreed that it will contribute to the Company as a loan (each loan
 being referred to herein as a "Contribution") the lesser of (A) $ 0.03 for each Public Share that was not redeemed in connection
 with the Special Meeting and (B) $ 350,000, for each month (or a pro rata portion thereof
 if less than a month) until the earlier of (i) the date of the extraordinary general
 meeting held in connection with the shareholder vote to approve an initial Business
 Combination and (ii) August 9, 2024. The maximum aggregate amount of all Contributions will not exceed $ 4,200,000,
 and the Contributions will be deposited into the Trust Account. Up to $ 1,500,000 of
 the Contributions can be settled in whole warrants to purchase Class A ordinary shares
 of the Company at a conversion price equal to $ 1.00 per warrant. The Contributions
 will not bear any interest and will be repayable by the Company to the Sponsor upon
 the earlier of the date by which the Company must complete an initial Business Combination
 and the consummation of the Company's initial Business Combination. The Company's board of directors will have the sole discretion whether to continue extending until
 August 9, 2024, and if the Company's board of directors determines not to continue extending for additional months, the
 Sponsor's obligation to make additional Contributions will terminate. If this occurs, the
 Company would wind up the Company's affairs and redeem 100 % of the outstanding Public Shares in accordance with the
 procedures set forth in the Charter. The maturity date of the Second Extension Loan
 may be accelerated upon the occurrence of an Event of Default (as defined therein).
 Any outstanding principal under the Second Extension Loan may be prepaid at any time
 by the Company, at its election and without penalty.

 On December 28, 2023, the Company amended
and restated: (i) that the First Extension Loan and (ii) the Second Extension Loan (together with the First Extension Loan, the "Amended
and Restated Extension Loans") to add Orion Mine Finance GP III LP, a Cayman Islands limited partnership and an affiliate of the
Sponsor, as a payee (together with the Sponsor, the "Payees"). The Amended and Restated Extension Loans will be repayable
by the Company to the Payees on a pro rata basis based on the amount of the principal balance each Payee has advanced under the Amended
and Restated Extension Loans. The Amended and Restated Extension Loans do not otherwise materially modify the terms of the First Extension
Loan and the Second Extension Loan and are effective as of May 8, 2023 and August 9, 2023, respectively.

 On August 9, 2023, August 31, 2023, September
 29, 2023, October 31, 2023, November 30, 2023, December 29, 2023, January 31, 2024, February 29, 2024, March 29, 2024, April 30,
 2024, May 30, 2024, June 26, 2024 and July 31, 2024, the Sponsor made contributions of approximately $ 248,387,
 $ 350,000,
 $ 350,000,
 $ 350,000,
 $ 350,000, $ 350,000,
 $ 350,000, $ 350,000, $ 350,000, $ 350,000, $ 350,000, $ 350,000 and $ 101,613 respectively, to the Trust Account under the Second
 Extension Loan. As of December 31, 2024 and 2023, there was $ 4,200,000
 and $ 1,998,387
 outstanding under the Second Extension Loan, respectively, and is included in convertible promissory notes - related parties on the
 accompanying balance sheets.

 Pursuant to the Convertible Promissory Note dated
as of August 12, 2024 (the "Third Extension Loan"), the Sponsor and Orion GP have agreed that they will contribute to the
Company as a loan (each loan being referred to herein as a "Third Extension Loan Contribution") of $0.02 for each Public Share
that was not redeemed in connection with the 2024 Special Meeting for each month (or a pro rata portion thereof if less than a month)
until the earlier of (i) the date of the extraordinary general meeting held in connection with the shareholder vote to approve an
initial Business Combination and (ii) May 9, 2025. The Third Extension Loan Contributions will be deposited into the Company's trust
account. Loans under the Third Extension Loan can be settled in whole warrants to purchase Class A Ordinary Shares of the Company at a
conversion price equal to $1.00 per warrant. The Third Extension Loan will not bear any interest and will be repayable by the Company
upon the earlier of the date by which the Company must complete an initial Business Combination and the consummation of the Company's
initial Business Combination. The maturity date of the Third Extension Loan may be accelerated upon the occurrence of an Event of Default
(as defined therein). Any outstanding principal under the Third Extension Loan may be prepaid at any time by the Company, at its election
and without penalty. On August 13, 2024, September 9, 2024, October 8, 2024, November 8, 2024 and December 8, 2024 the Sponsor and Orion
GP made aggregate contributions of approximately $ 142,591, $ 142,591, $ 142,591, $ 142,591 and $ 142,591, respectively, to the Trust Account
under the Third Extension Loan. As of December 31, 2024 and 2023, there was $ 712,955 and $ 0 outstanding under the Third Extension Loan,
respectively, and is included in convertible promissory notes - related parties on the accompanying balance sheets.

 F- 17

 General and Administrative Services

 Commencing on the date the Units were first listed on the NYSE, the Company has agreed
 to pay the Sponsor a total of $ 10,000 per month for office space, utilities and secretarial
 and administrative support. Upon completion of the Initial Business Combination or
 the Company's liquidation, the Company will cease paying these monthly fees. During the years
 ended December 31, 2024 and 2023, the Company recorded $ 120,000 of administrative fees, respectively.
 As of December 31, 2024 and 2023, $ 377,500 and $ 257,500, respectively, was outstanding and is included
 in accounts payable and accrued expenses on the accompanying balance sheets.

 Related Party Loans

 In order to finance transaction costs in connection with a Business
Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company's officers and directors may, but are not obligated
to, loan the Company funds as may be required ("Working Capital Loan"). Such Working Capital Loans would be evidenced by promissory
notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender's discretion, up to
$ 1,500,000 of the notes may be converted upon completion of a Business Combination into warrants at a price of $ 1.00 per warrant. Such
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 Loan but no proceeds held in the Trust Account would
be used to repay the Working Capital Loan.

 On May 18, 2022, the Company entered into a Working Capital Loan with
the Sponsor in an aggregate principal amount of up to $ 1,500,000. On May 20, 2022, the Sponsor advanced $ 300,000 to the Company under
the Working Capital Loans. On February 21, 2023, the Company drew down additional $ 250,000 on the Working Capital Loans. On September
29, 2023, the Company drew down additional $ 200,000 on the Working Capital Loan. On November 30, 2023, and December 28, 2023, the company
drew down additional $ 200,000, and $ 550,000, respectively. As of December 31, 2024 and 2023, there was $ 1,500,000 and $ 1,500,000 outstanding
under the Working Capital Loan, respectively, and is included in convertible promissory notes - related parties on the accompanying balance
sheets.

 On December 28, 2023, the Company entered into a Promissory Note (the "December 2023 Working Capital Loan") with the Sponsor.
Pursuant to the December 2023 Working Capital Loan, the Sponsor has agreed to loan to the Company up to $ 1,500,000 to be used for working
capital purposes. The loans will not bear any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date
by which the Company must complete an initial Business Combination pursuant to its amended Charter (as amended from time to time) and
the consummation of the Company's initial Business Combination. On December 28, 2023, January 25, 2024 and May 9, 2024, the Company
borrowed $ 600,000, $ 800,000 and $ 100,000 under the December 2023 Working Capital Loan, respectively. As of December 31, 2024 and December
31, 2023, there was $ 1,500,000 and $ 600,000 outstanding under the December 2023 Working Capital Loan, respectively, and is included in convertible promissory notes – related

into a Promissory Note (the "May 2024 Working Capital Loan") with the Sponsor. Pursuant to the May 2024 Working
Capital Loan, the Sponsor has agreed to loan to the Company up to $ 1,000,000 to be used for working capital purposes. The loans will not
bear any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete
an initial Business Combination pursuant to its amended Charter (as amended from time to time) and the consummation of the Company's
initial Business Combination. On May 30, 2024, June 25, 2024 and July 31, 2024, the Company borrowed $ 250,000, $ 500,000 and
$ 250,000 under the May 2024 Working Capital Loan, respectively. As of December 31, 2024 and December 31, 2023, there was $ 1,000,000
and $ 0 outstanding under the May 2024 Working Capital Loan, respectively, and is included in convertible promissory notes - related

Promissory Note (the "August 2024 Working Capital Loan") with the Sponsor. Pursuant to the August 2024 Working Capital Loan,
the Sponsor has agreed to loan to the Company up to $ 1,500,000 to be used for working capital purposes. The loans will not bear any
interest, and will be repayable by the Company to the Sponsor upon the earlier of the date by which the Company must complete an initial
Business Combination pursuant to its amended Charter (as amended from time to time) and the consummation of the Company's initial
Business Combination. On September 27, 2024, December 2, 2024 and December 27,2024 the Company borrowed $ 750,000, $ 250,000 and $ 500,000 under
the August 2024 Working Capital Loan, respectively. As of December 31, 2024 and December 31, 2023, there was $ 1,500,000 and $ 0 outstanding
under the August 2024 Working Capital Loan, respectively, and is included in convertible promissory notes - related parties on the accompanying

 On December 23, 2024, the Company entered into a Promissory Note (the "December 2024 Working Capital Loan") with the Sponsor.
Pursuant to the December 2024 Working Capital Loan, the Sponsor has agreed to loan the Company up to $ 1,750,000 to be used for working
capital purposes. The loan will not bear any interest, and will be repayable by the Company to the Sponsor upon the earlier of the date
by which the Company must complete an initial business combination pursuant to its amended and restated memorandum and articles of association
(as amended from time to time) and the consummation of the Company's initial business combination. On December 27, 2024, the Company
borrowed $ 1,100,000 under the December 2024 Working Capital Loan. As of December 31, 2024 and December 31, 2023, there was $ 1,100,000
and $ 0 outstanding under the December 2024 Working Capital Loan, respectively, and is included in convertible promissory notes - related parties
on the accompanying balance sheets.

 F- 18

 NOTE 6.

 COMMITMENTS AND CONTINGENCIES

 Registration Rights

 The holders of the Founder Shares, Private Placement Units and warrants that may be
 issued upon conversion of Working Capital Loans and Convertible Promissory Notes (and any ordinary shares issuable
 upon the exercise of the Private Placement Warrants or warrants issued upon conversion
 of the Working Capital Loans and Convertible Promissory Notes and upon conversion of the Founder Shares) will be entitled
 to registration rights pursuant to a registration rights agreement to be signed prior
 to or on the effective date of the Initial Public Offering requiring the Company to
 register such securities for resale (in the case of the Founder Shares, only after
 conversion to Class A ordinary shares). The holders of these securities will be entitled
 to make up to three demands, excluding short form registration demands, that the Company
 register such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration statements filed subsequent to completion
 of a Business Combination and rights to require the Company to register for resale
 such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that
 the Company will not be required to effect or permit any registration or cause any
 registration statement to become effective until the securities covered thereby are
 released from their lock-up restrictions. The Company will bear the expenses incurred
 in connection with the filing of any such registration statements.

 Underwriting Agreement

 The Company granted the underwriter a 45-day option from the date of the Initial Public
 Offering to purchase up to 4,125,000 additional Units to cover over-allotments, if
 any, at the Initial Public Offering price less the underwriting discounts and commissions.

 The underwriter was entitled to a cash underwriting discount of $0.20 per Unit, or $ 6,000,000 which was paid upon the closing of the Initial
Public Offering. In addition, the underwriter was entitled to a deferred fee of $0.35 per Unit, or $ 10,500,000.
 The deferred fee would have become payable to the underwriter from the amounts held in the Trust Account solely in the event that the
Company completes a Business Combination, subject to the terms of the underwriting agreement. During the three months ended March 31,
2024, the Company obtained a waiver of the deferred commission from the underwriter. As a result, the Company recorded a reduction of
$ 10,500,000 of deferred underwriting fees payable and a gain on the waiver of deferred underwriting commission payable in the period ending
March 31, 2024.

 On November 9, 2021, the underwriter purchased an additional 2,500,000 Option Units pursuant to
 the partial exercise of the over-allotment option. The Option Units were sold at an
 offering price of $ 10.00 per Unit, generating additional gross proceeds to the Company
 of $ 25,000,000. Upon expiration of the option in December 2021, 1,625,000 Class A shares eligible for purchase on the over-allotment option expired
 and the Sponsor forfeited 406,250 Founder Shares pursuant to the terms of the underwriting
 agreement.

 Forward Purchase Agreement

 The Company entered into a forward purchase agreement on November 4, 2021, (a "Forward Purchase Agreement") with an affiliate of the Sponsor, Orion Mine Finance Fund III LP ("Orion Mine Finance"), which, subject to the approval of Orion Mine Finance's investment committee as well as customary closing conditions, will provide for the
 purchase of up to 5,000,000 units, with each unit consisting of one Class A ordinary
 share (the "forward purchase shares") and one-half of one redeemable warrant (the "forward purchase warrants") to purchase one Class A ordinary share, at $ 11.50 per share, subject to adjustment,
 for a purchase price of $ 10.00 per unit, in a private placement to occur in connection
 with the closing of a Business Combination.

 The forward purchase warrants will entitle
the holder thereof to purchase one Class A ordinary share at $ 11.50
 per share and will have the same terms as the Private Placement Warrants so long as they are held by the affiliate of our sponsor
or its permitted transferees, and the forward purchase shares will be identical to the Class A ordinary shares included in the Units
which were sold in the Initial Public Offering, except the forward purchase shares will be subject to transfer restrictions and certain
registration rights.

 F- 19

 Orion Mine Finance's commitment to purchase securities pursuant to the Forward Purchase Agreement is
 intended to provide the Company with a minimum funding level for a Business Combination.
 The proceeds from the sale of the forward purchase securities may be used as part
 of the consideration to the sellers in a Business Combination, expenses in connection
 with a Business Combination or for working capital in the post-transaction company.

 The Company classifies the Forward Purchase
 Agreement as a liability upon execution of the agreement, in accordance with the guidance contained in ASC 815-40, at its fair value
 and will allocate a portion of the proceeds from the issuance of the Units equal to its fair value determined by the modified Black
 Scholes model. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the liability
 will be adjusted to fair value, with the change in fair value recognized in the Company's statements of operations. Upon
 issuance of the Forward Purchase Agreement, the Company recorded a derivative liability of $ 453,701.
 As of December 31, 2024 and 2023, the fair value of the Forward Purchase Agreement was $ 7,978,952
 and $ 5,011,527,
 respectively, which is included in derivative liabilities on the balance sheets. The Company will reassess the classification at
 each balance sheet date. If the classification changes as a result of events during the period, the Forward Purchase Agreement will
 be reclassified as of the date of the event that causes the reclassification. During the years ended December 31, 2024 and
 2023, the Company recorded loss of $ 2,967,425
 and $ 2,965,682, respectively for the change in fair value which is included in change in fair value of derivative liabilities on the
 accompanying statements of operations.

 Vendor Agreements

 As of December 31, 2024 and 2023, the
 Company had incurred legal fees related to the Initial Public Offering and general corporate services of approximately $ 3,415,000
 and $ 491,700,
 respectively. Approximately $ 378,300
 of these fees will only become due and payable upon the consummation of a Business Combination. As of December 31, 2024 and 2023, the
 outstanding balance of the legal fees is in accrued offering costs of approximately $ 378,300.
 As of December 31, 2024 and 2023, the Company had accrued expenses of approximately $ 3,037,000 and $ 113,400,
 respectively, on the balance sheets.

 Business combination

 On March 11, 2024, the Company entered into
a Business Combination Agreement (the " Business Combination Agreement "), by
and among the Company, Blyvoor Gold Resources Proprietary Limited, a South African private limited liability company (" Blyvoor
Resources "), Blyvoor Gold Operations Proprietary Limited, a South African private limited liability company (" Tailings "
and, together with Blyvoor Resources, the " Target Companies ", each a " Target
Company "), RRAC NewCo, a Cayman Islands exempted company and wholly-owned subsidiary of the Company (" Newco "),
and RRAC Merger Sub, a Cayman Islands exempted company and wholly-owned subsidiary of Newco (" Merger
Sub "). Each of Newco and Merger Sub is a newly formed entity that was formed for the sole purpose of entering into and consummating
the transactions set forth in the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement,
Newco also entered into an Exchange Agreement (the " Exchange Agreement "),
by and among, Newco, Blyvoor Gold Proprietary Limited, a South African private limited liability company (" Blyvoor
Gold "), Orion Mine Finance Fund II L.P., a Bermuda limited partnership (" Orion "
and, together with Blyvoor Gold, the " Sellers "), and the Target Companies.
The Business Combination Agreement and the Exchange Agreement were each subsequently amended by the parties thereto pursuant to an Omnibus
Amendment, dated as of October 17, 2024, which was further amended and restated on December 20, 2024.

 Pursuant to the terms, and subject to the
conditions, set forth in the Business Combination Agreement, as amended to date, the parties thereto will enter into a business
combination transaction (together with the other transactions contemplated by the Business Combination Agreement, the " Transactions "),
pursuant to which, among other things, (i) the Company will merge with and into Merger Sub (the " Merger "),
with Merger Sub being the surviving company, and (ii) Newco will acquire all of the outstanding equity interests of the Target
Companies (the " Share Exchange "). Following the Merger and the Share
Exchange, each of the Target Companies and Merger Sub will be a wholly owned subsidiary of Newco, and Newco will become a publicly
traded company. At the closing of the Transactions (the " Closing "),
Newco is expected to change its name to Aurous Resources, and its ordinary shares, par value $0.0001 (the " Newco
Ordinary Shares "), are expected to be listed on the NASDAQ.

 F- 20

 NOTE 7.

 SHAREHOLDERS' DEFICIT

 Preference Shares - The Company is authorized to issue 5,000,000 preference shares
 with a par value of $ 0.0001 per share. As of December 31, 2024 and 2023, there were no preference shares issued or outstanding.

 Class A Ordinary Shares - The Company is authorized to issue 500,000,000 of Class
 A ordinary shares with a par value of $ 0.0001 per share. Holders of Class A ordinary
 shares are entitled to one vote for each share. As of December 31, 2024 and 2023, there were 7,129,558 and 24,570,033 shares of Class A ordinary
 shares issued and outstanding and classified in temporary equity on the balance sheets.

 Class B Ordinary Shares - The Company is authorized to issue 50,000,000 of Class B
 ordinary shares with a par value of $ 0.0001 per share. Holders of Class B ordinary
 shares are entitled to one vote for each share. As of December 31, 2024 and 2023, there were 7,500,000 Class B ordinary shares issued and outstanding.

 Only holders of the Class B ordinary shares will have the right to vote on the appointment
 of directors prior to the Business Combination. Holders of Class A ordinary shares
 and holders of Class B ordinary shares will vote together as a single class on all
 matters submitted to a vote of our shareholders except as otherwise required by law.
 In connection with our initial Business Combination, we may enter into a shareholders
 agreement or other arrangements with the shareholders of the target or other investors
 to provide for voting or other corporate governance arrangements that differ from
 those in effect upon completion of the Initial Public Offering.

 The Class B ordinary shares will automatically convert into Class A ordinary shares
 at the time of a Business Combination, or earlier at the option of the holder, on
 a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary
 shares, or equity-linked securities, are issued or deemed issued in excess of the
 amounts issued 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 then-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 Initial Public Offering plus all Class A ordinary shares and equity-linked securities
 issued or deemed issued in connection with a Business Combination (net of the number
 of Class A ordinary shares redeemed in connection with a Business Combination), excluding
 any shares or equity-linked securities issued or issuable to any seller of an interest
 in the target to us in a Business Combination.

 NOTE 8.

 WARRANTS

 Public Warrants may only be exercised for a whole number of shares. No fractional
 warrants will be issued upon separation of the Units and only whole warrants will
 trade. The Public Warrants will become exercisable on the later of (a) 30 days after
 the completion of a Business Combination and (b) 12 months from the closing of the
 Initial Public Offering. The Public Warrants will expire five years after the completion
 of a Business Combination or earlier upon redemption or liquidation.

 The Company will not be obligated to deliver any Class A ordinary share pursuant to
 the exercise of a warrant and will have no obligation to settle such warrant exercise
 unless a registration statement under the Securities Act covering the issuance of
 the 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, subject
 to the Company satisfying its obligations with respect to registration, or a valid
 exemption from registration is available. No warrant will be exercisable for cash
 or on a cashless basis, and the Company will not be obligated to issue any shares
 to holders seeking to exercise their warrants, unless the issuance of the shares upon
 such exercise is registered or qualified under the securities laws of the state of
 residence 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 20
 business days after the closing of a Business Combination, the Company will use its
 commercially reasonable efforts to file, and within 60 business days following a Business
 Combination to have declared effective, a registration statement covering the issuance
 of the Class A ordinary shares issuable upon exercise of the warrants and to maintain
 a current prospectus relating to those Class A ordinary shares until the warrants
 expire or are redeemed. Notwithstanding the above, if the Class A ordinary share is
 at the time of any exercise of a warrant not listed on a national securities exchange
 such that it satisfies the definition of a "covered security" under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of
 Public Warrants who exercise their warrants to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company
 will not be required to file or maintain in effect a registration statement, but will
 use its commercially reasonable efforts to register or qualify the shares under applicable
 blue sky laws to the extent an exemption is not available.

 F- 21

 Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or
 Exceeds $18.00

 Once the warrants become exercisable, the Company may redeem the outstanding Public
 Warrants:

 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, or the 30-day redemption period to each warrant holder; and

 if, and only if, the last reported sale price of the Class
A ordinary shares equals or exceeds $ 18.00 per share (as adjusted for share sub-divisions, share dividends, reorganization, recapitalizations
and the like) for any 10 trading days within a 20-trading day period ending on the third trading day prior to the date on which the Company
sends the notice of redemption to warrant holders.

 If and when the warrants become redeemable by the Company, the Company may exercise
 its redemption right even if it is unable to register or qualify the underlying securities
 for sale under all applicable state securities laws.

 Redemption of Warrants When the Price per Share of Class A Ordinary Share Equals or
 Exceeds $10.00

 Once the warrants become exercisable, the Company may redeem the outstanding warrants:

 in whole and not in part;

 at a price of $ 0.10 per warrant provided that the holder
will be able to exercise their warrants on cashless basis prior to redemption and receive that number of shares based on the redemption
date and the fair market value of the Class A ordinary shares;

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

 if, and only if, the last reported sale price of the Class
A ordinary share equals or exceeds $ 10.00 per share (as adjusted for share sub-divisions, share dividends, reorganization, recapitalizations
and the like) for any 10 trading days within a 20-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; and

 if, and only if, the Private Placement Warrants are also
concurrently exchanged at the same price (equal to a number of Class A ordinary shares) as the outstanding public warrants, as described
above.

 If the Company calls the Public Warrants for redemption, as described above, its management
 will have the option to require any holder that wishes to exercise the Public Warrants
 to do so on a "cashless basis," as described in the warrant agreement. The exercise price and number of ordinary
 shares issuable upon exercise of the Public Warrants may be adjusted in certain circumstances
 including in the event of a share dividend, extraordinary dividend or recapitalization,
 reorganization, merger or consolidation. However, except as described below, the Public
 Warrants will not be adjusted for issuances of ordinary shares at a price below its
 exercise price. Additionally, in no event will the Company be required to net cash
 settle the Public Warrants. If the Company is unable to complete a Business Combination
 within the Combination Period and the Company liquidates the funds held in the Trust
 Account, holders of Public Warrants will not receive any of such funds with respect
 to their Public Warrants, nor will they receive any distribution from the Company's assets held outside of the Trust Account with respect to such Public Warrants. Accordingly,
 the Public Warrants may expire worthless.

 F- 22

 The Private Placement Warrants will be identical to the Public Warrants underlying
 the Units being sold in the Initial Public Offering, except that the Private Placement
 Warrants and the Class A ordinary shares issuable upon the exercise of the Private
 Placement Warrants will not be transferable, assignable or saleable until 30 days
 after the completion of a Business Combination, subject to certain limited exceptions.
 Additionally, the Private Placement Warrants will be exercisable on a cashless basis
 and be non-redeemable, except as described above, 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 will be redeemable by the Company and exercisable by
 such holders on the same basis as the Public Warrants.

 The Company accounts for the 29,000,000 warrants issued in connection with the Initial
 Public Offering (including 15,000,000 Public Warrants and 14,000,000 Private Placement
 Warrants) 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 must be recorded as a liability. The Private Placement Warrants do not
 meet the criteria for equity treatment under ASC 815-40 because the Private Warrants
 include a provision that provides for potential changes to the settlement amounts
 dependent upon the characteristics of the holder of the Private Placement Warrant
 and the holder of an instrument is not an input into the pricing of a fixed-for-fixed
 option on equity shares. The Public Warrants do not meet the criteria for equity treatment
 under ASC 815-40 because the Public Warrants include a tender provision that would
 entitle all of the Public Warrant holders to cash while less than all of the shareholders
 are entitled to cash. Upon issuance of the derivative Warrants, the Company recorded
 a liability of $ 37,584,000 on the balance sheet.

 NOTE 9.

 FAIR VALUE MEASUREMENTS

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

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

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

 Schedule of Fair Value Hierarchy for Assets and Liabilities Measured at Fair Value on a Recurring basis

 Description

 Level

 2024

 2023

 Assets:

 Cash held in the Trust Account

 $
 83,293,711

 $
 270,667,736

 Liabilities:

 Convertible promissory notes - related parties

 $
 13,967,950

 $
 5,556,896

 Warrant liability - Private Placement Warrants

 3,920,000

 1,680,000

 Warrant liability - Public Warrants

 4,200,000

 1,800,000

 Forward Purchase Agreement

 7,978,952

 5,011,527

 Total Derivative liabilities

 $
 29,796,902

 $
 14,048,423

 F- 23

 The Convertible promissory notes - related parties, the Public Warrants, the Private
 Placement Warrants and the Forward Purchase Agreement were accounted for as liabilities
 in accordance with ASC 815-40 and are presented within convertible notes and derivative
 liabilities on the balance sheets. The convertible notes are measured at fair value
 at inception and on a recurring basis, with changes in fair value presented within
 change in fair value of convertible notes – related parties in the statements of operations. The warrant
 liabilities and Forward Purchase Agreement are measured at fair value at inception
 and on a recurring basis, with changes in fair value presented within change in fair
 value of derivative liabilities in the statements of operations.

 Upon initial issuance of each convertible note, the Company used a modified Black Scholes model to value the Convertible
 Note. As of December 31, 2024 and 2023, the Convertible Notes were classified as Level 3 on the Fair Value Hierarchy.

 Upon initial issuance, the Public Warrants and the Private Placement Warrants used
 the Monte Carlo simulation model and the modified Black-Scholes model, respectively
 The Company allocated the proceeds received from (i) the sale of Units (which is inclusive
 of one Class A ordinary share and one-half of one Public Warrant), (ii) the sale of
 Private Warrants, and (iii) the issuance of Class B ordinary shares, first to the
 warrants based on their fair values as determined at initial measurement, with the
 remaining proceeds allocated to Class A ordinary shares subject to possible redemption
 (temporary equity) and Class B ordinary shares (permanent equity) based on their relative
 fair values at the initial measurement date. As of December 31, 2024 and 2023, the Public and Private Warrants were valued using the publicly available
 price for the Warrant and are classified as Level 1 and Level 2, respectively, on
 the Fair Value Hierarchy.

 The Forward Purchase Agreement was valued using a valuation method which considers
 the reconstructed unit price (the total fair value of ordinary shares and half the
 Private Warrant value) and multiple assumptions such as risk-free rate and time to
 Initial Business Combination. As of December 31, 2024 and 2023, the Forward Purchase Agreement was classified within Level 3 of
 the Fair Value Hierarchy at the measurement dates due to the use of unobservable inputs.

 The table below provides a summary of the changes
in fair value, including net transfers in and/or out, of all financial assets and liabilities measured at fair value on a recurring basis
using significant unobservable inputs (Level 3) during the years ended December 31, 2024 and 2023:

 Schedule of financial assets and liabilities measured at fair value on a recurring basis

 Fair Value
Measurement
Using Level 3
Inputs Total

 Balance, January 1, 2023

 2,282,145

 Issuance of convertible promissory notes - related parties

 6,798,387

 Proceeds received from issuance of convertible note

 ( 1,468,999
)

 Change in fair value of convertible promissory note - related party

 ( 8,792
)

 Change in fair value of forward purchase agreement

 2,965,682

 Balance, December 31, 2023

 10,568,423

 Issuance of convertible promissory notes - related parties

 7,414,569

 Proceeds in excess of fair value

 ( 1,194,625
)

 Change in fair value of convertible promissory notes - related parties

 1,921,110

 Change in fair value of forward purchase agreement

 2,967,425

 Balance, December 31, 2024

 $
 21,676,902

 F- 24

 The key inputs into the discount model for the Convertible Promissory Notes were as
 follows:

 Schedule of Fair Value of Assets and Liabilities Valuation Techniques and Measurement Inputs

2024

2023

 Volatility

 192.9 – 193.8

 %

 191.86 – 383.72
 %

 Risk-free interest rate

 4.31

 %

 5.46
 %

 Expected life of convertible promissory note

 0.10 years

 0.46 years

 Dividend yield

 %

 %

 Probability of business combination

 95.0

 %

 80.0
 %

 The key inputs into the discount model for the Forward Purchase Agreement were as
 follows:

 Schedule of Fair Value of Assets and Liabilities Valuation Techniques and Measurement Inputs

2024

2023

 Risk-free interest rate

 4.31
 %

 5.30
 %

 Expected life of forward purchase agreement

 0.09 years

 0.46 years

 Dividend yield

 %

 %

 Probability of business combination

 95.0
 %

 80.0
 %

 The following table provides a summary of the changes in the fair value of the Company's financial instruments that are measured at fair value on a recurring basis:

 Schedule of changes in the fair value of the warrants measured on recurring basis

 Convertible
Promissory
Notes

 Private

Placement

Warrants

 Public

Warrants

 Forward
Purchase
Agreement

 Total

 Fair value at January 1, 2023

 $
 236,300

 $
 1,400,000

 $
 1,500,000

 $
 2,045,845

 $
 5,182,145

 Proceeds received from issuance of convertible notes

 6,798,387

 -

 -

 -

 6,798,387

 Proceeds in excess of fair value

 ( 1,468,999
)

 -

 -

 -

 ( 1,468,999
)

 Change in fair value

 ( 8,792
)

 280,000

 300,000

 2,965,682

 3,536,890

 Fair value at December 31, 2023

 $
 5,556,896

 $
 1,680,000

 $
 1,800,000

 $
 5,011,527

 $
 14,048,423

 Proceeds received from issuance of convertible notes

 7,414,569

 -

 -

 -

 7,414,569

 Proceeds in excess of fair value

 ( 1,194,625
)

 -

 -

 -

 ( 1,194,625
)

 Change in fair value

 1,921,110

 2,240,000

 2,400,000

 2,967,425

 9,528,535

 Fair value at December 31, 2024

 $
 13,697,950

 $
 3,920,000

 $
 4,200,000

 $
 7,978,952

 $
 29,796,902

 NOTE 10.
 SUBSEQUENT EVENTS

 The Company's management has evaluated subsequent
events and transactions that occurred after the balance sheet date up to the date consolidated financial statements were issued. Based
upon this review, other than disclosed below, the Company did not identify any subsequent events that would have required adjustment
or disclosure in the consolidated financial statements.

 On January 9, 2025, February 7, 2025 and March 9, 2025, the Sponsor and Orion GP made aggregate contributions of approximately $ 142,591, $ 142,591 and $ 142,591, respectively, to the
Trust Account under the Third Extension Loan.

 F- 25

 On February 28, 2025, shareholders of the Company
held an extraordinary general meeting for the following purposes:

 to
authorize, approve, ratify and confirm in all respects, by an ordinary resolution, the Company's entry into the Business Combination
Agreement, dated as of March 11, 2024, by and among the Company, Blyvoor Gold Resources Proprietary Limited, a South African private
limited liability company ("Aurous Gold"), Blyvoor Gold Operations Proprietary Limited, a South African private limited liability
company ("Gauta Tailings" and, together with Aurous Gold, the "Target Companies," each, a "Target Company"),
Aurous Resources (f/k/a RRAC NewCo), a Cayman Islands exempted company ("Aurous Resources"), and RRAC Merger Sub, a Cayman
Islands exempted company and wholly owned subsidiary of Aurous Resources ("Merger Sub") (as may be amended from time to time,
the "Business Combination Agreement"), a copy of which is attached to the Company's definitive proxy statement/prospectus
relating to the Meeting filed by the Company with the Securities and Exchange Commission on January 15, 2025 (the "Proxy Statement")
as Annex A, as amended by the Omnibus Amendment, dated as of December 20, 2024, a copy of which is attached to the Proxy Statement as
Annex A-1, pursuant to which, among other things, the Company will merge with and into Merger Sub, with Merger Sub surviving the merger
as a wholly owned subsidiary of Aurous Resources (the "Business Combination"), in accordance with the terms and subject to
the conditions of the Business Combination Agreement (the "Business Combination Proposal");

 to
authorize, approve, ratify and confirm in all respects, by a special resolution, the Plan of Merger, by and among the Company and Merger
Sub, substantially in the form attached to the Proxy Statement as Annex B (including the annexures thereto, the "Plan of Merger")
and all the undertaking, property and liabilities of the Company vest in Merger Sub by virtue of such merger pursuant to the Companies
Act (as amended) of the Cayman Islands, the merger of the Company with and into Merger Sub with Merger Sub surviving the merger, and
the Company's entry into the Plan of Merger (the "Merger Proposal");

 to
adopt, ratify, approve and confirm in all respects, by an ordinary resolution, the 2024 Equity Incentive Plan, a copy of which is attached
to the Proxy Statement as Annex C and any form award agreement thereunder (the "Equity Incentive Plan Proposal" and together
with the Business Combination Proposal and the Merger Proposal, the "Proposals"); and

 to
adjourn, by an ordinary resolution, the Meeting to a later date or dates, if necessary, to be determined by the Rigel Board (as defined
in the Proxy Statement) (i) to ensure that any supplement or amendment to the Proxy Statement is provided to Rigel's shareholders,
(ii) in order to solicit additional proxies from Rigel's shareholders in favor of any of the other Proposals being presented or
(iii) only with the prior written consent of the Target Companies, for the purposes of satisfying the Available Cash Condition (as defined
in the Proxy Statement)(the "Adjournment Proposal").

 The
Business Combination Proposal, Merger Proposal and Equity Incentive Plan Proposal were approved. As there were sufficient votes to approve
the Proposals, the Adjournment Proposal was not presented to the Company's shareholders.

 On
February 28, 2025, shareholders holding 6,369,522 Class A Ordinary Shares exercised their right to redeem such shares for a pro rata
portion of the funds in the Company's trust account upon the consummation of the business combination. The Company intends to consummate
the Business Combination as soon as possible, subject to the satisfaction or waiver of all other closing conditions, and may accept reversals
of redemption requests prior to the closing of the Business Combination. In addition to the Available Cash Condition (as defined in the
Proxy Statement), the completion of the Business Combination is conditioned on the satisfaction or waiver of certain other closing conditions
that are not within Rigel's, Aurous Resources' or the Target Companies' control, including, among other things, (i)
receipt of approval for listing on the Nasdaq Stock Market LLC ("NASDAQ") of the Aurous Resources ordinary shares and Aurous
Resources public warrants to be issued in connection with the transactions contemplated by the Business Combination Agreement and (ii)
receipt of certain required regulatory approvals, including by the Financial Surveillance Department of the South African Reserve Bank,
that have yet to be obtained. The parties to the Business Combination Agreement may not satisfy all of the conditions to the closing
in the Business Combination Agreement and, accordingly, the transactions contemplated therein may not be completed. If the closing conditions
are not satisfied or waived, the Business Combination will not occur.

 F- 26

 SIGNATURES

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

 Rigel Resource Acquisition Corp

 Date: March 21, 2025

 By:

 /s/ Jonathan Lamb

 Chief Executive Officer (Principal Executive Officer)

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

 /s/ Jonathan Lamb

 Name:

 Chief Executive Officer (Principal Executive Officer and Director)

 Date:

 /s/ Jeff Feeley

 Name:

 Jeff Feeley

 Chief Financial Officer (Principal Financial and Accounting Officer)

 Date:

 /s/ Oskar Lewnowski

 Name:

 Oskar Lewnowski

 Chairman of the Board of Directors

 Date:

 /s/ Nathanael Abebe

 Name:

 Nathanael Abebe

 Date:

 /s/ Christine Coignard

 Name:

 Christine Coignard

 Date:

 /s/ Kelvin Dushnisky

 Name:

 Kelvin Dushnisky

 Date:

 /s/ L. Peter O'Hagan

 Name:

 L. Peter O'Hagan

 Date:

 /s/ Timothy Keating

 Name:

 Timothy Keating

 Date: