false 2023 FY 0001853580

 PFTAU:UnitsEachConsistingOfOneClassOrdinaryShare0.0001ParValueAndOnethirdOfOneRedeemableWarrantMember

 PFTAU:ClassOrdinarySharesParValue0.0001PerShareIncludedAsPartOfUnitsMember

 PFTAU:RedeemableWarrantsEachWholeWarrantExercisableForOneClassOrdinaryShareAtExercisePriceOf11.50IncludedAsPartOfUnitsMember

 2024-04-16

 2024-04-16

 2021-07-01
 2021-07-23

 2021-07-23

 2021-07-01
 2021-07-23

 us-gaap: OverAllotmentOptionMember

 2021-08-01

 us-gaap: OverAllotmentOptionMember

 2021-08-01

 2022-09-30

 2022-09-30

 2022-09-30

 2023-03-31

 2023-03-31

 2023-03-31

 2023-09-30

 2023-09-30

 2023-09-30

 2023-07-04
 2023-07-05

 2023-04-05

 PFTAU:ClassAMember

 PFTAU:ClassBMember

 PFTAU:ClassAMember

 PFTAU:ClassBMember

 2021-07-23

 2021-03-01
 2021-03-22

 2021-03-22

 PFTAU:FiveIndependentDirectorsMember

 2021-04-30

 PFTAU:FiveIndependentDirectorsMember

 2021-04-28
 2021-04-29

 2021-04-30

 2021-06-01
 2021-06-15

 2021-06-15

 2021-07-01
 2021-07-20

 2021-07-20

 2021-07-20

 us-gaap: OverAllotmentOptionMember

 2021-08-01

 2023-07-20

 2023-07-20

 2023-07-20

 2021-07-01
 2021-07-21

 2023-10-01

 2022-10-01

 2022-08-01
 2022-08-15

 2023-06-01

 2023-07-01
 2023-07-17

 2023-08-01

 2021-07-20

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel1Member

 us-gaap: FairValueInputsLevel2Member

 us-gaap: FairValueInputsLevel2Member

 us-gaap: FairValueInputsLevel2Member

 us-gaap: FairValueInputsLevel2Member

 2021-04-25

 2021-04-25

 PFTAU:WarrantLiabilitiesMember

 2021-04-25

 2021-04-26

 2021-04-26

 PFTAU:WarrantLiabilitiesMember

 2021-04-26

 PFTAU:WarrantLiabilitiesMember

 PFTAU:WarrantLiabilitiesMember

 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, 2023

 OR

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

 For
the transition period from _______ to _______

 COMMISSION
FILE NUMBER 001-40639

 (Exact
name of registrant as specified in its charter)

 Cayman Islands

 98-1592069

 (State
 or other jurisdiction of

 incorporation or organization)

 (I.R.S.
 Employer

 Identification Number)

 3109 W 50 th St, #207

 Minneapolis,
 MN

 55410

 (Address
 of principal executive offices)

 (Zip
 Code)

 (212) 380-5605

 Registrant's
telephone number, including area code

 PORTAGE
FINTECH ACQUISITION CORPORATION

280 Park Avenue, 29F East,

New York, NY 10017

 (Former
name or former address, if changed since last report)

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

 Title
 of Each Class

 Trading
 Symbol:

 Name
 of Each Exchange on Which Registered

 Units,
 each consisting of one Class A ordinary share, $0.0001 par value, and one-third of one redeemable warrant

 PFTAU

 The
 Nasdaq Stock Market LLC

 Class
 A ordinary shares, par value $0.0001 per share, included as part of the units

 PFTA

 The
 Nasdaq Stock Market LLC

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

 PFTAW

 The
 Nasdaq Stock Market LLC

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

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

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

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

by check mark whether the registrant (1) has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit such files). Yes No

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated filer

 Smaller
 reporting company

 Emerging
 growth company

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

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

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

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

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

 As
of June 30, 2023, the aggregate market value of the Registrant's voting and non-voting common equity held by non-affiliates was
$ 269.2 million.

 As
of April 16, 2024, the Registrant had 3,910,370 of its Class A ordinary shares, $0.0001 par value per share, and 6,477,845
of its Class B ordinary shares, $0.0001 par value per share, outstanding.

 DOCUMENTS
INCORPORATED BY REFERENCE

 None.

 Table
of Contents

 CAUTIONARY
 NOTE REGARDING FORWARD-LOOKING STATEMENTS

 ii

 SUMMARY
 OF RISK FACTORS

 iii

 PART
 I

 ITEM 1.
 BUSINESS.

 ITEM 1A.
 RISK FACTORS.

 ITEM 1B.
 UNRESOLVED STAFF COMMENTS.

 ITEM 1C: CYBERSECURITY

 ITEM 2.
 PROPERTIES.

 ITEM 3.
 LEGAL PROCEEDINGS.

 ITEM 4.
 MINE SAFETY DISCLOSURES.

 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 7A.
 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 ITEM 8.
 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 ITEM 9.
 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 ITEM 9A.
 CONTROLS AND PROCEDURES.

 ITEM 9B.
 OTHER INFORMATION.

 ITEM 9C.
 DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 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 ACCOUNTING FEES AND SERVICES.

 PART
 IV

 ITEM 15.
 EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 SIGNATURES

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This
report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, or the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, or the Exchange Act. Some of the statements in this report may constitute "forward-looking
statements" for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements
regarding our or our management team's expectations, hopes, beliefs, intentions or strategies regarding the future, including with
respect to our proposed business combination with RBio Energy Corporation ("RBio Energy"). In addition, any statements that
refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are
forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intend," "may," "might," "plan," "possible," "potential,"
"predict," "project," "should," "would" and similar expressions may identify forward-looking
statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this
report may include, for example, statements about:

 our
 ability to complete our initial business combination, including the proposed business combination
 with RBio Energy;

 our
 expectations around the performance of RBio Energy or any other prospective target business
 or businesses;

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

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

 our
 potential ability to obtain additional financing to complete our initial business combination;

 our
 pool of prospective target businesses if the proposed business combination with RBio Energy
 is not completed;

 the
 ability of our officers and directors to generate a number of potential business combination
 opportunities;

 our
 public securities' potential liquidity and trading;

 the
 use of proceeds not held in the Trust Account (as described 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; or

 the
 other risk and uncertainties discussed in "Item 1A. Risk Factors," elsewhere
 in this Annual Report and in our other filings with the SEC, including in our preliminary
 prospectus/proxy statement to be included in a Registration Statement on Form S-4 that we
 will file with the SEC relating to the proposed business combination with RBio Energy.

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

 ii

 SUMMARY
OF RISK FACTORS

 The
following is a summary of the principal risks described below in Part I, Item 1A "Risk Factors" in this Annual Report
on Form 10-K. We believe that the risks described in the "Risk Factors" section are material to investors, but other
factors not presently known to us or that we currently believe are immaterial may also adversely affect us. The following summary should
not be considered an exhaustive summary of the material risks facing us, and it should be read in conjunction with the "Risk Factors"
section and the other information contained in this Annual Report on Form 10-K.

 We
 are a blank check company with no operating history and no revenues, and you have no basis
 on which to evaluate our ability to achieve our business objective.

 we are required to seek shareholder approval of any initial business combination, our Sponsor and management team have agreed to vote in favor of such initial
 business combination, regardless of how our public shareholders vote.

 The
 ability of our public shareholders to 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.

 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.

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

 The
 requirement that we consummate an initial business combination by July 23, 2024 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 business combination deadline, which could undermine
 our ability to complete our initial business combination on terms that would produce value
 for our shareholders.

 Our
 search for a business combination, and any target business with which we ultimately consummate
 a business combination, may be materially adversely affected by the coronavirus (COVID-19)
 pandemic and other events, and the status of debt and equity markets.

 We
 may not be able to consummate an initial business combination by July 23, 2024, in which
 case we would cease all operations except for the purpose of winding up and we would redeem
 our public shares and liquidate.

 Our
 Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase
 public shares or public warrants, which may influence a vote on a proposed business combination
 and reduce the public "float" of our Class A ordinary shares or public warrants.

 If
 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.

 The
 nominal purchase price paid by our Sponsor for the Founder Shares may result in significant
 dilution to the implied value of your public shares upon the consummation of our initial

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

 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 Class A ordinary shares at such time is substantially less than $10.00 per share.

 iii

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

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

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

 If
 the net proceeds of the Initial Public Offering and Private Placement not being held in the
 Trust Account are insufficient to allow us to operate for at least until July 23, 2024,
 it could limit the amount available to fund our search for a target business or businesses
 and our ability to complete our initial business combination, and we will depend on loans
 from our Sponsor, its affiliates or members of our management team to fund our search and
 to complete our initial business combination.

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

 We
 may engage the underwriters from the Initial Public Offering or one of their affiliates to
 provide additional services to us, which may include acting as financial advisor in connection
 with an initial business combination or as placement agent in connection with a related financing
 transaction. Such underwriters are 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 such underwriters to have potential conflicts of interest in rendering
 any such additional services to us, including, for example, in connection with the sourcing
 and consummation of an initial business combination.

 If
 we conduct redemptions of our public shares in connection with our initial business combination
 pursuant to the proxy solicitation rules instead of 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.

 Nasdaq
 may delist our securities from trading on its exchange, which could limit investors'
 ability to make transactions in our securities and subject us to additional trading restrictions.

 Past
 performance by our management team or their respective affiliates may not be indicative of
 future performance of an investment in us or in the future performance of the business we
 may acquire.

 The
 other risks and uncertainties discussed in "Item 1A. Risk Factors" and elsewhere
 in this Annual Report on Form 10-K.

 For
risk factors related to RBio Energy and our proposed business combination, please review the Registration Statement on Form S-4 to be
filed by RBio Energy, including the preliminary proxy statement/prospectus of the Company to be included therein, and the definitive
proxy statement/prospectus to be filed by the Company.

 iv

 PART
I

 References
in this report to "we," "us," "PC3," or the "Company" refer to Perception Capital Corp.
III. References to our "management" or our "management team" refer to our officers and directors, and references
to the "Initial Sponsor" refer to PFTA I LP, an Ontario limited partnership. References to "New Sponsor" or "Sponsor"
refer to Perception Capital Partners IIIA LLC, a Delaware limited liability company. References to our "initial shareholders"
refer to the holders of our Founder Shares (as defined below).

 ITEM 1.
BUSINESS.

 Introduction

 We
are a blank check company incorporated in the Cayman Islands on March 17, 2021. Effective October 11, 2023, the Company changed its name
from "Portage Fintech Acquisition Corporation" in connection with a change in its primary sponsor, board of directors and
management, as discussed below. The Company was formed for the purpose of effectuating a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or other similar business combination with one or more businesses (the "Business Combination").
The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early
stage and emerging growth companies.

 As
of December 31, 2023, the Company had not yet commenced any operations. All activity for the period March 17, 2021 (inception) through
December 31, 2023, relates to the Company's formation, the initial public offering (the "Initial Public Offering"),
which is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination,
at the earliest. The Company generates non-operating income in the form of interest income from the securities held in the Trust Account.
The Company has selected December 31 as its fiscal year end.

 The
registration statement for the Initial Public Offering was declared effective by the Securities and Exchange Commission (the "SEC")
on July 20, 2021. On July 23, 2021, the Company consummated its Initial Public Offering of 24,000,000 units (the "Units"
and, with respect to the Class A ordinary shares included in the Units being offered, the "Public Shares"), at $10.00 per
Unit, generating gross proceeds of $240.0 million.

 The
Company incurred offering costs in the Initial Public Offering totaling $14,355,016, consisting of $4,800,000 of underwriting fees, $8,400,000
of deferred underwriting fees, and $1,155,016 of other offering cost. The Company granted the underwriters a 45-day option to purchase
up to an additional 3,600,000 Units at the Initial Public Offering price to cover over-allotments.

 Simultaneously
with the closing of the Initial Public Offering, the Company consummated the private placement ("Private Placement") of 6,333,334
warrants (each, a "Private Placement Warrant" and collectively, the "Private Placement Warrants"), at a price
of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of $9,500,000.

 Upon
the closing of the Initial Public Offering and the Private Placement, $240.0 million ($10.00 per Unit) of the net proceeds of the Initial
Public Offering and certain of the proceeds of the Private Placement were placed in a trust account ("Trust Account") with
Continental Stock Transfer & Trust Company acting as trustee and invested in United States "government securities" within
the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act") having
a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment
Company Act which invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i)
the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. Per the trust amendment agreement dated July 27, 2023, the company has the authority to retain funds in an interest-bearing bank demand
deposit account, where all trust funds were held as of December 31, 2023.

 On
August 3, 2021, the underwriters notified the Company of their intention to partially exercise the over-allotment option on August 5,
2021 (the "Over-Allotment"). As such, on August 5, 2021, the Company consummated the sale of an additional 1,911,379
Units, at $10.00 per Unit, and the sale of an additional 254,850 Private Placement Warrants, at $1.50 per Private Placement Warrant,
generating total gross proceeds of $19,113,790 and $382,275, respectively. The underwriters forfeited the balance of the over-allotment
option. A total of $19,113,790 of the net proceeds was deposited into the Trust Account, bringing the aggregate proceeds held in the
Trust Account to $259,113,790. The Company incurred additional offering costs of $1,051,258 in connection with the Over-Allotment (of
which $668,983 was for deferred underwriting fees).

 On
August 15, 2022, one of the underwriters, Goldman Sachs & Co. LLC ("Goldman Sachs"), waived all rights to the Deferred
Discount (as defined in the underwriting agreement, dated July 20, 2021, among the Company, Goldman Sachs and BTIG, LLC). The Deferred
Discount was for an amount of approximately $6.5 million and was owed upon consummation by the Company of an initial business combination.

 The
Company's management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering
and the sale of the Private Placement Warrants, although substantially all of the net proceeds, which are placed in the Trust Account,
are intended to be applied generally toward consummating a Business Combination. The Company's initial Business Combination must
be with one or more target businesses that together have a fair market value equal to at least 80% of the balance held in the Trust Account
(less any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time the Company signs
a definitive agreement in connection with the initial Business Combination. However, the Company will only complete a Business Combination
if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act.

 The
Company will provide its holders of the outstanding Public Shares (the "Public Shareholders") with the opportunity to redeem
all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting
called to approve the Business Combination pursuant to the proxy solicitation rules of the SEC or (ii) by means of a tender offer. In
connection with a proposed Business Combination, the Company will be required to seek shareholder approval of a Business Combination
at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against
a Business Combination. The Company will proceed with a Business Combination only if the Company has net tangible assets of at least
$5,000,001 either immediately prior to or upon such consummation of a Business Combination and a majority of the outstanding shares voted
are voted in favor of the Business Combination.

 Notwithstanding
the foregoing, the Company's amended and restated memorandum and articles of association (the "Articles") provide that,
a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert
or as a "group" (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act")), will be restricted from seeking redemption rights with respect to 15% or more of the Public Shares without the Company's
prior written consent.

 The
Public Shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially
$10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the
deferred underwriting commissions the Company will pay to the underwriters. There will be no redemption rights upon the completion of
a Business Combination with respect to the Company's warrants. These Public Shares are recorded at a redemption value and classified
as temporary equity upon the completion of the Initial Public Offering, in accordance with Accounting Standards Codification ("ASC")
Topic 480 "Distinguishing Liabilities from Equity."

 If
the Company is not required to conduct redemptions pursuant to the proxy solicitation rules as described above, the Company will, pursuant
to its Articles, offer such redemption pursuant to the tender offer rules of the SEC, and file tender offer documents containing substantially
the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination.

 Extension

 On
July 21, 2023, the Company held an extraordinary general meeting of shareholders at which the Company's shareholders approved two
proposals to amend the Articles. The first such amendment (the "Extension Amendment") extended the date by which the Company
must (1) consummate a Business Combination, (2) cease its operations except for the purpose of winding up if it fails to complete a Business
Combination, and (3) redeem all of its Public Shares from July 23, 2023 to July 23, 2024 or such earlier date as determined by our board
of directors (the "Board") to be in the best interests of the Company (the "Extension" and such date, the "Extended
Date"). The second such amendment (the "Redemption Limitation Amendment" eliminated from the Articles the limitation
that the Company shall not redeem Class A ordinary shares sold in the Initial Public Offering to the extent that such redemption would
cause the Company's net tangible assets to be less than $5,000,001.

 In
connection with the vote to approve the Extension Amendment, holders of an aggregate of 22,001,009 Class A ordinary shares exercised
their right to redeem their shares for cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount
of approximately $229.1 million, leaving approximately $40.7 million in the Trust Account and 3,910,370 Class A ordinary shares outstanding
after such redemption.

 Change
in Primary Sponsor, Board, and Management; Securities Purchase Agreement

 On
July 21, 2023, PFTA I LP, an Ontario limited partnership (the "Initial Sponsor") sold 4,215,230 Class B ordinary shares
and 4,392,123 Private Placement Warrants (defined below) to Perception Capital Partners IIIA LLC, a Delaware limited liability company
(the "New Sponsor" or the "Sponsor"), pursuant to a Securities Purchase Agreement dated July 12, 2023 (the
"Purchase Agreement").

 Effective
as of July 21, 2023, each of Adam Felesky, Ajay Chowdhery, Paul Desmarais III, Steven Jay Freiberg, Stuart Charles Harvey, Jr.,
G. Thompson Hutton, Seraina Macia and Jason Michael Pate resigned from the Company's board of directors in accordance with the
terms of the Purchase Agreement. Each of Scott Honour, Rick Gaenzle, R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis were appointed
to fill the vacancies left by the departing directors. Also on July 21, 2023, Rick Gaenzle replaced Adam Felesky as Chief Executive
Officer, Corey Campbell replaced Ajay Chowdhery as Chief Financial Officer, and Tao Tan and Jim Sheridan joined the Company as Co-Presidents.
On August 11, 2023, John Stanfield was appointed Chief Financial Officer of the Company and Corey Campbell ceased to serve in that
position effective as of Mr. Stanfield's appointment. On January 3, 2024, Mr. Sheridan resigned as Co-President of the Company.

 Non-Redemption
Agreements

 On
July 14, 2023, July 17, 2023, July 18, 2023 and July 19, 2023, the Company and the Initial Sponsor entered into non-redemption
agreements (each, a "Non-Redemption Agreement") with certain unaffiliated third parties in exchange for such holders agreeing
either not to request redemption in connection with the Extension or to reverse any previously submitted redemption demand in connection
with the Extension with respect to an aggregate of 2,166,667 Class A ordinary shares. In consideration of the Non-Redemption Agreements,
immediately prior to, and substantially concurrently with, the closing of an initial Business Combination, (i) the New Sponsor (or its
designees or transferees) has agreed to surrender and forfeit to the Company for no consideration an aggregate of approximately 0.6 million
Class B ordinary shares held by the New Sponsor (the "Forfeited Shares") and (ii) the Company shall issue to such holders
a number of Class A ordinary shares equal to those underlying the Forfeited Shares.

 Proposed
Business Combination

 Business
Combination Agreement

 On
February 6, 2024, we entered into a business combination agreement (the "Business Combination Agreement") with RBio Energy
Holdings Corp., a Delaware corporation ("NewPubco"), RBio Merger Sub, a Cayman Islands exempted company and a wholly owned
subsidiary of the NewPubco ("Merger Sub") and RBio Energy.

 Pursuant
to the Business Combination Agreement, among other things, (i) the holders (whether one or more) of the common stock of RBio Energy (the
"RBio Energy Stockholders") will exchange all of their shares of common stock of RBio Energy ("RBio Common Stock")
for shares of common stock of NewPubco (the "Share Exchange"), as a result of which RBio Energy will become a direct wholly
owned subsidiary of NewPubco, and (ii) Merger Sub will merge with and into PC3, with PC3 surviving such merger as a wholly-owned subsidiary
of NewPubco (the "Merger" and, together with the other transactions contemplated by the Business Combination Agreement, the
"Business Combination" and the closing of the Business Combination, the "Closing").

 The
Business Combination is expected to be consummated after receipt of the required approvals by the shareholders of PC3 and stockholders
of RBio Energy and the satisfaction or waiver of certain other customary conditions, as summarized below.

 Commercial/Supply
Agreement

 RBio Energy plans to negotiate and execute a commercial supply and/or fulfillment agreement with a supplier or other
vendor to produce the bioenergy, biofuels and biomaterials and, to the extent necessary and appropriate, lease, license or acquire certain
of such supplier's or other vendor's assets (the "C/S Agreement," together with any agreements, documents, certificates
or instruments relating thereto or executed or delivered in connection therewith, the "C/S Documents," and the transactions
contemplated by the C/S Documents, the "C/S Business Combinations"), all on the terms and conditions to be agreed by, and
subject to the approval of RBio Energy.

 Sponsor
Support Agreement

 Concurrently
with the execution of the Business Combination Agreement, the Sponsor, RBio Energy and the Company entered into the Sponsor Support Agreement,
pursuant to which, among other things, (i) the Sponsor will vote its shares in favor of the Business Combination Agreement and the Business
Combination, and any other proposal submitted for approval by our shareholders in connection with the Business Combination and against
any action, agreement, transaction or proposal that would result in a breach of any covenant, representation or warranty or any other
obligation or agreement of the Company under the Business Combination Agreement, (ii) the Sponsor will agree to not demand that we redeem
the Sponsor's Class B ordinary shares in connection with the Business Combination, and not to otherwise participate in any such
redemption by tendering or submitting any of such shares for redemption, (iii) the Sponsor will waive certain anti-dilution provisions
of its Class B ordinary shares set forth in the Articles, and any and all other anti-dilution rights, in connection with the Business
Combination with respect to each Class B ordinary share held by the Sponsor, and (iv) at the Closing and upon the written notice of RBio
Energy, the Sponsor will forfeit up to all of the Private Placement Warrants. Thereafter, in connection with any potential financing,
the Sponsor will cause the Company to issue new warrants exercisable at the same price per share for up to the number of ordinary shares
for which the Private Placement Warrants so forfeited were exercisable, to such persons as RBio Energy may direct in writing in its discretion
prior to the Closing.

 Nasdaq Delisting
Notice

 On February 6, 2024, we received a notice (the
"Notice") from the Listing Qualifications Department of Nasdaq stating that we had failed to hold an annual meeting of shareholders
within 12 months after our fiscal year end, as required by Nasdaq Listing Rule 5620(a) (the "Annual Shareholders Meeting
Rule") and therefore were not in compliance with the Annual Shareholders Meeting Rule. The Notice stated that we had 45 calendar
days, or until March 25, 2024, to submit a plan to regain compliance with the Annual Shareholders Meeting Rule. On March 19, 2024, we
submitted to Nasdaq a plan to regain compliance with the Annual Shareholders Meeting Rule within the required timeframe. On April 15, 2024, Nasdaq accepted our plan and granted us an extension until June 30, 2024 to regain compliance with the Annual Shareholders
Meeting Rule. We expect to hold an annual meeting of shareholders by such date and to regain compliance with the Annual Shareholders Meeting
Rule, but there can be no assurance that we will be able to do so.

 Effecting
Our Initial Business Combination

 General

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

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

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

 Sources
of Target Businesses

 While
we may have pursued an acquisition opportunity in any business, industry, sector or geographical location, we initially focused on
industries that complemented our team's background and capitalized on our ability to source and acquire a business in the
FinTech or financial services ecosystem, including key verticals such as Wealth and Asset Management, Consumer and SME Finance,
Insurance, Payments, Information Services and FinTech Infrastructure, that would benefit from our expertise in developing and
executing value creation plans in those areas, thereby positioning a target company for compounding growth over the long-term, but
we remained open to evaluating other potential targets. While our sourcing efforts were primarily concentrated in the United States,
we have also leveraged our extensive global network to expand our pool of opportunities in several other geographies including
Western Europe and Canada.

 So
long as our securities are then listed on Nasdaq, our initial business combination must occur with one or more target businesses that
together have an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting
commissions and taxes payable on the interest earned on the Trust Account) at the time of signing a definitive agreement in connection
with our initial business combination. If our board 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 an independent valuation or appraisal firm with
respect to the satisfaction of such criteria. While we consider it unlikely that our board will not be able to make an independent determination
of the fair market value of a target business or businesses, it may be unable to do so if the board is less familiar or experienced with
the target company's business, there is a significant amount of uncertainty as to the value of the company's assets or prospects,
including if such company is at an early stage of development, operations or growth, or if the anticipated transaction involves a complex
financial analysis or other specialized skills and the board determines that outside expertise would be helpful or necessary in conducting
such analysis. Since any opinion, if obtained, would merely state that the fair market value of the target business meets the 80% of
the fair market value test, unless such opinion includes material information regarding the valuation of a target business or the consideration
to be provided, it is not anticipated that copies of such opinion would be distributed to our shareholders. However, if required under
applicable law, any proxy statement that we deliver to shareholders and file with the SEC in connection with a proposed transaction will
include such opinion.

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

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

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

 We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our Sponsor, officers or directors.
In the event we seek to complete our initial business combination with a company that is affiliated with our Sponsor or any of our officers
or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm or another
independent entity that commonly renders valuation opinions that such initial business combination is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context.

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

 Each
of our officers and directors presently has, and any of them in the future may have, additional, fiduciary or contractual obligations
to other entities, including entities that are affiliates of our Sponsor, pursuant to which such officer or director is or will be required
to present a business combination opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business
combination opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he
or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to such entity, subject
to their fiduciary duties under Cayman Islands law. If these other entities decide to pursue any such opportunity, we may be precluded
from pursuing the same. We do not believe, however, that the fiduciary duties or contractual obligations of our officers or directors
will materially affect our ability to complete our business combination. Our Articles provide that, to the fullest extent permitted by
applicable law, we renounce any interest or expectancy in or in being offered an opportunity to participate in any business combination
opportunity: (i) which may be a corporate opportunity for both us and our Sponsor or its affiliates and any companies in which our Sponsor
or its affiliates have invested about which any of our officers or directors acquires knowledge; or (ii) the presentation of which would
breach an existing legal obligation of a director or officer to another entity, and we will waive any claim or cause of action we may
have in respect thereof. In addition our Articles contain provisions to exculpate and indemnify, to the maximum extent permitted by law,
such persons in respect of any liability, obligation or duty to the company that may arise as a consequence of such persons becoming
aware of any business opportunity or failing to present such business opportunity.

 In
addition, our Sponsor, officers and directors may participate in, and our officers and directors have already participated in, the formation
of other blank check companies prior to completion of our initial business combination, and our officers and directors may also become
an officer or director of that other blank check company. As a result, our Sponsor, officers or directors could have conflicts of interest
in determining whether to present business combination opportunities to us or to any other blank check company with which they may become
or are involved. Under our administrative services and reimbursement agreement, we are required to indemnify our Sponsor and its affiliates
for any claims made by the company or a third party and resulting liabilities in respect of any investment opportunities sourced by them
and any liability arising with respect to their activities in connection with our affairs. Such indemnity will provide that the indemnified
parties cannot access the funds held in our trust account. We do not currently expect that any such other blank check company would materially
affect our ability to complete our initial business combination. In addition, our Sponsor, officers and directors, are not required to
commit any specified amount of time to our affairs, and, accordingly, will have conflicts of interest in allocating management time among
various business activities, including identifying potential business combinations and monitoring the related due diligence.

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

 We
will provide our public shareholders with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion
of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account calculated as of two business days prior to the consummation of the initial business combination, including interest earned on
the funds held in the Trust Account and not previously released to us to pay our taxes, if any, divided by the number of then-outstanding
public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.00 per
public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred
underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder
must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business
combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder
has properly elected to redeem its shares, if a business combination does not close. Our Sponsor, each member of our management team
and our advisors have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect
to any Founder Shares and public shares held by them in connection with (i) the completion of our initial business combination and (ii)
a shareholder vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the
substance or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination within
24 months from the closing of the Initial Public Offering or (B) with respect to any other provision relating to the rights of holders
of our Class A ordinary shares or pre-initial business combination activity.

 Conduct
of Redemptions Pursuant to Tender Offer Rules

 In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days,
in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination
until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public shareholders not tendering
more than the number of public shares we are permitted to redeem. If public shareholders tender more shares than we have offered to purchase,
we will withdraw the tender offer and not complete such initial business combination. Upon the public announcement of our initial business
combination, if we elect to conduct redemptions pursuant to the tender offer rules, we and our Sponsor will terminate any plan established
in accordance with Rule 10b5-1 to purchase Class A ordinary shares in the open market, in order to comply with Rule 14e-5 under
the Exchange Act.

 Permitted
Purchases and Other Business Combinations with Respect to Our Securities

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

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

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

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

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

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

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

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

 Redemption
of Public Shares and Liquidation If No Initial Business Combination

 Our
amended and restated memorandum and articles of association provide that we will have until July 23, 2024, only 36 months from the closing
of the Initial Public Offering, to consummate an initial business combination. If we have not consummated an initial business combination
by July 23, 2024, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but
not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to
us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding
public shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to
receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to
the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and
(iii) to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There
will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete
our initial business combination within the 24-month time period. Our amended and restated memorandum and articles of association provide
that, if we wind up for any other reason prior to the consummation of our initial business combination, we will follow the foregoing
procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible but not more than ten business days
thereafter, subject to applicable Cayman Islands law.

 Competition

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

 Employees

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

 Available
Information

 We
are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required
to disclose certain material events (e.g., changes in corporate control, acquisitions or dispositions of a significant amount of assets
other than in the ordinary course of business and bankruptcy) in a Current Report on Form 8-K. The SEC maintains an Internet website
that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.
The SEC's Internet website is located at  In addition, the Company will provide copies of these documents without
charge upon request from us in writing at 3109 W. 50 th Street, #207, Minneapolis, MN 55410 or by telephone at (212) 380-5605.

 ITEM 1A.
RISK FACTORS.

 An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this Annual Report on Form 10-K, 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.

 For
risk factors related to RBio Energy and our proposed business combination, please review the Registration Statement on Form S-4 to be
filed by RBio Energy, including the preliminary proxy statement/prospectus of the Company to be included therein, and the definitive
proxy statement/prospectus to be filed by the Company.

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

 We
are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve
our business objective.

 We
are a blank check company incorporated under the laws of the Cayman Islands with no operating results. Because we lack an operating history,
you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial business combination.
We may be unable to complete our initial business combination, including the proposed business combination with RBio Energy. If we fail
to complete our initial business combination, we will never generate any operating revenues.

we are required to seek shareholder approval of any initial business combination, our initial shareholders, Sponsor and management team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.

 Our
initial shareholders and Sponsor collectively own, on an as-converted basis, 60.9% of our issued and outstanding ordinary
shares. Our initial shareholders and management team and our advisors also may from time to time purchase Class A ordinary shares
prior to our initial business combination. Under our Articles, we will complete our initial business combination only upon obtaining
shareholder approval of such business combination by an ordinary resolution under Cayman Islands law, unless a higher approval
threshold is required under Cayman Islands law. A quorum for such meeting will be present if the holders of a majority of issued and
outstanding shares entitled to vote at the meeting are represented in person or by proxy. Accordingly, the agreement by our Sponsor, the initial shareholders,
and each member of our management team to vote in favor of our initial business combination will increase the
likelihood that we will receive the requisite shareholder approval for such initial business combination.

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

 We
may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition that
we have a minimum net worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not
be able to meet such closing condition and, as a result, would not be able to proceed with the business combination. Furthermore, in
no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 upon consummation
of our initial business combination and payment of deferred underwriting commissions (so that we do not then become subject to the SEC's
"penny stock" rules). Consequently, if accepting all properly submitted redemption requests would cause our net tangible
assets to be less than $5,000,001 upon consummation of our initial business combination and payment of deferred underwriting commissions
or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the
related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these
risks and, thus, may be reluctant to enter into a business combination transaction with us.

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

 At
the time we enter into an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption
rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted
for redemption. If 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 large number of shares are submitted for redemption, we may need to restructure the transaction to reserve a greater portion
of the cash in the Trust Account or arrange for additional third party financing. Raising additional third party financing may involve
dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. Furthermore, this dilution would increase
to the extent that the anti-dilution provisions of the Class B ordinary shares result in the issuance of Class A ordinary shares on a
greater than one-to-one basis upon conversion of the Class B ordinary shares at the time of our initial business combination. The above
considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.
The amount of the deferred underwriting commissions payable to the underwriters will not be adjusted for any shares that are redeemed
in connection with an initial business combination. The per-share amount we will distribute to shareholders who properly exercise their
redemption rights will not be reduced by the deferred underwriting commission and after such redemptions, the amount held in trust will
continue to reflect our obligation to pay the entire deferred underwriting commissions.

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

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

 The
requirement that we consummate an initial business combination by July 23, 2024 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 business combination deadline, which could undermine our ability to complete our initial business
combination on terms that would produce value for our shareholders.

 Any
potential target business with which we enter into negotiations concerning a business combination will be aware that we must consummate
an initial business combination by July 23, 2024. 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
time frame described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination
on terms that we would have rejected upon a more comprehensive investigation.

 We may not be able to
consummate an initial business combination by July 23, 2024, in which case we would cease all operations except for the purpose of winding
up and we would redeem our public shares and liquidate.

 We may not be
able to find a suitable target business and consummate an initial business combination by July 23, 2024. Our ability to complete our initial
business combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other
risks described herein. For example, the outbreak of COVID-19 the recent invasion of Ukraine by Russia, Hamas' attack of Israel
and the ensuing war, the increased rate of inflation in the United States and other events (such as terrorist attacks, natural disasters
or a significant outbreak of other infectious diseases) may negatively impact businesses we may seek to acquire. If we have not consummated
an initial business combination within such applicable time period, we will: (i) cease all operations except for the purpose of winding
up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account and not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses)
divided by the number of the then-outstanding public shares, which redemption will completely extinguish public shareholders' rights
as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject
in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for claims of creditors and the requirements
of other applicable law. Our Articles provide that, if we wind up for any other reason prior to the consummation of our initial business
combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly as reasonably possible
but not more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders
may receive only $10.00 per public share, or less than $10.00 per public share, on the redemption of their shares, and our warrants will
expire worthless.

 Our
Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase public shares or public warrants, which may
influence a vote on a proposed business combination and reduce the public "float" of our Class A ordinary shares or public
warrants.

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

 In
the event that our Sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions
from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to
revoke their prior elections to redeem their shares. The purpose of any such transaction could be to (1) vote in favor of the business
combination and thereby increase the likelihood of obtaining shareholder approval of the business combination, (2) reduce the number
of public warrants outstanding or vote such warrants on any matters submitted to the warrant holders for approval in connection with
our initial business combination or (3) satisfy a closing condition in an agreement with a target that requires us to have a minimum
net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would
otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may
not otherwise have been possible. In addition, if such purchases are made, the public "float" of our Class A ordinary shares
or public warrants may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult
to maintain or obtain the quotation, listing or trading of our securities on a national securities exchange. Any such purchases will
be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchasers are subject to such reporting
requirements.

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

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

 The
nominal purchase price paid by our Initial Sponsor for the Founder Shares may result in significant dilution to the implied value of
your public shares upon the consummation of our initial business combination.

 We
offered our units at an offering price of $10.00 per unit, resulting in an initial value of $10.00 per public share. However, prior
to the Initial Public Offering, our Initial Sponsor paid a nominal aggregate purchase price of $25,000 for the Founder Shares, or
approximately $0.003 per share. As a result, the value of your public shares may be significantly diluted upon the consummation of
our initial business combination, when the Founder Shares are converted into public shares. For example, the following table shows
the dilutive effect of the Founder Shares on the implied value of the public shares upon the consummation of our initial business
combination assuming that our equity value at that time is $41,678,895, which is the amount we would have for our initial business
combination in the Trust Account as of December 31, 2023, assuming no additional interest is earned on the funds held in the Trust
Account and no public shares are redeemed in connection with our initial business combination, and without taking into account any
other potential impacts on our valuation at such time, such as the trading price of our public shares, the business combination
transaction costs (including payment of $9,068,983 of deferred underwriting commissions), any equity issued or cash paid to the
target's sellers or other third parties, or the target's business itself, including its assets, liabilities, management
and prospects, as well as the value of our public and private warrants. At such valuation, each of our ordinary shares would have an
implied value of $4.01 per share upon consummation of our initial business combination, which is a 59.9% decrease as compared to the
initial implied value per public share of $10.00.

 Public shares

 3,910,370

 Founder shares

 Total shares

 10,388,215

 Total funds in trust available for
 initial business combination as of December 31, 2023

 $
 41,678,895

 Initial implied value per public share

 $
 10.00

 Implied value per share upon consummation of initial business combination

 $
 4.01

 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 Class A ordinary shares at such time is substantially less than $10.00 per share.

 Upon the closing of the Initial
Public Offering, our Initial Sponsor invested in us an aggregate of $9,907,275, comprised of the $25,000 purchase price for the Founder
Shares and the $9,882,275 purchase price for the private placement warrants. Assuming a trading price of $10.00 per share upon consummation
of our initial business combination, the 6,477,845 Founder Shares would have an aggregate implied value of $64,778,450. Even if the trading
price of our ordinary shares were as low as $1.53 per share, and the private placement warrants are worthless, the value of the Founder
Shares would be equal to the Initial 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. Accordingly, our management
team, which owns 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.

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

 We may not have sufficient
liquidity to meet our anticipated obligations over the next year from the issuance of these financial statements. In connection with our
assessment of going concern considerations in accordance with ASC Topic 205-40 Presentation of Financial Statements—Going Concern,
we have until July 23, 2024, or such earlier date as determined by our board of directors to consummate a business combination. It is
uncertain that we will be able to consummate a business combination by this time. If a business combination is not consummated by this
date, there will be a mandatory liquidation and subsequent dissolution of the company. Management has determined that the liquidity condition
and mandatory liquidation, should a business combination not occur, and potential subsequent dissolution raises substantial doubt about
our ability to continue as a going concern.

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

 Our
public shareholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our completion of
an initial business combination, and then only in connection with those Class A ordinary shares that such shareholder properly elected
to redeem, subject to the limitations described herein, (ii) the redemption of any public shares properly tendered in connection with
a shareholder vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of
our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination by July 23, 2024
or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination
activity, and (iii) the redemption of our public shares if we have not consummated an initial business combination by July 23, 2024,
subject to applicable law and as further described herein. Public shareholders who redeem their Class A ordinary shares in connection
with a shareholder vote described in clause (ii) in the preceding sentence shall not be entitled to funds from the Trust Account upon
the subsequent completion of an initial business combination or liquidation if we have not consummated an initial business combination
by July 23, 2024, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a public shareholder
have any right or interest of any kind in the Trust Account. Holders of warrants will not have any right to the proceeds held in the
Trust Account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares or
warrants, potentially at a loss.

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

 Since
the net proceeds of the Initial Public Offering and the Private Placement are intended to be used to complete an initial business combination
with a target business that has not been selected, we may be deemed to be a "blank check" company under the United States
securities laws. However, because we have net tangible assets of at least $5,000,001 and have filed a Current Report on Form 8-K,
including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank
check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among
other things, this means that 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 were subject to Rule 419, that rule would prohibit the release of any
interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection
with our completion of an initial business combination.

 As
the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may
be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in
our inability to find a target or to consummate an initial business combination.

 In
recent years, the number of special purpose acquisition companies that have been formed has increased substantially. Many potential targets
for special purpose acquisition companies have already entered into an initial business combination, and there are still many special
purpose acquisition companies preparing for an initial public offering, as well as many such companies currently in registration. As
a result, at times, fewer attractive targets may be available to consummate an 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 targets
companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or industry
sector downturns, geopolitical tensions, or increases in the cost of additional capital needed to close business combinations or operate
targets post-business combination. This could increase the cost of, delay or otherwise complicate or frustrate our ability to find and
consummate an initial business combination, and may result in our inability to consummate an initial business combination on terms favorable
to our investors altogether.

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

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

 As
the number of special purpose acquisition companies evaluating targets increases, attractive targets may become scarcer and there may
be more competition for attractive targets. This could increase the cost of our initial business combination and could even result in
our inability to find a target or to consummate an initial business combination.

 In recent years,
the number of special purpose acquisition companies that have been formed increased substantially. Many potential targets for special
purpose acquisition companies have already entered into an initial business combination, and there are still other special purpose acquisition
companies preparing for an initial public offering, as well as other such companies currently in registration. As a result, at times,
fewer attractive targets may be available to consummate an 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 increased, which caused some targets companies to demand improved financial terms. Attractive
deals could also become scarcer for other reasons, such as economic or industry sector downturns, geopolitical tensions, or increases
in the cost of additional capital needed to close business combinations or operate targets post-business combination. This could increase
the cost of, delay or otherwise complicate or frustrate our ability to find and consummate an initial business combination, and may result
in our inability to consummate an initial business combination on terms favorable to our investors altogether.

 If
the net proceeds of the Initial Public Offering and Private Placement not being held in the Trust Account are insufficient to allow us
to operate for at least until July 23, 2024, it could limit the amount available to fund our search for a target business or businesses
and our ability to complete our initial business combination, and we will depend on loans from our Sponsor, its affiliates or members
of our management team to fund our search and to complete our initial business combination.

 The funds available
to us outside of the Trust Account to fund our working capital requirements may not be sufficient to allow us to operate until at least
July 23, 2024. We believe that the funds available to us outside of the Trust Account, together with funds available from loans from our
Sponsor, its affiliates or members of our management team will be sufficient to allow us to operate for at least until July 23, 2024;
however, we cannot assure you that our estimate is accurate, and our Sponsor, its affiliates or members of our management team are under
no obligation to advance funds to us in such circumstances. We could also use a portion of the funds as a down payment or to fund a "no-shop"
provision (a provision in letters of intent designed to keep target businesses from "shopping" around for transactions with
other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business combination,
although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity
from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might
not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

 If we are required
to seek additional capital, we would need to borrow funds from our Sponsor, its affiliates, members of our management team or other third
parties to operate or may be forced to liquidate. Neither our Sponsor, members of our management team nor their affiliates is under any
obligation to us in such circumstances. Any such advances may be repaid only from funds held outside the Trust Account or from funds released
to us upon completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business
combination entity at a price of $1.50 per warrant at the option of the lender. The warrants would be identical to the private placement
warrants. Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our Sponsor,
its affiliates or members of our management team as we do not believe third parties will be willing to loan such funds and provide a waiver
against any and all rights to seek access to funds in our Trust Account. If we have not consummated our initial business combination within
the required time period because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate
the Trust Account. Consequently, our public shareholders may only receive an estimated $10.00 per public share, or possibly less, on our
redemption of our public shares, and our warrants will expire worthless.

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

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

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

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

 Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant
whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would
agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition,
there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of,
any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption
of our public shares, if we have not consummated an initial business combination within 24 months from the closing of the Initial Public
Offering, or upon the exercise of a redemption right in connection with our initial business combination, we will be required to provide
for payment of claims of creditors that were not waived that may be brought against us within the ten years following redemption. Accordingly,
due to the claims of such creditors, the per-share redemption amount received by public shareholders could be less than the $10.00 per
public share initially held in the Trust Account. Pursuant to the letter agreement, 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 amounts in the Trust
Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of
the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets,
in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such liability will not apply to any
claims by a third party or prospective target business that executed a waiver of any and all rights to seek access to the Trust Account
nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,
our Sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have not asked our Sponsor
to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy
its indemnity obligations and we believe that our Sponsor's only assets are securities of our company. Therefore, we cannot assure
you that our Sponsor would be able to satisfy those obligations.

 As
a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination
and redemptions could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business
combination, and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our
officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective
target businesses.

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

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

 We
may not have sufficient funds to satisfy indemnification claims of our directors and executive officers, or of our Sponsor and its affiliates.

 We
have agreed to indemnify our officers and directors to the fullest extent permitted by law. Additionally, we have agreed under our administrative
services and reimbursement agreement to indemnify our Sponsor and its affiliates for any claims made by the company or a third party
and resulting liabilities in respect of any investment opportunities sourced by them and any liability arising with respect to their
activities in connection with our affairs. However, our officers and directors and our Sponsor and its affiliates have agreed to waive
any right, title, interest or claim of any kind in or to any monies in the Trust Account and to not seek recourse against the Trust Account
for any reason whatsoever (except to the extent they are entitled to funds from the Trust Account due to their ownership of public shares).
Accordingly, any indemnification provided will be able to be satisfied by us only if (i) we have sufficient funds outside of the Trust
Account or (ii) we consummate an initial business combination. Our obligation to indemnify our officers and directors and our Sponsor
and its affiliates may discourage shareholders from bringing a lawsuit against our officers or directors for breach of their fiduciary
duty, or against our Sponsor and its affiliates for activities in connection with our affairs. These provisions also may have the effect
of reducing the likelihood of derivative litigation against our officers and directors and our Sponsor and its affiliates, even though
such an action, if successful, might otherwise benefit us and our shareholders. Furthermore, a shareholder's investment may be
adversely affected to the extent we pay the costs of settlement and damage awards against our officers and directors pursuant to these
indemnification provisions.

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

 In
recent months, the market for directors and officers liability insurance for special purpose acquisition companies has changed 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 an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage
as a result of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable
terms or both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the
post-business combination's ability to attract and retain qualified officers and directors.

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

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

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

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

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

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

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

 restrictions
 on the nature of our investments; and

 restrictions
 on the issuance of securities,

 each
of which may make it difficult for us to complete our initial business combination.

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

 registration
 as an investment company;

 adoption
 of a specific form of corporate structure; and

 reporting,
 record keeping, voting, proxy and disclosure requirements and other rules and regulations
 that we are currently subject to.

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

 We do not believe
that our principal activities subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be
invested in United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act having
a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company
Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to
invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan
targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant
bank or private equity fund), we intend to avoid being deemed an "investment company" within the meaning of the Investment
Company Act. The Initial Public Offering is not intended for persons who are seeking a return on investments in government securities
or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of either: (i) the
completion of our initial business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder
vote to amend our amended and restated memorandum and articles of association (A) to modify the substance or timing of our obligation
to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination by July 23, 2024, or (B) with respect to
any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity; or
(iii) absent our completing an initial business combination by July 23, 2024, our return of the funds held in the Trust Account to our
public shareholders as part of our redemption of the public shares. If we do not invest the proceeds as discussed above, we may be deemed
to be subject to the Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional
regulatory burdens would require additional expenses for which we have not allotted funds. As a result, unless we are able to modify our
activities so that we would not be deemed an investment company, we would expect to abandon our efforts to complete a business combination
and instead to liquidate. If we are required to liquidate, our stockholders would not be able to realize the benefits of owning stock
in a successor operating business, including the potential appreciation in the value of our stock and warrants following such a transaction,
and our warrants would expire worthless.

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

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

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

 If
we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment
if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall
due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders.
Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad
faith, thereby exposing themselves and our company to claims, by paying public shareholders from the Trust Account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and
officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were
unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable for a fine
of approximately $18,000.00 and imprisonment for five years in the Cayman Islands.

 We
may not hold an annual general meeting until after the consummation of our initial business combination.

 In
accordance with the Nasdaq corporate governance requirements, we are not required to hold a general meeting until one year after our
first fiscal year end following our listing on Nasdaq. There is no requirement under the Companies Act for us to hold annual or extraordinary
general meetings to elect directors. Until we hold an annual general meeting, public shareholders may not be afforded the opportunity
to elect directors and to discuss company affairs with management. Our board of directors is divided into three classes with only one
class of directors being elected in each year and each class (except for those directors appointed prior to our first general meeting)
serving a three-year term.

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

 We
may pursue business combination opportunities in any industry, sector or geographic area, except that we will not, under our amended
and restated memorandum and articles of association, be permitted to effectuate our initial business combination solely with another
blank check company or similar company with nominal operations. Because we have not yet selected or approached any specific target business
with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business's
operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial business
combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example, if we combine
with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by the risks
inherent in the business and operations of a financially unstable or a development stage entity. Although our officers and directors
will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or
assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks
may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a
target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than
a direct investment, if such opportunity were available, in a business combination target. Accordingly, any holders who choose to retain
their securities following the business combination could suffer a reduction in the value of their securities. Such holders are unlikely
to have a remedy for such reduction in value.

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

 We
will consider a business combination outside of our management's area of expertise if a business combination target is presented
to us and we determine that such candidate offers an attractive acquisition opportunity for our company. Although our management will
endeavor to evaluate the risks inherent in any particular business combination target, we cannot assure you that we will adequately ascertain
or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to
be less favorable to investors than a direct investment, if an opportunity were available, in a business combination target. In the event
we elect to pursue an acquisition outside of the areas of our management's expertise, our management's expertise may not
be directly applicable to its evaluation or operation, and the information contained in this Annual Report on Form 10-K regarding
the areas of our management's expertise would not be relevant to an understanding of the business that we elect to acquire. As
a result, our management may not be able to adequately ascertain or assess all of the significant risk factors. Accordingly, any holders
who choose to retain their securities following our initial business combination could suffer a reduction in the value of their securities.
Such holders are unlikely to have a remedy for such reduction in value.

 Although we may pursue
an acquisition opportunity in any industry, we initially focused on acquiring a business in the FinTech or financial services industries,
which may be challenged by various factors.

 Although we
may pursue an acquisition opportunity in any industry, we initially focused on acquiring a business in the FinTech or financial services
industries, but we remained open to evaluating other potential targets. These industries may be challenged by various factors, including
rapid change, evidenced by quickly changing market conditions and/or participants, new competing products and/or services, short product
life cycles and improvements in existing products. The ability of any business combination target to succeed will be dependent upon its
ability to constantly evolve its business to ensure that its products keep pace with changing technologies and markets. In addition, any
such target may be more susceptible to macroeconomic effects and industry downturns. If our business combination target is unable to adequately
address the risks posed by the industry in which it operates, such target's profitability and results of operation following the
business combination could be negatively impacted.

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

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

 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.

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

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

 We
may engage the underwriters from the Initial Public Offering or one of their affiliates to provide additional services to us, which may
include acting as financial advisor in connection with an initial business combination or as placement agent in connection with a related
financing transaction. Such underwriters are 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 such underwriters to have potential conflicts of
interest in rendering any such additional services to us, including, for example, in connection with the sourcing and consummation of
an initial business combination.

 We
may engage the underwriters from the Initial Public Offering or one of their affiliates to provide additional services to us, 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 such underwriters or their affiliates fair and reasonable fees or other compensation that would
be determined at that time in an arm's length negotiation. The underwriters from the Initial Public Offering are also entitled
to receive deferred commissions that are conditioned on the completion of an initial business combination. The fact that such underwriters
or their 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.

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

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

 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 consummated our initial business combination within the required time period,
our public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation
of our Trust Account and our warrants will expire worthless.

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

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

 Section 404
of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on
Form 10-K for the year ending December 31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated
filer and no longer qualify as an emerging growth company, will we 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.

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

 Our
amended and restated memorandum and articles of association do not provide a specified maximum redemption threshold, except that in no
event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do
not then become subject to the SEC's "penny stock" rules). 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 have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or their
affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are validly
submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination
exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A
ordinary shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business
combination.

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

 In
order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their charters
and governing instruments, including their warrant agreements. For example, blank check companies have amended the definition of business
combination, increased redemption thresholds, extended the time to consummate an initial business combination and, with respect to their
warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended
and restated memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman
Islands law, and amending our warrant agreement will require a vote of holders of at least 65% of the public warrants and, solely with
respect to any amendment to the terms of the private placement warrants or any provision of the warrant agreement with respect to the
private placement warrants, 65% of the number of the then outstanding private placement warrants. In addition, our amended and restated
memorandum and articles of association requires us to provide our public shareholders with the opportunity to redeem their public shares
for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance
or timing of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with
our initial business combination or to redeem 100% of our public shares if we do not complete an initial business combination by July 23,
2024 or (B) with respect to any other provisions relating to the rights of holders of our Class A ordinary shares or pre-initial business
combination activity. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities
offered through this registration statement, we would register, or seek an exemption from registration for, the affected securities.

 Other
than amendments relating to the appointment or removal of directors prior to our initial business combination (which require the approval
by special resolution including the affirmative vote of a simple majority of our Class B ordinary shares), the provisions of our amended
and restated memorandum and articles of association that relate to our pre-initial business combination activity (and corresponding provisions
of the agreement governing the release of funds from our Trust Account) may be amended with the approval of a special resolution, which
is a lower amendment threshold than that of some other special purpose acquisition companies. It may be easier for us, therefore, to
amend our amended and restated memorandum and articles of association to facilitate the completion of an initial business combination
that some of our shareholders may not support.

 Some
other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those
which relate to the rights of a company's shareholders and pre-initial business combination activity, without approval by a certain
percentage of the company's shareholders. In those companies, amendment of these provisions typically requires approval by between
90% and 100% of the company's shareholders. Our amended and restated memorandum and articles of association provide that any of
its provisions related to pre-initial business combination activity (including the requirement to deposit proceeds of the Initial Public
Offering and Private Placement into the Trust Account and not release such amounts except in specified circumstances, and to provide
redemption rights to public shareholders as described herein) may be amended if approved by special resolution, and corresponding provisions
of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of at least 65% of
our ordinary shares; provided that the provisions of our amended and restated memorandum and articles of association governing
the appointment or removal of directors prior to our initial business combination may only be amended by a special resolution, which
shall include the affirmative vote of a simple majority of our Class B ordinary shares. Our initial shareholders and their permitted
transferees, if any, who collectively beneficially own, on an as-converted basis, 20% of our ordinary shares, will participate in any
vote to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to
vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles
of association which govern our pre-business combination behavior more easily than some other special purpose acquisition companies,
and this may increase our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies
against us for any breach of our amended and restated memorandum and articles of association.

 Our
Sponsor, each member of our management team and our advisors have agreed, pursuant to agreements with us, that they will not propose
any amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or timing of our
obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our initial business
combination or to redeem 100% of our public shares if we do not complete our initial business combination by July 23, 2024 or (B)
with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination
activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval of any
such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any, divided by the number of the
then-outstanding public shares. Our shareholders are not parties to, or third-party beneficiaries of, these agreements and, as a result,
will not have the ability to pursue remedies against our Sponsor, any member of our management team or any of our advisors for any breach
of these agreements. As a result, in the event of a breach, our shareholders would need to pursue a shareholder derivative action, subject
to applicable law.

 We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth of a target
business, which could compel us to restructure or abandon a particular business combination. If we have not consummated our initial business
combination within the required time period, our public shareholders may receive only approximately $10.00 per public share, or less
in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

we believe that the net proceeds of the Initial Public Offering and the Private Placement will be sufficient to allow us to complete
our initial business combination, because we have not yet selected any prospective target business we cannot ascertain the capital requirements
for any particular transaction. If the net proceeds of the Initial Public Offering and the Private Placement 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 initial business combination. We cannot assure you that such
financing will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies to obtain
acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial business
combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an
alternative target business candidate. If we have not consummated our initial business combination within the required time period, our
public shareholders may receive only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of the
Trust Account and our warrants will expire worthless. In addition, even if we do not need additional financing to complete our initial
business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional
financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors
or shareholders is required to provide any financing to us in connection with or after our initial business combination.

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

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

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

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

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

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

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

 We
may 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 have no commitments as of the date of this Annual Report on Form 10-K to issue any notes or other debt securities, or to otherwise
incur outstanding debt following the Initial Public Offering, we may choose to incur substantial debt to complete our initial business
combination. We and our officers have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver
of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect
the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative
effects, including:

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

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

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

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

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

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

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

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

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

 We
may only be able to complete one business combination with the proceeds of the Initial Public Offering and the Private Placement, 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 economic, competitive and regulatory developments. Further, we would not be able to diversify our operations
or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete
several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success
may be:

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

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

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

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

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

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

 In
pursuing our 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.

 The
current economic downturn may lead to increased difficulty in completing our initial business combination.

 Our
ability to consummate our initial business combination may depend, in part, on worldwide economic conditions. In recent months, we have
observed increased economic uncertainty in the United States and abroad. Impacts of such economic weakness include:

 falling
 overall demand for goods and services, leading to reduced profitability;

 reduced
 credit availability;

 higher
 borrowing costs;

 reduced
 liquidity;

 volatility
 in credit, equity and foreign exchange markets; and

 bankruptcies.

 These
developments have led to inflation, higher interest rates, and uncertainty about business continuity, which may adversely affect the
business of our potential target businesses and create difficulties in obtaining debt or equity financing for our initial business combination,
as well as leading to an increase in the number of public stockholders exercising redemption rights in connection therewith.

 Risks
Relating to Our Securities

 The
securities in which we invest the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value
of the assets held in Trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.

 The
proceeds held in the trust Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less
or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct
U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate of interest,
they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero
in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt
similar policies in the United States. In the event that we are unable to complete our initial business combination or make certain amendments
to our amended and restated memorandum and articles of association, our public shareholders are entitled to receive their pro-rata share
of the proceeds held in the trust Account, plus any interest income, net of taxes paid or payable (less, in the case we are unable to
complete our initial business combination, $100,000 of interest). Negative interest rates could reduce the value of the assets held in
trust such that the per-share redemption amount received by public shareholders may be less than $10.00 per share.

 If
we conduct redemptions of our public shares in connection with our initial business combination pursuant to the proxy solicitation rules
instead of 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 conduct redemptions of our public shares in connection with our initial business combination pursuant to the proxy solicitation rules
instead of pursuant to the tender offer rules, our amended and restated memorandum and articles of association provides that a public
shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as
a "group" (as defined under Section 13 of the Exchange Act), will be restricted from 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.

 Nasdaq
may delist our securities from trading on its exchange, which could limit investors' ability to make transactions in our securities
and subject us to additional trading restrictions.

 Our securities are listed
on the Nasdaq. On February 6, 2024, we received the Notice from the Listing Qualifications Department of Nasdaq stating that we are not
in compliance with the Annual Shareholders Meeting Rule. The Notice stated that we had 45 calendar days, or until March 25, 2024, to submit
a plan to regain compliance with the Annual Shareholders Meeting Rule. On March 19, 2024, we submitted to Nasdaq a plan to regain compliance
with the Annual Shareholders Meeting Rule within the required timeframe. On April 15, 2024, Nasdaq accepted our plan and granted us an extension until June 30, 2024 to regain compliance with the Annual Shareholders
Meeting Rule. We expect to hold an annual meeting of shareholders by such date to regain
compliance with the Annual Shareholders Meeting Rule, but there can be no assurance that we will be able to do so.

 We
cannot assure you hat we will be able to regain compliance with the Annual Shareholders Meeting Rule or that our securities will
continue to be listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our
securities on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and share price
levels. Generally, following our Initial Public Offering, we must maintain a minimum market capitalization (generally $50,000,000)
and a minimum number of holders of our securities (generally 300 public holders).

 Additionally,
our units will not be traded after completion of our initial business combination and, in connection with our initial business combination,
we will be required to demonstrate compliance with the Nasdaq initial listing requirements, which are more rigorous than the Nasdaq continued
listing requirements, in order to continue to maintain the listing of our securities on Nasdaq.

 For instance,
in order for our shares to be listed upon the consummation of our business combination, at such time our share price would generally be
required to be at least $4.00 per share, our total market capitalization would be required to be at least $50.0 million, the aggregate
market value of publicly held shares would be required to be at least $15.0 million and we would be required to have at least 300 round
lot shareholders. We cannot assure you that we will be able to meet those listing requirements at that time. On February 6, 2024, we received
a written notice from Nasdaq indicating that we had not yet held an annual meeting of shareholders within twelve months after our fiscal
year end, and we therefore no longer comply with Nasdaq Listing Rule 5620(a). As a result, we may be subject to delisting if we fail to
regain compliance with such Nasdaq listing rule.

 If
Nasdaq delists any of our securities from trading on its exchange and we are not able to list our securities on another national securities
exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material
adverse consequences, including:

 a
 limited availability of market quotations for our securities;

 reduced
 liquidity for our securities;

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

 a
 limited amount of news and analyst coverage; and

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

 The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the
sale of certain securities, which are referred to as "covered securities." Because our units, Class A ordinary shares and
warrants are listed on Nasdaq, our units, Class A ordinary shares and warrants qualify as covered securities under the statute. Although
the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies
if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of
covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale
of securities issued by blank check companies, other than the State of Idaho, certain state securities regulators view blank check companies
unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in
their states. Further, if we were no longer listed on Nasdaq, our securities would not qualify as covered securities under the statute
and we would be subject to regulation in each state in which we offer our securities.

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

 Our amended and restated memorandum
and articles of association authorizes the issuance of up to 300,000,000 Class A ordinary shares, par value $0.0001 per share, 30,000,000
Class B ordinary shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. As of April 16, 2024,
there were 296,089,630 and 23,522,155 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available
for issuance which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants or shares issuable
upon conversion of the Class B ordinary shares. The Class B ordinary shares are automatically convertible into Class A ordinary shares
at the time of our initial business combination herein and in our amended and restated memorandum and articles of association. Immediately
after the Initial Public Offering, there were no preference shares issued and outstanding.

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

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

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

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

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

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

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

 Unlike
some other similarly structured blank check companies, our Sponsor will receive additional Class A ordinary shares if we issue shares
to consummate an initial business combination.

 The
Founder Shares will automatically convert into our Class A ordinary shares at the time of our initial business combination at a ratio
such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted
basis, 20% of the sum of (i) the total number of ordinary shares issued and outstanding upon completion of the Initial Public Offering,
plus (ii) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked
securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial business
combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares
issued, deemed issued, or to be issued, to any seller in the initial business combination and any private placement warrants issued to
our Sponsor, any of its affiliates or any members of our management team upon conversion of working capital loans. In no event will the
Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one. This is different than some other similarly
structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares
to be outstanding prior to the initial business combination.

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

 We
registered the Class A ordinary shares underlying the warrants issued as part of the units in the Initial Public Offering. In addition,
under the terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days after
the closing of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a post-effective
amendment to the registration statement for the Initial Public Offering or a new registration statement covering the issuance of the
Class A ordinary shares issuable upon exercise of the warrants, 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. Exercising the warrants on a cashless basis could have the effect of reducing the potential "upside" of
the holder's investment in our Company because the warrant holder will hold a smaller number of Class A ordinary shares upon a
cashless exercise of the warrants they hold. In no event will we be required to net cash settle any warrant, or issue securities or other
compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants under
applicable state securities laws and no exemption is available. If the issuance of the shares upon exercise of the warrants is not so
registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such
warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase
of units will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance
where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding
exemption does not exist for holders of the public warrants included as part of units sold in the Initial Public Offering. In such an
instance, our Sponsor and its permitted transferees (which may include our directors and executive officers) would be able to exercise
their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would not be able to exercise
their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may exercise our redemption
right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable state securities
laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise their warrants.

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

 Our
warrants 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 the terms of the warrants may be amended without the consent of any holder for the
purpose of (i) curing any ambiguity or correcting any mistake or defective provision, (ii) amending the provisions relating to cash dividends
on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii) adding or changing any provisions with respect
to matters or questions arising under the warrant agreement as the parties to the warrant agreement may deem necessary or desirable and
that the parties deem to not adversely affect the rights of the registered holders of the warrants, but requires the approval by the
holders of at least 65% of the then-outstanding public warrants to make any change that adversely affects the interests of the registered
holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of
at least 65% of the then-outstanding public warrants approve of such amendment and, solely with respect to any amendment to the terms
of the private placement warrants or any provision of the warrant agreement with respect to the private placement warrants, 65% of the
number of the then outstanding private placement warrants. Although our ability to amend the terms of the public warrants with the consent
of at least 65% of the then-outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other
things, increase the exercise price of the warrants, convert the warrants into cash, shorten the exercise period or decrease the number
of Class A ordinary shares purchasable upon exercise of a warrant.

 Our
warrants are accounted for as a warrant liability and are recorded at fair value upon issuance with changes in fair value each period
reported in earnings, which may have an adverse effect on the market price of our Class A ordinary shares or may make it more difficult
for us to consummate an initial business combination.

 Following
the consummation of the Initial Public Offering and the Private Placement, we issued an aggregate of 15,225,310 warrants in connection
with the Initial Public Offering (comprised of the 8,637,126 warrants included in the units and the 6,588,184 private placement warrants).
We account for these as a warrant liability and record at fair value upon issuance with any changes in fair value each period reported
in earnings as determined by us based upon a valuation report obtained from an independent third party valuation firm. The impact of
changes in fair value on earnings may have an adverse effect on the market price of our Class A ordinary shares. In addition, potential
targets may seek a SPAC that does not have warrants that are accounted for as a warrant liability, which may make it more difficult for
us to consummate an initial business combination with a target business.

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

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

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

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

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

 We
have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at
a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share (as adjusted
for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days within a 30
trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain other conditions
are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or
qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the warrants as set
forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants could force you
to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell
your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption
price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the market value
of your warrants.

 In
addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their
expiration, at a price of $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption provided that the closing
price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable
upon exercise or the exercise price of a warrant as described under the heading "Description of Securities-Warrants-Public Shareholders'
Warrants-Anti-Dilution Adjustments") for any 20 trading days within a 30 trading-day period ending on the third trading day prior
to proper notice of such redemption and provided that certain other conditions are met, including that 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.

 None
of the private placement warrants will be redeemable by us as so long as they are held by our Sponsor or its permitted transferees.

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

 We
issued warrants to purchase 8,637,126 of our Class A ordinary shares as part of the units sold in the Initial Public Offering and, simultaneously
with the closing of the Initial Public Offering, we issued in a private placement an aggregate of 6,588,184 warrants, at $1.50 per warrant.
In addition, if the Sponsor, its affiliates or a member of our management team makes any working capital loans, it may convert those
loans into up to an additional 1,000,000 private placement warrants, at the price of $1.50 per warrant. We may also issue Class A ordinary
shares in connection with our redemption of our warrants.

 To
the extent we issue ordinary shares for any reason, including to effectuate a business combination, the potential for the issuance of
a substantial number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition
vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding Class A ordinary shares
and reduce the value of the Class A ordinary shares issued to complete the business transaction. Therefore, our warrants may make it
more difficult to effectuate a business transaction or increase the cost of acquiring the target business.

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

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

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

 If
(i) we issue additional Class A ordinary shares or equity-linked securities for capital raising purposes in connection with the closing
of our initial business combination at a Newly Issued Price of less than $9.20 per Class A ordinary share, (ii) the aggregate gross proceeds
from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of our initial
business combination on the date of the consummation of our initial business combination (net of redemptions), and (iii) the Market Value
of our Class A ordinary shares is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent)
to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will
be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 per
share redemption trigger price 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.

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

 Our
amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that
shareholders may consider to be in their best interests. These provisions include a staggered board of directors, the ability of the
board of directors to designate the terms of and issue new series of preference shares, and the fact that prior to the completion of
our initial business combination only holders of our Class B ordinary shares, which are held by our initial shareholders (including our
Sponsor), are entitled to vote on the appointment and removal of directors, which may make more difficult the removal of management and
may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

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

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

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

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

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

 Our
amended and restated memorandum and articles of association provides that, except with respect to U.S. Actions (as defined below), the
courts of the Cayman Islands will be the exclusive forum for certain disputes between us and our shareholders, which could limit our
shareholders' ability to obtain a favorable judicial forum for complaints against us or our directors, officers or employees.

 Our
amended and restated memorandum and articles of association provides that, unless we consent in writing to the selection of an alternative
forum (a) the federal courts of the United States will have exclusive jurisdiction to hear, settle and/or determine any dispute, controversy
or claim arising under the provisions of the Securities Act or the Exchange Act ("U.S. Actions") and (b) except for such
U.S. Actions, the courts of the Cayman Islands shall have jurisdiction over any claim or dispute arising out of or in connection with
the amended and restated memorandum and articles of association or otherwise related in any way to each shareholder's shareholding
in the company, including but not limited to (i) any derivative action or proceeding brought on behalf of the company; (ii) any action
asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the company to the company or the
company's shareholders; (iii) any action asserting a claim arising pursuant to any provision of the Companies Act of the Cayman
Islands or the amended and restated memorandum and articles of association; or (iv) any action asserting a claim against the company
concerning its internal affairs.

 This
choice of forum provision may increase a shareholder's cost and limit the shareholder's ability to bring a claim in a judicial
forum that it finds favorable for U.S. Actions or disputes with us or our directors, officers or other employees, which may discourage
lawsuits against us and our directors, officers and other employees. Any person or entity purchasing or otherwise acquiring any of our
shares or other securities, whether by transfer, sale, operation of law or otherwise, shall be deemed to have notice of and have irrevocably
agreed and consented to these provisions. There is uncertainty as to whether a court would enforce such provisions, and the enforceability
of similar choice of forum provisions in other companies' charter documents has been challenged in legal proceedings. It is possible
that a court could find this type of provisions to be inapplicable or unenforceable, and if a court were to find this provision in our
amended and restated memorandum and articles of association to be inapplicable or unenforceable in an action, we may incur additional
costs associated with resolving the dispute in other jurisdictions, which could have adverse effect on our business and financial performance.

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

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

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

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

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

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

 If
we have not consummated an initial business combination by July 23, 2024, our public shareholders may be forced to wait beyond such
24 months before redemption from our Trust Account.

 If
we have not consummated an initial business combination by July 23, 2024, the proceeds then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account and not previously released to us to pay our taxes, if any (less up to $100,000
of interest to pay dissolution expenses), will be used to fund the redemption of our public shares. Any redemption of public shareholders
from the Trust Account will be effected automatically by function of our amended and restated memorandum and articles of association
prior to any voluntary winding up. If we are required to wind up, liquidate the Trust Account and distribute such amount therein, pro
rata, to our public shareholders, as part of any liquidation process, such winding up, liquidation and distribution must comply with
the applicable provisions of the Companies Act. In that case, investors may be forced to wait beyond 24 months from the closing of the
Initial Public Offering before the redemption proceeds of our Trust Account become available to them, and they receive the return of
their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of
our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions of our
amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their Class
A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not complete
our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles of association.
Our amended and restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation
of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as
promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

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

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

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

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

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

 Pursuant
to an agreement entered in connection with the closing of the Initial Public Offering, our Sponsor and its permitted transferees can
demand that we register the resale of the Class A ordinary shares into which Founder Shares are convertible, the private placement warrants
and the Class A ordinary shares issuable upon exercise of the private placement warrants, and warrants that may be issued upon conversion
of working capital loans and the Class A ordinary shares issuable upon conversion of such warrants. 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 securities that is expected when the securities owned by our Sponsor or its permitted transferees are registered for resale.

 Risks
Relating to our Sponsor and Management Team

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

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

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

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

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

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

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

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

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

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

 In
addition, our Sponsor, officers and directors may in the future become affiliated with other blank check companies that may have acquisition
objectives that are similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular business
opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to
such other blank check companies, prior to its presentation to us, subject to our officers' and directors' fiduciary duties
under Cayman Islands law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted
by applicable law, we renounce any interest or expectancy in or in being offered an opportunity to participate in any business combination
opportunity: (i) which may be a corporate opportunity for both us and our Sponsor or its affiliates and any companies in which our Sponsor
or its affiliates have invested about which any of our officers or directors acquires knowledge; or (ii) the presentation of which would
breach an existing legal obligation of a director or officer to another entity, and we will waive any claim or cause of action we may
have in respect thereof. In addition our amended and restated memorandum and articles of association contain provisions to exculpate
and indemnify, to the maximum extent permitted by law, such persons in respect of any liability, obligation or duty to the Company that
may arise as a consequence of such persons becoming aware of any business opportunity or failing to present such business opportunity.

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

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

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

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

 In
light of the involvement of our Sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses
affiliated with our Sponsor, executive officers, directors or initial shareholders. Our directors also serve as officers and board members
for other entities. Our Sponsor, officers and directors may sponsor, form or participate in other blank check companies similar to ours
during the period in which we are seeking an initial business combination. Such entities may compete with us for business combination
opportunities. Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our initial
business combination with any entities with which they are affiliated, and there have been no substantive discussions concerning a business
combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any
affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria and guidelines
for a business combination and such transaction was approved by a majority of our independent and disinterested directors. Despite our
agreement to obtain an opinion from an independent investment banking firm that is a member of FINRA or an independent accounting firm
regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international
businesses affiliated with our Sponsor, executive officers, directors or initial shareholders, potential conflicts of interest still
may exist and, as a result, the terms of the business combination may not be as advantageous to our public shareholders as they would
be absent any conflicts of interest.

 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.

 Since our Initial Sponsor,
New Sponsor, executive officers and directors will lose their entire investment in us if our initial business combination is not completed
(other than with respect to public shares they may acquire), a conflict of interest may arise in determining whether a particular business
combination target is appropriate for our initial business combination.

 On March 22,
2021, the Initial Sponsor paid $25,000, or approximately $0.003 per share, to cover certain of our offering and formation costs in consideration
of 7,187,500 Class B ordinary shares, par value $0.0001 per share. In April 2021, the Initial Sponsor transferred 25,000 Founder Shares
to each of our independent directors and 10,000 Founder Shares to each of our advisors. On June 15, 2021, the Initial Sponsor surrendered
an aggregate of 1,437,500 shares to us for no consideration. On July 20, 2021, the Initial Sponsor received an additional 1,150,000 Founder
Shares resulting in an aggregate of 6,900,000 Founder Shares issued and outstanding. On July 21, 2023, the Initial Sponsor sold 4,215,230
Class B ordinary shares and 4,392,123 Private Placement Warrants to the New Sponsor, pursuant to the Purchase Agreement. Prior to the
initial investment in the Company of $25,000 by the Initial Sponsor, the company had no assets, tangible or intangible. The per share
price of the Founder Shares was determined by dividing the amount contributed to the company by the number of Founder Shares issued. The
number of Founder Shares outstanding was determined based on the total size of the Initial Public Offering of 25,911,379 units, and that
such Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. The Founder Shares will be worthless
if we do not complete an initial business combination. In addition, the Initial Sponsor has, pursuant to a written agreement, purchased
an aggregate of 6,588,184 warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment,
at a price of $1.50 per warrant ($9,882,275 in the aggregate), in a private placement that closed simultaneously with the closing of the
Initial Public Offering. If we do not consummate an initial business combination by July 23, 2024, the warrants will expire worthless.
The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting
a target business combination, completing an initial business combination and influencing the operation of the business following the
initial business combination. This risk may become more acute as the 36-month anniversary of the closing of the Initial Public Offering
nears, which is the deadline for our consummation of an initial business combination.

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

 As of April 16, 2024, our initial
shareholders (including the Initial Sponsor and the Sponsor) collectively own, on an as-converted basis, 60.9% of our issued and outstanding
ordinary shares. Accordingly, our initial shareholders and Sponsor may exert a substantial influence on actions requiring a shareholder
vote, potentially in a manner that you do not support, including amendments to our amended and restated memorandum and articles of association
and approval of significant corporate transactions, including our initial business combination. If our Sponsor, management team and initial
shareholders purchase any additional Class A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase
their control. Neither our Sponsor nor the initial shareholders nor, to our knowledge, any of our officers or directors, have any current
intention to purchase additional securities, other than as previously disclosed. Factors that would be considered in making such additional
purchases would include consideration of the current trading price of our Class A ordinary shares. In addition, our board of directors,
whose members were elected by our Sponsor, are divided into three classes, each of which will generally serve for a term of three years
with only one class of directors being elected in each year. We may not hold a general meeting to elect new directors prior to the completion
of our initial business combination, in which case all of the current directors will continue in office until at least the completion
of the business combination. If there is an annual meeting, as a consequence of our "staggered" board of directors, only a
minority of the board of directors will be considered for appointment and our Sponsor, because of its ownership position, will control
the outcome, as only holders of our Class B ordinary shares will have the right to vote on the appointment of directors and to remove
directors prior to our initial business combination. Accordingly, our Sponsor will continue to exert control at least until the completion
of our initial business combination.

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

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

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

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

 The
unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.

 Risks
Associated with Acquiring and Operating a Business in Foreign Countries

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

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

 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 any of the following:

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

 rules
 and regulations regarding currency redemption;

 complex
 corporate withholding taxes on individuals;

 laws
 governing the manner in which future business combinations may be effected;

 exchange
 listing and/or delisting requirements;

 tariffs
 and trade barriers;

 regulations
 related to customs and import/export matters;

 local
 or regional economic policies and market conditions;

 unexpected
 changes in regulatory requirements;

 longer
 payment cycles;

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

 currency
 fluctuations and exchange controls;

 rates
 of inflation;

 challenges
 in collecting accounts receivable;

 cultural
 and language differences;

 employment
 regulations;

 underdeveloped
 or unpredictable legal or regulatory systems;

 corruption;

 protection
 of intellectual property;

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

 regime
 changes and political upheaval;

 terrorist
 attacks, natural disasters and wars; and

 deterioration
 of political relations with the United States.

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

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

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

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

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

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

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

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

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

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

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

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

 General
Risk Factors

 Past
performance by our management team or their respective affiliates may not be indicative of future performance of an investment in us
or in the future performance of the business we may acquire.

 Information
regarding performance is presented for informational purposes only. Any past experience or performance of our management team and their
respective affiliates is not a guarantee of either (i) our ability to successfully identify and execute a transaction or (ii) success
with respect to any business combination that we may consummate. You should not rely on the historical record of our management team
or their respective affiliates as indicative of the future performance of an investment in us or the returns we will, or are likely to,
generate going forward.

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

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

 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 Class A 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 current and subsequent taxable years may depend on 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 current taxable year or any subsequent taxable year. Our actual PFIC status for any taxable year, however, will not be
determinable until after the end of such taxable year. Moreover, if we determine we are a PFIC for any taxable year, upon written request,
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 be unavailable
with respect to our warrants in all cases. We urge U.S. investors to consult their tax advisors regarding the possible application of
the PFIC rules.

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

 An
investment in our securities may result in uncertain U.S. federal income tax consequences. For instance, because there are no authorities
that directly address instruments similar to the units we issued in the Initial Public Offering, the allocation an investor makes with
respect to the purchase price of a unit between the Class A ordinary shares and the one-third of a warrant to purchase one Class A ordinary
share included in each unit could be challenged by the IRS or courts. Furthermore, the U.S. federal income tax consequences of a cashless
exercise of warrants included in the units we issued the Initial Public Offering is unclear under current law. Finally, it is unclear
whether the redemption rights with respect to our ordinary shares suspend the running of a U.S. Holder's holding period for purposes
of determining whether any gain or loss realized by such holder on the sale or exchange of Class A ordinary shares is long-term capital
gain or loss and for determining whether any dividend we pay would be considered "qualified dividends" for U.S. federal income
tax purposes. Prospective investors are urged to consult their tax advisors with respect to these and other tax consequences when purchasing,
holding or disposing of our securities.

 We
may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in
taxes imposed on shareholders.

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

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

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

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

 We
have identified a material weakness in our internal control over financial reporting. This material weakness could continue to adversely
affect our ability to report our results of operations and financial condition accurately and in a timely manner.

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance
with GAAP. Our management is likewise required, on a quarterly basis, to evaluate the effectiveness of our internal controls and to disclose
any changes and material weaknesses identified through such evaluation in those internal controls. 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 on a timely basis.

 In connection with the
audit of the balance sheet at July 23, 2021, and the preparation of the interim financial statements for the fiscal period ended
September 30, 2021 and the audits for the years ended December 31, 2022 and 2023, we identified a material weakness in
our controls over financial reporting related to the Company's classification of a portion of its Class A ordinary shares in
permanent equity rather than temporary equity and the accounting for significant transactions that resulted in the incorrect
recording of activity impacting warrant liabilities and offering costs occurred during the fiscal quarter ended September 30, 2021.
Specifically, the Company's management has concluded that the Company's control around the interpretation and accounting
for certain complex features of the shares of Class A ordinary shares and warrants issued by the Company was not effectively
designed or maintained. This material weakness resulted in the restatement of the Company's balance sheet as of July 23, 2021.
Additionally, this material weakness could result in a misstatement of the warrant liability, shares of Class A ordinary shares and
related accounts and disclosures that would result in a material misstatement of the financial statements that would not be
prevented or detected on a timely basis. Additionally, in connection with the audit of the financial statements for the fiscal year
ended December 31, 2023, management identified a material weakness in our controls over financial reporting due to identified
immaterial errors in connection to additional paid-in capital and accumulated deficit. Overall, management has identified a material
weakness in our internal controls related to the accounting for complex financial instruments.

 In order to remediate the identified material weakness,
we expanded and improved our review process for complex securities and related accounting standards. We plan to further improve this process
by enhancing access to accounting literature, identification and consideration of third-party professionals with whom to consult regarding
complex accounting applications and implementing additional layers of reviews in the financial close process. Based on these measures,
management believes that the control deficiencies will be remediated in a timely manner as the revised controls will need to operate for
a sufficient period of time for management to test that they are designed and operating effectively before the material weakness will
be considered remediated. Should additional changes to the remediation plan be warranted, management will modify the planned measures
accordingly. The elements of our remediation plan can only be accomplished over time, and we can offer no assurance that these initiatives
will ultimately have the intended effects.

 Other than the
identified material weakness and steps taken to remediate the material weakness, there was no change in our internal control over
financial reporting that occurred during the period ended December 31, 2023, covered by this Annual Report on Form 10-K that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 We
can give no assurance that any additional material weaknesses or restatement of financial results will not arise in the future due to
a failure to implement and maintain adequate internal control over financial reporting or circumvention of these controls. 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.

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

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

 ITEM 1B.
UNRESOLVED STAFF COMMENTS.

 None.

 ITEM 1C. CYBERSECURITY.

 We are a special purpose acquisition company with no business operations. Since our IPO, our sole business activity has been identifying
and evaluating suitable acquisition transaction candidates. Therefore, we do not consider that we face significant cybersecurity risk
and have not adopted any cybersecurity risk management program or formal processes for assessing cybersecurity risk. Our board of directors
is generally responsible for the oversight of risks from cybersecurity threats, if any. We have not encountered any cybersecurity incidents
since our IPO.

 ITEM 2.
PROPERTIES.

 We currently
utilize office space at 3109 W 50 th St., #207, Minneapolis, MN 55410, from our Sponsor and the members of our management team
as our executive offices. We consider our current office space adequate for our current operations.

 ITEM 3.
LEGAL PROCEEDINGS.

 As
of December 31, 2023, to the knowledge of our management, there was no material litigation, arbitration or governmental proceeding
pending against us or any members of our management team in their capacity as such, and we and the members of our management team have
not been subject to any such proceeding.

 ITEM 4.
MINE SAFETY DISCLOSURES.

 Not
applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market Information

 Our units, Class A ordinary shares and warrants are listed on Nasdaq under the symbols "PFTAU," "PFTA" and "PFTAW," respectively.

 Holders

 As of April 11, 2024,
there was 1 holder of record of our units and 1 holder of record of our Class A ordinary shares, and there were 10 holders of record
of our Class B ordinary shares and 3 holders of record of our warrants. The number of holders of record does not include a substantially
greater number of "street name" holders or beneficial holders whose units, Class A ordinary shares and warrants are held
of record by banks, brokers and other financial institutions.

 Dividends

 We have not paid any cash dividends on our ordinary shares to date and do not intend
 to pay cash dividends prior to the completion of our initial business combination.
 The payment of cash dividends in the future will be dependent upon our revenues and
 earnings, if any, capital requirements and general financial condition subsequent
 to completion of our initial business combination. The payment of any cash dividends
 subsequent to our initial business combination will be within the discretion of our
 board of directors at such time. In addition, our board of directors is not currently
 contemplating and does not anticipate declaring any stock dividends in the foreseeable
 future. 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.

 Use of Proceeds from our Initial Public Offering

 On July 23, 2021, we consummated our Initial Public Offering of 24,000,000 Units, at $10.00 per Unit, generating gross proceeds of $240.0 million. We granted the underwriter a 45-day option to purchase up to an additional 3,600,000
 Units to cover over-allotments. On August 5, 2021, the underwriters partially exercised the over-allotment option to purchase
 an additional 1,911,379 Units generating gross proceeds of approximately $19.1 million. The underwriters forfeited
 the balance of the option. The securities sold in the Initial Public Offering were registered under the Securities Act on registration statements on Form S-1 (Nos.
 333-257185 and 333- 258062). The registration statement was declared effective on
 July 20, 2021.

 ITEM 6. [RESERVED]

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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

 Overview

 We are a blank check company incorporated as a Cayman Islands exempted company on
 March 17, 2021 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 effectuate our Business Combination using
 cash from the proceeds of our Initial Public Offering and the sale of the Private
 Placement Warrants, our ordinary shares, debt or a combination of cash, shares and
 debt.

 We expect to continue to incur significant costs in the pursuit of our acquisition
 plans. We cannot assure you that our plans to complete a Business Combination will
 be successful.

 Recent Developments

 Proposed Business Combination

 Business Combination Agreement

 On February 6, 2024, we entered into a business combination agreement (the "Business Combination
 Agreement") with RBio Energy Holdings Corp., a Delaware corporation, RBio Merger Sub,
 a Cayman Islands exempted company and a wholly owned subsidiary of the NewPubco and
 RBio Energy.

 Pursuant to the Business Combination Agreement, among other things, (i) the RBio Energy Stockholders will exchange all of their shares of RBio Common Stock for shares of common stock
 of NewPubco (the "Share Exchange"), as a result of which RBio Energy will become a
 direct wholly owned subsidiary of NewPubco, and (ii) Merger Sub will merge with and
 into the Company, with the Company surviving such merger as a wholly-owned subsidiary of NewPubco.

 The Business Combination is expected to be consummated after receipt of the required
 approvals by the shareholders of the Company and stockholders of RBio Energy and the satisfaction or waiver of certain other customary
 conditions, as summarized below.

 Commercial/Supply Agreement

 RBio Energy plans to negotiate and execute a commercial supply and/or fulfillment
 agreement with a supplier or other vendor to produce the bioenergy, biofuels and biomaterials
 and, to the extent necessary and appropriate, lease, license or acquire certain of
 such supplier's or other vendor's assets (the "C/S Agreement," together with any agreements, documents, certificates
 or instruments relating thereto or executed or delivered in connection therewith,
 the "C/S Documents," and the transactions contemplated by the C/S Documents, the "C/S
 Business Combinations"), all on the terms and conditions to be agreed by, and subject
 to the approval of RBio Energy.

 Sponsor Support Agreement

 Concurrently with the execution of the Business Combination Agreement, the Sponsor,
 RBio Energy and the Company entered into the Sponsor Support Agreement, pursuant to
 which, among other things, (i) the Sponsor will vote its shares in favor of the Business
 Combination Agreement and the Business Combination, and any other proposal submitted
 for approval by our shareholders in connection with the Business Combination and against
 any action, agreement, transaction or proposal that would result in a breach of any
 covenant, representation or warranty or any other obligation or agreement of the Company
 under the Business Combination Agreement, (ii) the Sponsor will agree to not demand
 that we redeem the Sponsor's Class B ordinary shares in connection with the Business Combination, and not to
 otherwise participate in any such redemption by tendering or submitting any of such
 shares for redemption, (iii) the Sponsor will waive certain anti-dilution provisions
 of its Class B ordinary shares set forth in the Articles, and any and all other anti-dilution
 rights, in connection with the Business Combination with respect to each Class B ordinary
 share held by the Sponsor, and (iv) at the Closing and upon the written notice of
 RBio Energy, the Sponsor will forfeit up to all of the Private Placement Warrants.
 Thereafter, in connection with any potential financing, the Sponsor will cause the
 Company to issue new warrants exercisable at the same price per share for up to the
 number of ordinary shares for which the Private Placement Warrants so forfeited were
 exercisable, to such persons as RBio Energy may direct in writing in its discretion
 prior to the Closing.

 Change in Primary Sponsor, Board, and Management; Securities Purchase Agreement

 On July 21, 2023, the Initial Sponsor sold 4,215,230 Class B ordinary shares and 4,392,123 Private Placement Warrants to the New Sponsor, pursuant to the Purchase Agreement.

 Effective as of July 21, 2023, each of Adam Felesky, Ajay Chowdhery, Paul Desmarais III, Steven Jay Freiberg,
 Stuart Charles Harvey, Jr., G. Thompson Hutton, Seraina Macia and Jason Michael Pate
 resigned from the Company's board of directors in accordance with the terms of the Purchase Agreement. Each
 of Scott Honour, Rick Gaenzle, R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis
 were appointed to fill the vacancies left by the departing directors. Also on July 21, 2023, Rick Gaenzle replaced Adam Felesky as Chief Executive Officer, Corey Campbell
 replaced Ajay Chowdhery as Chief Financial Officer, and Tao Tan and Jim Sheridan joined
 the Company as Co-Presidents. On August 11, 2023, John Stanfield was appointed Chief Financial Officer of the Company and Corey
 Campbell ceased to serve in that position effective as of Mr. Stanfield's appointment. On January 3, 2024, Mr. Sheridan resigned as Co-President of the Company.

 Extension of Initial Business Combination Deadline

 On July 21, 2023, we held an extraordinary general meeting of shareholders in which our shareholders
 approved the Extension Amendment to extend the date by which we must complete an initial
 Business Combination from July 23, 2023 to July 23, 2024. In connection with the vote to approve the Extension Amendment, holders of
 an aggregate of 22,001,009 Class A ordinary shares exercised their right to redeem
 their shares cash at a redemption price of approximately $10.41 per share, for an aggregate redemption amount of approximately
 $229.1 million, leaving approximately $40.7 million in the Trust Account and 3,910,370 Class A ordinary
 shares outstanding after such redemption.

 Non-Redemption Agreements

 On July 14, 2023, July 17, 2023, July 18, 2023 and July 19, 2023, the Company and the Initial Sponsor entered into Non-Redemption Agreements
 with certain unaffiliated third parties in exchange for such holders agreeing either
 not to request redemption in connection with the Extension or to reverse any previously
 submitted redemption demand in connection with the Extension with respect to an aggregate
 of 2,166,667 Class A ordinary shares. In consideration of the Non-Redemption Agreements,
 immediately prior to, and substantially concurrently with, the closing of an initial
 Business Combination, (i) the New Sponsor (or its designees or transferees) has agreed
 to surrender and forfeit to the Company for no consideration an aggregate of approximately
 0.6 million Class B ordinary shares held by the New Sponsor and (ii) the Company shall
 issue to such holders a number of Class A ordinary shares equal to those underlying
 the Forfeited Shares.

 Subscription Agreement

 On August 1, 2023, the Company entered into a Subscription Agreement (the "Subscription Agreement")
 with Polar Multi-Strategy Master Fund (the "Investor") and the Sponsor, pursuant to
 which the parties agreed, among other things, that: (i) the Investor will make a cash
 contribution to Sponsor in an aggregate amount of $1,300,000 (the "Investor Capital
 Contribution") as follows: (i) an initial tranche of $650,000, to be paid within five
 business days of the date of the Subscription Agreement, (ii) a second tranche of
 up to $325,000, to be paid following the Company's announcement of executing an agreement for the Company's initial business combination, and (iii) a third tranche of up to $325,000, to be
 paid after the Company files an initial registration statement with the SEC related
 to initial business combination. At the request of the Sponsor, the Investor may agree,
 in its sole discretion, to fund up to an additional $200,000 at any time; (ii) the
 Investor Capital Contribution will in turn be loaned by the Sponsor to the Company
 to cover working capital expenses (the "SPAC Loan"). The SPAC Loan will not accrue
 interest and will be repaid by the Company upon the closing of the Company's initial business combination (the "De-SPAC Closing"). The Sponsor will pay to the
 Investor all repayments of the SPAC Loan the Sponsor has received within five business
 days of the date of receipt. The Investor may elect at the De-SPAC Closing to receive
 such payments in cash or shares of Class A common stock of the Company ("Class A common
 stock") at a rate of one share of Class A common stock for each $10 of the Capital
 Contribution; (iii) in consideration of the Investor Capital Contribution, at the
 De-SPAC Closing the Company will issue to the Investor 0.9 shares of Class A Common
 Stock for each dollar of the Investor Capital Contribution funded by the Investor,
 which shares shall be subject to no transfer restrictions or any other lock-up provisions,
 earn outs, or other contingencies and shall be registered as part of any registration
 statement to be filed in connection with the De-SPAC Closing or, if no such registration
 statement is filed in connection with the De-SPAC Closing, pursuant to the first registration
 statement to be filed by the Company or the surviving entity following the De-SPAC
 Closing; and (iv) if the Company liquidates without consummating a De-SPAC, any amounts remaining in
 the Sponsor or the Company's cash accounts, not including the Company's trust account, will be paid to the Investor within five days of the liquidation.

 Results of Operations

 We have neither engaged in any operations nor generated any operating revenues to
 date. Our only activities from inception through December 31, 2023 were organizational activities, those necessary to prepare for our Initial
 Public Offering, described below, and our search for a target company for a Business
 Combination. We do not expect to generate any operating revenues until after the completion
 of our Business Combination. We generate non-operating income in the form of interest
 income on investments held in the Trust Account. We incur expenses as a result of
 being a public company (for legal, financial reporting, accounting and auditing compliance),
 as well as for due diligence expenses in connection with searching for, and completing,
 a Business Combination.

 For the year ended December 31, 2023, we had net income of $7,148,065, which consisted of $7,528,510 of investment
 income earned on the Trust Account, $1,218,025 of other income due to change in the
 fair value of the warrant liabilities, forgiveness of debt of $1,333,584, and $352,969
 of reduction of deferred underwriter fees, offset by $3,285,023 of general and administrative
 expenses which is primarily composed of professional fees and D&O insurance expense.

 For the year ended December 31, 2022, we had net income of $8,556,001, which consisted of $4,120,869 of investment
 income earned on the Trust Account, $6,857,978 of other income due to change in the
 fair value of the warrant liabilities and $298,484 of reduction of deferred underwriter
 fee payable, offset by $2,721,330 of general and administrative expenses.

 Liquidity and Capital Resources

 On July 23, 2021, we consummated the Initial Public Offering with the sale and issuance of
 24,000,000 Units, generating gross proceeds of $240,000,000. Simultaneously with the
 closing of the Initial Public Offering, we consummated the sale of 6,333,334 Private
 Placement Warrants at a price of $1.50 per Private Placement Warrant in a private
 placement to our Sponsor, generating gross proceeds of $9,500,000. On August 3, 2021, the underwriters notified the Company of their intention to partially exercise
 their over-allotment option. As such, on August 5, 2021, the Company consummated the sale of an additional 1,911,379 Units, at $10.00
 per Unit, and the sale of an additional 254,850 Private Placement Warrants, at $1.50
 per Private Placement Warrant, generating total gross proceeds of $19,496,065.

 Following the Initial Public Offering, the sale of the Private Placement Warrants,
 and the exercise of the over-allotment option by the underwriters, a total of $259,113,790
 ($10.00 per Unit) was placed in the Trust Account. We incurred $15,406,275 in Initial
 Public Offering related costs, including $5,182,276 of underwriting fees, $9,068,983
 of deferred underwriting fees and $1,155,016 of other costs.

 For the year ended December 31,
2023, cash used in operating activities was $2,165,762. Net income of $7,148,065 was affected by investment income earned on the Trust
Account of $7,528,510, changes in the fair value of warrants liabilities of $1,218,025, forgiveness of debt of $1,333,584, and reduction
of deferred underwriter fees of $352,969. Changes in operating assets and liabilities provided $1,119,261 of cash for operating activities.

 For the year ended December 31, 2022, cash used in operating activities was $801,362. Net income of $8,556,001
 was affected by reduction of deferred underwriter fee payable of $298,484, investment
 income earned on the Trust Account of $4,120,869, and changes in the fair value of
 warrants liabilities of $6,857,978. Changes in operating assets and liabilities provided
 $1,919,968 of cash for operating activities.

 As of December 31, 2023, we had investments held in the Trust Account of $41,678,895. We intend to
 use the funds held in the Trust Account, including any amounts representing interest
 earned on the Trust Account (less taxes payable), to complete our Business Combination.
 To the extent that our share capital or debt is used, in whole or in part, as consideration
 to complete our 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. In connection
 with the vote to approve the Extension Amendment Proposal, holders Class A ordinary
 shares exercised their right to redeem their shares an aggregate redemption amount
 of approximately $229.1 million in cash. As a result, approximately $40.7 million
 remained in the Trust Account after the completion of those redemptions on July 21, 2023.

 As of December 31, 2023, we had cash of $102,925. 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 a Business Combination.

 In order to fund any working capital deficiencies or finance transaction costs in
 connection with a Business Combination, the sponsors, or certain of our officers and
 directors or their affiliates may, but are not obligated to, loan us funds as may
 be required. If we complete a Business Combination, we would repay such loaned amounts.
 In the event that a 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 ("Working Capital Loans") may be convertible into warrants upon consummation
 of the Business Combination at a price of $1.50 per warrant. The warrants would be
 identical to the Private Placement Warrants. There are no Working Capital Loans outstanding.
 On April 5, 2023, the Company issued a promissory note (the "Promissory Note") to the Initial
 Sponsor, pursuant to which the Company may borrow up to $1,250,000 from the Initial
 Sponsor to fund the Company's working capital expenses prior to completion of any potential initial Business Combination.
 Also on April 5, 2023, the Company made a draw on the Promissory Note of $1,250,000. The Promissory
 Note was non-interest bearing and payable on the earlier of July 23, 2023 and the date on which the Company consummates a Business Combination. On July 21, 2023, the Initial Sponsor cancelled and forgave the outstanding balance on the
 Promissory Note of $1,250,000 in connection with the closing under the Purchase Agreement.

 On August 1, 2023, we entered into a Subscription Agreement with Investor
and the Sponsor, pursuant to which the parties agreed, among other things, that: (i) the Investor will make a cash contribution to Sponsor
in an aggregate amount of $1,300,000 (the "Investor Capital Contribution") as follows: (i) an initial tranche of $650,000,
to be paid within five business days of the date of the Subscription Agreement, (ii) a second tranche of up to $325,000, to be paid following
the Company's announcement of executing an agreement for the Company's initial business combination, and (iii) a third tranche
of up to $325,000, to be paid after the Company files an initial registration statement with the SEC related to initial business combination.
At the request of the Sponsor, the Investor may agree, in its sole discretion, to fund up to an additional $200,000 at any time; (ii)
the Investor Capital Contribution will in turn be loaned by the Sponsor to the Company to cover working capital expenses (the "SPAC
Loan"). The SPAC Loan will not accrue interest and will be repaid by the Company upon the closing of the Company's initial
business combination. As of December 31, 2023, the Subscription Agreement liability is $650,000 and included on the balance sheet.

 Going Concern

 In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting
 Standard Board's ("FASB") ASC Subtopic 205-40, "Presentation of Financial Statements - Going Concern,"
 the Company has until July 23, 2024 to consummate a Business Combination. It is uncertain whether the Company
 will be able to consummate a Business Combination by this time. If a Business Combination
 is not consummated by this date, there will be a mandatory liquidation and subsequent
 dissolution of the Company. Management has determined that the liquidity conditions
 and mandatory liquidation, should a Business Combination not occur, raises substantial
 doubt about the Company's ability to continue as a going concern through approximately one year from the date
 these financial statements were issued. Management intends to consummate a Business
 Combination prior to July 23, 2024. These financial statements do not include any adjustments relating to the
 recovery of the recorded assets or the classification of the liabilities that might
 be necessary should the Company be unable to continue as a going concern.

 Contractual Obligations

 Pursuant to an administrative services agreement, we had agreed to pay the Initial
 Sponsor a total of $10,000 per month for office space, utilities, secretarial and
 administrative support services provided to members of our management team. Upon completion
 of the initial Business Combination or our liquidation, we would have ceased paying
 those monthly fees. In addition, until completion of our Business Combination or liquidation,
 we were required to reimburse the Initial Sponsor or its affiliates monthly for compensation
 expenses of employees dedicated to us (including the Chief Financial Officer) not
 to exceed $900,000 per year. We recognized $70,000 for administrative
 support services and approximately $444,000 for reimbursement of compensation expenses
 for the year ended December 31, 2023. We recognized approximately $120,000 for administrative support services
 and approximately $878,000 for reimbursement of compensation expenses for the year
 ended December 31, 2022. The administrative services agreement was terminated in connection with the
 closing under the Purchase Agreement on July 21, 2023.

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

 The underwriters are entitled to a deferred fee of three and half percent (3.50%)
 of the gross proceeds of the Initial Public Offering, or $9,068,983. On August 15, 2022, one of the underwriters, Goldman Sachs & Co. LLC ("Goldman Sachs"), waived
 its entitlement to the payment of any deferred fee to be paid under the terms of the
 underwriting agreement and is no longer serving in an advisor capacity. As a result
 of Goldman Sachs waiving all of its $6,529,668 of deferred underwriting fees, the
 deferred underwriting fee payable was $2,539,315 as of December 31, 2022. In June of 2023, the remaining underwriters
 waived their entitlement to the payment of any deferred fee to be paid under the terms
 of the underwriting agreement and is no longer serving in an advisor capacity. As
 a result, the Company recognized $352,969 of income and $2,186,346 was recorded to
 additional paid-in capital in relation to the reduction of the deferred underwriter
 fee. As of December 31, 2023, the deferred underwriting fee payable was $0.

 On July 17, 2023, the
Company entered into an engagement letter with J.V.B Financial Group, acting through its Cohen & Company
Capital Markets division ("CCM") to obtain capital markets advisory services in connection with seeking an extension for
completing a business combination, capital market advisory services in connection with a possible business combination transaction
with an unaffiliated third party (the "Target") and to act as the Company's placement agent in connection with
raising capital. CCM would be entitled to an advisor fee of $2.0 million and a transaction fee of an amount equal to 5% of the sum
of the gross proceeds raised from investors and received by the Company or Target plus proceeds released from the Trust Account with
respect to any of the Class A ordinary shares that did not redeem such shares in connection with the extension or the business
combination. If the gross proceeds raised from investors is $3,000,000 or less, the Company may elect to pay the portion of the fee
related to the offering in the form of an equivalent dollar amount of Class A ordinary shares or equivalent equity of the
post-business combination company, which shares shall be delivered four (4) business days following the closing of the sale
transaction as determined by the Company. The shares, if issued, shall be duly authorized, validly issued, paid and non-assessable
and shall be registered for resale under the Act, or otherwise freely tradeable, as of the delivery of the shares and will be
delivered in book entry form in the name of and delivered to CCM (or its designee) four (4) business days following the closing of
the transaction. In addition, up to 50% of the advisor fee may be paid in shares as described above in the case of gross proceeds
raised from investors. Pursuant to the engagement letter, the advisor fee cannot be less than $1,000,000.

 Critical Accounting Estimates

 The preparation of financial statements and related disclosures in conformity with
 accounting principles generally accepted in the United States of America 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 period reported. Actual results
 could materially differ from those estimates. We have identified the following critical
 accounting policies:

 Warrant Liabilities

 We evaluated the Public Warrants and the Private Placement Warrants in accordance
 with ASC 815-40, "Derivatives and Hedging — Contracts in Entity's Own Equity" and concluded that a provision in the warrant agreement related to certain
 tender or exchange offers precludes the Warrants from being accounted for as components
 of equity. As the Warrants meet the definition of a derivative as contemplated in
 ASC 815, the Warrants are recorded as derivative liabilities on the balance sheets
 and measured at fair value at inception (on the date of the Initial Public Offering)
 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.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 Not required for smaller reporting companies.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
 DISCLOSURE

 None.

 ITEM 9A. CONTROLS AND PROCEDURES.

 Disclosure Controls and Procedures

 Under the supervision and with the participation of our management, including our
 principal executive officer and principal financial and accounting officer, we conducted
 an evaluation of the effectiveness of our disclosure controls and procedures as of
 the end of the period ended December 31, 2023, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act.

 Disclosure controls and procedures are designed to ensure that information required
 to be disclosed by us in our Exchange Act reports is recorded, processed, summarized,
 and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to our
 management, including our principal executive officer and principal financial officer
 or persons performing similar functions, as appropriate to allow timely decisions
 regarding required disclosure.

 Based on this evaluation,
our principal executive officer and principal financial officer have concluded that during the period covered by this report, our
disclosure controls and procedures were not effective as of December 31, 2023, because of a material weakness in internal
controls related to the accounting of complex financial instruments.

 Management's Report on Internal Controls Over Financial Reporting

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

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

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

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

 Because of its inherent limitations, internal control over financial reporting may
 not prevent or detect errors or misstatements in our financial statements. Also, projections
 of any evaluation of effectiveness to future periods are subject to the risk that
 controls may become inadequate because of changes in conditions, or that the degree
 or compliance with the policies or procedures may deteriorate. Management assessed
 the effectiveness of our internal control over financial reporting at December 31, 2023. In making these assessments, management used the criteria set forth by the
 Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
 Control — Integrated Framework (2013). Based on our assessments and those criteria,
 management determined that we did not maintain effective internal control over financial
 reporting as of December 31, 2023.

 In connection with the audit
of the balance sheet at July 23, 2021, and the preparation of the interim financial statements for the fiscal period ended September 30,
2021 and the audits for the years ended December 31, 2022 and 2023, the Company identified a material weakness in our controls over financial
reporting related to the Company's classification of a portion of its Class A ordinary shares in permanent equity rather than temporary
equity and the accounting for significant transactions that resulted in the incorrect recording of activity impacting warrant liabilities
and offering costs occurred during the fiscal quarter ended September 30, 2021. Additionally, in connection with the audit of the financial
statements for the fiscal year ended December 31, 2023, management identified a material weakness in our controls over financial reporting
due to identified immaterial errors in connection to additional paid-in capital and accumulated deficit. Overall, management has identified
a material weakness in internal controls related to the accounting for complex financial instruments.

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

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

 Changes in Internal Control over Financial Reporting

 Other than the identified
 material weakness and steps taken to remediate the material weakness, there was no change in our internal control over financial
 reporting that occurred during the period ended December 31, 2023, covered by this Annual Report on Form 10-K that has
 materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION.

 None.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Directors and Executive Officers

 Our directors and executive officers are as follows:

 Name

 Age

 Position

 Rick Gaenzle

 Chief Executive Officer and Director

 John Stanfield

 Chief Financial Officer

 Tao Tan

 President

 Scott Honour

 Chairman of the Board

 R. Rudolph Reinfrank

 Thomas J. Abood

 Karrie Willis

 Rick Gaenzle has been our Chief Executive Officer and a director since July 2023. Mr. Gaenzle has over 30 years of private equity investment and corporate finance experience;
 he is a co-founder and currently serves as a Managing Director of Gilbert Global Equity
 Capital, L.L.C., the principal investment advisor to Gilbert Global Equity Partners,
 L.P. and related entities, a $1.2 billion leveraged buyout and private equity fund.
 Mr. Gaenzle has spent the last 28 years at Gilbert Global and its predecessor entity,
 completing over 110 direct equity investments, co-investments and add-on acquisitions
 for portfolio companies. He also serves as the Chief Executive Officer and a member
 of the board of directors of Perception Capital Corp. II. Previously, Mr. Gaenzle was a Principal of Soros Capital L.P., the principal venture capital and leveraged
 equity entity of the Quantum Group of Funds and a principal advisor to Quantum Industrial
 Holdings Ltd. Prior to joining Soros Capital, Mr. Gaenzle held various positions at PaineWebber Inc. Mr. Gaenzle currently serves as an Operating Partner of NPGand Chairman of Lake Street
 Homes, a single-family rental investment vehicle. Mr. Gaenzle previously served on the boards of CPM Holdings, Inc., True Temper Corp, Optical
 Capital Group, Inc., Birch Telecommunications, Inc., E-via S.p. A., Tinka-ServiCos
 de Consultoria, S.A., the LaserSharp Corporation and Sustainable Opportunities Acquisition
 Corp. ("SOAC"), where he also served as Chairman of the Audit Committee. Mr. Gaenzle holds a B.A. from Hartwick College and an M.B.A. from Fordham University.

 John Stanfield has been our Chief Financial Officer since August 2023. Mr. Stanfield has significant experience with U.S. GAAP, finance, operations, and taxation
 demonstrated over several years and several billion dollars of enterprise value in
 the private equity and alternative asset industry. He has been a Certified Public
 Accountant since 2006, and has served as senior principal with Stanfield & Associates,
 a public accounting firm specializing in the private equity industry and international
 taxation, since 2011. Mr. Stanfield has also served as Chief Executive Officer at Aequum Capital, LLC, a tech-enabled
 commercial lender, since August 2023 and Chief Financial Officer at Welsbach Technology Metals Acquisition Corp. (Nasdaq: WTMAU)
 since December 2021. He held the role of Co-President at Aequum from September 2021 to August 2023. Previously, he served as Chief Executive Officer of Lorem LLC, a provider of
 accounting services for special purpose acquisition companies, from May 2021 to September 2022, and as Chief Financial Officer at LQD Business Finance, a national fintech startup,
 from 2018 to September 2020. Mr. Stanfield holds a B.A. and an M.S.T. from the University of Illinois Urbana-Champaign
 and an M.S.A from DePaul University.

 Tao Tan has
 been our President since July 2023. Mr. Tan is a Partner at Perception Capital Partners and President of Perception Capital
 Corp. IV, an affiliated special purpose acquisition company. Mr. Tan has nearly 15 years of experience across finance, strategy
 and business transformation. Prior to joining Perception, Mr. Tan was an officer and a senior advisor to multiple investing and
 operating entities. Until 2020, Mr. Tan was an Associate Partner at McKinsey & Company's New York office. At
 McKinsey, Mr. Tan led teams across the firm's transformation and private equity & principal investor practices, where
 he drove comprehensive performance transformation and turnaround programs for companies with revenues ranging from $200 million to
 $25 billion across multiple industries and continents. Most recently, Mr. Tan helped found, launch and lead McKinsey's
 SPAC service line, and served in a leadership role in McKinsey's COVID-19 client response team. Prior to McKinsey,
 Mr. Tan was a Senior Associate at Rose Tech Ventures, where he led the firm's first-round investment in JUMP Bikes, which
 was subsequently sold to Uber in 2018. Prior to Rose Tech Ventures, Mr. Tan served in investment banking and capital markets
 roles at Bank of America Merrill Lynch and Lehman Brothers. Mr. Tan is a member of the Council on Foreign Relations and of the
 Economic Club of New York. Since October 2023, Mr. Tan has served as a director of Spectaire Holdings, Inc. (Nasdaq: SPEC) since
 October 2023, following its business combination with Perception Capital Corp. II, for which Mr. Tan served as Co-President until
 October 2023. Mr. Tan received his B.A. and his M.B.A, both with honors, from Columbia University in the City of New York,
 where he was an Erwin Wolfson Scholar and a Toigo Foundation Fellow.

 Scott Honour has served as Chairman of our board of directors since July 2023. Mr. Honour has over 30 years of private equity investment experience and has been involved
 in over 100 transactions totaling over $20 billion in transaction value. Mr. Honour is the Managing Partner of NPG, a private equity firm, which he co-founded
 in 2012. He also serves as Chairman of EVO, the Chairman of Perception Capital Corp.
 II and previously served as Chairman of Sustainable Opportunities Acquisition Corp.,
 the first ESG focused SPAC. Prior to that, Mr. Honour was at The Gores Group, a Los Angeles-based private equity firm, for 10 years,
 serving as Senior Managing Director and as one of the firm's top executives. Mr. Honour also served on the investment committee for The Gores Group. During his time
 at The Gores Group, the firm raised four funds, totaling $4 billion in aggregate,
 and made over 35 investments. Prior to joining The Gores Group, Mr. Honour was a Managing Director at UBS Investment Bank from 2000 to 2002 and was an
 investment banker at Donaldson, Lufkin & Jenrette from 1991 to 2000. Mr. Honour began his career at Trammell Crow Company in 1988. Mr. Honour has served on the board of directors of several public and private companies,
 including Anthem Sports & Entertainment Inc., 1st Choice Delivery, United Language
 Group, Renters Warehouse, Real Dolmen (REM:BB) and Westwood One, Inc. (formerly Nasdaq:
 WWON), and is a co-founder of Titan CNG LLC and YapStone Inc. Mr. Honour also served on the boards of EVO Transportation & Energy Services (OTC: EVOA) from 2016 to 2022; Sustainable Opportunities
Acquisition Corp. from 2020 to 2021; Appreciate Holdings, Inc. (Nasdaq: SFR) since 2015; Perception Capital Corp. IV since 2023 and Pineapple
Energy, Inc. (Nasdaq: PEGY) since 2017. Mr. Honour has served as a director of Spectaire Holdings, Inc. (Nasdaq: SPEC) since November
2023, following its business combination with Perception Capital Corp. II, for which Mr. Honour served as chairman of the board from 2021
to November 2023. Mr. Honour earned a B.S. and B.A., cum laude, in Business Administration and Economics
 from Pepperdine University and an M.B.A. in Finance and Marketing from the Wharton
 School of the University of Pennsylvania.

 R. Rudolph Reinfrank has served on our board of directors since July 2023. Mr. Reinfrank is the Managing General Partner of Riverford Partners, LLC, a strategic
 advisory and investment firm which acts as an investor, board member and strategic
 advisor to growth companies and companies in transition. Prior to founding Riverford,
 Mr. Reinfrank was a co-founder and a Managing General Partner of Clarity Partners L.P.,
 an $800 million private equity firm focused on media and communications, and a co-founder
 of Clarity China, L.P., a $220 million private equity partnership with investments
 in Greater China. Prior to joining Clarity, he was a co-founder and a Managing General
 Partner of Rader Reinfrank & Co., a private equity fund. His prior experience includes
 roles as an executive, investor, and advisor across a wide range of industries for
 the Roy E. Disney and Marvin Davis families. Mr. Reinfrank is a member of the board of directors of MidCap Financial Investment Corp.
 (formerly Apollo Investment Corporation), a registered investment company and publicly-traded
 financial services company. Mr. Reinfrank is also a member of the board of directors of Perception Capital Corp. II,
 Mount Logan Capital, a publicly traded Canadian based asset manager. Mr. Reinfrank was a Senior Advisor to Grafine Partners and an Operating Partner of Nile
 Capital Group, both private asset management firms. Until 2021, Mr. Reinfrank was a Senior Advisor to BC Partners, a private equity and credit firm. Until
 November 2018, Mr. Reinfrank was a member of the board of directors of Kayne Anderson Acquisition Corp.,
 and chairman of its audit committee and a member of its compensation committee. Mr. Reinfrank earned a B.A. from Stanford University and an M.B.A from the UCLA Graduate
 School of Management.

 Thomas J. Abood
has served on our board of directors since July 2023. Since January 2024, Mr. Abood is a founder, owner and President of Artom Residential
Group LLC, a multi-family residential real estate development company. From September 2019 to September 2022, Mr. Abood
was CEO and a director of EVO, a national trucking firm serving the USPS and other freight customers. Currently, he sits on the board
of directors of Nelson Worldwide LLC, a national architecture, engineering and interior design firm, Perception Capital Corp. IV, and
SBH Funds, a mutual fund complex sponsored by Segall Bryant and Hamill and since November 2023, BuilderFax, Inc. He previously served
as a director of Perception Capital Corp. II until its business combination in October 2023. From 1994 to 2014, Mr. Abood was an
owner and Executive Vice President, General Counsel and Secretary of Dougherty Financial Group LLC. From 1988 to 1994, Mr. Abood
was an associate with the law firm of Skadden Arps. Mr. Abood is past Chair of the Archdiocesan Finance Council and Corporate Board
of the Archdiocese of St. Paul and Minneapolis, past Chair of the board of directors and executive committee member of Citation Jet Pilots,
Inc. owner pilot association, past Chair of the Board and director of MacPhail Center for Music, past Chair of the Board and governor
of the University of St. Thomas School of Law, past Chair of the Board and director of the Minnesota Children's Museum and past
President and Governor of The Minikahda Club. Mr. Abood received his J.D. from Georgetown University Law Center, cum laude and his
B.B.A. from the University of Notre Dame, magna cum laude.

 Karrie Willis has served on our board of directors since July 2023. Ms. Willis is the CFO of SMITH, a full-service digital agency with expertise in commerce,
 technology, custom architecture and software development. Prior to joining SMITH in
 2020, Ms. Willis was the CFO of United Language Group, where she worked for four years.
 Currently, she is an independent board member and chair of the audit committee of
 Perception Capital Corp. II, as well as MSA Engineering, a board member and treasurer
 of The Heroes Journey and executive chair of the Diversity & Inclusion Committee of
 SMITH, where she also attends all board meetings and presents content as a non-board
 member. During Ms. Willis' tenure at United Language Group, she attended all board meetings and presented content
 as a non-board member. Ms. Willis has over 25 years of experience in financial and
 board leadership in private, private-equity and family fund sponsored structures.
 She earned a B.S. in Accounting from the University of Wisconsin LaCrosse and is licensed
 as a Certified Public Accountant in Minnesota.

 Change in Board and Management

 Effective as of July 21, 2023, each of Adam Felesky, Ajay Chowdhery, Paul Desmarais III, Steven Jay Freiberg,
 Stuart Charles Harvey, Jr., G. Thompson Hutton, Seraina Macia and Jason Michael Pate
 resigned from the Company's board of directors in accordance with the terms of the Purchase Agreement. Each
 of Scott Honour, Rick Gaenzle, R. Rudolph Reinfrank, Thomas J. Abood and Karrie Willis
 were appointed to fill the vacancies left by the departing directors. Also on July 21, 2023, Rick Gaenzle replaced Adam Felesky as Chief Executive Officer, Corey Campbell
 replaced Ajay Chowdhery as Chief Financial Officer, and Tao Tan and Jim Sheridan joined
 the Company as Co-Presidents. On August 11, 2023, John Stanfield was appointed Chief Financial Officers of the Company and
 Corey Campbell ceased to serve in that position effective as of Mr. Stanfield's appointment. On January 3, 2024, Mr. Sheridan resigned as Co-President of the Company.

 Number and Terms of Office of Officers and Directors

 Our board of directors is divided into three classes, with only one class of directors
 being elected in each year, and with each class (except for those directors appointed
 prior to our first annual meeting of shareholders) serving a three-year term. In accordance
 with the Nasdaq corporate governance requirements, we are not required to hold an
 annual meeting until one year after our first fiscal year end following our listing
 on Nasdaq. The term of office of the first class of directors, consisting of R. Rudolph Reinfrank
 and Thomas J. Abood, will expire at our first annual meeting of shareholders. The
 term of office of the second class of directors, consisting of Scott Honour and Karrie
 Willis, will expire at our second annual meeting of shareholders. The term of office
 of the third class of directors, consisting of Rick Gaenzle, will expire at our third
 annual meeting of shareholders.

 Prior to the completion of an initial business combination, any vacancy on the board
 of directors may be filled by a nominee chosen by holders of a majority of our Founder
 Shares. In addition, prior to the completion of an initial business combination, holders
 of a majority of our Founder Shares may remove a member of the board of directors
 for any reason. Incumbent directors will also have the ability to appoint additional
 directors or to appoint replacement directors in the event of a vacancy.

 Pursuant to an amended and restated registration and shareholder rights agreement
 entered into on July 21, 2023, upon and following consummation of an initial business combination, the New
 Sponsor will be entitled to nominate three individuals for election to our board of directors, as long as the New Sponsor holds any securities covered by such agreement.

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

 Director Independence

 Nasdaq listing standards require that a majority of our board of directors be independent.
 Our board of directors has determined that R. Rudolph Reinfrank, Thomas Abood and Karrie Willis are "independent directors" as defined in the Nasdaq listing standards. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

 Board Committees

 Audit Committee

 We have an audit committee comprised of R. Rudolph Reinfrank, Thomas Abood, and Karrie Willis, with Mr. Reinfrank serving as the Chairperson of the audit committee. Our board of directors has determined that each of R. Rudolph Reinfrank, Thomas Abood, and Karrie Willis are independent under the Nasdaq listing standards and applicable SEC rules. Each
 member of the audit committee is financially literate and our board of directors has
 determined that Mr. Reinfrank qualifies as an "audit committee financial expert" as defined in applicable SEC rules.

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

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

 monitoring the independence of the independent registered public accounting firm;

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

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

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

 appointing or replacing the independent registered public accounting firm;

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

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

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

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

 Nominating and Corporate Governance Committee

 We have adopted a nominating and corporate governance committee of the board of directors. The members of our nominating and corporate governance are R. Rudolph Reinfrank, Thomas Abood and Karrie Willis, with Mr. Reinfrank serving as Chairperson of the nominating committee. Our board of directors has determined that
 each member of the nominating committee is independent.

 We adopted a nominating and corporate governance committee charter, which details
 the purpose and responsibilities of the nominating and corporate governance committee,
 including overseeing the selection of persons to be nominated to serve on our board
 of directors. The nominating committee considers persons identified by its members,
 management, shareholders, investment bankers and others.

 Guidelines for Selecting Director Nominees

 The guidelines for selecting nominees are specified in the nominating and corporate
 governance committee charter, generally provide that persons to be nominated:

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

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

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

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

 Compensation Committee

 We have established a compensation committee of the board of directors. Thomas Abood, R. Rudolph Reinfrank and Karrie Willis serve as members of our compensation committee, with Mr. Abood serving as the Chairperson of the compensation committee. Under the Nasdaq listing
 standards, we are required to have a compensation committee composed entirely of independent
 directors. Our board of directors has determined that each member of the compensation
 committee is independent.

 We have adopted a compensation committee charter, which details the principal functions
 of the compensation committee, including:

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

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

 reviewing our executive compensation policies and plans;

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

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

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

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

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

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

 Code of Ethics and Committee Charters

 We adopted a Code of Ethics
applicable to our directors, officers and employees. A copy of the Code of Ethics and the charters of the committees of our board of
directors will be provided without charge upon request from us. If we make any amendments to our Code of Ethics other than technical,
administrative or other non-substantive amendments, or grant any waiver, including any implicit waiver, from a provision of the Code
of Ethics applicable to our principal executive officer, principal financial officer principal accounting officer or controller or persons
performing similar functions requiring disclosure under applicable SEC or Nasdaq rules, we will disclose the nature of such amendment
or waiver on our website. In addition, a copy of the code of ethics is posted on our website: www.perceptioncapitalpartners.com.

 ITEM 11. EXECUTIVE COMPENSATION.

 Until the earlier of consummation of our initial business combination and our liquidation,
 we will (a) reimburse an affiliate of the New Sponsor for office space and secretarial,
 administrative and other services provided to us in the amount of $10,000 per month;
 and (b) reimburse the New Sponsor or any of its affiliates for any out-of-pocket expenses
 (or an allocable portion thereof), to the extent that any of them incurs expenses
 related to identifying, investigating, negotiating and completing an initial business
 combination (including any travel expenses). Our executive officers and directors,
 or their respective affiliates, will be reimbursed for any out-of-pocket expenses
 incurred in connection with activities on our behalf such as identifying potential
 target businesses and performing due diligence on suitable business combinations.
 Our audit committee will review on a quarterly basis all payments that were made by
 us to the New Sponsor, executive officers or directors, or their affiliates. Any such
 payments prior to an initial business combination will be made using funds held outside
 the Trust Account. Other than quarterly audit committee review of such reimbursements,
 we do not have any additional controls in place governing our reimbursement payments
 to our directors and executive officers for their out-of-pocket expenses incurred
 in connection with our activities on our behalf in connection with identifying and
 consummating an initial business combination. Other than these payments and reimbursements,
 no compensation of any kind, including finder's and consulting fees, will be paid by the Company to the New Sponsor, executive officers
 and directors, or their respective affiliates, prior to completion of our initial

 Effective as of
 August 11, 2023, we entered into a twelve-month consultant agreement with John Stanfield pursuant to which he agreed to serve
 as Chief Financial Officer of the Company in exchange for the ability to acquire 5 Class B Units of the New Sponsor, which will
 correspond to one half of one percent (0.5%) of our Class B ordinary shares held by the New Sponsor. The Company determined the
 value of the services performed will be recognized over the engagement period. As of December 31, 2023, the share-based
 compensation expense for this consultant agreement is considered de minimis.

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

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

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following table sets forth information regarding the beneficial ownership of our ordinary shares as of April 11, 2024, by:

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

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

 all our executive officers and directors as a group.

 The following table is based on 10,388,215 ordinary shares of outstanding at April 11, 2024, of which 3,910,370 were Class A ordinary shares and 6,477,845 were Class B ordinary shares. Unless otherwise indicated, it is believed that all persons named in the table
 below have sole voting and investment power with respect to all ordinary shares beneficially
 owned by them. The table below does not include the shares of Class A ordinary shares underlying
 the Private Placement Warrants held by our Sponsor because these securities are not
 exercisable within 60 days of this Annual Report.

 Class B ordinary shares

 Class A ordinary shares

 Name and Address of Beneficial Owners (1)

 Number of Shares Beneficially Owned

 Approximate

Percentage of

Class (2)

 Number of Shares Beneficially Owned

 Approximate

Percentage of

Class

 Approximate

Percentage of

Voting Control

 Perception Capital Partners IIIA LLC (the New Sponsor) ( 3)

 4,215,230

 66.7
 %

 -

 -

 40.6
 %

 Rick Gaenzle

 -

 -

 -

 -

 -

 John Stanfield

 -

 -

 -

 -

 -

 Tao Tan

 -

 -

 -

 -

 -

 Scott Honour

 -

 -

 -

 -

 -

 R. Rudolph Reinfrank

 -

 -

 -

 -

 -

 Thomas J. Abood

 -

 -

 -

 -

 -

 Karrie Willis

 -

 -

 -

 -

 -

 All officers and directors as a group (seven individuals)

 -

 -

 -

 -

 -

 Five Percent Holders

 PFTA I LP (the Initial Sponsor) ( 4)

 2,107,615

 33.3
 %

 -

 -

 20.3
 %

 Periscope Capital Inc. ( 5)

 -

 -

 349,599
 (5)

 5.5
 %

 3.4
 %

 Dryden Capital, LLC (6)

 -

 -

 200,000
 (6)

 5.1
 %

 2.0
 %

 Polar Asset Management Partners Inc. (7)

 -

 -

 200,000
 (7)

 5.1
 %

 2.0
 %

 Fir Tree Capital Management LP (8)

 198,764
 (8)

 5.1
 %

 2.0
 %

 *
 Less than one percent.

 (1)
 Unless otherwise noted, the business address of each of our
shareholders is 3109 W. 50 th Street, #207, Minneapolis, MN 55410.

 (2)
 Interests shown consist solely of Founder Shares, classified
as Class B ordinary shares. Such shares will automatically convert into Class A ordinary shares at the time of our initial business combination
or earlier at the option of the holders thereof.

 (3)
 Perception Capital Partners IIIA LLC, the New Sponsor, is
the record holder of such shares. On July 21, 2023, the Initial Sponsor sold 4,215,230 Class B ordinary shares to the New Sponsor,
pursuant to the Purchase Agreement.

 (4)
 PFTA I LP, the Initial Sponsor, is the record holder of such
shares. The Initial Sponsor is controlled by its general partner, PFTA I GP, Inc. ("PFTA GP"). PFTA GP is managed by a board
of directors, comprised of three members, Adam Felesky, Sacha Haque and Stephan Klee. Each director has one vote, and the approval of
a majority is required to approve any action of PFTA GP, in its individual capacity or its capacity as the general partner of the Initial
Sponsor. Under the "rule of three", if voting and dispositive decisions regarding an entity's securities are made by
three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of
the individuals is deemed a beneficial owner of the entity's securities. This is the situation with regard to the Initial Sponsor.
Based upon the foregoing analysis, no individual director of PFTA GP exercises voting or dispositive control over any of the securities
held by PFTA GP or our Sponsor, even those in which he or she holds a direct pecuniary interest. Accordingly, none of them will be deemed
to have or share beneficial ownership of such shares.

 (5)
 Based solely on the Schedule 13G/A filed by Periscope
Capital Inc. ("Periscope") with the SEC on February 9, 2024. Periscope, which is the beneficial owner of 126,494 Class
A ordinary shares, acts as investment manager of, and exercises investment discretion with respect to, certain private investment funds
(each, a "Periscope Fund") that collectively directly own 223,105 Class A ordinary shares. The business address of Periscope
is 333 Bay Street, Suite 1240, Toronto, Ontario, Canada M5H 2R2.

 (6)
 Includes Class A ordinary shares beneficially held by Dryden
Capital, LLC, a Delaware limited liability company ("Dryden"), based solely on the Schedule 13G filed by Dryden with
the SEC on February 13, 2024. The business address of Dryden is 777 Brickell Ave, Suite 500, Miami FL 33131.

 (7)
 Includes Class A ordinary shares beneficially held by Polar
Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada ("Polar"), which serves as the investment
advisor to Polar Multi-Strategy Master Fund, a Cayman Islands exempted company ("PMSMF") with respect to the Class A ordinary
shares directly held by PMSMF, based solely on the Schedule 13G/A filed by Polar, with the SEC on February 9, 2024. The business
address of Polar is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

 (8)
 Includes Class A ordinary shares beneficially held by Fir
Tree Capital Management LP, a Delaware limited partnership and investment adviser ("Fir Tree"), based solely on the Schedule 13G
filed by Fir Tree with the SEC on February 14, 2024. The business address of Fir Tree is 500 5th Avenue, 9th Floor, New York, New
York 10110.

 ITEM 13. CERTAIN RELATIONSHIPS
 AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 Founder Shares

 On March 22, 2021, the Initial Sponsor paid $25,000, or approximately $0.003 per share, to cover
 certain offering costs in consideration for 7,187,500 Class B ordinary shares, par
 value $0.0001 (the "Founder Shares"). On April 30, 2021, the Initial Sponsor transferred an aggregate of 125,000 Founder Shares to
 five independent directors (each received 25,000 Founder Shares). On April 30, 2021, the Initial Sponsor transferred an aggregate of 30,000 Founder Shares to
 three advisors (each received 10,000 Founder Shares). On June 15, 2021, the Initial Sponsor surrendered an aggregate of 1,437,500 Class B ordinary
 shares for no consideration, which were cancelled, resulting in an aggregate of 5,750,000
 Class B ordinary shares issued and outstanding. On July 20, 2021, the Initial Sponsor received an additional 1,150,000 Class B ordinary shares
 resulting in an aggregate of 6,900,000 Class B ordinary shares issued and outstanding.
 Up to 900,000 Founder Shares were subject to forfeiture by the Initial Sponsor depending
 on the extent to which the underwriters' over-allotment option was exercised. On August 5, 2021, the underwriters partially exercised the over-allotment option to purchase
 an additional 1,911,379 Units; thus, 422,155 Class B ordinary shares were forfeited.
 As of December 31, 2023 and December 31, 2022, the Company had 6,477,845 of Class B ordinary shares issued and outstanding.

 The sale or transfers of the Founders Shares to independent directors and advisors
 on April 30, 2021, as described above, is within the scope of ASC Topic 718, "Compensation-Stock
 Compensation" ("ASC 718"). Under ASC 718, stock-based compensation associated with
 equity-classified awards is measured at fair value upon the grant date. The Founders
 Shares were effectively sold or transferred subject to a performance condition (i.e.,
 the occurrence of a Business Combination). Compensation expense related to the Founders
 Shares is recognized only when the performance condition is probable of occurrence
 under the applicable accounting literature in this circumstance. A Business Combination
 is not probable until it is completed. Stock-based compensation would be recognized
 at the date a Business Combination is considered probable in an amount equal to the
 number of Founders Shares times the grant date fair value per share (unless subsequently
 modified) less the amount initially received for the purchase of the Founders Shares.
 The fair value at the grant date is deemed to be de minimis. As of December 31, 2023 and December 31, 2022, the Company determined that a Business Combination was not considered probable
 because no Business Combination has been completed, and therefore, no stock-based
 compensation expense has been recognized.

 Pursuant to the Letter Agreement, the Company's sponsors and current and former officers, directors and certain advisors have agreed
 not to transfer, assign or sell any of its Founder Shares until the earlier to occur
 of: (A) one year after the completion of a Business Combination or (B) following the
 completion of an initial Business Combination, the date on which the Company completes
 a liquidation, merger, capital stock exchange or similar transaction that results
 in the Company's shareholders having the right to exchange their ordinary shares for cash, securities
 or other property. Notwithstanding the foregoing, if the last sale price of the Company's Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
 splits, share dividends, reorganizations, recapitalizations and the like) for any
 20 trading days within any 30-trading day period commencing at least 150 days after
 the Business Combination, the Founder Shares will be released from the lock-up.

 On July 21, 2023,
the Initial Sponsor sold 4,215,230 Class B ordinary shares ("Transferred Shares") and 4,392,123 Private Placement Warrants
("Transferred Warrants" and collectively with the Transferred Shares, the "Transferred Securities") to the New
Sponsor, pursuant to the Purchase Agreement dated July 12, 2023 for an aggregate purchase price of $1.00. Pursuant to the Purchase
Agreement, up to 650,000 Transferred Shares (the "Extension Shares") may be assigned to or transferred by the Initial Sponsor
to certain investors who have entered into non-redemption agreements and up to 1,457,615 Transferred Shares (the "Financing Shares")
may be assigned or transferred in Sponsors' sole discretion in connection with obtaining additional bona fide financing for the
Company prior to the Business Combination.

 Private Placement Warrants

 Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased
 an aggregate of 6,333,334 Private Placement Warrants at a price of $1.50 per warrant
 (for consideration of $9,500,000 in the aggregate). On August 5, 2021, simultaneously with the issuance and sale of the over-allotment units, the
 Company consummated the sale of an additional 254,850 Private Warrants at $1.50 per
 Private Placement Warrant, generating additional gross proceeds of $382,275.

 Each Private Placement Warrant is identical to the warrants offered in the Initial
 Public Offering, except there will be no redemption rights or liquidating distributions
 from the trust account with respect to Private Placement Warrants, which will expire
 worthless if we do not consummate a Business Combination within the Combination Period.

 Share Based Compensation

 Effective as of August 11, 2023, the Company entered into a twelve-month consultant agreement with John Stanfield,
 pursuant to which he has agreed to serve as Chief Financial Officer of the Company in exchange
 for the ability to acquire 5 Class B Units of the Sponsor, which will correspond to one half of one percent (0.5%) of our Class B ordinary
 shares held by the Sponsor. The Company determined the value of the services performed will be recognized over
 the engagement period. As of December 31, 2023, the share-based compensation expense for this consultant agreement is considered
 de minimis.

 Cancelled Promissory Note - Related Party

 On March 22, 2021,
the Initial Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering
pursuant to a promissory note (the "Note"). The Note is non-interest bearing, unsecured and due upon the earlier of (i) September 30,
2021 or (ii) the consummation of the Initial Public Offering. We borrowed approximately $181,000 under the Note. On August 31, 2021,
we repaid the Note in full.

 On April 5, 2023, the Company issued a promissory note (the "Promissory Note") to the Initial
 Sponsor, pursuant to which the Company was entitled to borrow up to $1,250,000 from
 the Initial Sponsor to fund the Company's working capital expenses prior to completion of any potential initial Business Combination.
 Also on April 5, 2023, the Company made a draw on the Promissory Note of $1,250,000. The Promissory
 Note was non-interest bearing and payable on the earlier of July 23, 2023 and the date on which the Company consummates a Business Combination. On July 21, 2023, the Initial Sponsor cancelled and forgave the Promissory Note in connection
 with the closing under the Purchase Agreement. As of December 31, 2023, there were no amounts outstanding under this Promissory Note.

 Related Party Loans

 In order to finance transaction costs in connection with a Business Combination, the
 Company's sponsors, one or more affiliate of the Company's sponsors, or the Company's officers and directors may, but are not obligated to, loan the Company funds as
 may be required (the "Working Capital Loans"). Such Working Capital Loans would be
 evidenced by promissory notes. The notes would either be repaid upon consummation
 of a Business Combination, without interest, or, at the lender's discretion, up to $1,500,000 of notes may be converted upon consummation of a Business
 Combination into warrants at a price of $1.50 per warrant. The warrants will be identical
 to the Private Placement Warrants. In the event that a Business Combination does not
 close, the Company may use a portion of proceeds held outside the Trust Account to
 repay the Working Capital Loans, but no proceeds held in the Trust Account would be
 used to repay the Working Capita Loans. As of December 31, 2023, there were no amounts outstanding under the Working Capital Loans.

 Registration Rights Agreement

 Pursuant to a registration rights agreement originally entered into on July 21, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants
 that may be issued upon conversion of the Working Capital Loans (and in each case
 holders of their component securities, as applicable) are entitled to registration
 rights requiring the Company to register such securities for resale (in the case of
 the Founder Shares, only after conversion to our Class A ordinary shares). The holders
 of the majority of these securities are entitled to make up to three demands, excluding
 short form demands, that the Company register such securities. In addition, the holders
 have certain "piggy-back" registration rights with respect to registration statements
 filed subsequent to the consummation of a Business Combination and rights to require
 the Company to register for resale such securities pursuant to Rule 415 nder the Securities Act. The Company will bear the expenses incurred in connection
 with the filing of any such registration statements.

 Administrative Services and Reimbursement Agreement

 Pursuant to an administrative services and reimbursement agreement, on or prior to
 the closing of the Business Combination, the Company was obligated to reimburse the
 Initial Sponsor or its affiliates for formation and other pre-Initial Public Offering
 expenses incurred on the Company's behalf not to exceed $900,000. Further, commencing on July 21, 2021 and until completion of the Company's initial Business Combination or liquidation, the Company was required to (a) reimburse
 the Initial Sponsor or its affiliates up to an amount of $10,000 per month for office
 space and secretarial, administrative and other services and (b) reimburse the Initial
 Sponsor or its affiliates for any out-of-pocket expenses (or an allocable portion
 thereof), to the extent that any of them incurs expenses related to identifying, investigating,
 negotiating and completing an initial Business Combination (including any travel expenses).
 In addition, commencing on July 21, 2021 and until completion of the Company's initial Business Combination or liquidation, the Company was required to reimburse
 the Initial Sponsor or its affiliates monthly for compensation expenses of employees
 dedicated to the Company (including the Chief Financial Officer) not to exceed $900,000
 per year. Under the agreement, the Company was also required to Indemnify the Initial
 Sponsor and its affiliates for any claims made by the Company or a third party and
 resulting liabilities in respect of any investment opportunities sourced by them and
 any liability arising with respect to their activities in connection with the Company's affairs. Such indemnity provides that the indemnified parties cannot access the
 funds held in the Trust Account.

 The Company recognized approximately $514,000 and $998,000 in connection with such services for the year ended December 31, 2023 and 2022,
respectively, which is included in general and administrative expenses in the accompanying statements of operations. The Company owes
the Sponsor approximately $0 and $741,000 for the period ended December 31, 2023 and 2022, respectively, for reimbursement of out-of-pocket
expenses which is included in accrued expenses on the balance sheets. The administrative services agreement was
 terminated in connection with the closing under the Purchase Agreement.

 The Initial Sponsor had paid
 expenses on behalf of the Company prior to the Company's Initial Public Offering in an amount of approximately $433,000, for
 which approximately $272,000 was related to offering costs. The Company repaid the amount to the Initial Sponsor on August 1,
 2021. As of December 31, 2023 and 2022, there were no amounts outstanding due to any sponsor for offering costs.

 Underwriter's Agreement

 We granted the underwriters
a 45-day option to purchase up to 3,600,000 additional Units to cover over-allotments at the Initial Public Offering price, less the
underwriting discounts and commissions. On August 5, 2021, the underwriters partially exercised the over-allotment option to purchase
an additional 1,911,379 Units and forfeited the option to exercise the remaining 1,688,621 Units.

 The underwriters were paid a cash underwriting discount of 2.00% of the gross proceeds
 of the Initial Public Offering, or $5,182,275. In addition, the underwriters are entitled
 to a deferred fee of three and half percent (3.50%) of the gross proceeds of the Initial
 Public Offering, or $9,068,983.

 On August 15, 2022, one of the underwriters waived its entitlement to the payment of any deferred
 fee to be paid under the terms of the underwriting agreement and is no longer serving
 in an advisor capacity. As a result, the Company recognized $298,484 of income and
 $6,231,184 was recorded to additional paid-in capital in relation to the reduction
 of the deferred underwriter fee. In June of 2023, the remaining underwriters waived
 their entitlement to the payment of any deferred fee to be paid under the terms of
 the underwriting agreement and is no longer serving in an advisor capacity. As a result,
 the Company recognized $352,969 of income and $2,186,346 was recorded to additional
 paid-in capital in relation to the reduction of the deferred underwriter fee. As of
 December 31, 2023 and December 31, 2022, the deferred underwriting fee payable was $0 and $2,539,315, respectively.

 Non-Redemption Agreements

 On July 14, 2023, July 17, 2023, July 18, 2023 and July 19, 2023, the Company and the Initial Sponsor entered into non- redemption agreements
 (each, a "Non-Redemption Agreement") with certain unaffiliated third parties (each,
 a "Holder," and collectively, the "Holders") in exchange for the Holder or Holders
 agreeing either not to request redemption in connection with the Extension (as defined
 below) or to reverse any previously submitted redemption demand in connection with
 the Extension with respect to an aggregate of 2,166,667 Class A ordinary shares, par
 value $0.0001 per share (the "Class A ordinary shares"), of the Company sold in its
 initial public offering (the "IPO") at the extraordinary general meeting called by
 the Company to, among other things, approve an amendment to the Company's amended and restated memorandum and articles of association to extend the date by
 which the Company must consummate an initial Business Combination from 24 months from
 the completion of the Company's IPO to 36 months from the completion of the Company's IPO or such earlier date as is determined by the board of directors of the Company
 to be in the best interests of the Company (the "Extension"). In consideration of
 the Non-Redemption Agreements, immediately prior to, and substantially concurrently
 with, the closing of an initial Business Combination, (i) the Sponsor (or its designees or transferees) has agreed to surrender and forfeit to the Company
 for no consideration an aggregate of approximately 0.6 million shares of the Company's Class B ordinary shares, par value $0.0001 per share, held by the Sponsor (the "Forfeited Shares") and (ii) the Company shall issue to the Holders a number
 of Class A ordinary shares equal to those underlying the Forfeited Shares.

 The Non-Redemption Agreements are accounted for under Topic 5T which concludes that
 the fair value of the shares transferred will be recorded within equity upon the date
 the shares are granted to the holder, which is the date a business combination is
 consummated.

 Subscription Agreement

 On August 1, 2023, the Company entered into the Subscription Agreement with Polar Multi-Strategy
 Master Fund and the Sponsor, pursuant to which the parties agreed, among other things,
 that: (i) the Investor will make Investor Capital Contribution to Sponsor in an aggregate
 amount of $1,300,000 as follows: (i) an initial tranche of $650,000, to be paid within
 five business days of the date of the Subscription Agreement, (ii) a second tranche
 of up to $325,000, to be paid following the Company's announcement of executing an agreement for the Company's initial business combination, and (iii) a third tranche of up to $325,000, to be
 paid after the Company files an initial registration statement with the SEC related
 to initial business combination. At the request of the Sponsor, the Investor may agree,
 in its sole discretion, to fund up to an additional $200,000 at any time; (ii) the
 Investor Capital Contribution will in turn be loaned the SPAC Loan by the Sponsor
 to the Company to cover working capital expenses. The SPAC Loan will not accrue interest
 and will be repaid by the Company upon the De-SPAC Closing. The Sponsor will pay to
 the Investor all repayments of the SPAC Loan the Sponsor has received within five
 business days of the date of receipt. The Investor may elect at the De-SPAC Closing
 to receive such payments in cash or shares of Class A common stock at a rate of one
 share of Class A common stock for each $10 of the Capital Contribution; (iii) in consideration
 of the Investor Capital Contribution, at the De-SPAC Closing the Company will issue
 to the Investor 0.9 shares of Class A Common Stock for each dollar of the Investor
 Capital Contribution funded by the Investor, which shares shall be subject to no transfer
 restrictions or any other lock-up provisions, earn outs, or other contingencies and
 shall be registered as part of any registration statement to be filed in connection
 with the De-SPAC Closing or, if no such registration statement is filed in connection
 with the De-SPAC Closing, pursuant to the first registration statement to be filed
 by the Company or the surviving entity following the De-SPAC Closing; and (iv) if the Company liquidates without consummating a De-SPAC, any amounts remaining in
 the Sponsor or the Company's cash accounts, not including the Company's trust account, will be paid to the Investor within five days of the liquidation.

 Policy for Approval of Related Party Transactions

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

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

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

 Audit Fees. Audit fees consist of fees billed for professional services rendered for the audit
 of our year-end financial statements, review of our quarterly financial statements
 and services that are normally provided by Marcum in connection with 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 for the respective periods and other required filings with the SEC
 for the year ended December 31, 2023 and 2022, including services rendered in connection with our initial public
 offering, totaled approximately $117,643 and $77,250 respectively. The above amounts include interim procedures and audit
 fees, as well as attendance at audit committee meetings.

 Audit-Related Fees. Audit-related services consist of fees billed for assurance and related services
 that are reasonably related to performance of the audit or review of our financial
 statements and are not reported under "Audit Fees." These services include attest
 services that are not required by statute or regulation and consultations concerning
 financial accounting and reporting standards. We did not pay Marcum for consultations
 concerning financial accounting and reporting standards for the year ended December 31, 2023 and 2022.

 Tax Fees. We did not pay Marcum for tax planning and tax advice for the year ended December 31, 2023 and 2022.

 All Other Fees. We did not pay Marcum for other services for the year ended December 31, 2023 and 2022.

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 (a)

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

 (1)

 Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm

 Balance Sheets

 Statements of Operations

 Statements of Changes in Shareholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 (2)

 Financial Statement Schedules:

 None.

 (3)

 Exhibits

 Exhibit
 Number

 Description

 2.1

 Business
 Combination Agreement, dated as of February 6, 2024, by and among Perception Capital Corp. III, RBio Energy Holdings Corp.,
 Perception RBio Merger Sub, and RBio Energy Corporation (incorporated by reference to Exhibit 2.1 to the Company's Current
 Report on Form 8-K (File No. 001-40639), filed with the Securities and Exchange Commission on February 12, 2024). +

 3.1

 Amended
and Restated Memorandum and Articles of Association, dated July 20, 2021, of the Company (incorporated by reference
to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-40639), filed with the Securities and Exchange
Commission on July 23, 2021).

 3.2

 Amendments to Amended and Restated Memorandum and Articles of Association of the Company (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-40639), filed with the Securities and Exchange Commission on July 26, 2023).

 3.3

 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K (File No. 001-40639), filed with the Securities and Exchange Commission on October 16, 2023).

 4.1

 Specimen
 Unit Certificate (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1 (File No. 333-257185),
 filed with the Securities and Exchange Commission on June 21, 2021).

 4.2

 Specimen
 Class A Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to the Company's Registration Statement on Form
 S-1 (File No. 333-257185), filed with the Securities and Exchange Commission on June 21, 2021).

 4.3

 Specimen
 Warrant Certificate (incorporated by reference to Exhibit 4.3 to the Company's Registration Statement on Form S-1 (File No.
 333-257185), filed with the Securities and Exchange Commission on June 21, 2021).

 4.4

 Warrant
 Agreement, dated July 20, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent
 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K (File No. 001-40639, filed with
 the Securities and Exchange Commission on July 23, 2021).

 4.5

 Description of Registrant's Securities (incorporated by reference to Exhibit 4.5 to the Company's Annual Report on Form 10-K (File No. 001-40639), filed with the Securities and Exchange Commission on March 13, 2023).

 10.1

 Letter
 Agreement, dated July 20, 2021, among the Company, the Sponsor and the Company's officers and directors (incorporated
 by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K (File No. 001-40639, filed with the Securities
 and Exchange Commission on July 23, 2021).

 10.2

 Promissory
 Note, dated as of March 22, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.6 to the Company's
 Registration Statement on Form S-1, as amended (File No. 333-257185), filed with the Securities and Exchange Commission on June 21,
 2021).

 10.3

 Registration
 and Shareholder Rights Agreement, dated July 20, 2021, among the Company, the Sponsor and certain other equityholders named
 therein (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K (File No. 001-40639, filed
 with the Securities and Exchange Commission on July 23, 2021).

 10.4

 Private
 Placement Warrants Purchase Agreement, dated July 20, 2021, between the Company and the Sponsor (incorporated by reference to
 Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-40639, filed with the Securities and Exchange Commission
 on July 23, 2021).

 10.5

 Administrative
 Services Agreement, dated July 20, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.5 to the
 Company's Current Report on Form 8-K (File No. 001-40639, filed with the Securities and Exchange Commission on July 23,
 2021).

 10.6

 Securities
 Subscription Agreement, dated March 22, 2021, between the Company and the Sponsor (incorporated by reference to Exhibit 10.7
 to the Company's Registration Statement on Form S-1 (File No. 333-257185), filed with the Securities and Exchange Commission
 on June 21, 2021).

 10.7

 Form
 of Indemnification Agreement (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-1,
 as amended (File No. 333-257185), filed with the Securities and Exchange Commission on June 21, 2021).

 10.8

 Investment
 Management Trust Account Agreement, dated July 20, 2021, between the Company and Continental Stock Transfer & Trust Company,
 as trustee (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K (File No. 001-40639,
 filed with the Securities and Exchange Commission on July 23, 2021).

 10.8(a)

 Amendment No. 1 to Investment Management Trust Account Agreement, dated July 27, 2023, between the Company and Continental Stock Transfer & Trust Company, as trustee.*

 10.9

 Underwriting
 Agreement, dated as of July 20, 2021, by and between the Company, Goldman Sachs & Co. LLC and BTIG, LLC, as representatives
 of the several underwriters named therein (incorporated by reference to Exhibit 1.1 to the Company's Current Report on Form 8-K
 (File No. 001-40639, filed with the Securities and Exchange Commission on July 23, 2021).

 10.10

 Promissory Note, dated April 5, 2023, between the Company and PFTA I LP (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-40639, filed with the Securities and Exchange Commission on April 11, 2023).

 10.11

 Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-40639, filed with the Securities and Exchange Commission on July 14, 2023).

 10.12

 Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-40639, filed with the Securities and Exchange Commission on July 20, 2023).

 10.13

 Subscription Agreement dated August 1, 2023, by and among Polar Multi-Strategy Master Fund, Portage Fintech Acquisition Corporation and Perception Capital Partners IIIA, LLC (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-40639), filed with the Securities and Exchange Commission on August 7, 2023).

 10.14

 Amended and Restated Letter Agreement, dated July 21, 2023, by and among the Company, PFTA I, LP et al. and Perception Capital Partners IIIA LLC et al. (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q (File No. 001-40639, filed with the Securities and Exchange Commission on August 21, 2023).

 10.15

 Consultant Agreement, dated August 11, 2023, by and between the Company and John Stanfield (incorporated by reference to Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q (File No. 001-40639), filed with the Securities and Exchange Commission on November 20, 2023).

 10.16

 Sponsor Support Agreement, dated as of February 6, 2024, by and among Perception Capital Corp. III, Perception Capital Partners IIIA LLC, and RBio Energy Corporation (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K (File No. 001-40639), filed with the Securities and Exchange Commission on February 12, 2024).

 31.1

 Certification
 of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

 31.2

 Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).*

 32.1

 Certification
 of the Chief Executive Officer and the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C.
 1350.**

 97.1

 Perception Capital Corp. III Policy for Recovery of Erroneously Awarded Compensation.*

 101.INS

 101.SCH

 101.CAL

Linkbase*

document and contained in Exhibit 101)*

 *
 Filed herewith

 **
 Furnished herewith

 Management compensatory contract or arrangement.

 +

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

 SIGNATURES

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

 By:

 /s/ Rick Gaenzle

 Name:

 Rick Gaenzle

 Title:

 Chief Executive Officer

 (Principal Executive Officer)

 By:

 /s/ John Stanfield

 Name:

 John Stanfield

 Title:

 Chief Financial Officer

 (Principal Financial and Accounting Officer)

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

 Name

 Title

 Date

 /s/ Rick Gaenzle

 Chief Executive Officer and Director

 Rick Gaenzle

 (Principal Executive Officer)

 /s/ John Stanfield

 Chief Financial Officer

 John Stanfield

 (Principal Financial and Accounting Officer)

 /s/ Scott Honour

 Chairman of the Board of Directors

 Scott Honour

 /s/ R. Rudolph Reinfrank

 R. Rudolph Reinfrank

 /s/ Thomas J. Abood

 Thomas J. Abood

 /s/ Karrie Willis

 Karrie Willis

 INDEX TO FINANCIAL STATEMENTS

 Report of Independent Registered Public Accounting Firm (PCAOB No. 688)

 Financial Statements:

 Balance Sheets

 Statements of Operations

 Statements of Changes in Shareholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 F-7 to F-26

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

 Perception
Capital Corp. III

 (f/k/a
Portage Fintech Acquisition Corporation)

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheet s of Perception Capital Corp. III (f/k/a Portage Fintech Acquisition Corporation) (the
"Company") as of December 31, 2023 and 2022, the related statements of operations, changes in shareholders' deficit
and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the
"financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial
position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years
in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 Explanatory
Paragraph – Going Concern

 The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note
1 to the financial statements, the Company is a Special Purpose Acquisition Corporation that was formed for the purpose of effectuating
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or
more businesses or entities on or before July 23, 2024. The Company entered into a business combination agreement with a business combination
target on February 6, 2024; however, the completion of this transaction is subject to the approval of the Company's shareholders
among other conditions. There is no assurance that the Company will obtain the necessary approvals, satisfy the required closing conditions,
raise the additional capital it needs to fund its operations, and complete the transaction prior to July 23, 2024, if at all. The Company
also has no approved plan in place to extend the business combination deadline and fund operations for any period of time after July
23, 2024, in the event that it is unable to complete a business combination by that date. These matters raise substantial doubt about
the Company's ability to continue as a going concern. Management's plans with regard to these matters are also described
in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable to continue as
a going concern.

 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.

 Boston, MA

 F- 2

 BALANCE SHEETS

2023

2022

 ASSETS

 Current assets

 Cash

 $
 102,925

 $
 368,687

 Prepaid expenses

 302,339

 497,054

 Total current assets

 405,264

 865,741

 Investments held in Trust Account

 41,678,895

 263,269,821

 Total Assets

 $
 42,084,159

 $
 264,135,562

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

 Current liabilities

 Accrued expenses

 $
 1,213,065

 $
 1,859,194

 Total current liabilities

 1,213,065

 1,859,194

 Subscription agreement liability

 650,000

 -

 Warrant liabilities

 1,827,037

 3,045,062

 Deferred underwriting fee payable

 -

 2,539,315

 Total liabilities

 3,690,102

 7,443,571

 Commitments and
 Contingencies (Note 7)

 Class A ordinary shares subject to possible redemption; 3,910,370 and 25,911,379 shares at redemption value as of December 31, 2023 and 2022, respectively

 41,678,895

 263,269,821

 Shareholders' Deficit

 Preference shares, $ 0.0001 par value; 1,000,000 shares authorized; none issued or outstanding

 -

 -

 Class A ordinary shares, $ 0.0001 par value; 300,000,000 shares authorized; no shares issued or outstanding (excluding 3,910,370 and 25,911,379 shares subject to possible redemption) as of December 31, 2023 and 2022, respectively

 -

 -

 Class B ordinary shares, $ 0.0001
 par value; 30,000,000
 shares authorized; 6,477,845
 shares issued and outstanding as of December 31, 2023 and 2022, respectively

 Additional paid-in capital

 -

 2,626,104

 Accumulated deficit

 ( 3,285,486
)

 ( 9,204,582
)

 Total Shareholders' Deficit

 ( 3,284,838
)

 ( 6,577,830
)

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

 $
 42,084,159

 $
 264,135,562

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

 F- 3

 STATEMENTS OF OPERATIONS

2023

2022

 Operating expenses:

 General and administrative expenses

 $
 3,285,023

 $
 2,721,330

 Loss from operations

 ( 3,285,023
)

 ( 2,721,330
)

 Other income:

 Change in fair value of warrant liabilities

 1,218,025

 6,857,978

 Other income attributable to derecognition of deferred underwriting fee allocated to offering costs

 352,969

 298,484

 Forgiveness of debt

 1,333,584

 -

 Investment income earned on Trust Account

 7,528,510

 4,120,869

 Total other income

 10,433,088

 11,277,331

 Net income

 $
 7,148,065

 $
 8,556,001

 Weighted average Class A ordinary shares outstanding, basic and diluted

 16,206,824

 25,911,379

 Basic and diluted net income per ordinary share, Class A

 $
 0.32

 $
 0.26

 Weighted average Class B ordinary shares outstanding, basic and diluted

 Basic and diluted net income per ordinary share, Class B

 $
 0.32

 $
 0.26

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

 F- 4

 STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

 Class
A
 Ordinary
Shares

 Class
B
 Ordinary
Shares

 Additional
 Paid-in

 Accumulated

 Total
 Shareholders'

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance – January 1, 2022

 -

 $
 -

 $

 -

 $
 ( 17,209,632
)

 $
 ( 17,208,984
)

 Reduction of deferred underwriter fees

 -

 -

 -

 -

 -

 Remeasurement of Class A ordinary shares to redemption value

 -

 -

 -

 -

 ( 3,605,080
)

 ( 550,951
)

 ( 4,156,031
)

 Net income

 -

 -

 -

 -

 -

 8,556,001

 8,556,001

 Balance – December 31, 2022

 -

 $
 -

 $

 $
 2,626,104

 $
 ( 9,204,582
)

 $
 ( 6,577,830
)

 Reduction of deferred underwriter fees

 -

 -

 -

 -

 2,186,346

 -

 2,186,346

 Debt forgiven by initial sponsor
 PFTA I LP (Note 6)

 -

 -

 -

 -

 1,487,092

 -

 1,487,092

 Remeasurement of Class A ordinary shares to redemption value

 -

 -

 -

 -

 ( 6,299,542)

 ( 1,228,969
)

 ( 7,528,511
)

 Net income

 -

 -

 -

 -

 -

 7,148,065

 7,148,065

 Balance – December 31, 2023

 -

 $
 -

 $

 $
 -

 $
 ( 3,285,486
)

 $
 ( 3,284,838
)

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

 F- 5

 STATEMENTS OF CASH FLOWS

2023

2022

 Cash Flows from Operating Activities:

 Net income

 $
 7,148,065

 $
 8,556,001

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

 Investment income from Trust Account

 ( 7,528,510
)

 ( 4,120,869
)

 Reduction of deferred underwriter fee payable

 ( 352,969
)

 ( 298,484
)

 Change in fair value of warrant liabilities

 ( 1,218,025
)

 ( 6,857,978
)

 Forgiveness of debt

 ( 1,333,584
)

 -

 Changes in operating assets and liabilities:

 Prepaid expenses

 194,715

 831,397

 Accrued expenses

 924,546

 1,088,571

 Net cash used in operating activities

 ( 2,165,762
)

 ( 801,362
)

 Cash Flows from Investing Activities:

 Cash withdrawn from Trust Account in connection with redemption

 229,119,437

 -

 Net cash provided by investing activities

 229,119,437

 -

 Cash Flows from Financing Activities:

 Proceeds from subscription agreement liability

 650,000

 -

 Proceeds from promissory note - related party

 1,250,000

 -

 Payments for redemptions of Class A ordinary shares

 ( 229,119,437
)

 -

 Net cash used in financing activities

 ( 227,219,437
)

 -

 Net Change in Cash

 ( 265,762
)

 ( 801,362
)

 Cash – Beginning

 368,687

 1,170,049

 Cash – Ending

 $
 102,925

 $
 368,687

 Non-Cash Investing and Financing Activities:

 Remeasurement of Class A ordinary shares to redemption value

 $
 7,528,511

 $
 4,156,031

 Reduction of deferred underwriter fees

 $
 2,539,315

 $
 6,529,668

 Debt forgiven by initial sponsor PFTA I LP

 $
 1,487,092

 $
 -

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

 F- 6

 NOTE
 1. DESCRIPTION OF ORGANIZATION, BUSINESS OPERATIONS AND GOING CONCERN

 Perception Capital Corp. III (the "Company") is a blank check company incorporated
 in the Cayman Islands on March 17, 2021. Effective October 11, 2023, the Company changed its name from "Portage Fintech Acquisition Corporation."
 The Company was formed for the purpose of effectuating a merger, capital stock exchange,
 asset acquisition, stock purchase, reorganization or other similar business combination
 with one or more businesses (the "Business Combination"). The Company is an early
 stage and emerging growth company and, as such, the Company is subject to all of the
 risks associated with early stage and emerging growth companies.

 As of December 31, 2023, the Company had not yet commenced any operations. All activity for the period
 March 17, 2021 (inception) through December 31, 2023 relates to the Company's formation, the initial public offering (the "Initial Public Offering"), which is
 described below, and subsequent to the Initial Public Offering, identifying a target
 company for a Business Combination. The Company will not generate any operating revenues
 until after the completion of its initial Business Combination, at the earliest. The
 Company generates non-operating income in the form of interest income from the securities
 held in the Trust Account. The Company has selected December 31 as its fiscal year end.

 The Company's initial sponsor was PFTA I LP, an Ontario limited partnership (the "Initial Sponsor").
 On July 21, 2023, the Initial Sponsor sold a portion of its Class B ordinary shares and Private
 Placement Warrants (defined below) to Perception Capital Partners IIIA LLC, a Delaware
 limited liability company (the "Managing Sponsor"), pursuant to a Securities Purchase
 Agreement dated July 12, 2023 (the "Purchase Agreement").

 The registration statement for the Company's Initial Public Offering was declared effective by the Securities and Exchange Commission
 (the "SEC") on July 20, 2021. On July 23, 2021, the Company consummated its Initial Public Offering of 24,000,000 units (the "Units" and, with respect to the Class A ordinary shares included in the
 Units being offered, the "Public Shares"), at $ 10.00 per Unit, generating gross proceeds of $ 240.0 million.

 The Company incurred offering costs in the Initial Public Offering totaling $ 14,355,016, consisting of $ 4,800,000 of underwriting fees, $ 8,400,000 of deferred underwriting fees, and $ 1,155,016 of other offering costs (see Note 3).

 Simultaneously with the closing of the Initial Public Offering, the Company consummated
 the private placement ("Private Placement") of 6,333,334 warrants (each, a "Private Placement Warrant" and collectively, the "Private Placement
 Warrants"), at a price of $ 1.50 per Private Placement Warrant with the Initial Sponsor, generating gross proceeds
 of $ 9,500,000 (see Note 5 and Note 9).

 Upon the closing of the Initial Public Offering and the Private Placement, an amount
 of $ 240.0 million ($ 10.00 per Unit) from the net proceeds of the Initial Public Offering and certain of the
 proceeds of the Private Placement were placed in a trust account ("Trust Account")
 with Continental Stock Transfer & Trust Company acting as trustee and invested in
 United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company
 Act") having a maturity of 185 days or less or in money market funds meeting certain
 conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S.
 government treasury obligations, as determined by the Company, until the earlier of:
 (i) the completion of a Business Combination and (ii) the distribution of the Trust
 Account as described below.

 On August 3, 2021, the underwriters notified the Company of their intention to partially exercise
 the over-allotment option on August 5, 2021 (the "Over-Allotment"). As such, on August 5, 2021, the Company consummated the sale of an additional 1,911,379 Units (the "Over-Allotment Units"), at $ 10.00 per Unit, and the sale of an additional 254,850 Private Placement Warrants, at $ 1.50 per Private Placement Warrant, generating total gross proceeds of $ 19,113,790 and $ 382,275, respectively. The underwriters forfeited the balance of the over-allotment option.
 A total of $ 19,113,790 of the net proceeds was deposited into the Trust Account, bringing the aggregate
 proceeds held in the Trust Account to $ 259,113,790 (see Note 3). The Company incurred additional offering costs of $ 1,051,258 in connection with the Over-Allotment (of which $ 668,983 was for deferred underwriting fees).

 F- 7

 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 the Private Placement
 Warrants, although substantially all of the net proceeds, which are placed in the
 Trust Account, are intended to be applied generally toward consummating a Business
 Combination. The Company's initial Business Combination must be with one or more target businesses that together
 have a fair market value equal to at least 80 % of the balance held in the Trust Account (less any deferred underwriting commissions
 and taxes payable on interest earned on the Trust Account) at the time the Company
 signs a definitive agreement in connection with the initial Business Combination.
 However, the Company will only complete a Business Combination if the post-Business
 Combination company owns or acquires 50 % or more of the outstanding voting securities of the target or otherwise acquires
 a controlling interest in the target sufficient for it not to be required to register
 as an investment company under the Investment Company Act.

 The Company will provide its holders of the outstanding Public Shares (the "Public
 Shareholders") with the opportunity to redeem all or a portion of their Public Shares
 upon the completion of a Business Combination either (i) in connection with a shareholder
 meeting called to approve the Business Combination pursuant to the proxy solicitation
 rules of the SEC or (ii) by means of a tender offer. In connection with a proposed
 Business Combination, the Company will be required to seek shareholder approval of
 a Business Combination at a meeting called for such purpose at which shareholders
 may seek to redeem their shares, regardless of whether they vote for or against a
 Business Combination. The Company will proceed with a Business Combination only if
 the Company has net tangible assets of at least $ 5,000,001 either immediately prior to or upon such consummation of a Business Combination and
 a majority of the outstanding shares voted are voted in favor of the Business Combination.

 Notwithstanding the foregoing, the Company's amended and restated memorandum and articles of association (the "Articles") provide
 that, a Public Shareholder, together with any affiliate of such shareholder or any
 other person with whom such shareholder is acting in concert or as a "group" (as defined
 under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be
 restricted from seeking redemption rights with respect to 15% or more of the Public
 Shares without the Company's prior written consent.

 The Public Shareholders will be entitled to redeem their shares for a pro rata portion
 of the amount then in the Trust Account (initially $10.00 per share, plus any pro
 rata interest earned on the funds held in the Trust Account and not previously released
 to the Company to pay its tax obligations). The per-share amount to be distributed
 to shareholders who redeem their shares will not be reduced by the deferred underwriting
 commissions the Company will pay to the underwriters. There will be no redemption
 rights upon the completion of a Business Combination with respect to the Company's warrants. These Public Shares are recorded at a redemption value and classified
 as temporary equity upon the completion of the Initial Public Offering, in accordance
 with Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities
 from Equity."

 If the Company is not required to conduct redemptions pursuant to the proxy solicitation
 rules as described above, the Company will, pursuant to its Articles, offer such redemption
 pursuant to the tender offer rules of the SEC, and file tender offer documents containing
 substantially the same information as would be included in a proxy statement with
 the SEC prior to completing a Business Combination.

 Pursuant to an amended and restated letter agreement dated July 21, 2023 (the "Letter Agreement"), the Company's sponsors and current and former officers, directors and certain advisors have agreed
 (a) to vote their Founder Shares (as defined in Note 8) and any Public Shares purchased
 during or after the Initial Public Offering in favor of a Business Combination, (b)
 not to redeem any shares (including the Founder Shares) into the right to receive
 cash from the Trust Account in connection with a shareholder vote to approve a Business
 Combination or a vote to amend the provisions of the Articles relating to shareholders' rights of pre-Business Combination activity and (c) that the Founder Shares shall
 not participate in any liquidating distributions upon winding up if a Business Combination
 is not consummated. However, the above-listed parties to the Letter Agreement will
 be entitled to liquidating distributions from the Trust Account with respect to any
 Public Shares purchased during or after the Initial Public Offering if the Company
 fails to complete its Business Combination.

 F- 8

 On July 21, 2023, the Company held an extraordinary general meeting of shareholders (the "Meeting").
 At the Meeting, the Company's shareholders approved two proposals to amend the Company's amended and restated memorandum and articles of association (the "Articles"). The
 first such proposal (the "Extension Amendment" and, such proposal, the "Extension
 Amendment Proposal") sought to amend the Articles to extend the date by which the
 Company must (1) consummate a Business Combination, (2) cease its operations except
 for the purpose of winding up if it fails to complete a Business Combination, and
 (3) redeem all of the Company's Class A ordinary shares sold in the Company's IPO, from 24 months from the closing of the IPO to 36 months from the closing of
 the IPO or such earlier date as is determined by our board of directors (the "Board")
 to be in the best interests of the Company. The second such proposal (the "Redemption
 Limitation Amendment" and such proposal, the "Redemption Limitation Amendment Proposal")
 sought to eliminate from the Articles the limitation that the Company shall not redeem
 Class A ordinary shares sold in the IPO to the extent that such redemption would cause
 the Company's net tangible assets to be less than $ 5,000,001.

 In connection with the vote to approve the Extension Amendment Proposal, effective
 as of July 21, 2023, holders of 22,001,009 Class A ordinary shares exercised their right to redeem their shares for cash at
 a redemption price of approximately $ 10.41 per share, for an aggregate redemption amount of approximately $ 229.1 million. As a result, approximately $ 40.7 million remained in the Company's trust account as of July 21, 2023 and 3,910,370 Class A ordinary shares remained outstanding.

 On October 11, 2023, the Company held an extraordinary general meeting of shareholders (the "Meeting")
 at which shareholders approved changing the name of the Company from "Portage Fintech
 Acquisition Corporation" to "Perception Capital Corp. III" (the "Name Change") and
 the amendment and restatement of the Company's amended and restated memorandum and articles of association to reflect the Name
 Change (the "Articles Amendment"). The Name Change and the Articles Amendment did
 not alter the voting powers or relative rights of the Company's ordinary shares. The Articles Amendment was filed with the Cayman Islands Registrar
 of Companies on October 11, 2023.

 If the Company is unable to complete a Business Combination by July 23, 2024 (the "Combination Period"), the Company will (i) cease all operations except
 for the purpose of winding up, (ii) as promptly as reasonably possible but no more
 than ten business days thereafter, redeem the Public Shares, at a per-share price,
 payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
 including interest earned on the funds held in the Trust Account and not previously
 released to the Company to pay taxes (less up to $ 100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
 Public Shares, which redemption will completely extinguish Public Shareholders' rights as shareholders (including the right to receive further liquidation distributions,
 if any), subject to applicable law, and (iii) as promptly as reasonably possible following
 such redemption, subject to the approval of the remaining shareholders and the Company's board of directors, proceed to commence a voluntary liquidation and thereby a formal
 dissolution of the Company, subject in each case to the requirements of applicable
 law, including any obligations to provide for claims of creditors. The underwriters
 have agreed to waive their rights to the deferred underwriting commission 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 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 $10.00.

 Pursuant to the Letter Agreement, the Managing Sponsor has agreed that it will be
 liable to the Company if and to the extent any claims by a third party for services
 rendered or products sold to the Company, or a prospective target business with which
 the Company has discussed entering into a transaction agreement, reduce the amount
 of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and
 (ii) the actual amount per Public Share held in the Trust Account as of the date of
 liquidation of the Trust Account, if less than $10.00 per share due to reductions
 in the value of the trust assets, less taxes payable, provided that such liability
 will not apply to any claims by a third party or prospective target business who executed
 a waiver of any and all rights to monies held in the Trust Account (whether or not
 such waiver is enforceable) nor will it apply to any claims under the Company's indemnity of the underwriters of the Initial Public Offering against certain liabilities,
 including liabilities under the Securities Act of 1933, as amended (the "Securities
 Act"). However, the Company has not asked the Managing Sponsor to reserve for such
 indemnification obligations, nor has the Company independently verified whether the
 Managing Sponsor has sufficient funds to satisfy its indemnity obligations and believe
 that the Managing Sponsor's only assets are securities of the Company. Therefore, the Company cannot assure
 its shareholders that the Managing Sponsor would be able to satisfy those obligations.
 Neither the Initial Sponsor nor any of the Company's officers or directors will indemnify the Company for claims by third parties including,
 without limitation, claims by vendors and prospective target businesses. The Company
 will seek to reduce the possibility that the Managing Sponsor will have to indemnify
 the Trust Account due to claims of creditors by endeavoring to have all vendors, service
 providers, prospective target businesses or other entities with which 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.

 F- 9

 Going Concern, Liquidity and Management's Plans

 As of December 31, 2023, the Company had $ 102,925 in its operating bank account and working capital deficit of $ 807,801.

 The Company has principally financed its operations from inception using proceeds
 from the sale of its equity securities to its shareholders prior to the Initial Public
 Offering and such amount of proceeds from the Private Placement that were placed in
 an account outside of the Trust Account for working capital purposes. Until the consummation
 of a Business Combination, the Company will be using the funds not held in the Trust
 Account for identifying and evaluating prospective acquisition candidates, performing
 due diligence on prospective target businesses, paying for travel expenditures, selecting
 the target business to acquire, and structuring, negotiating and consummating the
 Business Combination.

 The Company may need to raise additional capital through loans or additional investments
 from its sponsors, shareholders, officers, directors, or third parties. The Company's officers, directors and sponsors may, but are not obligated to (other than as described
 above), loan the Company funds, from time to time or at any time, in whatever amount
 they deem reasonable in their sole discretion, to meet the Company's working capital needs. Accordingly, the Company may not be able to obtain additional
 financing. If the Company is unable to raise additional capital, it may be required
 to take additional measures to conserve liquidity, which could include, but not necessarily
 be limited to, curtailing operations, suspending the pursuit of a potential transaction,
 and reducing overhead expenses. The Company cannot provide any assurance that new
 financing will be available to it on commercially acceptable terms, if at all.

 In connection with the Company's assessment of going concern considerations in accordance with Financial Accounting
 Standard Board's ("FASB") ASC Subtopic 205-40, "Presentation of Financial Statements - Going Concern,"
 the Company has until July 23, 2024 to consummate a Business Combination. It is uncertain whether the Company
 will be able to consummate a Business Combination by this time. If a Business Combination
 is not consummated by this date, there will be a mandatory liquidation and subsequent
 dissolution of the Company. Management has determined that the liquidity condition
 and mandatory liquidation, should a Business Combination not occur, raises substantial
 doubt about the Company's ability to continue as a going concern through approximately one year from the date
 these unaudited financial statements were issued. Management intends to consummate
 a Business Combination prior to July 23, 2024. These unaudited financial statements do not include any adjustments relating
 to the recovery of the recorded assets or the classification of the liabilities that
 might be necessary should the Company be unable to continue as a going concern.

 Risks and Uncertainties

 Management continues to evaluate the impact of the COVID-19 pandemic on the industry
 and has concluded that while it is reasonably possible that the virus could have a
 negative effect on the Company's financial position, results of its operations and/or search for a target company,
 the specific impact is not readily determinable as of the date of these financial
 statements. These financial statements do not include any adjustments that might result
 from the outcome of this uncertainty.

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

 F- 10

 NOTE 2. REVISION OF PREVIOUSLY ISSUED FINANCIAL
STATEMENTS

 In connection with the preparation
of the Company's financial statements as of December 31, 2023, management determined it should revise its previously reported financial
statements for the periods ended September 30, 2022, December 31, 2022, March 31, 2023, June 30, 2023 and September 30, 2023 due to identified
immaterial errors. The Company previously accounted for its remeasurement of Class A ordinary shares to redemption value against accumulated
deficit, rather than accounting for the remeasurement against additional paid-in capital when there was a balance. As a result, additional
paid-in capital was overstated and accumulated deficit was understated. The impact of the error affects the balance sheets and statements
of changes in shareholders' deficit for the three and nine months ended September 30, 2022, year ended December 31, 2022, three
months ended March 31, 2023, three and six months ended June 30, 2023 and three and nine months ended September 30, 2023.

 The revision had no impact
on the Company's cash position or amount held in the trust account.

 The Company concluded that
the impact of applying correction for these errors and misstatements on the aforementioned financial statements is not material.

 The impact of the revision
on the Company's financial statements is reflected in the following tables:

 Schedule
 Of Revision Of Previously Issued Financial Statements

 Unaudited Condensed Balance Sheet as of September 30, 2022

 ( 1,482,224

)

 4,748,960

 ( 11,894,629

)

 1,482,224

 ( 10,412,405

)

 Balance Sheet as of December 31, 2022

 ( 3,605,080

)

 2,626,104

 ( 12,809,662

)

 3,605,080

 ( 9,204,582

)

 Unaudited Condensed Balance Sheet as of March 31, 2023

 ( 6,231,184

)

 -

 ( 12,334,324

)

 ( 6,103,140

)

 Unaudited Condensed Balance Sheet as of June 30, 2023

 8,417,530

 ( 8,417,530

)

 -

 ( 11,517,577

)

 8,417,530

 ( 3,100,047

)

 Unaudited Condensed Balance Sheet as of September 30, 2023

 9,904,622

 ( 9,571,976

)

 332,646

 ( 11,593,628

)

 9,571,976

 ( 2,021,652

)

 Unaudited Condensed Statement of Changes in Shareholders' Deficit for the Nine Months Ended September 30, 2022

 ( 1,482,224

)

 4,748,960

 ( 11,894,629

)

 1,482,224

 ( 10,412,405

)

 Statement of Changes in Shareholders' Deficit for the Year Ended December 31, 2022

 ( 3,605,080

)

 2,626,104

 ( 12,809,662

)

 3,605,080

 ( 9,204,582

)

 Unaudited Condensed Statement of Changes in Shareholders' Deficit for the Three Months Ended March 31, 2023

 ( 6,231,184

)

 -

 ( 12,334,324

)

 ( 6,103,140

)

 Unaudited Condensed Statement of Changes in Shareholders' Deficit for the Six Months Ended June 30, 2023

 8,417,530

 ( 8,417,530

)

 -

 ( 11,517,577

)

 8,417,530

 ( 3,100,047

)

 Unaudited Condensed Statement of Changes in Shareholders' Deficit for the Nine Months Ended September 30, 2023

 9,904,622

 ( 9,571,976

)

 332,646

 ( 11,593,628

)

 9,571,976

 ( 2,021,652

)

 F- 11

 NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying financial statements are presented in conformity with accounting
 principles generally accepted in the United States of America ("GAAP") and pursuant
 to the rules and regulations of the SEC.

 Emerging Growth Company

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

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

 Use of Estimates

 The preparation of financial statements in conformity with GAAP requires management
 to make estimates and assumptions that affect the reported amounts of assets and liabilities
 and disclosure of contingent assets and liabilities at the date of the financial statements
 and the reported amounts of revenues and expenses during the reporting period.

 Making estimates requires management to exercise significant judgment. It is at least
 reasonably possible that the estimate of the effect of a condition, situation or set
 of circumstances that existed at the date of the financial statements, which management
 considered in formulating its estimate, could change in the near term due to one or
 future confirming events. Accordingly, the actual results could differ significantly
 from those estimates. One of the more significant accounting estimates included in
 these financial statements is the determination of the fair value of the warrant liabilities.
 Such estimates may be subject to change as more current information becomes available
 and, accordingly, the actual results could differ significantly from those estimates.

 Cash and Cash Equivalents

 The Company considers all short-term investments with an original maturity of three
 months or less when purchased to be cash equivalents. The Company did not have any
 cash equivalents as of December 31, 2023 and 2022. The Company had $ 102,925 and $ 368,687 of cash as of December 31, 2023 and 2022, respectively.

 F- 12

 Investments Held in Trust Account

 On July 27, 2023, the Company liquidated the U.S. government treasury
obligations or money market funds held in the Trust Account. The funds in the Trust Account are currently maintained in cash in an interest-bearing
demand deposit account at a bank until the earlier of consummation of the Company's initial Business Combination and liquidation.
Prior to July 27, 2023, the Company's portfolio of investments was comprised of U.S. government securities, within the meaning set
forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or investments in money market funds that
invest in U.S. government securities and generally have a readily determinable fair value, or a combination thereof. When the Company's
investments held in the Trust Account are comprised of U.S. government securities, the investments are classified as "Trading Securities"
in accordance with ASC 320 "Investments – Debt Securities". When the Company's investments held in the Trust Account
are comprised of money market funds, the investments are recognized at fair value. Trading securities and investments in money market
funds are presented on the balance sheets at fair value at the end of each reporting period. The change
in fair value of these securities is included in investment income earned on Trust Account in the accompanying statements of operations.
The estimated fair values of investments held in the Trust Account are determined using available market information. As of December 31, 2023 the Company had withdrawn a total of $ 229,119,437 from the Trust Account solely to satisfy payment obligations
in connection with the redemptions of Class A ordinary shares as discussed further in Note 1.

 Warrant Liabilities

 The Company evaluated the Public Warrants and the Private Placement Warrants (collectively,
 "Warrants", which are discussed in Note 4 and Note 9) in accordance with ASC 815-40,
 "Derivatives and Hedging — Contracts in Entity's Own Equity", and concluded that a provision in the warrant agreement related to
 certain tender or exchange offers precludes the Warrants from being accounted for
 as components of equity. As the Warrants meet the definition of a derivative as contemplated
 in ASC 815, the Warrants are recorded as derivative liabilities on the balance sheets
 and measured at fair value at inception (on the date of the Initial Public Offering)
 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.

 Class A Ordinary Shares Subject to Possible Redemption

 The Company accounts for its Class A ordinary shares subject to possible redemption
 in accordance with the guidance in ASC Topic 480 "Distinguishing Liabilities from
 Equity." Class A ordinary shares subject to mandatory redemption (if any) are classified
 as liability instruments and are measured at fair value. Conditionally redeemable
 Class A ordinary shares (including Class A 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, Class A ordinary
 shares are classified as shareholders' equity. The Company's Class A ordinary shares feature certain redemption rights that are considered to
 be outside of the Company's control and subject to the occurrence of uncertain future events. Accordingly, as
 of December 31, 2023 and 2022, Class A ordinary shares subject to possible redemption are presented
 as temporary equity, outside of the shareholders' deficit section of the Company's balance sheets. The Company recognizes changes in redemption value immediately as
 they occur and adjusts the carrying value of redeemable ordinary shares to equal the
 redemption value at the end of each reporting period. The dissolution expense of $ 100,000 is not included in the redemption value of the Class A ordinary shares subject to
 redemption since it is only taken into account in the event of the Company's liquidation. Immediately upon the closing of the Initial Public Offering, the Company
 recognized the remeasurement adjustment from carrying value to redemption value. Increases
 or decreases in the carrying amount of redeemable ordinary shares are affected by
 charges against additional paid-in capital (to the extent available) and accumulated
 deficit.

 At December 31, 2023 and 2022, the Class A ordinary shares subject to redemption reflected in the
 balance sheets are reconciled in the following table:

 Schedule
 of shares subject to redemption

 Change in

Class A

ordinary shares

 Change in

redemption value

 Class A ordinary
 shares subject to possible redemption at December 31, 2021

 25,911,379

 $
 259,113,790

 Add:

 Remeasurement of carrying value to redemption value

 -

 4,156,031

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

 25,911,379

 $
 263,269,821

 Less:

 Redemptions

 ( 22,001,009

)

 ( 229,119,437
)

 Add:

 Remeasurement of carrying value to redemption value

 -

 7,528,511

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

 3,910,370

 $
 41,678,895

 F- 13

 Income Taxes

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

 ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the
 financial statement recognition and measurement of tax positions taken or expected
 to be taken in a tax return. For those benefits to be recognized, a tax position must
 be more-likely-than-not to be sustained upon examination by taxing authorities. The
 Company recognizes accrued interest and penalties related to unrecognized tax benefits,
 if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023 and 2022. 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 Islands income tax regulations, income taxes are not levied
 on the Company. Consequently, income taxes are not reflected in the Company's financial statements. The Company's management does not expect that the total amount of unrecognized tax benefits will
 materially change over the next twelve months. In accordance with federal income tax
 regulations, income taxes are not levied on the Company, but rather on the individual
 owners. United States ("U.S.") taxation would occur on the individual owners if certain
 tax elections are made by U.S. owners and the Company were treated as a passive foreign
 investment company. Additionally, U.S. taxation could occur to the Company itself
 if the Company is engaged in a U.S. trade or business. The Company is not expected
 to be treated as engaged in a U.S. trade or business at this time.

 Net Income Per Ordinary Share

 Net income per share is computed by dividing net income by the weighted-average number
 of ordinary shares outstanding during the period.

 The contractual formula utilized to calculate the redemption amount approximates fair
 value. The Class A ordinary shares' feature to redeem at fair value means that there is effectively only one class of
 shares. Changes in fair value are not considered a dividend for the purposes of the
 numerator in the earnings per share calculation. Net income per ordinary share is
 computed by dividing the pro rata net income between the Class A ordinary shares and
 the Class B ordinary shares by the weighted average number of ordinary shares outstanding for
 each of the periods.

 The calculation of diluted income per ordinary share does not consider the effect
 of the warrants sold In the Initial Public Offering and the Private Placement to purchase
 an aggregate of 15,225,310 of the Company's Class A ordinary shares since the exercise of the warrants is contingent upon the
 occurrence of future events and the inclusion of such warrants would be anti-dilutive.

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

 Schedule of basic and diluted net income per ordinary share

2023

2022

 Class A

 Class B

 Class A

 Class B

 Basic and diluted net income per ordinary share

 Numerator:

 Allocation of net income

 $
 5,106,860

 $
 2,041,205

 $
 6,844,801

 $
 1,711,200

 Denominator:

 Basic and diluted weighted average shares outstanding

 16,206,824

 25,911,379

 Basic and diluted net income per ordinary share

 $
 0.32

 $
 0.32

 $
 0.26

 $
 0.26

 F- 14

 Concentration of Credit Risk

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

 Forgiveness of Debt

 On July 5, 2023, Kirkland & Ellis LLP agreed to waive outstanding legal fees totaling $ 1,483,584, in exchange for cash payment in the amount of $ 150,000 which will be repaid by the Initial Sponsor. Accordingly, $ 1,333,584 has been recorded as forgiveness of debt on the statement of operations and $ 150,000 is included in the contribution for debt forgiven by Initial Sponsor on the statement
 of changes in shareholders' deficit.

 On April 5, 2023, the Company issued a promissory note (the "Promissory Note") to the Initial
 Sponsor, pursuant to which the Company may borrow up to $ 1,250,000 from the Initial Sponsor to fund the Company's working capital expenses prior to completion of any potential initial Business Combination.
 Also on April 5, 2023, the Company made a draw on the Promissory Note of $ 1,250,000. The Promissory Note was non-interest bearing and payable on the earlier of July 23, 2023 and the date on which the Company consummates a Business Combination. On July 21, 2023, the Initial Sponsor cancelled and forgave the outstanding balance on the
 Promissory Note of $ 1,250,000 in connection with the closing under the Purchase Agreement. The total recorded as
 contribution in debt forgiven by Initial Sponsor on the statement of shareholders' deficit is $ 1,487,092.

 Fair Value of Financial Instruments

 The fair value of the Company's assets and liabilities approximates the carrying amounts represented in the accompanying
 balance sheets, primarily due to their short-term nature, except for the warrants
 (see Note 10).

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

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

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

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

 F- 15

 Offering Costs Associated with the Initial Public Offering

 Offering costs consisted of legal, accounting and other expenses incurred through
 the Initial Public Offering that were directly related to the Initial Public 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. Offering costs associated with warrant liabilities were expensed as incurred
 in the statements of operations. Offering costs associated with the Class A ordinary
 shares issued were charged to temporary equity and warrants upon the completion of
 the Initial Public Offering. Offering costs amounting to $ 14,705,275 were charged to shareholders' deficit upon the completion of the Initial Public Offering and $ 701,000 were expensed as of the date of the Initial Public Offering.

 Recently Issued Accounting Standards

 In August 2020, the FASB issued Accounting Standards Update ("ASU") 2020-06, "Debt — Debt with
 Conversion and Other Options" (Subtopic 470-20) and "Derivatives and Hedging — Contracts
 in Entity's Own Equity" (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain
 financial instruments. ASU 2020-06 eliminates the current models that require separation
 of beneficial conversion and cash conversion features from convertible instruments
 and simplifies the derivative scope exception guidance pertaining to equity classification
 of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible
 debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings per share guidance, including
 the requirement to use the if-converted method for all convertible instruments. ASU
 2020-06 is effective for the Company for the fiscal year beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption
 permitted. The Company is currently assessing the impact, if any, that ASU 2020-06
 would have on its financial position, results of operations or cash flows.

 In December 2023, the FASB
issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about a
reporting entity's effective tax rate reconciliation, as well as information related to income taxes paid to enhance the transparency
and decision usefulness of income tax disclosures. This ASU will be effective for the annual period ending December 31, 2025. The Company
is currently evaluating the timing and impacts of adoption of this ASU.

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

 NOTE 4. INITIAL PUBLIC OFFERING

 On July 23, 2021, the Company sold 24,000,000 Units at $ 10.00 per Unit, generating gross proceeds of $ 240,000,000, and incurring offering costs totaling $ 14,355,016, consisting of $ 4,800,000 of underwriting fees, $ 8,400,000 of deferred underwriting fees and $ 1,155,016 of other offering costs. On August 5, 2021, the Company completed the sale of additional 1,911,379 Over-Allotment Units to the underwriters, generating gross proceeds of $ 19,113,790, and incurring offering costs totaling $ 1,051,258, consisting of $ 382,275 of underwriting fees and $ 668,983 of deferred underwriting fees (see Note 7).

 Each Unit consists of one of the Company's Class A ordinary shares, par value $ 0.0001 per share, and one-third of one redeemable warrant ("Public Warrant"). Each whole
 Public Warrant entitles the holder to purchase one Class A ordinary shares at an exercise
 price of $ 11.50 per whole share (see Note 9).

 NOTE 5. PRIVATE PLACEMENT

 Simultaneously with the closing of the Initial Public Offering, the Initial Sponsor
 purchased an aggregate of 6,333,334 Private Placement Warrants at a price of $ 1.50 per warrant (for consideration of $9,500,000 in the aggregate). On August 5, 2021, simultaneously with the issuance and sale of the Over-Allotment Units, the
 Company consummated the sale of an additional 254,850 Private Placement Warrants at $ 1.50 per Private Placement Warrant, generating additional gross proceeds of $ 382,275.

 Each Private Placement Warrant is identical to the warrants offered in the Initial
 Public Offering, except there will be no redemption rights or liquidating distributions
 from the Trust Account with respect to Private Placement Warrants, which will expire
 worthless if we do not consummate a Business Combination within the Combination Period.

 F- 16

 NOTE 6. RELATED PARTY TRANSACTIONS

 Founder Shares

 On March 22, 2021, the Initial Sponsor paid $ 25,000, or approximately $ 0.003 per share, to cover certain offering costs in consideration for 7,187,500 Class B ordinary shares, par value $ 0.0001 (the "Founder Shares"). On April 30, 2021, the Initial Sponsor transferred an aggregate of 125,000 Founder Shares to five independent directors (each received 25,000 Founder Shares). On April 30, 2021, the Initial Sponsor transferred an aggregate of 30,000 Founder Shares to three advisors (each received 10,000 Founder Shares). On June 15, 2021, the Initial Sponsor surrendered an aggregate of 1,437,500 Class B ordinary shares for no consideration, which were cancelled, resulting in
 an aggregate of 5,750,000 Class B ordinary shares issued and outstanding. On July 20, 2021, the Initial Sponsor received an additional 1,150,000 Class B ordinary shares resulting in an aggregate of 6,900,000 Class B ordinary shares issued and outstanding. Up to 900,000 Founder Shares were subject to forfeiture by the Initial Sponsor depending on the
 extent to which the underwriters' over-allotment option was exercised. On August 5, 2021, the underwriters partially exercised the over-allotment option to purchase
 an additional 1,911,379 Units; thus, 422,155 Class B ordinary shares were forfeited. As of December 31, 2023 and 2022, the Company had 6,477,845 of Class B ordinary shares issued and outstanding.

 The sale or transfers of the Founders Shares to independent directors and advisors
 on April 30, 2021, as described above, is within the scope of ASC Topic 718, "Compensation-Stock
 Compensation" ("ASC 718"). Under ASC 718, stock-based compensation associated with
 equity-classified awards is measured at fair value upon the grant date. The Founders
 Shares were effectively sold or transferred subject to a performance condition (i.e.,
 the occurrence of a Business Combination). Compensation expense related to the Founders
 Shares is recognized only when the performance condition is probable of occurrence
 under the applicable accounting literature in this circumstance. A Business Combination
 is not probable until it is completed. Stock-based compensation would be recognized
 at the date a Business Combination is considered probable in an amount equal to the
 number of Founders Shares times the grant date fair value per share (unless subsequently
 modified) less the amount initially received for the purchase of the Founders Shares.
 The fair value at the grant date is deemed to be de minimis. As of December 31, 2023 and 2022, the Company determined that a Business Combination was not considered
 probable because no Business Combination has been completed, and therefore, no stock-based
 compensation expense has been recognized.

 Pursuant to the Letter Agreement, the Company's sponsors and current and former officers, directors and certain advisors have agreed
 not to transfer, assign or sell any of its Founder Shares until the earlier to occur
 of: (A) one year after the completion of a Business Combination or (B) following the
 completion of an initial Business Combination, the date on which the Company completes
 a liquidation, merger, capital stock exchange or similar transaction that results
 in the Company's shareholders having the right to exchange their ordinary shares for cash, securities
 or other property. Notwithstanding the foregoing, if the last sale price of the Company's Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share
 splits, share dividends, reorganizations, recapitalizations and the like) for any
 20 trading days within any 30-trading day period commencing at least 150 days after
 the Business Combination, the Founder Shares will be released from the lock-up.

 On July 21, 2023, the Initial Sponsor sold 4,215,230 Class B ordinary shares ("Transferred Shares") and 4,392,123 Private Placement Warrants ("Transferred Warrants" and collectively with the Transferred
 Shares, the "Transferred Securities") to the Managing Sponsor, pursuant to the Purchase
 Agreement dated July 12, 2023 for an aggregate purchase price of $1.00. Pursuant to the Purchase Agreement,
 up to 650,000 Transferred Shares (the "Extension Shares") may be assigned to or transferred
 by the Initial Sponsor to certain investors who have entered into non-redemption agreements
 and up to 1,457,615 Transferred Share (the "Financing Shares") may be assigned or transferred in Managing
 Sponsors' sole discretion in connection with obtaining additional bona fide financing for the
 Company prior to the Business Combination.

 Share Based Compensation

 Effective as of August 11, 2023, the Company entered into a twelve-month consultant agreement with John Stanfield,
 pursuant to which he has agreed to serve as Chief Financial Officer of the Company
 in exchange for the ability to acquire 5 Class B Units of the Managing Sponsor, which
 will correspond to one half of one percent (0.5%) of our Class B ordinary shares held
 by the Managing Sponsor. As of December 31, 2023, the share-based compensation expense for this consultant agreement is considered
 de minimis.

 F- 17

 Cancelled Promissory Note — Related Party

 On March 22, 2021, the Initial Sponsor agreed to loan the Company an aggregate of up to $ 300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory
 note (the "Note"). The Note is non-interest bearing and is payable on the earlier
 of (i) September 30, 2021 or (ii) the consummation of the Initial Public Offering. The Company borrowed
 approximately $ 181,000 under the Note. The Company fully repaid this balance on August 31, 2021. As of December 31, 2023 and 2022, there were no amounts outstanding on the Note.

 On April 5, 2023, the Company issued a promissory note (the "Promissory Note") to the Initial
 Sponsor, pursuant to which the Company was entitled to borrow up to $ 1,250,000 from the Initial Sponsor to fund the Company's working capital expenses prior to completion of any potential initial Business Combination.
 Also on April 5, 2023, the Company made a draw on the Promissory Note of $ 1,250,000. The Promissory Note was non-interest bearing and payable on the earlier of July 23, 2023 and the date on which the Company consummates a Business Combination. On July 21, 2023, the Initial Sponsor cancelled and forgave the Promissory Note in connection
 with the closing under the Purchase Agreement. As of December 31, 2023, there were no amounts outstanding under this Promissory Note.

 Related Party Loans

 In order to finance transaction costs in connection with a Business Combination, the
 Company's sponsors, one or more affiliate of the Company's sponsors, or the Company's officers and directors may, but are not obligated to, loan the Company funds as
 may be required (the "Working Capital Loans"). Such Working Capital Loans would be
 evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without
 interest, or, at the lender's discretion, up to $1,500,000 of notes may be converted upon consummation of a Business
 Combination into warrants at a price of $1.50 per warrant. The warrants will be identical
 to the Private Placement Warrants. In the event that a Business Combination does not
 close, the Company may use a portion of proceeds held outside the Trust Account to
 repay the Working Capital Loans, but no proceeds held in the Trust Account would be
 used to repay the Working Capital Loans. As of December 31, 2023 and 2022, there were no amounts outstanding under the Working Capital Loans.

 Administrative Services and Reimbursement Agreement

 Pursuant to an administrative services and reimbursement agreement, on or prior to
 the closing of the Business Combination, the Company was obligated to reimburse the
 Initial Sponsor or its affiliates for formation and other pre-Initial Public Offering
 expenses incurred on the Company's behalf not to exceed $ 900,000. Further, commencing on July 21, 2021 and until completion of the Company's initial Business Combination or liquidation, the Company was required to (a) reimburse
 the Initial Sponsor or its affiliates up to an amount of $ 10,000 per month for office space and secretarial, administrative and other services and
 (b) reimburse the Initial Sponsor or its affiliates for any out-of-pocket expenses
 (or an allocable portion thereof), to the extent that any of them incurs expenses
 related to identifying, investigating, negotiating and completing an initial Business
 Combination (including any travel expenses). In addition, commencing on July 21, 2021 and until completion of the Company's initial Business Combination or liquidation, the Company was required to reimburse
 the Initial Sponsor or its affiliates monthly for compensation expenses of employees
 dedicated to the Company (including the Chief Financial Officer) not to exceed $ 900,000 per year. Under the agreement, the Company was also required to Indemnify the Initial
 Sponsor and its affiliates for any claims made by the Company or a third party and
 resulting liabilities in respect of any investment opportunities sourced by them and
 any liability arising with respect to their activities in connection with the Company's affairs. Such indemnity provides that the indemnified parties cannot access the
 funds held in the Trust Account.

 The Company recognized
approximately $ 514,000
 and $ 998,000 in connection with such services for the year ended December 31, 2023 and 2022, respectively, which is included
in general and administrative expenses in the accompanying statements of operations. The Company owed the Sponsor approximately $ 0
 and $ 741,000
 for the period ended December 31, 2023 and 2022, respectively, for reimbursement of out-of-pocket expenses which is included
in accrued expenses on the balance sheets.

 The Initial Sponsor had paid expenses on behalf of the Company prior to the Company's Initial Public Offering in an amount of approximately $ 433,000, for which approximately $ 272,000 was related to offering costs. The Company repaid the amount to the Initial Sponsor
 on August 31, 2021. As of December 31, 2023 and 2022, there were no amounts outstanding due to any sponsor for offering costs.

 F- 18

 NOTE 7. COMMITMENTS AND CONTINGENCIES

 Registration Rights

 Pursuant to a registration rights agreement originally entered into on July 21, 2021, the holders of the Founder Shares, Private Placement Warrants and any warrants
 that may be issued upon conversion of the Working Capital Loans (and in each case
 holders of their component securities, as applicable) are entitled to registration
 rights requiring the Company to register such securities for resale (in the case of
 the Founder Shares, only after conversion to our Class A ordinary shares). The holders
 of the majority of these securities are entitled to make up to three demands, excluding
 short form demands, that the Company register such securities. In addition, the holders
 have certain "piggy-back" registration rights with respect to registration statements
 filed subsequent to the consummation of a Business Combination and rights to require
 the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection
 with the filing of any such registration statements.

 Underwriter's Agreement

 The Company granted the underwriters a 45-day option to purchase up to 3,600,000 additional Units to cover over-allotments at the Initial Public Offering price, less
 the underwriting discounts and commissions. On August 5, 2021, the underwriters partially exercised the over-allotment option to purchase
 an additional 1,911,379 Units and forfeited the option to exercise the remaining 1,688,621 Units.

 The underwriters were paid a cash underwriting discount of 2.00 % of the gross proceeds
 of the Initial Public Offering, or $ 5,182,275. In addition, the underwriters are entitled
 to a deferred fee of three and half percent ( 3.50 %) of the gross proceeds of the Initial
 Public Offering, or $ 9,068,983.

 On August 15, 2022, one of the underwriters waived its entitlement to the payment of any deferred
 fee to be paid under the terms of the underwriting agreement and is no longer serving
 in an advisor capacity. As a result, the Company recognized $ 298,484 of income and
 $ 6,231,184 was recorded to additional paid-in capital in relation to the reduction
 of the deferred underwriter fee. In June of 2023, the remaining underwriters waived
 their entitlement to the payment of any deferred fee to be paid under the terms of
 the underwriting agreement and is no longer serving in an advisor capacity. As a result,
 the Company recognized $ 352,969 of income and $ 2,186,346 was recorded to additional paid-in capital in relation to the reduction of the deferred
 underwriter fee. As of December 31, 2023 and 2022, the deferred underwriting fee payable was $ 0 and $ 2,539,315, respectively.

 Non-Redemption Agreements

 On July 14, 2023, July 17, 2023, July 18, 2023 and July 19, 2023, the Company and the Initial Sponsor entered into non-redemption agreements
 (each, a "Non-Redemption Agreement") with certain unaffiliated third parties (each,
 a "Holder," and collectively, the "Holders") in exchange for the Holder or Holders
 agreeing either not to request redemption in connection with the Extension (as defined
 below) or to reverse any previously submitted redemption demand in connection with
 the Extension with respect to an aggregate of 2,166,667 Class A ordinary shares, par value $0.0001 per share (the "Class A ordinary shares"),
 of the Company sold in its initial public offering (the "IPO") at the extraordinary
 general meeting called by the Company to, among other things, approve an amendment
 to the Company's amended and restated memorandum and articles of association to extend the date by
 which the Company must consummate an initial Business Combination from 24 months from
 the completion of the Company's IPO to 36 months from the completion of the Company's IPO or such earlier date as is determined by the board of directors of the Company
 to be in the best interests of the Company (the "Extension"). In consideration of
 the Non-Redemption Agreements, immediately prior to, and substantially concurrently
 with, the closing of an initial Business Combination, (i) the Managing Sponsor (or
 its designees or transferees) has agreed to surrender and forfeit to the Company for
 no consideration an aggregate of approximately 0.6 million shares of the Company's Class B ordinary shares, par value $0.0001 per share, held by the Managing Sponsor
 (the "Forfeited Shares") and (ii) the Company shall issue to the Holders a number
 of Class A ordinary shares equal to those underlying the Forfeited Shares.

 The Non-Redemption Agreements
are accounted for under Topic 5T which concludes that the fair value of the shares transferred will be recorded within equity upon the
date the shares are granted to the holder, which is the date a business combination is consummated.

 CCM Engagement

 On July 17, 2023, the
Company entered into an engagement letter with J.V.B Financial Group, acting through its Cohen & Company
Capital Markets division ("CCM") to obtain capital markets advisory services in connection with seeking an extension for
completing a business combination, capital market advisory services in connection with a possible business combination transaction
with an unaffiliated third party (the "Target") and to act as the Company's placement agent in connection with
raising capital. CCM would be entitled to an advisor fee of $ 2.0
million and a transaction fee of an amount equal to 5% of the sum of the gross proceeds raised from investors and received by the
Company or Target plus proceeds released from the Trust Account with respect to any of the Class A ordinary shares that did not
redeem such shares in connection with the extension or the business combination. If the gross proceeds raised from investors is
$ 3,000,000
or less, the Company may elect to pay the portion of the fee related to the offering in the form of an equivalent dollar amount of
Class A ordinary shares or equivalent equity of the post-business combination company, which shares shall be delivered four (4)
business days following the closing of the sale transaction as determined by the Company. The shares, if issued, shall be duly
authorized, validly issued, paid and non-assessable and shall be registered for resale under the Act, or otherwise freely tradeable,
as of the delivery of the shares and will be delivered in book entry form in the name of and delivered to CCM (or its designee) four
(4) business days following the closing of the transaction. In addition, up to 50% of the advisor fee may be paid in shares as
described above in the case of gross proceeds raised from investors. Pursuant to the engagement letter, the advisor fee cannot be
less than $ 1,000,000.

 F- 19

 Subscription Agreement

 On August 1, 2023, the Company entered into a Subscription Agreement (the "Subscription Agreement")
 with an investor (the "Investor") and the Managing Sponsor pursuant to which the parties
 agreed to the following:

 The Investor shall make a cash contribution to Managing Sponsor in an aggregate amount
 of $ 1,300,000 (the "Investor Capital Contribution") as follows: (i) an initial tranche of $ 650,000, paid within five business days of the date of the Subscription Agreement, (ii) a
 second tranche of up to $ 325,000, to be paid following the Company's announcement of executing an agreement for the Company's initial Business Combination, and (iii) a third tranche of up to $ 325,000, to be paid after the Company files an initial registration statement with the Securities
 and Exchange Commission in relation to the Company's initial Business Combination. At the request of the Managing Sponsor, the Investor
 may agree, in its sole discretion, to fund up to an additional $ 200,000 at any time.

 The Investor Capital Contribution will in turn be loaned by the Managing Sponsor to
 the Company to cover working capital expenses (the "SPAC Loan"). The SPAC Loan will
 not accrue interest and will be repaid by the Company upon the closing of the Company's initial Business Combination (the "De-SPAC Closing"). The Managing Sponsor will
 pay to the Investor all repayments of the SPAC Loan the Managing Sponsor has received
 within five business days of the date of receipt. The Investor may elect at the De-SPAC
 Closing to receive such payments in cash or shares of Class A common stock of the
 Company ("Class A common stock") at a rate of one share of Class A common stock for
 each $10 of the Investor Capital Contribution.

 In consideration of the Investor Capital Contribution, at the De-SPAC Closing the
 Company will issue to the Investor 0.9 shares of Class A Common Stock for each dollar
 of the Investor Capital Contribution funded by the Investor, which shares shall be
 subject to no transfer restrictions or any other lock-up provisions, earn outs, or
 other contingencies and shall be registered as part of any registration statement
 to be filed in connection with the De-SPAC Closing or, if no such registration statement
 is filed in connection with the De-SPAC Closing, pursuant to the first registration
 statement to be filed by the Company or the surviving entity following the De-SPAC
 Closing.

 If the Company liquidates without consummating a De-SPAC, any amounts remaining in
 the Managing Sponsor or the Company's cash accounts, not including the Company's trust account, will be paid to the Investor within five days of the liquidation.

 On the De-SPAC Closing, the Managing Sponsor will pay the Investor an amount equal
 to the reasonable attorney fees incurred by the Investor in connection with the Subscription
 Agreement not to exceed $ 5,000.

 The Subscription Agreement is accounted for under ASC 470 which concludes that all
 proceeds received from issuance will be recorded as a liability, at par value, on
 the balance sheets. As of December 31, 2023, the Subscription Agreement liability is $ 650,000 and included on the balance sheet.

 F- 20

 NOTE 8. SHAREHOLDERS' DEFICIT

 Preference Shares — The Company is authorized to issue 1,000,000 preference shares of par value $ 0.0001 per share. As of December 31, 2023 and 2022, there were no preference shares issued or outstanding.

 Class A Ordinary Shares — The Company is authorized to issue up to 300,000,000 Class A ordinary shares, par value $ 0.0001 per share. Holders of the Company's Class A ordinary shares are entitled to one vote for each share. As of December 31, 2023 and 2022, there were no Class A ordinary shares issued or outstanding (excluding 3,910,370 and 25,911,379 shares then subject to possible redemption).

 Class B Ordinary Shares — The Company is authorized to issue up to 30,000,000 Class B ordinary shares, par value $ 0.0001 per share. Holders of the Company's Class B ordinary shares are entitled to one vote for each share. On March 22, 2021, the Initial Sponsor paid $ 25,000 in consideration of 7,187,500 Class B ordinary shares. On June 15, 2021, the Initial Sponsor surrendered an aggregate of 1,437,500 Class B ordinary shares for no consideration, which were cancelled, resulting in
 an aggregate of 5,750,000 Class B ordinary shares issued and outstanding. On July 20, 2021, the Initial Sponsor received an additional 1,150,000 Class B ordinary shares resulting in an aggregate of 6,900,000 Class B ordinary shares issued and outstanding. Up to 900,000 Founder Shares were subject to forfeiture by the Initial Sponsor depending on the
 extent to which the underwriters' over-allotment option was exercised. On August 5, 2021, the underwriters partially exercised the over-allotment option to purchase
 an additional 1,911,379 Units. As a result, 422,155 Class B ordinary shares were forfeited. As of December 31, 2023 and 2022, the Company had 6,477,845 of Class B ordinary shares issued and outstanding.

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

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

 F- 21

 NOTE 9. WARRANT LIABILITIES

 The Company accounts for the 15,225,310 warrants issued in connection with the Initial
 Public Offering ( 8,637,126 Public Warrants and 6,588,184 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. Accordingly, the Company has classified each
 warrant as a liability at its fair value. This liability is subject to re-measurement
 at each balance sheet date. With each such re-measurement, the warrant liability will
 be adjusted to fair value, with the change in fair value recognized in the Company's statements of operations.

 Public Warrants may only be exercised for a whole number of shares. No fractional
 shares will be issued upon exercise of the Public Warrants. The Public Warrants will
 become exercisable 30 days after the consummation of a Business Combination. The Public
 Warrants will expire five years from the consummation of a Business Combination or
 earlier upon redemption or liquidation.

 The Company will not be obligated to deliver any Class A ordinary shares pursuant
 to the exercise of a Public Warrant and will have no obligation to settle such Public
 Warrant exercise unless a registration statement under the Securities Act covering
 the issuance of the Class A ordinary shares issuable upon exercise of the Public Warrants
 is then effective and a prospectus relating thereto is current, subject to the Company
 satisfying its obligations with respect to registration. No Public Warrant will be
 exercisable for cash or on a cashless basis, and the Company will not be obligated
 to issue any shares to holders seeking to exercise their Public Warrants, unless the
 issuance of the shares upon such exercise is registered or qualified under the securities
 laws of the state of the exercising holder, or an exemption from registration is available.

 The Company has agreed that as soon as practicable, but in no event later than 20
 business days, after the closing of a Business Combination, it will use its commercially
 reasonable efforts to file with the SEC a post-effective amendment to the registration
 statement for the Initial Public Offering or a new registration statement covering
 the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company
 will use its commercially reasonable efforts to cause the same to become effective
 within 60 business days after the closing of a 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, as specified
 in the warrant agreement. If a post-effective amendment or a new registration statement
 covering the Class A ordinary shares issuable upon exercise of the warrants is not
 effective by the 60 th business day after the closing of a Business Combination, warrant holders may, until
 such time as there is an effective registration statement and during any period when
 the Company will have failed to maintain an effective registration statement, exercise
 warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption.

 F- 22

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

 in whole and not in part;

 at a price of $ 0.01 per Public Warrant;

 upon not less than 30 days' prior written notice of redemption to each warrant holder; and

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

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

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

 in whole and not in part;

 at a price of $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption provided that holders will be able to exercise
 their warrants on a cashless basis prior to redemption and receive that number of
 shares determined by reference to an agreed table based on the redemption date and
 the "fair market value" of Class A ordinary shares;

 if, and only if, the closing price of Class A ordinary shares equals or exceeds $10.00
 per share (as adjusted share splits, share dividends, reorganizations, recapitalizations
 and the like) for any 20 trading days within the 30-trading day period ending three
 trading days before the Company sends a notice of redemption to the warrant holders;
 and

 if the closing 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 we send the
 notice of redemption to the warrant holders is less than $18.00 per share (as adjusted
 share splits, share dividends, reorganizations, recapitalizations and the like), the
 Private Placement Warrants must also be concurrently called for redemption on the
 same terms as the outstanding Public Warrants, as described above.

 F- 23

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

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

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

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

 F- 24

 NOTE 10. FAIR VALUE MEASUREMENTS

 At December 31, 2023, assets held in the Trust Account were comprised of $41,678,895 in cash and $0 in U.S. Treasury securities or money
market funds. Through December 31, 2023, the trustee withdrew $229,119,437 from the Trust Account in connection with redemptions. At December
31, 2022, assets held in the Trust Account were comprised of $263,269,821 in U.S. Treasury securities or money market funds.

 The following table presents information about the Company's assets and liabilities that are measured at fair value on a recurring basis at December 31, 2023 and 2022, and indicates the fair value hierarchy of the valuation inputs the
 Company utilized to determine such fair value:

 Schedule of fair value, assets measured on recurring basis

 Description

 Level

 2023

2022

 Assets:

 Investments held in Trust Account (1)

 $
 -

 $
 263,269,821

 Liabilities:

 Private Placement Warrants (2)

 790,582

 1,317,637

 Public Warrants (2)

 1,036,455

 1,727,425

 (1)

 The fair value of the marketable securities held in Trust Account approximates the
 carrying amount primarily due to their short-term nature.

 (2)

 Measured at fair value on a recurring basis.

 Warrants

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

 Subsequent Measurement

 The Private Placement Warrants and the Public Warrants were initially valued using
 a Monte Carlo simulation model, which is considered to be a Level 3 fair value measurement.
 Inherent in an options pricing model are assumptions related to expected stock-price
 volatility, expected life, risk-free interest rate and dividend yield. The Company
 estimates the volatility of its ordinary shares based on historical volatility that
 matches the expected remaining life of the warrants. The risk-free interest rate is
 based on the U.S. Treasury zero-coupon yield curve on the grant date for a maturity
 similar to the expected remaining life of the warrants. The expected life of the warrants
 is assumed to be equivalent to their remaining contractual term. The dividend rate
 is based on the historical rate, which the Company anticipates will remain at zero.
 The Monte Carlo simulation model was used for estimating the fair value of Public
 Warrants for periods where no observable traded price was available, using the same
 expected volatility as was used in measuring the fair value of the Private Placement
 Warrants. The subsequent measurements of the Public Warrants after the detachment
 of the Public Warrants from the Units is classified as Level 2 due to the use of an
 observable market quote in an active market for a similar asset in an active market.
 For periods subsequent to the detachment of the warrants from the Units, the close
 price of the Public Warrant price was used as the fair value as of each relevant date.
 The subsequent measurements of the Private Placement Warrants after the detachment
 of the Public Warrants from the Units are classified as Level 2 due to the use of
 an observable market quote for a similar asset in an active market.

 F- 25

 The key inputs into the Monte Carlo simulation model for the Private Placement Warrants
 and the Public Warrants were as follows:

 Schedule of private placement And public warrants

 Input

 July 23,
2021
(initial
measurement)

 Risk-free interest rate

 1.03
 %

 Expected term (years)

 Expected volatility

 21.2
 %

 Exercise price

 $
 11.50

 The following table presents the changes in the fair value of Level 3 warrant liabilities:

 Schedule of warrant liabilities

 Private
 Placement
Warrants

 Public
Warrants

 Warrant
Liabilities

 Fair value as of April 26, 2021 (inception)

 $
 -

 $
 -

 $
 -

 Initial measurement on July 23, 2021

 8,801,814

 11,539,202

 20,341,016

 Change in fair value as of December 31, 2021

 ( 4,512,906
)

 ( 5,925,070
)

 ( 10,437,976
)

 Transfer to Level 1

 -

 ( 5,614,132
)

 ( 5,614,132
)

 Transfer to Level 2

 ( 4,288,908
)

 -

 ( 4,288,908
)

 Fair value as of December 31, 2022

 $
 -

 $
 -

 $
 -

 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period
 in which a change in valuation technique or methodology occurs. The estimated fair
 value of the Public Warrants transferred from a Level 3 measurement to a Level 2 fair
 value measurement during the year ended December 31, 2022 was $ 5,614,132.

 NOTE 11. SUBSEQUENT EVENTS

 Management of the Company evaluated events that have occurred after the balance sheet
 date of December 31, 2023 through the date these financial statements were issued. Based upon the review, other than noted below, management did not identify any recognized or non-recognized subsequent events that
 would have required adjustment or disclosure in the financial statements.

 On February 6, 2024, the Company ("PC3") entered into a business combination agreement (the "Business
 Combination Agreement") with RBio Energy Holdings Corp., a Delaware corporation ("NewPubco"),
 Perception RBio Merger Sub, a Cayman Islands exempted company and a wholly owned subsidiary
 of NewPubco ("Merger Sub"), and RBio Energy Corporation, a Delaware corporation ("RBio
 Energy").

 Pursuant to the Business Combination Agreement, among other things, (i) the holders
 (whether one or more) of the common stock of RBio Energy (the "RBio Energy Stockholders")
 will exchange all of their shares of common stock of RBio Energy ("RBio Common Stock")
 for shares of common stock of NewPubco (the "Share Exchange"), as a result of which
 RBio Energy will become a direct wholly owned subsidiary of NewPubco, and (ii) Merger
 Sub will merge with and into PC3, with PC3 surviving such merger as a wholly-owned
 subsidiary of NewPubco (the "Merger" and, together with the other transactions contemplated
 by the Business Combination Agreement, the "Transaction" and the closing of the Transaction,
 the "Closing").

 F- 26