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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 (Mark One)

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

 For the fiscal year ended December 31, 2023

 Or

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

 For the transition period from to

 To

 Commission File No. 001-40980

 SDCL EDGE Acquisition Corporation

 (Exact name of registrant as specified in its charter)

 Cayman Islands

 98-1583135

 (State or other jurisdiction of
incorporation or organization)

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

 60 East 42 nd Street, Suite 1100,
 New York,
 NY

 10165

 (Address of Principal Executive Offices)

 (Zip Code)

 (212) 488-5509 (Registrant's telephone number, including area code)

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

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

 SEDA.U

 New York Stock Exchange LLC

 Class A ordinary shares, par value $0.0001 per share

 SEDA

 New York Stock Exchange LLC

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

 SEDA.WS

 New York Stock Exchange LLC

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

 None

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

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

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

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

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

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

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

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

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

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

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

 The aggregate market value of the registrant's
Class A ordinary shares outstanding, other than shares held by persons who may be deemed affiliates of the registrant, computed as of
June 30, 2023 (the last business day of the registrant's most recently completed second fiscal quarter), was $ 208,650,392.

 As of April 12, 2024, the registrant had 13,177,933 Class A ordinary shares, par value $0.0001 per share, and 4,998,811 Class B ordinary shares, par value $0.0001 per share, issued and outstanding.

 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2023

 Page

 PART I.

 Item 1.

 Business.

 Item 1.A.

 Risk Factors.

 Item 1.B.

 Unresolved Staff Comments.

 Item 1.C.

 Cybersecurity.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 PART II.

 Item 5.

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

 Item 6.

 [Reserved].

 Item 7.

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

 Item 7.A.

 Quantitative and Qualitative Disclosure About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

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

 Item 9.A.

 Controls and Procedures.

 Item 9.B.

 Other Information.

 Item 9.C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspection.

 PART III.

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Shareholder 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.

 Item 16.

 Form 10-K Summary.

 i

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY

 This Annual Report on Form 10-K contains statements that are forward-looking and as such are not historical facts. This includes, without limitation, statements under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding
 our financial position, business strategy and the plans and objectives of management
 for future operations, including with respect to our recently announced proposed business combination with
 Target (as defined below. These statements constitute projections, forecasts and forward-looking statements
 within the meaning of the Private Securities Litigation Reform Act of 1995. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intend,"
 "may," "might," "plan," "possible," "potential," "predict," "project," "should," "will,"
 "would" and similar expressions may identify forward-looking statements, but the absence
 of these words does not mean that a statement is not forward-looking.

 The forward-looking statements contained in this Annual Report on Form 10-K are based on our current expectations and beliefs concerning future developments
 and their potential effects on us. There can be no assurance that future developments affecting us will be those that
 we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of
 which are beyond our control) or other assumptions that may cause actual results or
 performance to be materially different from those expressed or implied by these forward-looking
 statements. These risks and uncertainties include, but are not limited to, the following risks,
 uncertainties and other factors:

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

 our ability to select an appropriate target business or businesses;

 our ability to complete our initial Business Combination, including
our recently announced proposed business combination with the special product business of cunova GmbH ("Cunova"), a wholly-owned
subsidiary of Magnet Joint Venture GmbH ("JV GmbH"), and certain assets of KME SE ("KME") comprising the KME
Specialty Aerospace Business ("KME Aerospace" and, together with Cunova, the "Target");

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

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

 our 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;

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

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

 our pool of prospective target businesses;

 our ability to consummate an initial Business Combination due
to the uncertainty resulting from the COVID-19 pandemic and other events (such as terrorist attacks, global hostilities, natural disasters
or a significant outbreak of other infectious diseases);

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

 our public securities' potential liquidity and trading;

 the lack of a market for our securities;

 ii

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

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

 our financial performance; and

 the other risk and uncertainties discussed in "Item 1A.
Risk Factors," elsewhere in this Annual Report on Form 10-K and in our other filings with the Securities and Exchange Commission
(the "SEC"), including in our preliminary prospectus/proxy statement to be included in a Registration Statement on Form F-4
that we will file with the SEC relating to our proposed business combination with Target (the "Target Disclosure Statement").

 Should one or more of these risks or uncertainties materialize, or should any of our
 assumptions prove incorrect, actual results may vary in material respects from those
 projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether
 as a result of new information, future events or otherwise, except as may be required
 under applicable securities laws.

 iii

 PART I.

 References in this Annual Report on Form 10-K (this "Annual Report") to "we," "us," "our," "SEDA" or the "Company" are to SDCL EDGE Acquisition Corporation, a blank check company incorporated as a
 Cayman Islands exempted company. References to our "management" or our "management team" refer to our officers and
 directors, and references to the "Sponsor" refer to SDCL EDGE Sponsor LLC, a Cayman
 Islands limited liability company. References to our "initial shareholders" refer to our Sponsor, the Anchor Investors
 and any other holders of our shares prior to the Initial Public Offering.

 Overview

 We are a blank check company incorporated in the Cayman Islands on February 16, 2021 for the purpose of effecting a merger, share exchange, asset acquisition,
 share purchase, reorganization or similar Business Combination with one or more businesses
 or entities ("Business Combination"). While we may pursue an initial Business Combination target in any industry or geographic
 location, we intend to pursue opportunities created by the energy transition and rapid shift towards energy efficient and decentralized energy solutions for a lower
 carbon economy and, in particular, for the built environment and transport sectors. Our sponsor, SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company ("Sponsor"),
 is an affiliate of Sustainable Development Capital LLP ("SDCL"), a London-based investment
 firm with a strong track record of investments in energy efficient solutions.

 The registration statement for our initial public offering (the "Initial Public Offering")
 was declared effective on October 28, 2021. On November 2, 2021, we consummated the Initial Public Offering of 17,500,000 units (the "Units"
 and, with respect to the Class A ordinary shares included in the Units sold, the "Public
 Shares"), at $10.00 per Unit, generating gross proceeds of $175,000,000, and incurring
 offering costs of approximately $28.2 million, inclusive of approximately $6.1 million
 in deferred underwriting commissions, which were later waived in full by Goldman Sachs
 & Co. LLC Securities, Inc., and BofA Securities, Inc., the underwriters.

 Simultaneously with the closing of the Initial Public Offering, we consummated the
 sale of 8,250,000 warrants (the "Private Placement Warrants") at a price of $1.00
 per Private Placement Warrant in a private placement (the "Private Placement") to
 our Sponsor, Sustainable Investors Fund, LP ("Capricorn"), and Seaside Holdings (Nominee)
 Limited ("Seaside" and, together with Capricorn, the "A Anchor Investors") generating
 gross proceeds of $8,250,000.

 We had granted the underwriters in the Initial Public Offering (the "Underwriters")
 a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments,
 if any. On November 16, 2021, the Underwriters partially exercised the over-allotment option and purchased
 an additional 2,495,246 Units (the "Over-Allotment Units"), generating gross proceeds
 of $24,952,460, and incurred $499,049 in cash offering costs.

 Simultaneously with the closing of the exercise of the over-allotment option, we consummated
 the sale of 748,574 warrants (the "Over-Allotment Warrants") at a purchase price of
 $1.00 per warrant in a Private Placement to our Sponsor and the A Anchor Investors
 generating gross proceeds of $748,574.

 Following the closing of the
Initial Public Offering, the sale of the Private Placement Warrants, the sale of the Over-Allotment Units, and the sale of the Over-Allotment
Warrants, an amount of $201,951,985 ($10.10 per Unit) was placed in a Trust Account (the "Trust Account") with Continental
Stock Transfer & Trust Company acting as trustee. The funds in the Trust Account were initially invested only in U.S. government treasury
obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment
Company Act 1940, as amended, or the Investment Company Act, as determined by us, which invest only in direct U.S. government treasury
obligations, until the earlier of: (i) the completion of the initial Business Combination; (ii) the redemption of any Public Shares properly
tendered in connection with a shareholder vote to amend the amended and restated memorandum and articles of association to modify the
substance or timing of our obligation to redeem 100% of the Public Shares if we do not complete the initial Business Combination within
the Combination Period (defined below); and (iii) absent an initial Business Combination within the Combination Period or with respect
to any other material provisions relating to shareholders' rights or pre-initial Business Combination activity, the return of the
funds held in the Trust Account to the public shareholders as part of the redemption of the Public Shares. Following the Extraordinary
General Meeting (as defined further below), we moved the funds in the Trust Account out of investment in securities and into an interest-bearing
bank deposit account, until the earlier of consummation of the Company's initial Business Combination or liquidation, in order to mitigate
the risk of being deemed an unregistered investment company. The funds in the Trust Account may only be (i) held uninvested, (ii) held
in an interest-bearing bank demand deposit account, or (iii) held only in U.S. government treasury obligations with a maturity of 185
days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under Rule
2a-7 under the Investment Company Act.

 Our management has broad discretion
with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants,
although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There
is no assurance that we will be able to complete a Business Combination successfully. We must complete a Business Combination with one
or more target businesses that together have an aggregate fair market value of at least 80% of the value of the Trust Account (excluding
taxes payable on income earned on the Trust Account) at the time of the agreement to enter into an initial Business Combination. We will
only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities
of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act of 1940, as amended (the "Investment Company Act"). Our management has agreed that
an amount equal to at least $10.10 per Unit sold in the Initial Public Offering, including the proceeds from the sale of the Private Placement
Warrants, will be held in a Trust Account located in the United States, with funds currently held in an interest-bearing bank deposit
account until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds held in the Trust Account.

 We intend to effectuate our initial Business Combination using cash from the proceeds
 of our Initial Public Offering and the sale of the Private Placement Warrants, 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 or other sources. We have not engaged in, and we will not engage in, any operations until we complete
 a Business Combination, and we have not generated any operating revenue to date. All activity for the period from February 16, 2021 (inception) through December 31, 2023 relates to our formation, the preparation for the Initial Public Offering, and following
 the closing of the Initial Public Offering, the search for a prospective initial Business
 Combination. Based on our business activities, we are a "shell company" as defined under the Securities
 Exchange Act of 1934, as amended (the "Exchange Act") because we have no operations
 and nominal assets consisting almost entirely of cash.

 We will provide our public shareholders with the opportunity to redeem all or a portion
 of their Public Shares upon the completion of a Business Combination either (i) in
 connection with a shareholder meeting called to approve the Business Combination or
 (ii) by means of a tender offer. The decision as to whether we will seek shareholder approval of a Business Combination
 or conduct a tender offer will be made by us, in our sole discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata
 portion of the amount held in the Trust Account ($10.10 per share), calculated as
 of two business days prior to the completion of a Business Combination, including
 any pro rata interest earned on the funds held in the Trust Account and not previously
 released to us to pay our tax obligations. There will be no redemption rights upon the completion of a Business Combination with
 respect to our warrants. The Class A ordinary shares are recorded at redemption value and classified as temporary
 equity upon the completion of the Initial Public Offering, in accordance with the
 Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 480, Distinguishing Liabilities from Equity ("ASC 480").

 Unless we seek an additional extension through shareholder approval, we have until July 2, 2024 to complete a Business Combination (the "Combination Period") pursuant to the
 special resolution to amend the Memorandum and Articles of Incorporation Article 50.7
 approved at the extraordinary general meeting of the Company dated October 30, 2023. If we are unable to complete a Business Combination within the Combination Period,
 we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
 as reasonably possible but not more than ten business days thereafter, redeem the
 Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
 then on deposit in the Trust Account, including interest earned on the funds held
 in the Trust Account (which interest shall be net of taxes payable and up to $100,000
 of interest to pay dissolution expenses), divided by the number of then outstanding
 Public Shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidating distributions,
 if any), and (iii) as promptly as reasonably possible following such redemption, subject
 to the approval of our remaining shareholders and board of directors, liquidate and
 dissolve, subject, in each case, to our obligations under Cayman Islands law to provide
 for claims of creditors and the requirements of other applicable law.

 Proposed Target Business Combination

 For more information about the Business Combination Agreement and the proposed Target Business Combination, see our Current Report on Form 8-K filed with the SEC on February 20, 2024, and the Target Disclosure Statement that we will file with the SEC. Unless specifically stated, this Annual Report does not give effect to the proposed
 Target Business Combination and does not contain the risks associated with the proposed
 Target Business Combination. Such risks and effects relating to the proposed Target Business Combination will be included in the Target Disclosure Statement.

 Effecting a Business Combination

 Our Business Strategy

 Our business strategy is to identify, acquire and maximize the value of a company
 operating in one of the subsectors outlined in the following section, titled "Market
 Opportunity," with the ultimate aim to create substantial long-term value for our shareholders. We will seek targets with industry leading capabilities delivering energy efficiency
 or distributed energy solutions that can benefit from our management's and board's experience as well as access to the public markets. Targets are expected to have a solid revenue and EBITDA track record and exciting
 growth prospects derived from delivering solutions, applying technology and/or entering
 new markets. We will focus on profitability and growth, versus taking substantial technology and
 commercialization risks. We will focus on enduring business models that do not require re-invention and that
 can scale.

 There has been an active M&A market in the energy efficiency, decentralized generation
 and clean energy for low carbon transport infrastructure industries in recent years. These transactions, however, have primarily taken place in the private capital market,
 dominated by private equity, including SDCL, which has played a significant role. In the near future therefore, we expect many companies will go public. We see a rapidly growing market opportunity with profitable private companies that
 can accelerate growth further via the public capital markets. Based on our initial assessment, we have identified a large number of targets including
 profitable private companies and potential corporate carve outs within our target
 EBITDA range.

 Our Advisor and management team will leverage their wide-reaching industry networks
 to source proprietary Business Combination opportunities that align with our Acquisition
 Criteria. We believe the networks our Advisor and management have built up since entering the
 industry in 2007, in combination with our management's and board's industry expertise, will allow us to effectively and efficiently identify and evaluate
 potential opportunities for our initial Business Combination.

 We will seek to:

 Be a leader in a market transitioning from commodity products
to energy solutions;

 Capitalize on the rapidly growing energy efficiency, decentralized
energy sectors and clean energy for low carbon transport infrastructure;

 Identify attractive Business Combination opportunities in
an industry that is often overlooked;

 Actively support the management of the target company; and

 Create substantial long-term value for our shareholders.

 Market Opportunity

 Regulatory change and government support provide an attractive investment environment. Significant government policy tailwinds and stimulus packages in our key target markets
 provide substantial support for our proposed investment strategy, in particular since
 EU and US policy focus has pivoted from the supply to the demand side. For example, the EU New Green Deal promises a renovation wave with investments of
 85-90 billion per year into public buildings and homes, and 15 billion per year
 to reach the target of one million electric vehicle charge points. In the United States, the U.S. presidential administration's publicly indicated commitment for the environment has promised $2 trillion over
 the next four years, a return to the Paris Climate Agreement and upgrading four million
 public buildings to make them more energy efficient.

 Nearly 60% of global carbon emissions and energy demand come from buildings, industry
 and transport. These cover a broad set of subsectors, and our investment focus will be on sustainable
 and lower carbon solutions for the built environment or transport sectors, according
 to BloombergNEF. In particular, we have identified three subsectors that we find particularly attractive:
 Energy Efficiency, Decentralized Energy and Clean Energy for Low Carbon Transport
 Infrastructure. A substantial and rapidly growing marketplace has emerged for solutions in these subsectors,
 providing us with attractive growth sectors in which to invest.

 Energy Efficiency

 Overall, demand for energy in residential and commercial buildings is projected to
 grow 42% by 2050, according to BloombergNEF. Energy demand for cooling will more than double by 2050 and electricity usage will
 increase by 60% to make up a third of energy consumed in buildings by 2050. The increase in energy usage in the built environment in Europe and the US is mainly
 driven by higher demand from commercial buildings, which will increase 45% until 2050,
 according to BloombergNEF.

 Decentralized Energy

 Customers around the world are expected to host 2.2TW of solar installations by 2050,
 accounting for 13% of global power capacity, equivalent to 1TWh of global customer-sited
 storage capacity. The decision to invest in small-scale solar is often taken by households and businesses
 that look to reduce their electricity bill. It is expected that small-scale storage will follow a similar adoption pattern once
 batteries become cost-efficient, according to BloombergNEF.

 Decentralization of power generation is especially visible in Europe, where, by 2050,
 67% of power generated will be injected into the distribution grid directly (versus
 only 24% today) and the median power-plant size will fall from 562MW to 32MW. In the US, decentralized power will represent 33% of total electricity generation,
 according to BloombergNEF.

 Clean Energy for Low Carbon Transport Infrastructure

 Demand for passenger mobility is expected to double by 2050, while freight volume
 grows 37%. By 2050, transportation will be a third less energy intensive than at present, driven
 by lighter, fuel efficient vehicles, while rapid electrification results in 60% improved
 energy efficiency. The main driver of the transition and energy efficiency in the transport sector is
 electrification, which will be most prevalent in road and rail transport. In Europe and the US electric vehicles will dominate the passenger-car fleet and reach
 56%-80% penetration by 2050. Electrification of freight is somewhat slower, especially for heavy-duty vehicles. That being said, by 2050 it is expected that over 33% of freight kilometers will be
 electric. Sufficient and high-quality charging infrastructure will be the driving force in this
 transition. At the same time, to ensure a reduction in emissions of long-haul trucking, biofuels,
 green gas and hydrogen will see further growth and deployment. All of these statistics are sourced from BloombergNEF.

 Business Combination Criteria

 So long as our securities are then listed on the NYSE, 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
 taxes payable on the interest earned on the Trust Account (if any)) at the time of
 signing a definitive agreement in connection with our initial Business Combination. If our board of directors is not able to independently determine the fair market value
 of the target business or businesses, we will obtain an opinion from an independent
 investment banking firm that is a member of the Financial Industry Regulatory Authority,
 Inc., or FINRA, 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 our board is less familiar or experienced with the target company's business, there is a significant amount of uncertainty as to the value of the company's assets or prospects, including if such company is at an early stage of development,
 operations or growth, or if the anticipated transaction involves a complex financial
 analysis or other specialized skills and our board determines that outside expertise
 would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely state that the fair market value of the
 target business meets the 80% of net assets threshold, 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. 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, shares or other
 equity interests of a target business, or issue a substantial number of new shares
 to third parties in connection with financing our initial Business Combination. In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares, our shareholders
 immediately prior to our initial Business Combination could own less than a majority
 of our 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 net assets test. If the Business Combination involves more than one target business, the 80% of net
 assets test will be based on the aggregate value of all of the target businesses. If our securities are not then listed on the NYSE for whatever reason, we would no
 longer be required to meet the foregoing 80% of net asset test.

 To the extent we effect our initial Business Combination with a company or business
 that may be financially unstable or in its early stages of development or growth,
 we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular
 target business, we cannot assure you that we will properly ascertain or assess all
 significant risk factors.

 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 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.

 Acquisition Criteria

 Consistent with our Business Strategy, we have identified general criteria and guidelines
 that we believe are critical to evaluating prospective companies within our targeted
 sub-sectors. We will use these criteria and guidelines in evaluating business opportunities, but
 we may decide to enter into our initial Business Combination with a company that does
 not meet all of these criteria and guidelines and may consider criteria and guidelines
 not set forth below.

 The target would be a business with a solid revenue and EBITDA track record and exciting
 growth prospects derived from delivering solutions, applying technology and/or entering
 new markets. We intend to acquire a business or an entity with consideration against the following
 characteristics:

 Sustainable and lower carbon solution provider in the relevant
sub-sectors competitively positioned to capitalize on the fundamental shift in sentiment that is driving the energy transition;

 Current and/or prospective leader with differentiated product/service,
cost structure and business model;

 Profitable growth company with EBITDA within target range
of approximately $100 million to $300 million that exhibits fundamentally sound financial performance;

 Visibility into revenue and cash flow generation with substantial
compound annual growth rate in contracted revenue and EBITDA;

 Enterprise value of $1 billion to $5 billion;

 Geographical footprint in North America and/or in Europe;

 Ability to benefit from our management's unique and
unparalleled expertise in the sector;

 Strength of incumbent management and their fundamental motivations,
long-term objectives and core organizational values that represent best practices across the energy transition spectrum; and

 Ability to benefit from access to the public equity market.

 These criteria and guidelines are indicative and not intended to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination
 may or may not be based, to the extent relevant, on these general criteria and guidelines
 as well as other considerations, factors, criteria and guidelines that our management
 may deem relevant. For the avoidance of doubt, a particular Business Combination may be deemed appropriate
 even if it does not meet all of the above criteria.

 Acquisition Process

 In evaluating a prospective target business, we expect to conduct an extensive due
 diligence review that 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.

 Each of our directors and
officers, 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, such 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.

 Certain of our officers and directors presently have, and any of them in the future
 may have additional, fiduciary or contractual obligations to other entities pursuant
 to which such officer or director is or will be required to present a Business Combination
 opportunity to such entity subject to his or her fiduciary duties. As a result, if any of our officers or directors becomes aware of a Business Combination
 opportunity that is suitable for an entity to which he or she has then-current fiduciary
 or contractual obligations, then, subject to such officer's and director's fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary
 or contractual obligations to present such Business Combination opportunity to such
 entity, before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded
 from pursuing the same. However, we do not expect these duties to materially affect our ability to complete
 our initial Business Combination. Our amended and restated memorandum and articles of association provide that to the
 fullest extent permitted by applicable law; (i) no individual serving as a director
 or an officer shall have any duty, except to the extent expressly assumed by contract,
 to refrain from engaging directly or indirectly in the same or similar business activities
 or lines of business as us; and (ii) we renounce any interest or expectancy in, or
 in being offered an opportunity to participate in, any potential transaction or matter
 which may be a corporate opportunity for any director or officer, on the one hand,
 and us, on the other.

 Our Advisor, 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.

 Other Considerations

 We are not prohibited from pursuing an initial Business Combination with a company
 that is affiliated with our Sponsor, Advisor, 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 Advisor, officers or directors, we, or
 a committee of independent directors, will obtain an opinion from an independent investment
 banking firm that is a member of FINRA or an independent accounting firm 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.

 In addition, certain of our Advisor, officers and directors presently have, and any
 of them in the future may have additional, fiduciary and contractual duties to other
 entities. SDCL as well as its or our directors and officers also may become aware of business
 opportunities which may be appropriate for presentation to us and the other entities
 to which they owe certain fiduciary or contractual duties, including SDCL, SDCL Funds,
 our Sponsor, their affiliates, or to certain other companies in which they or the
 foregoing persons have invested or which they have advised, including companies in
 industries we may target for our initial Business Combination. Accordingly, they may have conflicts of interest in determining to which entity a
 particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may
 be presented to other entities prior to its presentation to us, subject to his or
 her fiduciary duties. As a result, if any of our Advisor, officers or directors becomes aware of a Business
 Combination opportunity that is suitable for an entity to which he, she or it has
 then-current fiduciary or contractual obligations, then, subject to their fiduciary
 duties under Cayman Islands law, he, she or it will need to honor such fiduciary or
 contractual obligations to present such Business Combination opportunity to such entity,
 before we can pursue such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded
 from pursuing the same.

 Moreover, SDCL directly or indirectly advises a significant number of SDCL Funds,
 portfolio companies and their affiliates that may compete with us for acquisition
 opportunities, and if pursued by them we may be precluded from pursuing such opportunities. Investment ideas generated within SDCL may be suitable for both us and for current
 or future SDCL Funds and may be directed to such SDCL Funds rather than to us. Such opportunities may outperform any businesses we acquire. Neither SDCL nor members of our management team who are also employed by or serve
 as directors of SDCL or SDCL Funds or their affiliates have any obligation to present
 us with any opportunity for a potential Business Combination of which they become
 aware, unless presented to such member solely in his or her capacity as an officer
 of the Company.

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

 Our directors and officers 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. Any such companies may present additional conflicts of interest in pursuing an acquisition
 target, particularly in the event there is overlap among investment mandates. However, 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 Advisor, 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.

 Competition

 We expect to encounter intense competition from other entities having a business objective
 similar to ours, including private investors (which may be individuals or investment
 partnerships), other blank check companies and other entities, domestic and international,
 competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience
 in identifying and effecting, directly or indirectly, acquisitions of companies operating
 in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or
 more local industry knowledge than we do and our financial resources will be relatively
 limited when contrasted with those of many of these competitors. Additionally, the number of blank check companies looking for Business Combination
 targets has increased compared to recent years and many of these blank check companies
 are sponsored by entities or persons that have significant experience with completing
 Business Combinations. While we believe there are numerous target businesses we could potentially acquire
 with the net proceeds of the Initial Public Offering and the sale of the Private Placement
 Warrants, if the proposed Target Business Combination is not consummated, 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 $10.10 per public share,
 or less in certain circumstances, on the liquidation of our Trust Account and our

 Human Capital

 We currently have three 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 the status
 of the proposed Target Business Combination and, if the proposed Target Business Combination is not consummated, whether a different 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

 Item 1.A. Risk Factors.

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

 Risk Factors Summary

 The following is a summary of the principal risks that could adversely affect our
 business, operations and financial results.

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

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

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

 If we seek shareholder approval of our initial Business Combination,
our Sponsor, members of our management team, and the Anchor Investors, 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
within the Combination Period may give potential target businesses leverage over us in negotiating a Business Combination and may limit
the time we have in which to conduct due diligence on potential Business Combination targets, in particular as we approach our dissolution
deadline, which could undermine our ability to complete our initial Business Combination on terms that would produce value for our shareholders.

 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 the status of debt and equity markets.

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

 We may not be able to consummate an initial Business Combination
within the Combination Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our
Public Shares and liquidate, in which case our public shareholders may receive only $10.10 per share, or less than such amount in certain
circumstances, and our warrants will expire worthless.

 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 $10.10 per share.

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

 The NYSE 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.

 The nominal purchase price paid by our Sponsor and the Anchor
Investors 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.

 Risks Relating to our Advisor 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 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.

 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.

 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 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 SDCL or blank check company,
and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

 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 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.

 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.

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

 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.

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

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

 We may choose not to hold a shareholder vote before we complete our initial Business
 Combination if the Business Combination would not require shareholder approval under
 applicable law or stock exchange listing requirement. For instance, if we were seeking to acquire a target business where the consideration
 we were paying in the transaction was all cash, we would typically not be required
 to seek shareholder approval to complete such a transaction. Except for as required by applicable law or stock exchange listing requirement, the
 decision as to whether we will seek shareholder approval of a proposed Business Combination
 or will allow shareholders to sell their shares to us in a tender offer will be made
 by us, solely in our discretion, and will be based on a variety of factors, such as
 the timing of the transaction and whether the terms of the transaction would otherwise
 require us to seek shareholder approval. Accordingly, we may complete our initial Business Combination even if holders of a
 majority of our issued and outstanding ordinary shares do not approve of the Business
 Combination we complete.

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

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

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

 Our initial shareholders own,
on an as-converted basis, 28% of our outstanding ordinary shares, excluding purchases in the Initial Public Offering pursuant to any
indications of interest. Our Sponsor, members of our management team and Anchor Investors also may, from time to time, purchase Class
A ordinary shares prior to our initial Business Combination. Our amended and restated memorandum and articles of association provide that,
if we seek shareholder approval, we will complete our initial Business Combination only if a majority of the ordinary shares, represented
in person or by proxy and entitled to vote thereon and who vote at a shareholder meeting, are voted in favor of the Business Combination.
As a result, in addition to our initial shareholders' Founder Shares, we would need 4,089,562, or 31.03% (assuming all issued and
outstanding shares are voted), or no additional votes from public shareholders will be needed (assuming only the minimum number
of shares representing a quorum are voted), of the 13,177,933 Public Shares sold to be voted in favor of an initial Business Combination
in order to have our initial Business Combination approved. In addition, in the event the A Anchor Investors vote all the 4,000,000 Class
A ordinary shares underlying the 4,000,000 Units acquired in the Initial Public Offering in favor of our initial Business Combination,
then we would need only 2,588,967 Class A ordinary shares in addition to the A Anchor Investors' Class A ordinary shares, or 19.7%
of the 13,177,933 Public Shares sold to be voted in favor of our initial Business Combination in order to have our initial Business Combination
approved (assuming all outstanding shares are voted). In the event that both the A Anchor Investors and B Anchor Investors vote their
underlying Class A ordinary shares in favor of our initial Business Combination, then we would not require any of the other Public Shares
sold to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved. Our Sponsor,
each member of our management team, and each A Anchor Investors, have agreed to vote their Founder Shares and Public Shares in favor of
our initial Business Combination. The B Anchor Investors have agreed to vote their Founder Shares in favor of our initial Business Combination.
Accordingly, if we seek shareholder approval of our initial Business Combination, the agreement by our Sponsor, each member of our management
team, and the Anchor Investors, 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. In the event that the Anchor Investors vote their underlying
Class A ordinary shares in favor of our initial Business Combination, then we would need 2,588,967 or 19.7% (assuming all issued and
outstanding shares are voted) of the 13,177,933 Public Shares sold or none of the 13,177,933 Public Shares sold (assuming only the minimum
number of shares representing a quorum are voted) to be voted in favor of an initial Business Combination in order to have our initial
Business Combination approved.

 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, we may be required to not 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 or in order to satisfy a minimum cash or maximum redemption
 requirement that may be contained in the agreement relating to our initial Business
 Combination. Consequently, if accepting all properly submitted redemption requests would cause
 us to not 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 a large number of shares are submitted for redemption, we may need to restructure
 the transaction to reserve a greater portion of the cash in the Trust Account or arrange
 for additional third-party financing. Raising additional third-party financing may involve dilutive equity issuances or
 the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable Business
 Combination available to us or optimize our capital structure.

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

 Any potential target business with which we enter into negotiations concerning a Business
 Combination will be aware that we must consummate an initial Business Combination within the Combination Period. 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.

 In July 2021, the SEC charged a Special Purpose Acquisition Company (a "SPAC") for misleading
 disclosures, which could have been corrected with more adequate due diligence, and
 obtained substantial relief against the SPAC and its sponsor. Although we will invest in due diligence efforts and commit management time and resources
 to such efforts, there can be no assurance that our due diligence will unveil all
 potential issues with a target business and that we or our Sponsor will not become
 subject to regulatory actions related to such efforts.

 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.

 The COVID-19 pandemic has affected, and other events (such as terrorist attacks, natural disasters, global hostilities
 or a significant outbreak of other infectious diseases) could adversely affect the economies and financial markets worldwide, and the business
 of any potential target business with which we consummate a Business Combination could
 be materially and adversely affected. Furthermore, we may be unable to complete a Business Combination if continued concerns
 relating to COVID-19 or other events restrict travel or limit the ability to have
 meetings with potential investors, or the target company's personnel, vendors and services providers are unavailable to negotiate and consummate
 a transaction in a timely manner. The extent to which COVID-19 impacts our search for a Business Combination will depend
 on future developments, which are highly uncertain and cannot be predicted, including
 new information which may emerge concerning the severity of and perceptions to COVID-19 and its variants and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern (such as terrorist
 attacks, global hostilities, natural disasters or a significant outbreak of other
 infectious diseases) continue for a prolonged period of time, our ability to consummate
 a Business Combination, or the operations of a target business with which we ultimately
 consummate a Business Combination, may be materially adversely affected.

 In addition, our ability to consummate a transaction may be dependent on the ability
 to raise equity and debt financing which may be impacted by COVID-19 and other events,
 including as a result of increased market volatility and decreased market liquidity
 and third-party financing being unavailable on terms acceptable to us or at all.

 Finally, the COVID-19 pandemic or other events (such as terrorist attacks, global hostilities, natural disasters,
 or a significant outbreak of other infectious diseases) may also have the effect of heightening many of the other risks described in this
 "Risk Factors" section, such as those related to the market for our securities and
 cross-border transactions.

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

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

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

 We may not be able to consummate an initial Business Combination within the Combination Period, in which case we would cease all operations except for the purpose of winding up and we would redeem our Public Shares and liquidate, in which case our public shareholders
 may receive only $10.10 per share, or less than such amount in certain circumstances, and our warrants will
 expire worthless.

 We may not be able to find a suitable target business and consummate an initial Business
 Combination within the Combination Period. Our ability to complete our initial Business Combination may be negatively impacted
 by general market conditions, volatility in the equity and debt markets and the other
 risks described herein. For example, the COVID-19 pandemic continues both in the U.S. and globally and, while
 the extent of the impact of the outbreak on us will depend on future developments,
 it could limit our ability to complete our initial Business Combination, including
 as a result of increased market volatility, decreased market liquidity and third-party
 financing being unavailable on terms acceptable to us or at all. Additionally, the COVID-19 pandemic 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 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. In either such case, our public shareholders may receive only $10.10 per public share,
 or less than $10.10 per public share, on the redemption of their shares, and our warrants
 will expire worthless. See "—If third parties bring claims against us, the proceeds held in the Trust Account
 could be reduced and the per-share redemption amount received by shareholders may
 be less than $10.10 per public share" and other risk factors herein.

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

 If we seek shareholder approval of our initial Business Combination and we do not
 conduct redemptions in connection with our initial Business Combination, 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, 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 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.

 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 within the Combination Period or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares, and (iii) the redemption of our Public
Shares if we have not consummated an initial business within the Combination Period, 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 within the Combination Period, 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 are not entitled to protections normally afforded to investors of many other blank
 check companies.

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

 Because of our limited resources and the significant competition for Business Combination
 opportunities, it may be more difficult for us to complete our initial Business Combination. If we have not consummated our initial Business Combination within the required time
 period, our public shareholders may receive only approximately $10.10 per public share,
 or less in certain circumstances, on the liquidation of our Trust Account and our

 We expect to encounter intense competition from other entities having a business objective
 similar to ours, including private investors (which may be individuals or investment
 partnerships), other blank check companies and other entities, domestic and international,
 competing for the types of businesses we intend to acquire. Many of these individuals and entities are well established and have extensive experience
 in identifying and effecting, directly or indirectly, acquisitions of companies operating
 in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or
 more local industry knowledge than we do and our financial resources will be relatively
 limited when contrasted with those of many of these competitors. Additionally, the number of blank check companies looking for Business Combination
 targets has increased compared to recent years and many of these blank check companies
 are sponsored by entities or persons that have a significant experience with completing
 Business Combinations. While we believe there are numerous target businesses we could potentially acquire
 with the net proceeds of the Initial Public Offering and the sale of the Private Placement
 Warrants, our ability to compete with respect to the acquisition of certain target
 businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition
 of certain target businesses. Furthermore, in the event we seek shareholder approval of our initial Business Combination
 and 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, it will potentially reduce the resources
 available to us for our initial Business Combination. 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 $10.10 per public share,
 or less in certain circumstances, on the liquidation of our Trust Account and our
 warrants will expire worthless. See "Risk Factors—If third parties bring claims against us, the proceeds held in the
 Trust Account could be reduced and the per-share redemption amount received by shareholders
 may be less than $10.10 per share" and other risk factors herein.

 The warrants are accounted for as liabilities and are recorded at fair value upon
 issuance with changes in fair value each period reported in profit or loss, which
 may have an adverse effect on the market price of our securities or may make it more
 difficult for the Company to consummate an initial Business Combination.

 We account for both the public and Private Placement Warrants as derivative liabilities. At each reporting period and upon certain events that may impact the price of the
 instruments (such as the initial Business Combination), (i) the warrants may no longer
 be recognized as liabilities if and when the obligation specified in the contract
 is discharged or cancelled or expires, and (ii) the fair value of the warrants will
 be remeasured and the change in the fair value will be recorded as a net gain or loss
 in the statement of comprehensive income. In the absence of a quoted market price for the warrants we may use a valuation model
 to estimate fair value. The share price of the Class A ordinary shares represents a significant input that
 impacts the fair value of the warrants and all else being equal, as the price of Class
 A ordinary shares increase the amount of the warrant liability will increase. Additional factors that will impact the valuation model include volatility, discount
 rates and stated interest rates. As a result, the statement of financial position and the profit or loss in the statement
 of comprehensive income will fluctuate, based on various factors, such as the share
 price of the Class A ordinary shares, many of which are outside of our control. In addition, we may change the underlying assumptions used in the valuation model,
 which could result in significant fluctuations in our profit or loss. If the Class A ordinary share price is volatile, we expect that we will recognize
 non-cash gains or losses on the warrants each reporting period and that the amount
 of such gains or losses could be material. The impact of changes in fair value on profit or loss may have an adverse effect on
 the market price of the Class A ordinary shares. In addition, potential target companies or businesses may seek to complete a Business
 Combination with a special purpose acquisition company that does not have warrants
 that are accounted for as a liability, which may make it more difficult for us to
 consummate an initial Business Combination with a target company or business.

 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 $10.10 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 (except for 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 we are unable to
 find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims
 they may have in the future as a result of, or arising out of, any negotiations, contracts
 or agreements with us and will not seek recourse against the Trust Account for any
 reason. Upon redemption of our Public Shares, if we have not consummated an initial Business Combination within the Combination Period, or upon the exercise of a redemption right in connection with our initial Business Combination,
 we will be required to provide for payment of claims of creditors that were not waived
 that may be brought against us within the ten years following redemption. Accordingly, the per-share redemption amount received by public shareholders could
 be less than the $10.10 per public share initially held in the Trust Account, due
 to claims of such creditors. Pursuant to the letter agreement the form of which is filed as an exhibit to the IPO
 registration statement, our Sponsor 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) $10.10 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 $10.10 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 of 1933, as amended (the "Securities Act"). Moreover, in the event that an executed waiver is deemed to be unenforceable against
 a third-party, our Sponsor will not be responsible to the extent of any liability
 for such third-party claims.

 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 $10.10 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) $10.10 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
 $10.10 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 $10.10 per public share.

 We may not have sufficient funds to satisfy indemnification claims of our directors
 and executive officers.

 We have agreed to indemnify our officers and directors to the fullest extent permitted
 by law. However, our officers and directors 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 may discourage shareholders
 from bringing a lawsuit against our officers or directors for breach of their fiduciary
 duty. These provisions also may have the effect of reducing the likelihood of derivative
 litigation against our officers and directors, 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.

 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 a voidable performance either as 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
 would be reduced.

 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 $18,292.68 and imprisonment for five
 years in the Cayman Islands.

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

 In accordance with the NYSE 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 the NYSE. There is no requirement under the Companies Act (as the same may be supplemented or
 amended from time to time, 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. As holders of our Class A ordinary shares, our public shareholders will not have the
 right to vote on the appointment of directors prior to consummation of our initial
 Business Combination. In addition, holders of a majority of our Founder Shares may remove a member of our
 board of directors for any reason.

 Because we are neither limited to evaluating a target business in a particular industry,
 sector or geographic area nor 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 with an operating company of any
 size (subject to our satisfaction of the 80% of net assets test) and in any industry,
 sector or geographic area, 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. 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, ordinary shares or warrants
 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 that 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, ordinary shares or warrants
 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 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 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.

 Although 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, if shareholder approval of the transaction is required by applicable
 law or stock exchange listing requirements, or we decide to obtain shareholder approval
 for business or other reasons, it may be more difficult for us to attain shareholder
 approval of our initial Business Combination if the target business does not meet
 our general criteria and guidelines. If we have not consummated our initial Business Combination within the required time
 period, our public shareholders may receive only approximately $10.10 per public share,
 or less in certain circumstances, on the liquidation of our Trust Account and our

 We are not required to obtain an opinion regarding fairness 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 our Initial Public Offering or any of their affiliates
 to provide additional services to us. These financial incentives may cause the underwriters to have potential conflicts
 of interest in rendering any such additional services to us after the Initial Public
 Offering.

 We may engage the underwriters from our Initial Public Offering or any 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 the underwriters or any of their affiliates fair and reasonable fees or
 other compensation that would be determined at that time in an arm's length negotiation. The underwriters or any of their affiliates' financial interests 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.

 Any due diligence in connection with an initial Business Combination may not reveal
 all relevant considerations or liabilities of a target business, which could have
 a material adverse effect on our business, financial condition, results of operations
 and prospects.

 The due diligence undertaken with respect to a potential initial Business Combination
 may not reveal all relevant facts that may be necessary to evaluate such transaction
 or to formulate a business strategy. Furthermore, the information provided during due diligence may not be adequate or
 accurate. As part of the due diligence process, we will also make subjective judgments regarding
 the results of operations, financial condition and prospects of a potential initial
 Business Combination, and these judgments may be inaccurate.

 Due diligence conducted in connection with an initial Business Combination may not
 result in the initial Business Combination being successful. If the due diligence investigation fails to identify material information regarding
 an opportunity, or if we consider such material risks to be commercially acceptable
 relative to the opportunity, and we proceed with an initial Business Combination,
 our company may subsequently incur substantial impairment charges or other losses.

 In addition, following an initial Business Combination, we may be subject to significant,
 previously undisclosed liabilities of the acquired business that were not identified
 during due diligence and which could have a material adverse effect on our business,
 financial condition, results of operations and prospects.

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

 The federal proxy rules require that a proxy statement with respect to a vote on a
 Business Combination meeting certain financial significance tests include historical
 and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender
 offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be
 reconciled to, accounting principles generally accepted in the United States of America
 ("U.S. GAAP"), or international financial reporting standards as issued by the International Accounting
 Standards Board, or IFRS, depending on the circumstances and the historical financial
 statements may be required to be audited in accordance with the standards of the Public
 Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses
 we may acquire because some targets may be unable to provide such 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 $10.10 per public share,
 or less in certain circumstances, on the liquidation of our Trust Account and our

 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 that 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 $10.10 per public share,
 or less in certain circumstances, on the liquidation of our Trust Account and our

 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 this Annual Report on Form 10-K. Only in the event we are deemed to be a large accelerated filer or an accelerated
 filer and no longer qualify as an emerging growth company, will we not 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 we may be required to not 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 or in order to satisfy a minimum cash or maximum redemption
 requirement that may be contained in the agreement relating to our initial Business
 Combination. As a result, we may be able to complete our initial Business Combination even though
 a substantial majority of our public shareholders do not agree with the transaction
 and have redeemed their shares or, if we seek shareholder approval of our initial
 Business Combination and do not conduct redemptions in connection with our initial
 Business Combination pursuant to the tender offer rules, have entered into privately
 negotiated agreements to sell their 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 exceeds 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 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,
 meaning the approval of holders of at least two-thirds of our ordinary shares who
 attend and vote at a general meeting of the company, and amending our warrant agreement
 will require a vote of holders of at least 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 require
 us to provide our public shareholders with the opportunity to redeem their Public
 Shares for cash if we propose an amendment to our amended and restated memorandum
 and articles of association (A) that would modify the substance or timing of our obligation
 to provide holders of our Class A ordinary shares the right to have their shares redeemed
 in connection with our initial Business Combination or to redeem 100% of our Public
 Shares if we do not complete our initial Business Combination within the Combination Period or (B) with respect to any other provision relating to the rights of holders of our
 Class A ordinary shares. To the extent any of such amendments would be deemed to fundamentally change the nature
 of any of the securities offered through the Initial Public Offering, we would register,
 or seek an exemption from registration for, the affected securities.

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

 Some other blank check companies have a provision in their charter which prohibits
 the amendment of certain of its provisions, including those which relate to a company's pre-Business Combination activity, without approval by 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-Business Combination activity (including the requirement
 to deposit proceeds of the Initial Public Offering and the Private Placement of warrants
 into the Trust Account and not release such amounts except in specified circumstances,
 and to provide redemption rights to public shareholders as described herein) may be
 amended if approved by special resolution, meaning holders of at least two-thirds
 of our ordinary shares who attend and vote at a general meeting of the company, and
 corresponding provisions of the trust agreement governing the release of funds from
 our Trust Account may be amended if approved by holders of at least 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 passed by not less
 than two-thirds of our ordinary shares who attend and vote at our general meeting
 which shall include the affirmative vote of a simple majority of our Class B ordinary
 shares. Our Sponsor and its permitted transferees, if any, who collectively beneficially own,
 on an as-converted basis, 20% of our Class A 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 blank check companies, and this may increase our ability to
 complete a Business Combination with which you do not agree. Our shareholders may pursue remedies against us for any breach of our amended and
 restated memorandum and articles of association.

 Our Sponsor, the A Anchor Investors, our executive officers and directors 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 within the Combination Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares, 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,
 executive officers or directors 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 $10.10 per public share,
 or less in certain circumstances, on the liquidation of our Trust Account and our

 If the net proceeds of the Initial Public Offering and the sale of the Private Placement
 Warrants available to us prove to be insufficient, either because of the size of our
 initial Business Combination, the depletion of the available net proceeds in search
 of a target business, the obligation to redeem for cash a significant number of shares
 from shareholders who elect redemption in connection with our initial Business Combination
 or the terms of negotiated transactions to purchase shares in connection with our
 initial Business Combination, we may be required to seek additional financing or to
 abandon the proposed Business Combination. We cannot assure you that such financing will be available on acceptable terms, if
 at all. 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 $10.10 per public share,
 or less in certain circumstances, on the liquidation of our Trust Account and our

 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.

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

 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 seeking targets for their initial Business Combination, as well as many
 special acquisition companies currently in registration. As a result, at times, fewer attractive targets may be available, and it may require
 more time, effort and resources to identify a suitable target and 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 target companies to demand improved financial terms. Attractive deals could also become scarcer for other reasons, such as economic or
 industry sector downturns, equity market valuations, 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.

 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.

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

 We may choose to incur substantial debt to complete our initial Business Combination. We 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 sale of the Private Placement Warrants, which will
 cause us to be solely dependent on a single business that may have a limited number
 of products or services. This lack of diversification may negatively impact our operations and profitability.

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

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

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

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

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

 If we determine to simultaneously acquire several businesses that are owned by different
 sellers, we will need for each of such sellers to agree that our purchase of its business
 is contingent on the simultaneous closings of the other Business Combinations, which
 may make it more difficult for us, and delay our ability, to complete our initial
 Business Combination. With multiple Business Combinations, we could also face additional risks, including
 additional burdens and costs with respect to possible multiple negotiations and due
 diligence (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.

 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 $10.10 per share.

 The proceeds held in the Trust
Account were initially 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. Following the Extraordinary General Meeting (as defined further below), we moved the funds in the Trust Account out of
investment in securities and into an interest-bearing bank deposit account until the earlier of consummation of the Company's initial
Business Combination or liquidation in order to mitigate the risk of being deemed an unregistered investment company. 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 $10.10 per share. Negative interest rates could also reduce the amount of funds we have available
to complete our initial Business Combination.

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

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

 restrictions on the nature of our investments; and

 restrictions on the issuance of securities,

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

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

 registration as an investment company with the SEC;

 adoption of a specific form of corporate structure; and

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

 In order not to be regulated as an investment company under the Investment Company
 Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily
 in a business other than investing, reinvesting or trading of securities and that
 our activities do not include investing, reinvesting, owning, holding or trading "investment
 securities" constituting more than 40% of our assets (exclusive of U.S. government
 securities and cash items) on an unconsolidated basis. Our business will be to identify and complete a Business Combination and thereafter
 to operate the post-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 will subject us to the Investment Company Act. The funds in the Trust Account may only be (i) held uninvested, (ii)
held in an interest-bearing bank demand deposit account, or (iii) held only in U.S. government treasury obligations with a maturity
of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain conditions under
Rule 2a-7 under the Investment Company Act. 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. Our securities
are 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 within the Combination Period or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares; or (iii) absent our completing an initial Business Combination within the Combination
Period, 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 and may hinder our ability to complete a Business Combination. If we have not consummated our initial Business
Combination within the required time period, our public shareholders may receive only approximately $10.10 per public share, or less in
certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

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

 If we seek shareholder approval of our initial Business Combination and we do not
 conduct redemptions in connection with our initial Business Combination pursuant to
 the tender offer rules, our amended and restated memorandum and articles of association
 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 the "Excess Shares," without our prior consent. However, we do not restrict 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.

 The NYSE 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 Class A ordinary shares, public warrants and units are listed on the New York Stock
 Exchange ("NYSE"). The Company is subject to compliance with NYSE's continued listing requirements in order to maintain the listing of its securities
 on NYSE. Such continued listing requirements for the Class A ordinary shares include:

 maintaining an average aggregate global market
 capitalization of at least $50,000,000 or an average aggregate global market capitalization attributable to publicly-held Class A
 ordinary shares of at least $40,000,000, excluding Class A ordinary shares held by the Company's directors, officers, or their
 immediate families and other concentrated holdings of ten percent or greater, in each case measured over thirty consecutive trading
 days;

 300 public shareholders; and

 600,000 publicly-held Class A ordinary shares.

 On January 12, 2023, we received a notice from NYSE that we were not in compliance with NYSE listing standard 802.01B because we had fallen below compliance with the 300 public shareholders requirement. In accordance with the NYSE listing requirements, we submitted a plan that demonstrated
 how we expected to return to compliance with NYSE listing standard 802.01B. On August 23, 2023, NYSE notified us that we were again in compliance with NYSE listing standard
 802.01B but that we were subject to continued monitoring and review for a period of
 12 months. While we have regained compliance with the continued listing requirements, we may
 in the future again fail to be in compliance with the NYSE listing standards and we
 may be subject to corrective action by NYSE, which may include suspension and delisting
 procedures.

 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 applicable exchange's initial listing requirements, which are more rigorous than continued listing requirements,
 in order to continue to maintain the listing of our securities.

 We cannot assure you that we will be able to meet those listing requirements at that
 time.

 We expect that if the Class A ordinary shares fail to meet NYSE's continued listing requirements, our Units will also fail to meet NYSE's continued listing requirements for those securities. We cannot assure you that any of its Class A ordinary shares or Units will be able to meet any of NYSE's continued listing requirements. If our securities do not meet NYSE's continued listing requirements, NYSE may delist our securities from trading on its exchange. If NYSE delists any of our securities from trading on its exchange and we are not able to list such securities on another national securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, the Company could face significant material adverse consequences,
 including:

 a limited availability of market quotations for the Company's
securities;

 reduced liquidity for the Company's securities;

 a determination that the Class A ordinary shares are a "penny
stock" which will require brokers trading in 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 the Company's 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." The Company's Class A ordinary shares, units and warrants currently qualify as covered securities under such 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 the Company is 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 the Company was no longer listed on NYSE, the Company's securities would not qualify as covered securities under such statute and the Company
 would be subject to regulation in each state in which it offers its securities, including in connection with our initial Business Combination, which may negatively
 impact our ability to consummate our Initial Business Combination.

 The nominal purchase price paid by our Sponsor and the Anchor Investors 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.

 Our Units were sold in the
Initial Public Offering at a price of $10.00 per unit and the amount in our Trust Account was $10.10 per public share, implying an initial
value of $10.10 per public share. However, prior to the Initial Public Offering, our Sponsor and the Anchor Investors paid a nominal aggregate
purchase price of $25,000 for the Founder Shares, or approximately $0.005 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 $142,069,535, which is the amount
we would have for our initial Business Combination in the Trust Account, no 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, 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 $7.82 per share upon consummation of our initial Business Combination, which is a 20% decrease
as compared to the initial implied value per public share of $10.77.

 Public Shares

 13,177,933

 Founder Shares

 Total shares

 18,176,744

 Total funds in trust available for initial Business Combination

 $
 142,069,535

 Initial implied value per public share

 $
 10.77

 Implied value per share upon consummation of initial Business Combination

 $
 7.82

 Note that redemptions of our
Public Shares in connection with our initial Business Combination would further reduce the implied value of our ordinary shares. For instance,
in the example above, if 50% of the Public Shares were redeemed in connection with our initial Business Combination, the implied value
per ordinary share would be $6.13.

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

 Upon the closing of the Initial
Public Offering and partial exercise of the over-allotment option, our Sponsor and the Anchor Investors have invested in us an aggregate
of $9,023,574, comprised of the $25,000 purchase price for the Founder Shares and the $8,998,574 purchase price for the Private Placement
Warrants. Assuming a trading price of $10.00 per share upon consummation of our initial Business Combination, the 4,998,811 Founder Shares
would have an aggregate implied value of $39,090,702. Even if the trading price of our ordinary shares were as low as $2.01 per share,
and the Private Placement Warrants are worthless, the value of the Founder Shares would approximately be equal to the Sponsor's
and Anchor Investors' initial investment in us. As a result, our Sponsor and the Anchor Investors are likely to be able to make
a substantial profit on their investment in us at a time when our Public Shares have lost significant value (whether because of a substantial
amount of redemptions of our Public Shares or any other reason). 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 and the Anchor Investors had paid the same per share price for the Founder Shares as our public shareholders paid for their Public
Shares.

 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 authorize the issuance of up to 500,000,000 Class A ordinary shares, par value $0.0001 per
share, 50,000,000 Class B ordinary shares, par value $0.0001 per share, and 5,000,000 preference shares, par value $0.0001 per
share. As of December 31, 2023, there were 13,177,933 Class A ordinary shares, par value $0.0001 per share, and 4,998,811 Class
B ordinary shares, par value $0.0001 per share, issued and outstanding. The Class B ordinary shares will automatically convert into
Class A ordinary shares at the time of our initial Business Combination as described herein and in our amended and restated
memorandum and articles of association. As of December 31, 2023, 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 to redeem the warrants or upon conversion
 of the Class B ordinary shares at a ratio greater than one-to-one at the time of our
 initial Business Combination as a result of the anti-dilution provisions contained
 in our amended and restated memorandum and articles of association. 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 public investors, which dilution would
 increase if the anti-dilution provisions in the Class B ordinary shares resulted in
 the issuance of Class A ordinary shares on a greater than one-to-one basis upon conversion
 of the Class B ordinary shares;

 may subordinate the rights of holders of 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

 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, the A Anchor Investors, any of its
 or their 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 permitted to exercise your warrants unless we register and qualify
 the issuance of the underlying Class A ordinary shares or certain exemptions are available. Such registration may not be in place when an investor desires to exercise warrants,
 thus precluding such investor from being able to exercise its warrants and causing
 such warrants to expire worthless.

 Pursuant to terms of the warrant agreement, we have agreed that, as soon as practicable,
 but in no event later than twenty (20) business days after the closing of our initial
 Business Combination, we will use our commercially reasonable efforts to file a registration
 statement covering the issuance of such shares, and we will use our commercially reasonable
 efforts to cause the same to become effective within sixty (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 that were included as
 part of the Units. 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 to cure any ambiguity or correct any defective provision,
 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 warrant agreement designates the courts of the State of New York or the United
 States District Court for the Southern District of New York as the sole and exclusive
 forum for certain types of actions and proceedings that may be initiated by holders
 of our warrants, which could limit the ability of warrant holders to obtain a favorable
 judicial forum for disputes with our company.

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

 Notwithstanding the foregoing, these provisions of the warrant agreement do not apply
 to suits brought to enforce any liability or duty created by the Exchange Act or any
 other claim for which the federal district courts of the United States of America
 are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our
 warrants shall be deemed to have notice of and to have consented to the forum provisions
 in our warrant agreement. If any action, the subject matter of which is within the scope of the forum provisions
 of the warrant agreement, is filed in a court other than a court of the State of New
 York or the United States District Court for the Southern District of New York (a
 "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 warrants at any time after they become
 exercisable and prior to their expiration, at a price of $0.01 per warrant if, among
 other things, the last reported sale price of Class A ordinary shares for any 20 trading
 days within a 30-trading day period ending on the third trading day prior to the date
 on which the Company sends the notice of redemption to the warrant holders (the "Reference
 Value") equals or exceeds $18.00 per share (as adjusted). If and when the warrants become redeemable by us, we may exercise our redemption right
 even if we are unable to register or qualify the underlying securities for sale under
 all applicable state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are
 otherwise unable to exercise the warrants. Redemption of the outstanding warrants 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 warrants at any time after
 they become exercisable and prior to their expiration, at a price of $0.10 per warrant
 if, among other things, the Reference Value equals or exceeds $10.00 per share (as
 adjusted). In such a case, the holders will be able to exercise their warrants prior to redemption
 for a number of Class A ordinary shares determined based on the redemption date and
 the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value the
 holders would have received if they had exercised their warrants at a later time where
 the underlying share price is higher and (2) may not compensate the holders for the
 value of the warrants, including because the number of ordinary shares received is
 capped at 0.361 Class A ordinary shares per warrant (subject to adjustment) irrespective
 of the remaining life of the warrants.

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

 We have issued warrants to purchase 8,750,000 of our Class A ordinary shares and 1,247,623
 of our Class A ordinary shares, respectively, in connection with closing of the Initial
 Public Offering and partial exercise of the over-allotment option, at a price of $11.50
 per whole share (subject to adjustment), as part of the Units and, simultaneously
 with the closing of the Initial Public Offering and partial exercise of the over-allotment
 option, we respectively issued in a Private Placement an aggregate of 8,250,000 Private
 Placement Warrants and 748,574 Private Placement Warrants, each exercisable to purchase
 one Class A ordinary share at a price of $11.50 per share, subject to adjustment. Our initial shareholders currently hold 4,998,811 Class B ordinary shares. The Class B

 ordinary shares are convertible into Class A ordinary shares on a one-for-one
 basis, subject to adjustment as set forth herein. In addition, if our Sponsor, an affiliate of our Sponsor or certain of our directors
 and officers make any working capital loans, up to $1,500,000 of such loans may be
 converted into warrants, at the price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement Warrants. To the extent we issue Class A ordinary shares to effectuate a Business Combination,
 the potential for the issuance of a substantial number of additional Class A ordinary
 shares upon exercise of these warrants or conversion rights could make us a less attractive
 acquisition vehicle to a target business. Any such issuance will increase the number of issued and outstanding Class A ordinary
 shares and reduce the value of the Class A ordinary shares issued to complete the
 Business Combination. Therefore, our warrants and Founder Shares may make it more difficult to effectuate
 a Business Combination or increase the cost of acquiring the target business. In addition, if the Sponsor, the A Anchor Investors, or its or their affiliates or
 a member of our management team makes any working capital loans, it may convert up
 to $1,500,000 of such loans into up to an additional 1,500,000 Private Placement Warrants,
 at the price of $1.00 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 Combination
 or increase the cost of acquiring the target business.

 So long as the Private Placement Warrants are held by our Sponsor, the A Anchor Investors
 or their permitted transferees, (i) they will not be redeemable by us for cash (except
 under certain limited exceptions), (ii) they (including the Class A ordinary shares
 issuable upon exercise of these warrants) may not, subject to certain limited exceptions,
 be transferred, assigned or sold by our Sponsor until 30 days after the completion
 of our initial Business Combination and (iii) they may be exercised by the holders
 on a cashless basis.

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

 Each Unit contains one-half of one redeemable warrant. Pursuant to the warrant agreement, no fractional warrants will be issued upon separation
 of the Units, and only whole warrants will trade. 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 or a greater fraction of 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-half of the number of shares
 compared to Units that each contain a whole warrant to purchase one whole share, thus
 making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this Unit structure may cause our Units to be worth less than if a Unit
 included one whole warrant or a greater fraction of one whole warrant to purchase
 one whole share.

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

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

 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 the initial Business Combination
 at an issue price or effective issue price of less than $9.20 per Class A ordinary
 share (with such issue price or effective issue price to be determined in good faith
 by our board of directors and, in the case of any such issuance to the Sponsor or
 its affiliates, without taking into account any Founder Shares held by the Sponsor
 or such affiliates, as applicable, prior to such issuance) (the "Newly Issued Price"),
 (ii) the aggregate gross proceeds from such issuances represent more than 60% of the
 total equity proceeds, and interest thereon, available for the funding of our initial
 Business Combination on the date of the consummation of our initial Business Combination
 (net of redemptions), and (iii) the volume weighted average trading price of our Class
 A ordinary shares during the 20 trading day period starting on the trading day prior
 to the day on which we consummate our initial Business Combination (such price, the
 "Market Value") is below $9.20 per share, then the exercise price of the warrants
 will be adjusted (to 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 applicable
 to our warrants will be adjusted (to the nearest cent) to be equal to 180% of the
 higher of the Market Value and the Newly Issued Price, and the $10.00 per share redemption
 trigger price applicable to our warrants will be adjusted (to the nearest cent) to
 be equal to the higher of the Market Value and the Newly Issued Price. This may make it more difficult for us to consummate an initial Business Combination
 with a target business

 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 our 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 have been issued to our Sponsor, are
 entitled to vote on the appointment 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.

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

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

 Our corporate affairs are governed by our amended and restated memorandum and articles
 of association, the Companies Act 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 shareholder's derivative action in a Federal court of the United States.

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

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

 Since only holders of our Founder Shares have the right to vote on the appointment
 of directors, the NYSE may consider us to be a "controlled company" within the meaning
 of the NYSE 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 of directors. As a result, the NYSE may consider us to be a "controlled company" within the meaning
 of the NYSE corporate governance standards. Under the NYSE 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 the NYSE;

 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 the NYSE, 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 NYSE corporate governance requirements.

 If we have not consummated an initial Business Combination within the Combination Period, our public shareholders may be forced to wait beyond such time period before redemption from our Trust Account.

 If we have not consummated an initial Business Combination within the Combination Period, 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, as further described herein. Any redemption of public shareholders from the Trust Account will be effected automatically
 by function of our amended and restated memorandum and articles of association prior
 to any voluntary winding up. If we are required to wind up, liquidate the Trust Account and distribute such amount
 therein, pro rata, to our public shareholders, as part of any liquidation process,
 such winding up, liquidation and distribution must comply with the applicable provisions
 of the Companies

 Act. In that case, investors may be forced to wait beyond the Combination Period before the redemption proceeds of our Trust Account become available to them, and
 they receive the return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the date of our redemption
 or liquidation unless, prior thereto, we consummate our initial Business Combination
 or amend certain provisions of our amended 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 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.

 Holders of Class A ordinary shares will not be entitled to vote on any appointment
 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 of directors. Holders of our Public Shares will not be entitled to vote on the appointment of directors
 during such time. In addition, prior to 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 Business Combination.

 The warrants may become exercisable and redeemable for a security other than the Class
 A ordinary shares, and you do 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 (20) business days of the closing of an initial Business Combination.

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

 At or after the time of our initial Business Combination, our initial shareholders
 and their permitted transferees, can demand that we register the resale of the Class
 A ordinary shares into which Founder Shares are convertible, the Private Placement
 Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement
 Warrants, and warrants that may be issued upon conversion of working capital loans
 and the Class A ordinary shares issuable upon conversion of such warrants. The registration and availability of such a significant number of securities for trading
 in the public market may have an adverse effect on the market price of our Class A
 ordinary shares. In addition, the existence of the registration rights may make our 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 initial shareholders or holders of working capital loans or their respective
 permitted transferees are registered.

 We may reincorporate or re-domicile in, or transfer our tax residence to, 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 addition, the effect of such reincorporation, re-domiciliation or change of tax
 residence may result in taxes being imposed on us or our shareholders or warrant holders.

 In connection with our initial Business Combination, we may reincorporate or re-domicile
 in, or transfer our tax residence to, another jurisdiction or merge into a new entity
 in such 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 Cayman Islands or 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. In addition, the effect of such reincorporation, re-domiciliation, transfer of tax
 residence or merger, may result in taxes imposed on us or our shareholders or warrant
 holders.

 Such transactions 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), in which
 the target company is located, or in which we reincorporate, re-domicile, transfer
 our tax residence or merge. We do not intend to make any cash distributions to shareholders or warrant holders
 to pay any 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, re-domiciliation,
 transfer of tax residence or merger.

 Failure to maintain our status as tax resident solely in the Cayman Islands could
 adversely affect our financial and operating results

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

 Risks Relating to our Advisor 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, subject to his or her fiduciary duties
 under Cayman Islands law. However, we believe the ability of such individuals to remain with us after the completion
 of our initial Business Combination will not be the determining factor in our decision
 as to whether or not we will proceed with any potential Business Combination. There is no certainty, however, that any of our key personnel will remain with us
 after the completion of our initial Business Combination. We cannot assure you that any of our key personnel will remain in senior management
 or advisory positions with us. The determination as to whether any of our key personnel will remain with us will
 be made at the time of our initial Business Combination.

 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. The loss of key personnel could negatively impact the operations and profitability
 of our post-combination business.

 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 Business Combination.

 Our executive officers and directors are not required to, and will not, commit their
 full time to our affairs, which may result in a conflict of interest in allocating
 their time between our operations and our search for a Business Combination and their
 other businesses. We do not intend to have any full-time employees prior to the completion of our 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 that may have a negative impact on our ability to complete
 our initial Business Combination. For a discussion of our executive officers' and directors' other business affairs, please see "Item 10. Directors, Executive Officers and Corporate Governance."

 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
 SDCL or blank check company, and, accordingly, may have conflicts of interest in determining
 to which entity a particular business opportunity should be presented.

 Until we consummate our initial Business Combination, we intend to engage in the business
 of identifying and combining with one or more businesses 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, subject to his or her fiduciary duties under Cayman Islands
 law. Accordingly, they may have conflicts of interest in determining to which entity a
 particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may
 be presented to another entity prior to its presentation to us, subject to their fiduciary
 duties under Cayman Islands law.

 In addition, our Sponsor, officers and directors are, and/or may in the future become
 affiliated with other blank check companies or other entities that may have acquisition
 objectives that are similar to ours. Our Sponsor and directors and officers are also not prohibited from sponsoring, investing
 or otherwise becoming involved with, any other blank check companies, including in
 connection with their initial Business Combinations, prior to us completing our initial
 Business Combination, and any such involvement my result in conflicts of interests
 as described above. Accordingly, they may have conflicts of interest in determining to which entity a
 particular business opportunity should be presented. SDCL as well as its or our directors and officers also may become aware of business
 opportunities which may be appropriate for presentation to us and the other entities
 to which they owe certain fiduciary or contractual duties or otherwise have an interest
 in, including SDCL, SDCL Funds, our Sponsor, their affiliates, or to certain other
 companies in which they or the foregoing persons have invested or which they have
 advised, and any other special purpose acquisition company in which they may become
 involved, including companies in industries we may target for our initial Business
 Combination. Accordingly, they may have conflicts of interest in determining to which entity a
 particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may
 be presented to other entities prior to its presentation to us, subject to his or
 her fiduciary duties. Our amended and restated memorandum and articles of association provide that we renounce
 our interest in any corporate opportunity offered to any director or officer unless
 such opportunity is expressly offered to such person solely in his or her capacity
 as a director or officer of the company and it is an opportunity that we are able
 to reasonably pursue.

 In addition, SDCL directly or indirectly advises a significant number of SDCL Funds,
 portfolio companies and their affiliates that may compete with us for acquisition
 opportunities, and if pursued by them we may be precluded from pursuing such opportunities. Investment ideas generated within SDCL may be suitable for both us and for current
 or future SDCL Funds and may be directed to such SDCL Funds rather than to us. Such opportunities may outperform any businesses we acquire. Neither SDCL nor members of our management team who are also employed by or serve
 as directors of SDCL or SDCL Funds or their affiliates have any obligation to present
 us with any opportunity for a potential Business Combination of which they become
 aware, unless presented to such member solely in his or her capacity as an officer
 of the company.

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

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

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

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

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

 In light of the involvement of our Sponsor, executive officers and directors with
 other entities, we may decide to acquire one or more businesses affiliated with our
 Sponsor, executive officers, directors or initial shareholders. Our directors also serve as officers and board members for other entities, including,
 without limitation, those described under "Item 10. Directors, Executive Officers and Corporate Governance – Conflicts of Interest." Our Sponsor, 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. 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.

 Members of our management team and companies affiliated thereof have been, and may
 from time to time be, involved in legal proceedings or governmental investigations
 unrelated to our business.

 Members of our management team have been involved in a wide variety of businesses. Such involvement has, and may lead to, media coverage and public awareness. As a result of such involvement, members of our management team and companies affiliated
 thereof have been, and may from time to time be, involved in legal proceedings or
 governmental investigations unrelated to our business. Any such proceedings or investigations may be detrimental to our or their reputation
 or result in other negative consequences or damages, which could negatively affect
 our ability to identify and complete an initial Business Combination and may have
 an adverse effect on the price of our securities.

 Since our 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 during or after the Initial Public Offering), a conflict of interest may arise in determining whether a particular
Business Combination target is appropriate for our initial Business Combination.

 Our initial shareholders hold
4,998,811 as of the date of this Annual Report, including 2,639,375 held by our Sponsor. On February 23, 2021, our Sponsor paid $25,000,
or $0.003 per share, to cover certain of our offering costs in consideration of 7,187,500 Class B ordinary shares, par value $0.0001.
On July 14, 2021, the Company repurchased 2,156,250 Founder Shares from our Sponsor for an aggregate consideration of $0.001 and
subsequently cancelled the repurchased shares, resulting in a decrease in the total number of Class B ordinary shares outstanding to 5,031,250
shares. On October 8, 2021, our Sponsor sold 2,374,750 Founder Shares to the Anchor Investors (in an amount of 503,125 Founder Shares
to each A Anchor Investor, 181,125 Founder Shares to each 3.6% B Anchor Investor, 201,250 Class B ordinary shares to each 4% B Anchor
Investor, and 201,250 Class B ordinary shares to each Additional 4% B Anchor Investor) for an aggregate purchase price of $11,800 or approximately
$0.005 per share. Prior to the initial investment in the company of $25,000 by the Sponsor, the Company had no assets, tangible or intangible.
The per share price of the Founder Shares was determined by dividing the amount contributed to the Company by the number of Founder Shares
issued. The Founder Shares will be worthless if we do not complete an initial Business Combination.

 The Anchor Investors purchased
15,864,997 Units in the Initial Public Offering. In addition, the A Anchor Investors each purchased 899,857 Private Placement Warrants,
and our Sponsor purchased 7,198,860 Private Placement Warrants, each exercisable to purchase one Class A ordinary share at $11.50 per
share, subject to adjustment, at a price of $1.00 per warrant ($8,998,574 in the aggregate), in a Private Placement. If we do not consummate
an initial Business Combination within the Combination Period, the Private Placement Warrants will expire worthless.

 The personal and financial interests of our Sponsor, 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 end of the Combination Period nears, which is the deadline for our consummation of an initial Business Combination.

 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 suc h 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 our initial Business Combination may collectively
 own a minority interest in the post-Business Combination company, depending on valuations
 ascribed to the target and us in 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.

 Our Sponsor controls 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.

 Our Sponsor owns, on an as-converted basis, approximately 14.5% of our issued and outstanding ordinary shares. Accordingly, it 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 purchases any Units or any additional Class A ordinary shares in the
 open market or in privately negotiated transactions, this would increase its control. In addition, our board of directors, whose members were elected by our Sponsor, is
 and will be divided into three classes, each of which will generally serve for a term
 of three years with only one class of directors being elected in each year. We may not hold 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 our 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.

 Our letter agreements with our initial shareholders, officers and directors may be
 amended without shareholder approval.

 Our letter agreements with our initial shareholders, officers and directors contains
 provisions relating to, among other things, restrictions on transfer of our Founder Shares and Private Placement Warrants, indemnification of the Trust Account, waiver
 of redemption rights and participation in liquidating distributions from the Trust
 Account. The letter agreement may be amended without shareholder approval. While we do not expect our board of directors to approve any amendment to the letter
 agreement prior to our initial Business Combination, it may be possible that our board
 of directors, in exercising its business judgment and subject to its fiduciary duties,
 chooses to approve one or more amendments to the letter agreements. Any such amendments to the letter agreement would not require approval from our shareholders
 and may have an adverse effect on the value of an investment in our securities.

 We 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. For a discussion of certain of our executive officers' and directors' other business endeavors, please see "Item 10. Directors, Executive Officers and Corporate Governance." We do not have an employment agreement with, or key-man insurance on the life of,
 any of our directors or 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, including devaluations and other exchange
 rate movements;

 rates of inflation, price instability and interest rate fluctuations;

 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;

 government appropriation of assets, regime changes and political upheaval;

 terrorist attacks, natural disasters, global hostilities 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 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, any or all of 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
 could 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
 that 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

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

 Because we lack an operating
 history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our initial Business
 Combination with one or more target businesses. Although we announced on August 21, 2023 that we had executed a non-binding
 letter of intent with Magnet Joint Venture GmbH ("JV GmbH"), KME SE ("KME") and The Paragon Fund III GmbH
 & Co. geschlossene Investment KG ("Paragon") for a proposed Business Combination (the "Target Business
 Combination"), and on February 20, 2024 we entered into a business combination agreement to that effect (the
 "Business Combination Agreement"), we may be unable to complete the Target Business Combination. If we fail to complete
 any initial Business Combination, we will never generate any operating revenues. For more information about the Business Combination
 Agreement and the proposed Target Business Combination, see our Current Report on Form 8-K filed with the SEC on February 20,
 2024, and the Target Disclosure Statement that we will file with the SEC.

 Past performance by any member or members of our management team or any of their respective
 affiliates may not be indicative of future performance of an investment in us.

 Information regarding performance is presented for informational purposes only. Any past experience or performance of any member or members of our management team
 and any of their respective affiliates including SDCL or SDCL Funds 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 any member or members of our management
 team or any of their respective affiliates including SDCL or SDCL Funds as indicative
 of the future performance of an investment in us or the returns we will, or are likely
 to, generate going forward. Our management has no experience in operating special purpose acquisition companies.

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

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

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

 We are 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, including as a result of changes in economic, political, social
 and governmental policies, 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.

 On March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional
 disclosure requirements in business combination transactions involving SPACs and private
 operating companies; amend the financial statement requirements applicable to business
 combination transactions involving such companies; update and expand guidance regarding
 the general use of projections in SEC filings, as well as when projections are disclosed
 in connection with proposed business combination transactions; increase the potential
 liability of certain participants in proposed business combination transactions; and
 impact the extent to which SPACs could become subject to regulation under the Investment
 Company Act. These rules, if adopted, whether in the form proposed or in revised form, may materially
 adversely affect our business, including our ability to negotiate and complete our
 initial Business Combination and may increase the costs and time related thereto.

 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 beneficial owner of our units, Class A ordinary shares or warrants,
 that is (i) an individual citizen or resident of the United States, (ii) a corporation
 (or other entity treated as a corporation for U.S. federal income tax purposes) that
 is created or organized in or under the laws of the United States, any state thereof
 or the District of Columbia, (iii) an estate the income of which is subject to U.S.
 federal income taxation regardless of its source, or (iv) a trust if (A) a court within
 the United States is able to exercise primary supervision over the administration
 of the trust and one or more U.S. persons have the authority to control all substantial
 decisions of the trust, or (B) it has in effect under applicable U.S. Treasury regulations
 a valid election to be treated as a U.S. person, such beneficial owner (referred to
 herein as a "U.S. Holder") may be subject to adverse U.S. federal income tax consequences
 and may be subject to additional reporting requirements.

 Because we are a blank-check
company with no active business, we were likely a PFIC for our taxable years ended December 31, 2022 and December 31, 2023.
PFIC status is a factual determination made annually based on the income, assets and activities of the Company for the entire taxable
year, and it is therefore not possible to determine our PFIC status for any given taxable year until after the close of such year. Our
PFIC status for our current taxable year, and our subsequent taxable years, will likely depend on whether we complete a Business Combination
and the status of an acquired company pursuant to a Business Combination. Accordingly, there can be no assurances with respect to our
status as a PFIC for our current taxable year or any subsequent taxable year.

 Although we had previously made available on our website a PFIC Annual
Information Statement to enable U.S. Holders to make and maintain a "qualified electing fund" (or "QEF") election
with respect to our shares for our taxable year ended December 31, 2022, we do not intend to provide a PFIC Annual Information Statement
with respect to our taxable year ended December 31, 2023. Accordingly, no QEF election will be available with respect to our Class A ordinary
shares for such taxable year, and any QEF elections previously made with respect to such shares may be invalidated if the electing holder
continued to hold such shares during such taxable year. If you are a U.S. Holder who held our shares at any point during your taxable
year that includes December 31, 2023, you should consult your tax advisor regarding any QEF election previously made with respect
to such shares. We urge U.S. investors to consult their tax advisors regarding the application of the PFIC rules to holders of our units,
Class A ordinary shares and warrants.

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

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

 Furthermore, 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 that
 is neither an emerging growth company nor an emerging growth company that has opted
 out of using the extended transition period difficult or impossible because of the
 potential differences in accounting standards used.

 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 or 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.

 If the funds not being held in the Trust Account are insufficient to allow us to operate
 for at least the Combination Period, we may be unable to complete our initial Business Combination.

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

 Of the funds available to us, we could use a portion of the funds to pay fees to consultants
 to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a "no-shop"
 provision (a provision in letters of intent or merger agreements designed to keep
 target businesses from "shopping" around for transactions with other companies or
 investors on terms more favorable to such target businesses) with respect to a particular
 proposed Business Combination, although we do not have any current intention to do
 so. If we enter into a letter of intent or merger agreements where we paid for the right
 to receive exclusivity from a target business and were subsequently required to forfeit
 such funds (whether as a result of our breach or otherwise), we might not have sufficient
 funds to continue searching for, or conduct due diligence with respect to, a target
 business. If we have not completed our initial Business Combination within the required time
 period, our public shareholders may receive only approximately $10.10 per share, or
 less in certain circumstances, on the liquidation of our Trust Account and our warrants
 will expire worthless. See "Risk Factors—If third parties bring claims against us, the proceeds held in the
 Trust Account could be reduced and the per-share redemption amount received by shareholders
 may be less than $10.10 per share" and other risk factors herein.

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

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

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

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

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

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

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

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

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

 Our cash and cash equivalents could be adversely affected if the financial institutions
 in which we hold our cash and cash equivalents fail or be subject to adverse conditions.

 We regularly maintain substantial funds in third-party financial institutions, including
 First Republic Bank ("FRB"), in excess of the Federal Deposit Insurance Corporation
 ("FDIC") insurance limit. Recently, there has been significant volatility and instability among banks and financial
 institutions. For example, on March 10, 2023, Silicon Valley Bank ("SVB") was closed by the California Department of Financial
 Protection and Innovation, which appointed the FDIC as receiver and, on March 19, 2023, S&P Global Ratings downgraded FRB's credit rating to junk status 'B-plus' from the previous 'BB-plus' rating with FRB shortly thereafter announcing plans to raise capital. Although we did not maintain any funds at SVB, should one or more of the financial
 institutions at which deposits are maintained fail or be subject to other adverse
 conditions in the financial or credit markets, there is no guarantee as to the extent
 that we would recover the funds deposited, whether through FDIC coverage or otherwise,
 or the timing of any recovery.

 The U.S. and global capital markets are subject to systemic risk that could adversely
 affect our business, financial condition and results of operations.

 Issuers, national and regional banks, financial institutions and other participants
 in the U.S. and global capital markets are closely interrelated as a result of credit,
 trading, clearing, technology and other relationships. A significant adverse development (such as a bank run, insolvency, bankruptcy or default)
 with one or more national or regional banks, financial institutions or other participants
 in the financial or capital markets may spread to others and lead to significant concentrated
 or market-wide problems (such as defaults, liquidity problems, impairment charges,
 additional bank runs and/or losses) for other participants in these markets. Future developments, including actions taken by the U.S. Department of Treasury, FDIC,
 Federal Reserve Board, and systemic risk in the U.S. and global banking sectors and
 broader economies in general, are difficult to assess and quantify, and the form and
 magnitude of such developments or other actions of the U.S. Department of Treasury,
 FDIC and Federal Reserve Board may remain unknown for significant periods of time
 and could have an adverse effect on our business, financial condition and results
 of operations. Additionally, should there be additional systemic pressure on the financial system
 and capital markets, we cannot assure you of the response of any government or regulator,
 and any response may not be as favorable to industry participants as the measures
 currently being pursued. In addition, highly publicized issues related to the U.S. and global capital markets
 in the past have led to significant and widespread investor concerns over the integrity
 of the capital markets. Recent situations including, but not limited to, the closure of SVB could in the future
 lead to further rules and regulations for public companies, banks, financial institutions
 and other participants in the U.S. and global capital markets, and complying with
 the requirements of any such rules or regulations may be burdensome. Even if not adopted, evaluating and responding to any such proposed rules or regulations
 could results in increased costs and require significant attention from management.

 Our proximity to our liquidation date expresses substantial doubt about our ability
 to continue as a "going concern."

 In connection with the Company's assessment of going concern considerations in accordance with FASB Accounting Standards
 Update ("ASU") 2014-2015, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that mandatory
 liquidation and subsequent dissolution raises substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate
 after July 2, 2024. The financial statements do not include any adjustment that might be necessary if
 the Company is unable to continue as a going concern.

 Item 1.B. Unresolved Staff Comments.

 None.

 Item 1.C. Cybersecurity.

 Risk Management and Strategy

 The Company regularly assesses risks from cybersecurity threats, monitors
its information systems for potential vulnerabilities and tests those systems pursuant to the Company's cybersecurity policies,
standards, processes and practices, which are integrated into the Company's overall risk management system. To protect the Company's
information systems from cybersecurity threats, the Company uses various security tools that help the Company identify, escalate, investigate,
resolve and recover from security incidents in a timely manner. These efforts include a state-of-the art server firewall protecting all
communications and files, highly sophisticated password and identity confirmation systems, and constant monitoring to detect suspicious
activity. This is administered for the Company by its tech consultants, Tribeca IT, based in London England and New York, New York.

 The Company partners with Tribeca IT to assess the effectiveness of
our cybersecurity prevention and response systems and processes, including firewall, servers, password, software, and suspicious activity
and threats to cybersecurity of all kinds.

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

 Governance

 The Company has engaged Centri Business Consulting, to
review its governance and controls policies and procedures, including cybersecurity. Our board of directors oversees the Company's
risk management process, including on cybersecurity risks, directly and through its committees. The Audit Committee of the board oversees
the Company's risk management program, which focuses on the most significant risks the Company faces in the short-, intermediate-,
and long-term timeframe. Audit Committee meetings include discussions of specific risk areas throughout the year, including, among others,
those relating to cybersecurity, and reports from the Chief Financial Officer on the Company's enterprise risk profile on an annual
basis.

 The Company takes a risk-based
approach to cybersecurity and has implemented cybersecurity policies throughout its operations that are designed to address cybersecurity
threats and incidents. In particular, possible hacking, improper disclosure of records, protection of correspondence, protection of accounting
records, and securing of all confidential data and material information.

 Item 2. Properties.

 We currently maintain our
executive offices at 60 East 42 nd Street, Suite 1100, New York, New York 10165. The cost for our use of this space is included
in the $20,000 per month fee we pay to an affiliate of our Sponsor for office space, administrative and support services. We consider
our current office space adequate for our current operations.

 Item 3. Legal Proceedings.

 None.

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

 Item 4. Mine Safety Disclosures.

 None.

 PART II.

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

 (a)

 Market Information

 Our Units began trading on the New York Stock Exchange LLC on October 29, 2021. Each Unit consists of one Class A ordinary share and one-half of one redeemable warrant
 to purchase one Class A ordinary share. On December 17, 2021, we announced that holders of the Units may elect to separately trade the
 Class A ordinary shares and redeemable warrants included in the Units commencing on
 December 20, 2021. Any Units not separated continue to trade on the New York Stock Exchange LLC under
 the symbol "SEDA.U" Any underlying Class A ordinary shares and redeemable warrants
 that were separated trade on the NYSE under the symbols "SEDA" and "SEDA.WS," respectively.

 (b)

 Holders

 As of April 12, 2024, there was approximately one holder of record of our Units, approximately one holder
 of record of our separately traded Class A ordinary shares, and approximately four
 holders of record of our redeemable warrants.

 (c)

 Dividends

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

 (d)

 Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 (e)

 Performance Graph

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

 (f)

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

 Unregistered Sales

 On November 2, 2021, we consummated our Initial Public Offering of 17,500,000 Units, at a price
 of $10.00 per Unit, generating total gross proceeds of $175,000,000. The Underwriters acted as the joint-book running managers. On November 16, 2021, the Underwriters partially exercised the over-allotment option and purchased
 2,495,246 Over-Allotment Units, generating gross proceeds of $24,952,460. The securities sold in the Initial Public Offering and the exercise of the over-allotment
 option were registered under the Securities Act on registration statement on Form
 S-1 (No. 333-254238). The registration statement became effective on October 28, 2021.

 Simultaneously with the closing of the Initial Public Offering, we consummated the
 sale of 8,250,000 Private Placement Warrants at a price of $1.00 per Private Placement
 Warrant in the First Private Placement to the Sponsor and the A Anchor Investors,
 generating gross proceeds of $8,250,000. Simultaneously with the closing of the exercise of the over-allotment option, we consummated
 the sale of 748,574 Over-Allotment Warrants at a purchase price of $1.00 per warrant
 in the Second Private Placement to the Sponsor and the A Anchor Investors, generating
 gross proceeds of $748,574. Such securities were issued pursuant to the exemption from registration contained
 in Section 4(a)(2) of the Securities Act.

 The Private Placement Warrants and the Over-Allotment Warrants are identical to the
 public warrants underlying the Units sold in the Initial Public Offering and upon
 exercise of the over-allotment option, except that the Private Placement Warrants
 and the Over-Allotment Warrants are not transferable, assignable or salable until
 30 days after the completion of a Business Combination, subject to certain limited
 exceptions.

 Founder Shares

 On February 23, 2021, our Sponsor was issued 7,187,500 Class B ordinary shares (the "Founder Shares")
 for an aggregate of $25,000 paid to cover certain expenses on our behalf. On July 14, 2021, we repurchased 2,156,250 Founder Shares from our Sponsor for an aggregate
 consideration of $0.001, resulting in an aggregate of 5,031,250 Founder Shares outstanding. The Founder Shares included an aggregate of up to 656,250 Class B ordinary shares
 subject to repurchase by our Sponsor to the extent that the underwriters' over-allotment option is not exercised in full or in part, so that the holders of
 the Founder Shares will own, on an as-converted basis, 20% of our issued and outstanding
 shares after the Initial Public Offering. Following the partial exercise of the underwriters' over-allotment option on November 16, 2021, 32,439 Founder Shares were repurchased and cancelled by us. No other Founder Shares remain subject to forfeiture.

 Our Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares
 will not be transferred, assigned, or sold until the earlier of (i) one year after
 the completion of a Business Combination or (ii) subsequent to an initial Business
 Combination, (x) if the closing price of Class A ordinary shares equals or exceeds
 $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations,
 recapitalizations and the like) for any 20 trading days within any 30-trading day
 period commencing at least 150 days after an initial Business Combination, or (y)
 the date on which we complete a liquidation, merger, share exchange or other similar
 transaction that results in all of the public shareholders having the right to exchange
 their ordinary shares for cash, securities or other property.

 The A Anchor Investors purchased a total of 4,000,000 Units in the Initial Public
 Offering at the offering price of $10.00 per Unit. In addition to the A Anchor Investors, two qualified institutional buyers or accredited
 investors not affiliated with the Company, our Sponsor, our directors or any member
 of management (the "3.6% B Anchor Investors"), purchased 1,575,000 Units each in the
 Initial Public Offering at the offering price of $10.00 per Unit, three qualified
 institutional buyers or accredited investors not affiliated with the Company, our
 Sponsor, our directors or any member of management (the "4.0% B Anchor Investors"),
 purchased 1,749,999 Units each in the Initial Public Offering at the offering price
 of $10.00 per Unit, and two qualified institutional buyers or accredited investors
 not affiliated with the Company, our Sponsor, our directors or any member of management
 (the "Additional 4.0% B Anchor Investors" and, together with the 3.6% B Anchor Investors
 and the 4.0% B Anchor Investors, the "B Anchor Investors"), purchased 1,732,500 Units
 each in the Initial Public Offering at the offering price of $10.00 per Unit, or an
 aggregate of 15,864,997 Units for all anchor investors (the "Anchor Investors" which
 includes the A Anchor Investors and the B Anchor Investors).

 Should the Anchor Investors vote their Class A ordinary shares in favor of the initial
 Business Combination, no votes from other public shareholders would be required to
 approve the initial Business Combination. The Anchor Investors may have different interests with respect to a vote on an initial
 Business Combination than other public shareholders due to their ownership interests
 in the Company.

 The Anchor Investors have not been granted any shareholder or other rights in addition
 to those afforded to our other public shareholders. Further, the Anchor Investors are not required to (i) hold any Units, Class A ordinary
 shares or warrants they purchased in the Initial Public Offering or thereafter for
 any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable
 time in favor of the Business Combination or (iii) refrain from exercising their right
 to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with
 respect to the Class A ordinary shares underlying the Units they hold as the rights
 afforded to our other public shareholders.

 Each Anchor Investor has entered into separate investment agreements with us and our
 Sponsor. The A Anchor Investors purchased 503,125 Founder Shares each, or an aggregate of 1,006,250
 Founder Shares, from our Sponsor for a purchase price of $2,500 each, or an aggregate
 of $5,000, at the closing of the Initial Public Offering. The 3.6% B Anchor Investors purchased 181,125 Founder Shares each, or an aggregate
 of 362,250 Founder Shares, from our Sponsor for a purchase price of $900 each, or
 an aggregate of $1,800, at the closing of the Initial Public Offering. The 4.0% B Anchor Investors purchased 201,250 Founder Shares each, or an aggregate
 of 603,750 Founder Shares, from our Sponsor for a purchase price of $1,000 each, or
 an aggregate of $3,000, at the closing of the Initial Public Offering. The Additional 4.0% B Anchor Investors purchased 201,250 Founder Shares each, or an
 aggregate of 402,500 Founder Shares from our Sponsor for a purchase price of $1,000
 each, or an aggregate of $2,000, at the closing of the Initial Public Offering (or
 an aggregate of 2,374,750 Founder Shares for all Anchor Investors for a total combined
 purchase price of $11,800). Pursuant to the investment agreements, the Anchor Investors have agreed to (a) vote
 any Founder Shares held by them in favor of the Business Combination and (b) subject
 any Founder Shares held by them to the same lock-up restrictions as the Founder Shares
 held by our Sponsor and independent directors.

 Due to the partial exercise of the over-allotment option by the underwriters on November 16, 2021, we repurchased and cancelled 32,439 Founder Shares, which included 3,244
 Founder Shares from each A Anchor Investor (or an aggregate of 6,488 Founder Shares),
 1,168 Founder Shares from each 3.6% B Anchor Investor (or an aggregate of 2,336 Founder
 Shares), 1,298 Founder Shares from each 4.0% B Anchor Investor, (or an aggregate of
 3,894 Founder Shares), 1,298 Founder Shares from each Additional 4.0% B Anchor Investor,
 (or an aggregate of 2,596 Founder Shares), and 17,125 Founder Shares from our Sponsor.

 We estimated the fair value of the Founder Shares attributable to the Anchor Investors
 to be $18,969,890 or $8.04 per share. The excess of the fair value of the Founder Shares sold over the purchase price of
 $11,725 (or $0.005 per share) was determined to be an offering cost in accordance
 with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated
 to the separable financial instruments issued in the Initial Public Offering based
 on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed immediately
 in the statement of operations. Offering costs allocated to the Public Shares were charged to shareholders' deficit upon the completion of the Initial Public Offering.

 Private Placements

 Simultaneously with the closing of the Initial Public Offering, our Sponsor and A
 Anchor Investors purchased an aggregate of 8,250,000 warrants at a price of $1.00
 per Private Placement Warrant ($8,250,000 in the aggregate). Simultaneously with the closing of the exercise of the over-allotment option, we consummated
 the sale of 748,574 Over-Allotment Warrants at a purchase price of $1.00 per warrant
 in a Private Placement to our Sponsor and A Anchor Investors, generating gross proceeds
 of $748,574, for an aggregate total of $8,998,574 in gross proceeds from the sale
 of the Private Placement Warrants and Over-Allotment Warrants. Each Private Placement Warrant and Over-Allotment Warrant is exercisable to purchase
 one Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants and Over-Allotment
 Warrants were added to the net proceeds from the Initial Public Offering held in the
 Trust Account. If we do not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the
 redemption of the Public Shares (subject to the requirements of applicable law) and
 the Private Placement Warrants will expire worthless.

 These issuance were made pursuant to the exemption from registration contained in
 Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were paid with respect to such sales.

 Use of Proceeds

 On November 2, 2021, we consummated our Initial Public Offering of 17,500,000 Units at $10.00 per
 Unit, generating gross proceeds of $175,000,000. Goldman Sachs & Co. LLC and BofA Securities, Inc acted as the joint book-running managers
 in the Initial Public Offering. The securities sold in the Initial Public Offering were registered under the Securities
 Act on a registration statement on Form S-1 (No. 333-254238). The SEC declared the registration statement effective on October 28, 2021.

 Simultaneously with the closing of the Initial Public Offering, our Sponsor and A
 Anchor Investors purchased an aggregate of 8,250,000 warrants at a price of $1.00
 per Private Placement Warrant ($8,250,000 in the aggregate). Simultaneously with the partial exercise of the over-allotment option, we consummated
 the sale of 748,574 Over-Allotment Warrants at a purchase price of $1.00 per warrant
 in a Private Placement to our Sponsor and A Anchor Investors, generating gross proceeds
 of $748,574, for an aggregate total of $8,998,574 in gross proceeds from the sale
 of the Private Warrants and Over-Allotment Warrants. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share
 at a price of $11.50 per share. The proceeds from the sale of the Private Placement Warrants were added to the net
 proceeds from the Initial Public Offering held in the Trust Account. If we do not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the
 redemption of the Public Shares (subject to the requirements of applicable law) and
 the Private Placement Warrants will expire worthless.

 In connection with the Initial Public Offering, we incurred transaction costs of approximately
 $32,005,743 (including underwriting discounts of $3,999,049, deferred underwriting
 commissions of approximately $6,998,336 in the aggregate (waived in full), $18,958,165
 for the excess fair value of Founder Shares attributable to the Anchor Investors as
 otherwise detailed herein, and $2,050,193 in other offering costs). Other incurred offering costs consisted principally of preparation fees related to
 the Initial Public Offering. After deducting the underwriting discounts and commissions (the latter, waived in
 full) and the Initial Public Offering expenses, following the closing of the Initial
 Public Offering, the sale of the Private Placement Warrants, the sale of the Over-Allotment
 Units, and the sale of the Over-Allotment Warrants, an amount of $201,951,985 ($10.10
 per Unit) was placed in a Trust Account and invested as described elsewhere in this
 Annual Report on Form 10-K.

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

 Item 6. [Reserved].

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

 References in this Annual Report to "we," "us," "our," "SEDA" or the "Company" refer to SDCL EDGE Acquisition Corporation, a blank check company incorporated as a Cayman Islands exempted company. References to our "management" or our "management team" refer to our officers and
 directors, and references to the "Sponsor" refer to SDCL EDGE Sponsor LLC, a Cayman Islands limited liability company. References to our "initial shareholders" refer to our Sponsor, the Anchor Investors
 and any other holders of our shares prior to the Initial Public Offering.

 The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction with
 the financial statements and the notes thereto contained elsewhere in this Annual
 Report. Certain information contained in the discussion and analysis set forth below includes
 forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking
 statements as a result of many factors, including those that will be set forth in
 our preliminary prospectus/proxy statement to be included in a Registration Statement
 on Form F-4 that we will file with the SEC relating to our proposed business combination with Target (the "Target Business Combination").

 Special Note Regarding Forward-Looking Statements

 This Annual Report includes "forward-looking statements" that are not historical facts
 and involve risks and uncertainties that could cause actual results to differ materially
 from those expected and projected. All statements, other than statements of historical fact included in this Annual Report
 including, without limitation, statements in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" regarding
 the Company's financial position, business strategy and the plans and objectives of management
 for future operations, are forward-looking statements. Words such as "expect," "believe," "anticipate," "intend," "estimate," "seek" and
 variations and similar words and expressions are intended to identify such forward-looking
 statements. Such forward-looking statements relate to future events or future performance, but
 reflect management's current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially
 from the events, performance and results discussed in the forward-looking statements. For information identifying important factors that could cause actual results to differ
 materially from those anticipated in the forward-looking statements, please refer
 to "Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary,"
 "Item 1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K. The Company's securities filings can be accessed on the EDGAR section of the SEC's website. Except as expressly required by applicable securities law, the Company disclaims any
 intention or obligation to update or revise any forward-looking statements whether
 as a result of new information, future events or otherwise.

 Overview

 We are a blank check company incorporated on February 16, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger,
 share exchange, asset acquisition, share purchase, reorganization or similar business
 combination with one or more businesses or entities ("Business Combination"). On August 21, 2023, we announced that we had executed a non-binding letter of intent with Magnet
 Joint Venture GmbH ("JV GmbH"), KME SE ("KME") and The Paragon Fund III GmbH & Co.
 geschlossene Investment KG ("Paragon"), for a proposed Business Combination (the "Target
 Business Combination") with the Target as defined below. For more information about the Target Business Combination, see our Current Report
 on Form 8-K filed with the SEC on August 21, 2023. Unless specifically stated, this Annual Report does not give effect to the Target
 Business Combination and does not contain the risks associated with the Target Business
 Combination. Such risks and effects relating to the Target Business Combination will be included
 in our preliminary prospectus/proxy statement to be included in a Registration Statement
 on Form F-4 that we will file with the SEC relating to the Target Business Combination
 (the "Target Disclosure Statement"). We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public Offering (defined below) and the
 sale of the Private Placement Warrants, 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 or other sources.

 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

 Charter Amendment

 On October 30, 2023, we held an Extraordinary General Meeting of Company shareholders (the "Extraordinary
 General Meeting"). At the Extraordinary General Meeting, the Company's shareholders were asked to approve a proposal to amend the Charter to extend the
 date by which we must consummate an initial Business Combination (the "Charter Amendment
 Proposal") from November 2, 2023 to March 2, 2024 (the "Extended Date") and to allow the board of directors of the Company, without another
shareholder vote, to elect to further extend the date to consummate an initial Business Combination after the Extended Date up to four
times, by an additional month each time, up to July 2, 2024. On February 27, 2024, the Board approved a first extension of the date by
which the Company must consummate an initial Business Combination from March 2, 2024 to April 2, 2024 (the "First Extension").
On March 27, 2024, the Board approved a second extension of the date by which the Company must consummate an initial Business Combination
from April 2, 2024 to May 2, 2024 (the "Second Extension").

 At the Extraordinary General Meeting, the Company's shareholders approved the Charter Amendment Proposal, and the Charter amendment
 became effective on October 30, 2023, upon the filing thereof with the Companies Register of the Cayman Islands. The foregoing description is qualified in its entirety by reference to the Amended
 and Restated Certificate of Incorporation, a copy of which is attached as Exhibit
 3.1 to our Form 8-K filed with the SEC on October 31, 2023, and is incorporated by reference herein.

 Business Combination Agreement

 On February 20, 2024, (i)
 SEDA, (ii) Specialty Copper Listco Plc, a public limited company registered in England and Wales with registered number 15395590
 ("PubCo"), (iii) SEDA Magnet LLC, a Delaware limited liability company (the "Merger Sub"), (iv) MAGNET Joint
 Venture GmbH, a limited liability company organized under the laws of Germany, registered with the commercial register of the local
 court of Osnabr ck under registration number HRB 217397 ("JV GmbH"), (v) PP S&C Holding GmbH, a limited
 liability company organized under the laws of Germany, registered with the commercial register of the local court of Munich under
 registration number HRB 275474, (vi) cunova GmbH, a limited liability company organized under the laws of Germany, registered with
 the commercial register of the local court of Osnabr ck under registration number HRB 216155 ("Cunova"), (vii) KME
 SE, a stock corporation organized under the laws of Germany, registered with the commercial register of the local court of
 Osnabr ck under registration number HRB 213357 ("KME"), (viii) Creature Kingdom Limited, a private limited company
 registered in England and Wales with registered number 06799429, (ix) The Paragon Fund III GmbH & Co. geschlossene Investment
 KG, a limited partnership organized under the laws of Germany, registered with the commercial register of the local court of Munich
 under registration number HRB 110100 ("Paragon" and together with KME, the "Shareholders") and (x) Mr.
 Edward Wilson Davis, solely in the capacity as the representative for the shareholders of SEDA, entered into a business combination
 agreement (as amended from time to time, the "Business Combination Agreement"), pursuant to which several transactions
 relating to the special product business of Cunova, which is a wholly owned subsidiary of JV GmbH, and certain assets of KME
 comprising the KME specialty aerospace business (the "Aerospace Business" and, together with Cunova, the
 "Target") will occur, and in connection therewith, PubCo will become the ultimate parent company of Merger Sub, JV GmbH
 and the Target (the "Target Business Combination").

 Pursuant to the Business Combination Agreement, and upon the terms and subject to
 the conditions set forth therein:

 (i)
 SEDA will merge with and into Merger Sub, a wholly owned subsidiary of PubCo (the "Merger"),
with Merger Sub being the surviving entity in the merger (the time at which the Merger becomes effective, the "Merger Effective
Time");

 (ii)
 in connection with the Merger, (a) each outstanding SEDA Class B ordinary share, par value $0.0001 per
share (the "SEDA Class B Shares") will be converted (unless otherwise agreed in writing) into 0.893 SEDA Class A ordinary
shares, par value $0.0001 per share (the "SEDA Class A Shares," and together with the SEDA Class B Shares, the "SEDA
Shares"), (b) each outstanding SEDA Class A Share will be automatically canceled and converted into PubCo ordinary shares at an
exchange ratio of 1.119375, each such PubCo ordinary share having a par value of 1 per share (the "PubCo Shares"), and
(c) each outstanding warrant of SEDA will be automatically adjusted to entitle the holder to purchase one whole PubCo Share at a price
of $11.50 per PubCo Share;

 (iii)
 on the Exchange Date (as defined below) (and, if applicable, immediately after the closing contemplated
of any Financing (as defined below)), PubCo will (a) redeem the redeemable preference share in PubCo held by Creature Kingdom, and (b)
purchase from Creature Kingdom the ordinary share in PubCo held by Creature Kingdom in exchange for the release of the undertaking to
pay the subscription price of such redeemable share; and

 (iv)
 on the Exchange Date (as defined below), (a) Paragon will transfer
its shares in PP Holding and a certain shareholder loan to PubCo in exchange for cash and a vendor loan agreement by and between Paragon
and PubCo, (b) Cunova will redeem the preference share of Cunova with the number 25,001 (the "Cunova Preference Share") in
consideration for the transfer of the preference share of KME AssetCo GmbH ("KME AssetCo") with the number 25,001 (the "KME
AssetCo Preference Share") by Cunova to KME Special Products GmbH & Co. KG ("KME Special"), and (c) KME will cause
(i) KME Germany GmbH ("KME Germany"), KME Mansfeld GmbH ("KME Mansfeld") and KME America Inc. ("KME America"
and, together with KME Germany and KME Mansfeld, the "Aerospace Business Sellers") to transfer to Cunova the KME specialty
aerospace business in exchange for a vendor loan debt instrument issued by Cunova (the "Aerospace VLN") and which the Aerospace
Business Sellers will transfer to KME Special and KME Special, in turn, will contribute the Aerospace VLN to PubCo in exchange for PubCo
Shares; and (ii) KME Special to transfer its shares in JV GmbH and a certain shareholder loan between KME Special and JV GmbH to PubCo
in exchange for PubCo Shares and cash ((a)-(c) the "Exchange" and the date on which the Exchange occurs, the "Exchange
Date").

 Sponsor Support Agreement

 On February 20, 2024, in
 connection with the execution of the Business Combination Agreement, SEDA entered into a sponsor support agreement (the
 "Sponsor Support Agreement") with PubCo and Sponsor as a holder of private warrants of SEDA ("SEDA Private
 Warrants") (purchased in a private placement contemporaneously with the initial public offering of SEDA) and a holder of SEDA
 Class B Shares. Pursuant to the Sponsor Support Agreement, upon the terms and subject to the conditions set forth therein, until the
 earlier of the Merger Effective Time and the date and time, if any, that the Business Combination Agreement is terminated, the
 Sponsor agreed to, among other things: (i) inter alia, vote any SEDA Shares that it owns in favor of the proposals regarding the
 Target Business Combination; (ii) not redeem or effect any sale or distribution of any SEDA Shares or SEDA Warrants that it owns;
 (iii) convert its 2,639,375 SEDA Class B Shares into 1,593,941 SEDA Class A Shares; and (iv) at closing of the Target Business Combination (the "Closing"), enter into a registration
 rights agreement based on the term sheet scheduled to the Business Combination Agreement.

 Anchor Support Agreement

 On
 February 20, 2024, in connection with the execution of the Business Combination Agreement, SEDA entered into an anchor support
 agreement (the "Anchor Support Agreement") with PubCo and each of Sustainable Investors Fund, LP
 ("Capricorn") and Seaside Holdings (Nominee) Limited ("Seaside" and, together with Capricorn, the "A
 Anchor Investors") as holders of public warrants of SEDA ("SEDA Public Warrants" and, together with the SEDA
 Private Warrants, the "SEDA Warrants") (purchased in the initial public offering of SEDA) and SEDA Private Warrants
 (purchased in a private placement contemporaneously with the initial public offering of SEDA) and holders of SEDA Class A Shares and
 SEDA Class B Shares. Pursuant to the Anchor Support Agreement, upon the terms and subject to the conditions set forth therein, until
 the earlier of the Merger Effective Time and the date and time, if any, that the Business Combination Agreement is terminated, each
 A Anchor Investor agreed to, among other things: (i) vote any SEDA Shares that it owns in favor of the proposals regarding the
 Target Business Combination; (ii) not redeem or effect any sale or distribution of any SEDA Shares or SEDA Warrants that it owns;
 (iii) convert its 499,881 SEDA Class B Shares into 283,291 SEDA Class A Shares; and (iv) at Closing, enter into a registration rights agreement based on the term sheet scheduled to the
 Business Combination Agreement.

 Promissory Notes

 On September 8, 2023, we entered into a Promissory Note with our Sponsor ("Sponsor Loan") for up
 to one million two hundred thousand dollars ($1,200,000). Pursuant to the Sponsor Loan, the Sponsor, in its sole and absolute discretion, may
 fund costs reasonably related to our consummation of an initial Business Combination
 in response to our written request for drawdown of loan principal from time to time
 until the date on which we consummate an initial Business Combination. The principal balance of the Sponsor Loan shall be payable on the earliest to occur
 of (i) the date on which we consummate our initial Business Combination and (ii) the
 date that our winding up is effective. Outstanding loan amounts are convertible, at the Sponsor's option, into certain warrants with holders entitled to certain specified registration
 rights under that certain registration rights agreement by and among the Company,
 Sponsor and certain other investors in the initial public offering of the Company,
 dated as of October 28, 2021 (the "Registration Rights Agreement"). The maturity date of the Sponsor Loan may be accelerated upon the occurrence of an
 Event of Default (as defined therein). Any outstanding principal under the Sponsor Loan may be prepaid at any time by the
 Company at its election and without penalty. On October 2, 2023, we drew down $300,000 pursuant to the Sponsor Loan. On December 14, 2023, we drew down an additional $300,000 pursuant to the Sponsor Loan.

 On September 29, 2023, we entered into a Promissory Note with Seaside ("Seaside Loan") for up to one hundred fifty thousand dollars ($150,000). Pursuant to the Seaside Loan, Seaside, in its sole and absolute discretion, may fund
 costs reasonably related to our consummation of an initial Business Combination in
 response to our written request for drawdown of loan principal from time to time until
 the date on which we consummate an initial Business Combination. The principal balance of the Seaside Loan shall be payable on the earliest to occur
 of (i) the date on which we consummate our initial Business Combination and (ii) the
 date that our winding up is effective. Outstanding loan amounts are convertible, at Seaside's option, into certain warrants with holders entitled to certain specified registration
 rights under the Registration Rights Agreement. The maturity date of the Seaside Loan may be accelerated upon the occurrence of an
 Event of Default (as defined therein). Any outstanding principal under the Seaside Loan may be prepaid at any time by the
 Company at its election and without penalty. On October 4, 2023, we drew down $37,500 pursuant to the Seaside Loan. On December 18, 2023, we drew down an additional $37,500 pursuant to the Seaside Loan.

 On October 10, 2023, we entered into a Promissory Note with Capricorn ("Capricorn Loan") for up to one hundred fifty thousand dollars ($150,000). Pursuant to the Capricorn Loan, Capricorn, in its sole and absolute discretion, may
 fund costs reasonably related to our consummation of an initial Business Combination
 in response to our written request for drawdown of loan principal from time to time
 until the date on which we consummate an initial Business Combination. The principal balance of the Capricorn Loan shall be payable on the earliest to occur
 of (i) the date on which we consummate our initial Business Combination and (ii) the
 date that our winding up is effective. Outstanding loan amounts are convertible, at Capricorn's option, into certain warrants with holders entitled to certain specified registration
 rights under the Registration Rights Agreement. The maturity date of the Capricorn Loan may be accelerated upon the occurrence of
 an Event of Default (as defined therein). Any outstanding principal under the Capricorn Loan may be prepaid at any time by the
 Company at its election and without penalty. On November 13, 2023, we drew down $37,500 pursuant to the Capricorn Loan.

 Funding Undertaking and Promissory Notes

 On November 2, 2023,
we entered into a Funding Undertaking and Promissory Note (the "Sponsor Funding Undertaking") for up to one hundred seventy-four
thousand one hundred sixteen dollars ($174,116). Pursuant to the Sponsor Funding Undertaking, the Sponsor has agreed to make deposits
of additional funds ("Extension Fundings") into the Trust Account for the aggregate benefit of public shares that are not
redeemed by public shareholders at the Extraordinary General Meeting to approve the Charter Amendment Proposal, for each month, or pro
rata portion thereof if less than a month, until the earlier of (i) the date on which the Company consummates an initial Business Combination,
and (ii) July 2, 2024 (or any earlier date of termination, dissolution or winding up of the Company as determined in the sole discretion
of the Company's board of directors). Interest does not accrue on this note. The Extension Fundings shall become repayable on the
date the Company consummates an initial Business Combination ("Maturity Date"). Pursuant to the Sponsor Funding Undertaking,
and solely in the event the Company consummates an initial Business Combination, the Company shall issue up to 13,200 Class A ordinary
shares to the Sponsor. On the Maturity Date, the Company will pay the Sponsor an amount equal to the aggregate amount funded. In the event
that the Company winds up or liquidates prior to the Maturity Date, the Sponsor will have no claims under this agreement and the Company
has no obligation to pay the Sponsor under this agreement. Deposits of $174,116 were made into the Trust Account on each of November 7,
2023 and December 4, 2023. As of December 31, 2023, $348,232 was outstanding under this note.

 The Company determined that
redemption upon an initial Business Combination would create a substantial premium due to the issuance of the Class A ordinary shares
to the Sponsor. In accordance with ASC 815-15-25, the proceeds from the issuance of the Funding Undertaking and Promissory
Note with the Sponsor were allocated to the note and to the redemption of the note upon a successful Business Combination using the with-and-without
method. Under this method, the Company first allocated the proceeds from the issuance of the note to the redemption feature based on their
initial fair value measurement of $1,593 as of November 7, 2023 and $1,596 as of December 4, 2023. The measurement of the fair value of
the redemption feature was determined by applying a probability weighted adjustment for a successful Business Combination to the trading
value of the Class A ordinary shares on the date of each draw. The fair value of the redemption feature was calculated by using the quoted
price of the Company's shares on the date of each deposit made by the Sponsor into the Trust Account. On November 7, 2023 and December
7, 2023, the closing price of the Company's shares was $10.73 and $10.76, respectively. Management used the estimated probability
of completion of a business combination to calculate the fair value of the shares. The fair value of the redemption feature as of December
31, 2023 was calculated by using the quoted price of the Company's shares of $10.76 and estimated probability of completion of a
business combination.

 The
Company complies with ASC Topic 835, Interest ("ASC 835"). In accordance with ASC 835-30, discounts to the
principal amounts are included in the carrying value of the note and amortized to interest expense over the remaining term of the underlying
debt to the Maturity Date. During the year ended December 31, 2023, the Company recorded a $3,189 debt discount upon the draws
under the note. The discount was amortized to interest expense over the term of the debt to the date that the Company has to complete
a Business Combination of July 2, 2024. For the year ended December 31, 2023, the amortization of the discount resulted in interest expense
of $565.

 On November 2, 2023,
we entered into a Funding Undertaking and Promissory Note (the "Seaside Funding Undertaking") for up to thirty-seven thousand
nine hundred forty-two dollars ($37,942). Pursuant to the Seaside Funding Undertaking, Seaside has agreed to make deposits of additional
funds ("Seaside Extension Fundings") into the Trust Account for the aggregate benefit of public shares that are not redeemed
by public shareholders at the Extraordinary General Meeting to approve the Charter Amendment Proposal, for each month, or pro rata portion
thereof if less than a month, until the earlier of (i) the date on which the Company consummates an initial Business Combination, and
(ii) July 2, 2024 (or any earlier date of termination, dissolution or winding up of the Company as determined in the sole discretion
of the Company's board of directors). Interest does not accrue on this note. The Seaside Extension Fundings shall become repayable
at the time the Company consummates an initial Business Combination. Deposits of $37,942 were made into the Trust Account on each of November
7, 2023 and December 4, 2023. A deposit of $37,924 was made into the Trust Account on December 28, 2023. As of December 31, 2023, $113,808
was outstanding under this note.

 On November 2, 2023,
we entered into a Funding Undertaking and Promissory Note (the "Capricorn Funding Undertaking") for up to thirty-seven thousand
nine hundred forty-two dollars ($37,942). Pursuant to the Capricorn Funding Undertaking, Capricorn has agreed to make deposits of additional
funds ("Capricorn Extension Fundings") into the Trust Account for the aggregate benefit of public shares that are not redeemed
by public shareholders at the Extraordinary General Meeting to approve the Charter Amendment Proposal, for each month, or pro rata portion
thereof if less than a month, until the earlier of (i) the date on which the Company consummates an initial Business Combination, and
(ii) July 2, 2024 (or any earlier date of termination, dissolution or winding up of the Company as determined in the sole discretion
of the Company's board of directors). Interest does not accrue on this note. The Capricorn Extension Fundings shall become repayable
at the time the Company consummates an initial Business Combination. Deposits of $37,942 were made into the Trust Account on each of November
7, 2023, December 4, 2023, and December 28, 2023. As of December 31, 2023, $113,826 was outstanding under this note.

 For the Funding Undertaking
and Promissory Notes with Seaside and Capricorn, the Company evaluated whether the agreements would meet the scope exception for common
control under ASC 835-30, Interest – Imputation of Interest. The Company determined that agreements would not meet the scope
exception. As such, the Company determined that a discount should be recorded on the proceeds from the notes, The discount will be amortized
over the length of the loans. The Company considered this to be until July 2, 2024 as a Business Combination cannot be considered probable
to occur until it is consummated. The Company recorded the discount recorded on the notes as capital contributions increasing additional
paid-in capital on the statement of changes in shareholders' deficit on the date the loans were funded. As the Company would be
unable to repay its debt obligations in the event that it fails to complete an initial Business Combination, its debt obligations are
highly vulnerable to nonpayment and the Company is dependent on favorable business, financial, and economic conditions to be able to meet
its financial commitments on such debt obligations. As such, the Company determined that the effective interest rate on each funding date
would be calculated by using the six month and one year CCC federal reserve rates interpolated for the term from the draw date until July
2, 2024. The interest rate on the dates of funding of November 7, 2023, December 4, 2023, and December 28, 2023 were 16.48%, 16.19%,
and 14.13%, respectively. The initial discount recorded on the notes for the year ended December 31, 2023 was $19,716. The carrying value
of the promissory notes, net of discount were $210,483 and $0 as of December 31, 2023, and 2022, respectively. For the years ended December
31, 2023 and 2022, the amortization of the discount resulted in interest expense of $2,565 and $0, respectively.

 Amendment to Investment Management Trust Agreement

 On October 27, 2023, the
Company entered into an amendment to the Investment Management Trust Agreement, dated as of October 28, 2021, relating to the Trust
Account, to permit Continental Stock Transfer & Trust Company, as trustee, to effectuate the Company's instructions to liquidate
the U.S. government securities or money market funds previously held in the Trust Account and to subsequently hold such funds in an interest-bearing
demand deposit bank account.

 Results of Operations

 We have neither engaged in any operations nor generated any revenues to date. Our only activities for the period from February 16, 2021 (inception) through December 31, 2023 were organizational activities, those necessary to prepare for our Initial Public
 Offering, described below, and since the closing of the Initial Public Offering, the
 search for a prospective initial Business Combination. We do not expect to generate any operating revenues until after the completion of
 our initial Business Combination. We generate non-operating income in the form of interest income or gains (losses) on investments held in our Trust Account after the Initial Public Offering. 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.

 For the year ended December 31,
2023, we had net income of $3,865,812, which was a result of a gain on the investments held in the Trust Account of $7,405,484, a gain
in the change in fair value of warrant liabilities and promissory notes of $2,480,294, interest income of $1,993,443, and a gain in the
change in the fair value of derivative liability of $348, which was partially offset by operating and formation costs of $8,010,627 and
interest expense of $3,130.

 For the year ended December 31, 2022, we had net income of $4,822,634, which resulted from a gain on change in the fair value of warrant liabilities of
 $6,458,708, a gain on the investments held in the Trust Account of $2,689,177 and a gain on the waiver of deferred underwriting fees of $342,975, which was partially offset by operating and formation costs of $4,668,226.

 Liquidity and Capital Resources

 For the year ended December 31,
2023, net cash used in operating activities was $958,750, which was due to a gain on investments held in the Trust Account of $7,405,484,
a gain in the change in fair value of warrant liabilities and promissory notes of $2,480,294, interest income of $1,993,443, and a gain
in the change in fair value of derivative liabilities of $348, partially offset by changes in operating assets and liabilities of $4,843,204,
net income of $3,865,812, share-based compensation of $2,208,673, and interest expense of $3,130.

 For the year ended December 31, 2022, net cash used in operating activities was $755,582, which was due to a gain in the fair value of warrant liabilities of $6,458,708, a gain on investments held in the Trust Account of $2,689,177, and a gain on the waiver of deferred underwriting fees of $342,975, offset by net income of $4,822,634, share-based compensation of $2,634,528, and changes in operating assets and liabilities of $1,278,116.

 For the year ended December 31, 2023, net cash provided by investing activities was $71,970,554, which was due
 to proceeds from the Trust Account for payment to redeeming shareholders of $72,546,420,
 partially offset by advances to the Trust Account of $575,866.

 For the year ended December 31, 2023, net cash used in financing activities was $71,258,054, which was due to payment to redeeming shareholders of $72,546,420, partially offset by proceeds from issuance of convertible promissory notes of $712,500 and advances from the Sponsor and A Anchor Investors of $575,866.

 For the year ended December 31, 2022, there was no cash provided by financing or investing activities.

 On November 2, 2021, the Company consummated the Initial Public Offering of 17,500,000 Units, at
 $10.00 per Unit, generating gross proceeds of $175,000,000.

 Simultaneously with the closing of the Initial Public Offering, the Company consummated
 the sale of 8,250,000 warrants (the "Private Placement Warrants") at a price of $1.00
 per Private Placement Warrant in a private placement (the "First Private Placement")
 to the Sponsor, Capricorn, and Seaside (together with Capricorn, the "A Anchor Investors") generating gross proceeds of $8,250,000.

 The Company had granted the underwriters in the Initial Public Offering (the "Underwriters")
 a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments,
 if any. On November 16, 2021, the Underwriters partially exercised the over-allotment option and purchased
 an additional 2,495,246 Over-Allotment Units, generating gross proceeds of $24,952,460,
 and incurred $499,049 in cash underwriting fees.

 Simultaneously with the closing of the exercise of the over-allotment option, the
 Company consummated the sale of 748,574 warrants (the "Over-Allotment Warrants") at
 a purchase price of $1.00 per warrant in a private placement (the "Second Private
 Placement" and, together with the First Private Placement, the "Private Placements")
 to the Sponsor and the A Anchor Investors, generating gross proceeds of $748,574.

 Upon the closing of the Initial Public Offering, the sale of the Private Placement
 Warrants, the sale of the Over-Allotment Units, and the sale of the Over-Allotment
 Warrants, an amount of $201,951,985 was placed in a Trust Account. As of December 31, 2023, we had cash totaling $142,069,535 held in the Trust Account.

 As of December 31, 2023, we had cash of $364,721 held outside the Trust Account. We will use the proceeds from the Initial Public Offering 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.

 We intend to use substantially all of the funds held in the Trust Account, including
 any amounts representing interest earned on the Trust Account (less taxes payable),
 to complete our initial Business Combination. To the extent that our equity or debt is used, in whole or in part, as consideration
 to complete our initial Business Combination, the remaining proceeds held in the Trust Account will be used as working
 capital to finance the operations of the target business or businesses, make other
 acquisitions and pursue our growth strategies.

 The Company will have until
July 2, 2024 to complete a Business Combination (the "Combination Period"). If the Company is unable to complete a Business
Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten 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 (which
interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
Public Shares, which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive
further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the Company's remaining shareholders and board of directors, liquidate and dissolve, subject, in each case, to the Company's
obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. Upon the approval
of the Extension Proposal, the Company entered into a funding undertaking and promissory note agreement with each of the Sponsor and the
A Anchor Investors pursuant to which each of the Sponsor and the A Anchor Investors agreed, severally and not jointly, that for each month,
or pro rata portion thereof if less than a month, until the earlier of (i) the date on which the Company consummates an initial Business
Combination and (ii) July 2, 2024 (or any earlier date of termination, dissolution or winding up of the Company as determined in
the sole discretion of the Company's board of directors), the Sponsor and each of the A Anchor Investors will make, in aggregate,
extension deposits of $0.019 into the Trust Account for each remaining Public Share, up to a total of $250,000 per month.

 The Company's date for mandatory liquidation and subsequent dissolution raise substantial doubt
 about the Company's ability to continue as a going concern one year from the date that the financial statements set forth herein are
 issued. 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.

 Off-Balance Sheet Arrangements

 We did not have any off-balance sheet arrangements as of December 31, 2023 and 2022.

 Contractual Obligations

 Registration Rights

 The holders of the Founder Shares, Private Placement Warrants and Public Warrants (as defined below) that may be issued upon conversion of the working capital loans (the "Working Capital
 Loans") (and any Class A ordinary shares issuable upon the exercise of the Private
 Placement Warrants and warrants issued upon conversion of the Working Capital Loans)
 are entitled to registration rights pursuant to a registration rights agreement signed
 on the effective date of the Initial Public Offering. The holders 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 consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such
 registration statements.

 Funding Agreements

 On November 2, 2023,
the Company entered into Funding Undertaking and Promissory Notes with the Sponsor, Seaside, and Capricorn in connection with deposits
to be made into the Trust Account in relation to the extension. Commencing two business days following the date of the agreement (the
"Initial Funding Date") and on the first business day of each month thereafter until the earliest to occur of (i) the maturity
date, (ii) the date the winding up or liquidation of the Company becomes effective, and (iii) July 2, 2024, the Sponsor will fund
non-interest bearing deposits of $174,116 into the Trust Account, whereas Seaside and Capricorn will each fund non-interest bearing deposits
of $37,942 into the Trust Account (the "Monthly Extension Funding").

 Vendor Agreements

 Since inception, the Company
has engaged a legal firm (the "Legal Advisor") to provide services related to the Company's Initial Public Offering,
the search for a prospective initial Business Combination, and the structuring of a transaction. Fees incurred by the Legal Advisor have
been recorded as accrued contingent legal costs on the balance sheets. The payment of these fees is contingent upon the consummation of
a Business Combination. As of December 31, 2023 and 2022, the Company had accrued contingent legal costs of $6,449,593 and $2,066,035,
respectively.

 On September 19, 2023, the Company entered into an agreement with a financial advisory firm (the "Financial Advisor") for financial advisory services such as structuring a transaction, assistance in
 negotiations, guidance on valuation in connection with a transaction, and other customary
 services in connection with a Business Combination. Pursuant to this agreement, the Company will pay the Financial Advisor a fee of $7,000,000 contingent upon the consummation of a
 Business Combination. Additionally, upon the consummation of a private investment in public equity ("PIPE") transaction, the Company will pay to the Financial Advisor a fee equal to 3.5% of
 (i) the gross proceeds raised or received by any PIPE issuer and/or its shareholders
 in the PIPE transaction, plus (ii) any amounts remaining in the Trust Account as of
 the closing of a Business Combination after giving effect to all redemptions of shares
 of the Company elected by the shareholders of the Company ((i) and (ii) together,
 the "Proceeds") (the "PIPE Transaction Fee"). The PIPE Transaction Fee paid to the Financial Advisor shall not be less than 1.75%
 of the Proceeds.

 Investment Advisory Agreement

 On October 28, 2021,
the Company and the Sponsor entered into an agreement with Sustainable Development Capital LLP (the "Advisor"), a London-based
investment firm and affiliate of the Company and Sponsor, whereby the Advisor agreed to provide administrative, consulting, and other
services to affect the Company's initial Business Combination (the "Investment Advisory Agreement"). In consideration
of the services performed: (1) the Company and Sponsor shall procure the transfer of the legal and beneficial title to at least 659,844
Founder Shares, or at the sole election of the Sponsor, the payment of an amount equal to the cash value (as determined as of the date
of such payment) of such number of Founder Shares, to the Advisor immediately prior to the winding up and liquidation of the Sponsor,
or such other date as shall be agreed in writing between the Sponsor and Advisor; and (2) the Sponsor shall pay to the Advisor the sum
of $20,000 per month as an ongoing advisory fee subject to the terms and conditions of the Investment Advisory Agreement (the "Advisory
Agreement"). The compensation expense related to the above Founder Share transfer of 659,844 shares is amortized on a straight-line
basis from the grant date of October 28, 2021 (the date at which the Investment Advisory Agreement was signed, and the date at which
all parties reached a mutual understanding of the key terms and conditions of the share-based payment) to November 2, 2023 (the original
date at which the combination period for the Company's initial Business Combination would have expired). Such Investment Advisory
Agreement is accounted for under ASC Topic 718, Compensation – Stock Compensation ("ASC 718").

 For the year ended December 31, 2023, there were no costs incurred associated with web-based services provided by the
 Advisor. On August 5, 2022, the Company incurred costs associated with web-based services provided by
 the Advisor. For the year ended December 31, 2022, the total costs incurred are $24,062 and are recorded in operating and formation
 costs within the statements of operations.

 Administrative Support Agreement

 On October 28, 2021,
 the Company entered into an agreement to pay an affiliate of the Sponsor a total of $20,000 per month for office space,
 administrative and support services. In connection with the Extension Proposal, the Company will cease paying these monthly fees
 upon the earlier of (i) completion of a Business Combination (ii) the Company's liquidation, or (iii) July 2, 2024. During
 each of the years ended December 31, 2023 and 2022, $240,000 of administrative support expenses were incurred.

 Convertible Promissory Notes – Related Party

 During the year ended December 31,
2023, the Company entered into three separate promissory notes (collectively, the "Promissory Notes"). Pursuant to the Promissory
Notes, the principal balance shall be payable on the earliest to occur of (i) the date on which the Company consummates an initial Business
Combination and (ii) the date that the winding up is effective. Outstanding loan amounts are convertible, at the option of the lender,
into certain warrants at a price of $1.00 per warrant, with holders entitled to certain specified registration rights under that certain
registration rights agreement by and among the Company, Sponsor, and certain other investors in the Initial Public Offering of the Company,
dated as of October 28, 2021 (the "Registration Rights Agreement"). Interest does not accrue on the Promissory Notes. Any
outstanding principal under the Promissory Notes may be prepaid at any time by the Company at its election and without penalty.

 Other Agreements

 Pursuant to a share letter
dated October 17, 2023, entered into by and between SEDA and Harebell S.r.l. ("Harebell"), an Italian limited liability company
with registered office in Milan, whose majority shareholder and sole director is Mr. Nicol Dubini. Harebell will be paid a finder's
fee of 25,000 Class A shares in connection with the consummation of the Target Business Combination. The Company evaluated the agreement
under ASC 718. The Company determined that the shares will only be issued upon the successful completion of the Target Business Combination,
which is considered to be a performance condition under ASC 718. As the Target Business Combination cannot be considered probable to occur,
the Company will not record any expense under ASC 718 until the shares are issued.

 Critical Accounting Estimates

 The Company does not use derivative instruments to hedge exposures to cash flow, market,
 or foreign currency risks. The Company evaluates all financial instruments to determine if such instruments are
 derivatives or contain features that qualify as embedded derivatives, pursuant to
 the Financial Accounting Standards Board's ("FASB") ASC 480, Distinguishing Liabilities from Equity, and ASC 815, Derivatives and Hedging. The classification of derivative instruments, including whether such instruments should
 be recorded as liabilities or as equity, is re-assessed at the end of each reporting
 period.

 The warrants issued in connection
with the Initial Public Offering and exercise of the over-allotment (the "Public Warrants") and the Private Placement Warrants
are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities
at fair value and adjusts the instruments to fair value at each reporting period. The liabilities are subject to re-measurement at each
balance sheet date until exercised, and any change in fair value is recognized in the Company's statements of operations. The Company
utilized a Monte Carlo simulation model for the initial valuation of the Public Warrants. The subsequent measurement of the Public Warrants
after detachment from the Units issued in the Initial Public Offering is classified as Level 1 due to the use of an observable market
quote in an active market under the ticker SEDA.WS. The Company utilizes a Monte Carlo simulation model to value the Private Placement
Warrants at each reporting period, with changes in fair value recognized in the statement of operations. The estimated fair value of the
Private Placement warrant liability is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are assumptions related
to expected share-price volatility, expected life, risk-free interest rate and dividend yield. The Company estimates the volatility of
its ordinary shares based on historical volatility. 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
to remain at zero. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected
to require the use of current assets or require the creation of current liabilities.

 The Company has made the election
under ASC 815-15-25 to account for the Promissory Notes using the fair value option. Using the fair value option, the Promissory Notes
are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between
the proceeds from issuance of the Promissory Notes and the fair value at issuance are recognized as either an expense in the statements
of operations (if issued at a discount) or as a capital contribution (if issued at a premium). Any changes in the estimated fair value
of the Promissory Notes are recognized as non-cash gains or losses in the statements of operations. The estimated fair value of the Promissory
Notes is determined using Level 3 inputs. Inherent in the Black-Scholes model are assumptions related to expected warrant volatility,
expected term, risk-free interest rate, dividend yield, warrant price, and strike price. The Company estimates the volatility of its warrants
based on historical volatility. The expected term of the warrants is assumed to be equivalent to their remaining contractual term. 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 dividend rate is based on the historical rate, which the Company anticipates remaining at zero.

 Share-based compensation
is included in operating and formation costs within the statements of operations and accounted for based on the requirements of ASC
Topic 718, Compensation–Stock Compensation ("ASC 718"), which requires recognition in the financial
statements of the cost of employee, non-employee and director services received in exchange for an award of equity instruments over
the period the employee, non-employee or director is required to perform the services in exchange for the award (presumptively, the
vesting period). ASC 718 also requires measurement of the cost of employee, non-employee and director services received in exchange
for an award based on the grant-date fair value of the award. For the years ended December 31, 2023 and 2022, the Company recognized
$2,208,673 and $2,634,528, respectively, of share-based compensation related to 659,844 Founder Shares to be transferred to
Sustainable Development Capital LLP for certain services performed per the Investment Advisory Agreement (see Note 5). The fair
value of the Founder Shares was determined using a Monte Carlo simulation. Inherent in a Monte Carlo simulation model are
assumptions related to volatility, risk-free interest rate, and expected merger date. The volatility was calculated to be equal to
the warrant valuation volatility without the probability of success. 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 Founder Shares. The expected
merger date was selected by management. For the years ended December 31, 2023 and 2022, the Company recognized $0 of share-based
compensation related to the 25,000 Class A ordinary shares to be transferred to Harebell S.r.l. only upon the successful completion
of the Target Business Combination.

 Recent Accounting Standards

 On December 14, 2023, the
FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency
and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information
primarily through changes to the rate reconciliation and income taxes paid information. The update will be effective for annual periods
beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the impact of this standard on
its financial statements and related disclosures.

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

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

 Item 8. Financial Statements
 and Supplementary Data

 INDEX TO FINANCIAL STATEMENTS

 Report
 of Independent Registered Public Accounting Firm (PCAOB ID # 688)

 Balance Sheets

 Statements of Operations

 Statements of Changes in Shareholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

 SDCL
EDGE Acquisition Corporation

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of SDCL EDGE 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 Company that was formed for the purpose of entering into
a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses
or entities on or before May 2, 2024, or by resolution of its Board of Directors and if requested by the Sponsor, to extend the business
combination deadline by an additional two months through July 2, 2024. The Company entered into a business combination agreement with
a business combination target on February 20, 2024; however, the completion of this transaction is subject to the approval of the Company's
stockholders 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 May 2, 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 May 2, 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

 April
15, 2024

 F- 2

 BALANCE SHEETS

 2023

 2022

 ASSETS

 Current assets:

 Cash

 $
 364,721

 $
 610,971

 Prepaid expenses

 94,299

 345,166

 Total current assets

 459,020

 956,137

 Assets held in Trust Account

 142,069,535

 204,641,162

 TOTAL ASSETS

 $
 142,528,555

 $
 205,597,299

 LIABILITIES AND SHAREHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable

 $
 82,084

 $
 81,076

 Accrued expenses

 292,380

 181,633

 Accrued contingent legal costs

 6,449,593

 2,066,035

 Due to Sponsor

 134,652

 37,628

 Promissory notes – related party

 556,091

 -

 Derivative liability – promissory note – related party redemption feature

 2,841

 -

 Convertible
 promissory notes – related party

 55,500

 -

 Total current liabilities

 7,573,141

 2,366,372

 Warrant liabilities

 569,886

 3,039,391

 TOTAL LIABILITIES

 8,143,027

 5,405,763

 Commitments and Contingencies (Note 6)

 Class A ordinary shares subject to possible redemption; 13,177,933 and 19,995,246 shares at redemption value of $ 10.77 per share and $ 10.23 per share at December 31, 2023 and 2022, respectively

 141,969,535

 204,541,163

 Shareholders' Deficit

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

 -

 -

 Class A ordinary shares, $ 0.0001 par value; 500,000,000 shares authorized; none issued and outstanding (excluding 13,177,933 and 19,995,246 shares subject to possible redemption at December 31, 2023 and 2022, respectively)

 -

 -

 Class B ordinary shares, $ 0.0001 par value; 50,000,000 shares authorized; 4,998,811 shares issued and outstanding

 Additional paid-in capital

 4,843,201

 Accumulated deficit

 ( 12,427,708
)

 ( 6,984,655
)

 Total Shareholders' Deficit

 ( 7,584,007
)

 ( 4,349,627
)

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

 $
 142,528,555

 $
 205,597,299

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

 F- 3

 STATEMENTS OF OPERATIONS

 For the

Years Ended

 2023

 2022

 Operating and formation costs

 $
 8,010,627

 $
 4,668,226

 Loss from operations

 ( 8,010,627
)

 ( 4,668,226
)

 Other income and expense:

 Change in fair value of warrant liabilities

 2,469,505

 6,458,708

 Change in fair value of convertible
 promissory notes

 10,789

 -

 Change in fair value of derivative liability - promissory note - related party redemption feature

 -

 Gain on investments held in Trust Account

 7,405,484

 2,689,177

 Gain on waiver of deferred underwriting fees

 -

 342,975

 Interest income

 1,993,443

 -

 Interest expense

 ( 3,130
)

 -

 $
 3,865,812

 $
 4,822,634

 Basic and diluted weighted average shares outstanding, Class A ordinary shares

 18,837,236

 19,995,246

 Basic and diluted net income per share, Class A ordinary shares

 $
 0.16

 $
 0.19

 Basic and diluted weighted average shares outstanding, Class B ordinary shares

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

 $
 0.16

 $
 0.19

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

 F- 4

 STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT

 Class B Ordinary Shares

 Additional Paid-in

 Accumulated

 Total Shareholders'

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance at December 31, 2021

 $

 $
 -

 $
 ( 15,873,472
)

 $
 ( 15,872,972
)

 Share-based compensation

 -

 -

 -

 -

 -

 -

 4,822,634

 4,822,634

 Remeasurement of Class A ordinary shares subject to redemption to redemption amount

 -

 -

 -

 ( 2,589,178
)

 ( 2,589,178
)

 Waiver of deferred underwriting fee payable

 -

 -

 -

 6,655,361

 6,655,361

 Balance at December 31, 2022

 ( 6,984,655
)

 ( 4,349,627
)

 Share-based compensation

 -

 -

 2,208,673

 -

 2,208,673

 -

 -

 -

 3,865,812

 3,865,812

 Proceeds received in excess of initial fair value of convertible promissory note - related party

 -

 -

 646,211

 -

 646,211

 Discount on proceeds from A Anchor Investors under funding agreements

 -

 -

 19,716

 -

 19,716

 Remeasurement of Class A ordinary shares subject to redemption to redemption amount

 -

 -

 ( 665,927
)

 ( 9,308,865
)

 ( 9,974,792
)

 Balance at December 31, 2023

 $

 $
 4,843,201

 $
 ( 12,427,708
)

 $
 ( 7,584,007
)

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

 F- 5

 STATEMENTS OF CASH FLOWS

 For the

Years Ended

 2023

 2022

 Cash Flows from Operating Activities:

 $
 3,865,812

 $
 4,822,634

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

 Share-based compensation

 2,208,673

 Change in fair value of warrant liabilities

 ( 2,469,505
)

 ( 6,458,708
)

 Change in fair value of convertible
 promissory notes

 ( 10,789
)

 -

 Change in fair value of derivative liability - promissory note - related party redemption feature

 ( 348
)

 -

 Gain on investments held in Trust Account

 ( 7,405,484
)

 ( 2,689,177
)

 Interest income

 ( 1,993,443
)

 -

 Interest expense

 3,130

 -

 Gain on waiver of deferred underwriting fees

 -

 ( 342,975
)

 Changes in operating assets and liabilities:

 Prepaid insurance and other current assets

 250,867

 426,267

 Accounts payable

 1,008

 75,522

 Accrued expenses

 110,747

 27,830

 Accrued contingent legal costs

 4,383,558

 776,886

 Due to Sponsor

 97,024

 ( 28,389
)

 Net cash used in operating activities

 $
 ( 958,750
)

 $
 ( 755,582
)

 Cash Flows from Investing Activities:

 Advances to Trust Account

 ( 575,866
)

 -

 Proceeds from Trust Account for payment to redeeming shareholders

 72,546,420

 -

 Net cash provided by investing activities

 71,970,554

 -

 Cash Flows from Financing Activities:

 Proceeds from Sponsor and A Anchor
 Investors under promissory notes – related party

 575,866

 -

 Proceeds from issuance of
 convertible promissory notes – related party

 712,500

 -

 Payment to redeeming shareholders

 ( 72,546,420
)

 -

 Net cash used in financing activities

 ( 71,258,054
)

 -

 Net Change in Cash

 ( 246,250
)

 ( 755,582
)

 Cash - Beginning of year

 610,971

 1,366,553

 Cash - End of year

 $
 364,721

 $
 610,971

 Non-cash investing and financing activities:

 Waiver of deferred underwriting fee payable (see Note 6)

 $
 -

 $
 6,655,361

 Remeasurement to redemption value of Class A ordinary shares subject to redemption

 $
 9,974,792

 $
 2,589,178

 Debt discount
 on proceeds from Sponsor and A Anchor Investors under promissory notes – related party

 $
 22,905

 -

 Excess of cash received over fair value of convertible promissory note - related party

 $
 646,211

 $
 -

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

 F- 6

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

 SDCL EDGE Acquisition Corporation
 ("SEDA" or the "Company") is a blank check company incorporated in the Cayman Islands on February 16,
 2021. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, share purchase,
 reorganization or similar business combination with one or more businesses or entities (a "Business Combination"). The
 Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination. The
 Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early
 stage and emerging growth companies.

 As of December 31, 2023, the Company had not commenced any operations. All activity for the period from February 16, 2021 (inception) through December 31, 2023 relates to the Company's formation, the initial public offering ("Initial Public Offering") as described
 below, and since the closing of the Initial Public Offering, the search for a prospective
 initial Business Combination. The Company will not generate any operating revenues
 until after the completion of a Business Combination, at the earliest. The Company
 will generate non-operating income or loss in the form of interest income or gains
 (losses) on investments on the cash and investments held in a trust account from the
 proceeds derived from the Initial Public Offering. In addition, the Company will recognize
 non-operating income or loss on the change in fair value of the warrant liabilities
 and promissory notes.

 The registration statement for the Company's Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company consummated the Initial Public Offering of 17,500,000 units (the "Units" and, with respect to the Class A ordinary shares included in the
 Units sold, the "Public Shares"), at $ 10.00 per Unit, generating gross proceeds of
 $ 175,000,000, which is discussed in Note 3. Each Unit consists of one Class A ordinary share and
 one-half of one redeemable warrant ("Public Warrant").

 Simultaneously with the closing of the Initial Public Offering, the Company consummated
 the sale of 8,250,000 warrants (the "Private Placement Warrants") at a price of $ 1.00
 per Private Placement Warrant in a private placement to SDCL EDGE Sponsor LLC (the
 "Sponsor"), Sustainable Investors Fund, LP ("Capricorn"), and Seaside Holdings (Nominee)
 Limited ("Seaside" and, together with Capricorn, the "A Anchor Investors") generating
 gross proceeds of $ 8,250,000, which is described in Note 4.

 The Company had granted the underwriters in the Initial Public Offering (the "Underwriters")
 a 45-day option to purchase up to 2,625,000 additional Units to cover over-allotments,
 if any. On November 16, 2021, the Underwriters partially exercised the over-allotment option and purchased
 an additional 2,495,246 Units (the "Over-Allotment Units"), generating gross proceeds
 of $ 24,952,460, and incurred $ 499,049 in cash underwriting fees.

 Simultaneously with the closing of the exercise of the over-allotment option, the
 Company consummated the sale of 748,574 warrants (the "Over-Allotment Warrants") at
 a purchase price of $ 1.00 per warrant in a private placement to the Sponsor and the
 A Anchor Investors generating gross proceeds of $ 748,574.

 Following the closing of the Initial Public
 Offering, the sale of the Private Placement Warrants, the sale of the Over-Allotment Units, and the sale of the Over-Allotment
 Warrants, an amount of $ 201,951,985
 ($ 10.10
 per Unit) was placed in a trust account (the "Trust Account") with Continental Stock Transfer & Trust Company acting
 as trustee. The funds in the Trust Account were initially invested in U.S. government treasury obligations with maturities 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, until the earlier of: (i) the completion of an initial Business Combination;
 (ii) the redemption of any Public Shares properly tendered in connection with a shareholder vote to amend the amended and restated
 memorandum and articles of association (the "Amended and Restated Memorandum and Articles of Association") to modify the
 substance or timing of the Company's obligation to redeem 100% of the Public Shares if the Company does not complete an
 initial Business Combination within 24 months from the closing of the Initial Public Offering; and (iii) absent an initial Business
 Combination within 24 months from the closing of the Initial Public Offering or with respect to any other material provisions
 relating to shareholders' rights or pre-initial Business Combination activity, the return of the funds held in the Trust
 Account to the public shareholders as part of the redemption of the Public Shares. If the Company does not invest the proceeds as
 discussed above, the Company may be deemed to be subject to the Investment Company Act. If the Company is deemed to be subject to
 the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which the
 Company has not allotted funds and may hinder the Company's ability to complete a Business Combination. Following the
 Extraordinary General Meeting, the funds in the Trust Account were moved out of investment in securities and into an
 interest-bearing bank deposit account until the earlier of consummation of the Company's initial Business Combination or liquidation
 in order to mitigate the risk of being deemed an unregistered investment company. The funds in the Trust Account may only be (i)
 held uninvested, (ii) held in an interest-bearing bank demand deposit account, or (iii) held only in U.S. government treasury
 obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations
 and meeting certain conditions under Rule 2a-7 under the Investment Company Act. If the Company is unable to complete an initial
 Business Combination, the Company's public shareholders may only receive their pro rata portion of the funds in the Trust
 Account that are available for distribution to public shareholders, and the warrants will expire worthless.

 F- 7

 In addition, the Sponsor agreed to forfeit up to 656,250 Class B ordinary shares (the
 "Founder Shares") to the extent that the over-allotment option was not exercised in
 full by the underwriters. As a result of the underwriters' partial exercise of the over-allotment option, the Company repurchased and cancelled
 32,439 Founders Shares. No other Founder Shares remain subject to forfeiture.

 The Company will provide its 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 a Business Combination
 or (ii) by means of a tender offer. The decision as to whether the Company will seek
 shareholder approval of a Business Combination or conduct a tender offer will be made
 by the Company, in its sole discretion. The public shareholders will be entitled to
 redeem their Public Shares for a pro rata portion of the amount held in the Trust
 Account ($ 10.77 per share as of December 31, 2023), calculated as of two business days prior to the completion of a Business Combination,
 including any pro rata interest earned on the funds held in the Trust Account and
 not previously released to the Company to pay its tax obligations. There will be no
 redemption rights upon the completion of a Business Combination with respect to the
 Company's warrants. The Class A ordinary shares are recorded at redemption value and classified
 as temporary equity upon the completion of the Initial Public Offering, in accordance
 with the Financial Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 480, Distinguishing Liabilities from Equity ("ASC 480").

 The Company will proceed with a Business Combination if the Company has net tangible
 assets of at least $ 5,000,001 upon consummation of such Business Combination and a
 majority of the shares voted are voted in favor of the Business Combination. If a
 shareholder vote is not required under applicable law or stock exchange listing requirements
 and the Company does not decide to hold a shareholder vote for business or other reasons,
 the Company will, pursuant to its Amended and Restated Memorandum and Articles of
 Association as then in effect, conduct the redemptions pursuant to the tender offer
 rules of the Securities and Exchange Commission ("SEC"), and file tender offer documents
 containing substantially the same information as would be included in a proxy statement
 with the SEC prior to completing a Business Combination. If the Company seeks shareholder
 approval in connection with a Business Combination, the initial shareholders, Anchor
 Investors (as defined in Note 5), and management team have agreed to vote any Founder
 Shares held by them, and any Public Shares purchased in or after the Initial Public
 Offering in favor of approving a Business Combination. Additionally, each public shareholder
 may elect to redeem their Public Shares irrespective of whether they vote for or against
 the proposed transaction or whether they were a public shareholder on the record date
 for the general meeting held to approve the proposed transaction.

 Notwithstanding the foregoing, if the Company seeks shareholder approval of a Business
 Combination and it does not conduct redemptions pursuant to the tender offer rules,
 the Company's 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 Securities Exchange Act of 1934, as amended (the "Exchange Act")), will be
 restricted from redeeming its shares with respect to more than an aggregate of 15%
 of the Public Shares without the Company's prior written consent.

 The initial shareholders and A Anchor Investors
 have agreed to (i) waive their redemption rights with respect to any Founder Shares and Public Shares they hold in connection with
 the completion of an initial Business Combination, (ii) waive their redemption rights with respect to any Founder Shares and Public
 Shares they hold in connection with a shareholder vote to approve an amendment to the Amended and Restated Memorandum and Articles
 of Association to modify the substance or timing of the Company's obligation to redeem 100% of the Public Shares if the
 Company has not consummated an initial Business Combination within 24 months from the closing of the Initial Public Offering or with
 respect to any other material provisions relating to shareholders' rights or pre-initial Business Combination activity and
 (iii) waive their rights to liquidating distributions from the Trust Account with respect to any Founder Shares they hold if the
 Company fails to complete an initial Business Combination within 24 months from the Initial Public Offering. In connection with the
 Extension Proposal (as defined below), the waiver described in (i), (ii), and (iii) has occurred. However, if the initial
 shareholders or Anchor Investors (as defined in Note 5) acquire additional Public Shares after the Initial Public Offering, such
 Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business
 Combination within the Combination Period (as defined below).

 F- 8

 The Company will have until May 2, 2024, or July 2, 2024 by monthly extensions approved by the board of directors (the "Combination Period"), to complete a Business Combination. If the Company is unable to complete a Business
 Combination within the Combination Period, the Company will (i) cease all operations
 except for the purpose of winding up, (ii) as promptly as reasonably possible but
 not more than ten 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 (which interest
 shall be net of taxes payable and up to $ 100,000 of interest to pay dissolution expenses),
 divided by the number of then outstanding Public Shares, which redemption will completely
 extinguish public shareholders' rights as shareholders (including the right to receive further liquidating distributions,
 if any), and (iii) as promptly as reasonably possible following such redemption, subject
 to the approval of the Company's remaining shareholders and board of directors, liquidate and dissolve, subject,
 in each case, to the Company's obligations under Cayman Islands law to provide for claims of creditors and the
 requirements of other applicable law. Upon the approval of the Extension Proposal
 (as defined below), the Company entered into a funding undertaking and promissory
 note agreement (each a "Funding Agreement" and together, the "Funding Agreements")
 with each of the Sponsor and the A Anchor Investors pursuant to which each of the
 Sponsor and the A Anchor Investors will agree, severally and not jointly, that for
 each month, or pro rata portion thereof if less than a month, until the earlier of
 (i) the date on which the Company consummates an initial Business Combination and (ii) July 2, 2024 (or any earlier date of termination, dissolution or winding up of the Company as
 determined in the sole discretion of the Company's board of directors), the Sponsor and each of the A Anchor Investors will make, in
 aggregate, extension deposits of $0.019 into the Trust Account for each remaining
 Public Share, up to a total of $ 250,000 per month.

 In order to protect the amounts held in the Trust Account, the Sponsor has agreed
 to 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 (1) $ 10.10 per Public Share or (2) the actual
 amount per Public Share held in the Trust Account as of the date of the liquidation
 of the Trust Account if less than $10.10 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 the Company's 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 (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"). Moreover, in the event that an executed waiver is deemed to be unenforceable
 against a third party, the Sponsor will not be responsible to the extent of any liability
 for such third-party claims. The Company will seek to reduce the possibility that
 the Sponsor will have to indemnify the Trust Account due to claims of creditors by
 endeavoring to have all vendors, service providers (other than the Company's independent registered public accounting firm), prospective target businesses or
 other entities with which the Company does business, execute agreements with the Company
 waiving any right, title, interest or claim of any kind in or to monies held in the
 Trust Account.

 Business Combination Agreement

 On February 20, 2024, (i) SEDA, (ii)
Specialty Copper Listco Plc, a public limited company registered in England and Wales with registered number 15395590
("PubCo"), (iii) SEDA Magnet LLC, a Delaware limited liability company (the "Merger Sub"), (iv) MAGNET Joint
Venture GmbH, a limited liability company organized under the laws of Germany, registered with the commercial register of the local
court of Osnabr ck under registration number HRB 217397 ("JV GmbH"), (v) PP S&C Holding GmbH, a limited
liability company organized under the laws of Germany, registered with the commercial register of the local court of Munich under
registration number HRB 275474, (vi) cunova GmbH, a limited liability company organized under the laws of Germany, registered with
the commercial register of the local court of Osnabr ck under registration number HRB 216155 ("Cunova"), (vii) KME
SE, a stock corporation organized under the laws of Germany, registered with the commercial register of the local court of
Osnabr ck under registration number HRB 213357 ("KME"), (viii) Creature Kingdom Limited, a private limited company
registered in England and Wales with registered number 06799429, (ix) The Paragon Fund III GmbH & Co. geschlossene Investment
KG, a limited partnership organized under the laws of Germany, registered with the commercial register of the local court of Munich
under registration number HRB 110100 ("Paragon" and together with KME, the "Shareholders") and (x) Mr.
Edward Wilson Davis, solely in the capacity as the representative for the shareholders of SEDA, entered into a business combination
agreement (as amended from time to time, the "Business Combination Agreement"), pursuant to which several transactions
relating to the special product business of Cunova, which is a wholly owned subsidiary of JV GmbH, and certain assets of KME
comprising the KME specialty aerospace business (the "Aerospace Business" and, together with Cunova, the
"Target") will occur, and in connection therewith, PubCo will become the ultimate parent company of Merger Sub, JV GmbH
and the Target (the "Target Business Combination").

 F- 9

 Pursuant to the Business Combination Agreement, and upon the terms and subject to
 the conditions set forth therein:

 (i) SEDA will merge with and into Merger
Sub, a wholly owned subsidiary of PubCo (the "Merger"), with Merger Sub being the surviving entity in the merger (the
time at which the Merger becomes effective, the "Merger Effective Time");

 (ii) in connection with the Merger,
 (a) each outstanding SEDA Class B ordinary share, par value $0.0001 per share (the "SEDA Class B Shares") will be
 converted (unless otherwise agreed in writing) into 0.893 SEDA Class A ordinary shares, par value $0.0001 per share (the "SEDA
 Class A Shares," and together with the SEDA Class B Shares, the "SEDA Shares"), (b) each outstanding SEDA Class A
 Share will be automatically canceled and converted into PubCo ordinary shares at an exchange ratio of 1.119375,
 each such PubCo ordinary share having a par value of 1 per share (the "PubCo Shares"), and (c) each outstanding
 warrant of SEDA will be automatically adjusted to entitle the holder to purchase one whole PubCo Share at a price of $ 11.50 per
 PubCo Share;

 (iii) on the Exchange Date (as defined below) (and, if applicable, immediately after
 the closing contemplated of any Financing (as defined below)), PubCo will (a) redeem
 the redeemable preference share in PubCo held by Creature Kingdom, and (b) purchase
 from Creature Kingdom the ordinary share in PubCo held by Creature Kingdom in exchange
 for the release of the undertaking to pay the subscription price of such redeemable
 share; and

 (iv) on the Exchange Date (as defined below), (a) Paragon will transfer its shares
 in PP Holding and a certain shareholder loan to PubCo in exchange for cash and a vendor
 loan agreement by and between Paragon and PubCo, (b) Cunova will redeem the preference
 share of Cunova with the number 25,001 (the "Cunova Preference Share") in consideration
 for the transfer of the preference share of KME AssetCo GmbH ("KME AssetCo")
 with the number 25,001 (the "KME AssetCo Preference Share") by Cunova to KME Special Products
 GmbH & Co. KG ("KME Special"), and (c) KME will cause (i) KME Germany GmbH ("KME Germany"),
 KME Mansfeld GmbH ("KME Mansfeld") and KME America Inc. ("KME America" and, together
 with KME Germany and KME Mansfeld, the "Aerospace Business Sellers") to transfer to
 Cunova the KME specialty aerospace business in exchange for a vendor loan debt instrument issued by Cunova
 (the "Aerospace VLN") and which the Aerospace Business Sellers will transfer to KME
 Special and KME Special, in turn, will contribute the Aerospace VLN to PubCo in exchange
 for PubCo Shares; and (ii) KME Special to transfer its shares in JV GmbH and a certain
 shareholder loan between KME Special and JV GmbH to PubCo in exchange for PubCo Shares
 and cash ((a)-(c) the "Exchange" and the date on which the Exchange occurs, the "Exchange
 Date").

 Sponsor Support Agreement

 On February 20, 2024, in connection with the
execution of the Business Combination Agreement, SEDA entered into a sponsor support agreement (the "Sponsor Support
Agreement") with PubCo and Sponsor as a holder of private warrants of SEDA ("SEDA Private Warrants") (purchased in
a private placement contemporaneously with the Initial Public Offering of SEDA) and a holder of SEDA Class B Shares. Pursuant to the
Sponsor Support Agreement, upon the terms and subject to the conditions set forth therein, until the earlier of the Merger Effective
Time and the date and time, if any, that the Business Combination Agreement is terminated, the Sponsor agreed to, among other
things: (i) inter alia, vote any SEDA Shares that it owns in favor of the proposals regarding the Target Business Combination; (ii)
not redeem or effect any sale or distribution of any SEDA Shares or SEDA Private Warrants that it owns; (iii) convert its 2,639,375 SEDA
Class B Shares into 1,593,941 SEDA
Class A Shares; and (iv) at closing of the Target Business Combination (the "Closing"), enter into a registration rights
agreement based on the term sheet scheduled to the Business Combination Agreement.

 F- 10

 Anchor Support Agreement

 On February 20, 2024, in connection with the
execution of the Business Combination Agreement, SEDA entered into an anchor support agreement (the "Anchor Support
Agreement") with PubCo and each of the A Anchor Investors as holders of public warrants of SEDA ("SEDA Public
Warrants" and, together with the SEDA Private Warrants, the "SEDA Warrants") (purchased in the Initial Public
Offering of SEDA) and SEDA Private Warrants (purchased in a private placement contemporaneously with the Initial Public Offering of
SEDA) and holders of SEDA Class A Shares and SEDA Class B Shares. Pursuant to the Anchor Support Agreement, upon the terms and
subject to the conditions set forth therein, until the earlier of the Merger Effective Time and the date and time, if any, that the
Business Combination Agreement is terminated, each A Anchor Investor agreed to, among other things: (i) vote any SEDA Shares that
it owns in favor of the proposals regarding the Target Business Combination; (ii) not redeem or effect any sale or distribution of
any SEDA Shares or SEDA Warrants that it owns; (iii) convert its 499,881
SEDA Class B Shares into 283,291
SEDA Class A Shares; and (iv) at the Closing, enter into a registration
rights agreement based on the term sheet scheduled to the Business Combination Agreement.

 NYSE Continued Listing Standards Compliance Notification

 On January 12, 2023, the Company
received a notice from the New York Stock Exchange ("NYSE") that the Company was not in compliance with NYSE listing
standard 802.01B because the Company had fallen below compliance with the 300 public shareholders requirement. On August 23,
2023, the NYSE notified the Company that it was again in compliance with NYSE listing standard 802.01B but that the Company was
subject to continued monitoring and review for a period of 12 months.

 Extraordinary General Meeting

 On October 30, 2023, the Company held an Extraordinary General Meeting of Company shareholders
 (the "Extraordinary General Meeting"). At the Extraordinary General Meeting, the Company's shareholders approved a proposal to amend 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 (the "Extension
 Proposal") from November 2, 2023 to March 2, 2024 (the "Extended Date") and to allow the board of directors of the Company, without
 another shareholder vote, to elect to further extend the date to consummate an initial
 Business Combination after the Extended Date up to four times, by an additional month
 each time, up to July 2, 2024.

 In connection with the Extension Proposal, a total of 44 shareholders elected to redeem
 an aggregate of 6,817,313 Class A ordinary shares, representing approximately 34.1%
 of the issued and outstanding Class A ordinary shares. As a result, $ 72,546,420 was
 paid out of the Company's Trust Account in connection with the redemptions, representing a redemption price
 per Class A ordinary share of approximately $ 10.64.

 Pursuant to the Funding Agreements, between
November 7, 2023 and December 31, 2023, the Sponsor and the A Anchor Investors deposited $ 575,866
 in the aggregate into the Trust Account.

 On February 27, 2024, the board of directors
of the Company approved a first extension of the date by which the Company must consummate an initial Business Combination from
March 2, 2024 to April 2, 2024. The first extension was the first of four one-month extensions permitted under the Company's
Amended and Restated Memorandum and Articles of Association. On March 27, 2024, the board of directors of the Company approved a
second extension of the date by which the Company must consummate an initial Business Combination from April 2, 2024 to May 2, 2024.
The second extension is the second of four one-month extensions permitted under the Company's Amended and Restated Memorandum
and Articles of Association.

 Going Concern Consideration

 As of December 31, 2023, the Company had $ 364,721 in cash held outside of the Trust Account and a working capital deficit of $ 7,114,121.

 If a Business Combination is not consummated by
the Combination Period, there will be a mandatory liquidation and subsequent dissolution of the Company.

 In connection with the Company's assessment of going concern considerations
in accordance with FASB's Accounting Standards Update ("ASU") 2014-15, Disclosures of Uncertainties about an Entity's
Ability to Continue as a Going Concern, management has determined there is a lack of liquidity the Company needs to sustain operations
for a reasonable period of time and the Combination Period deadline raise substantial doubt about the Company's ability to continue
as a going concern for a period of twelve months from the date that these financial statements are issued. 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.

 F- 11

 NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis of Presentation

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

 Emerging Growth Company

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

 Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to
 comply with new or revised financial accounting standards until private companies
 (that is, those that have not had a Securities Act registration statement declared
 effective or do not have a class of securities registered under the Exchange Act)
 are required to comply with the new or revised financial accounting standards. The
 JOBS Act provides that a company can elect to opt out of the extended transition period
 and comply with the requirements that apply to non-emerging growth companies but any
 such election to opt out is irrevocable. The Company has elected not to opt out of
 such extended transition period which means that when a standard is issued or revised
 and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt
 the new or revised standard at the time private companies adopt the new or revised
 standard. This may make comparison of the Company's 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 US GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts of
 assets and liabilities and disclosure of contingent assets and liabilities at the
 date of the financial statements and the reported amounts of expenses during the reporting
 period.

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

 Cash

 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 no t have any cash equivalents
 as of December 31, 2023 or 2022.

 F- 12

 Assets Held in Trust Account

 At December 31, 2023, the assets held in the Trust Account are
$ 142,069,535, and are held in cash within a demand deposit account. Interest income from the cash held in the Trust Account is included
in the accompanying statements of operations.

 At December 31, 2022, the Company held assets in the Trust Account of $ 204,641,162.

 Class A Ordinary Shares Subject to Possible Redemption

 All of the 19,995,246 Class A ordinary shares sold as part of the Units in the Initial Public Offering and the partial exercise
 of the over-allotment option contain a redemption feature which allows for the redemption
 of such Public Shares in connection with the Company's liquidation, if there is a shareholder vote or tender offer in connection with a
 Business Combination and in connection with certain amendments to the Company's Amended and Restated Memorandum and Articles of Association. In accordance with
 SEC and its staff's guidance on redeemable equity instruments, which has been codified in ASC 480-10-S99,
 redemption provisions not solely within the control of the Company require ordinary
 shares subject to redemption to be classified outside of permanent equity. Therefore,
 all Class A ordinary shares have been classified outside of permanent equity.

 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. Increases or decreases in the carrying amount of
 redeemable ordinary shares are affected by charges against additional paid-in capital
 and accumulated deficit. The redemption value of the redeemable ordinary shares as
 of December 31, 2023 decreased due to the redemptions of $ 72,546,420 which occurred in November 2023. Additionally, income earned on the Trust Account exceeds the Company's expected dissolution expenses (up to $ 100,000). As such, the Company recorded an increase in the carrying amount of the redeemable
 ordinary shares of $ 9,974,792 and $ 2,589,178 during the years ended December 31, 2023 and 2022, respectively.

 As of 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 redemption of Class A ordinary shares

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

 $
 201,951,985

 Plus:

 Remeasurement of carrying value to redemption value

 2,589,178

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

 204,541,163

 Less:

 Redemption of Class A ordinary shares

 ( 72,546,420
)

 Plus:

 Remeasurement of carrying value to redemption value

 9,974,792

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

 $
 141,969,535

 Offering Costs Associated with the Initial Public Offering

 The Company complies with the requirements of ASC Topic 340, Other Assets and Deferred Costs, and SEC Staff Accounting Bulletin Topic 5A - Expenses of Offering ("SAB Topic 5A").
 Offering costs consist principally of professional and registration fees incurred
 through the balance sheet date that are related to the Initial Public Offering. Offering
 costs directly attributable to the issuance of an equity contract to be classified
 in equity are recorded as a reduction in equity. Offering costs for equity contracts
 that are classified as assets and liabilities are expensed immediately. The Company
 incurred offering costs amounting to $ 32,005,743 as a result of the Initial Public
 Offering (consisting of a $ 3,999,049 underwriting discount, $ 6,998,336 of deferred
 underwriting fees, $ 18,958,165 of Anchor Investor offering costs, and $ 2,050,193 of
 other offering costs). The Company recorded $ 29,576,119 of offering costs as a reduction
 of temporary equity in connection with the shares of Class A ordinary shares included
 in the Units. The Company immediately expensed $ 2,429,624 of offering costs in connection
 with the Public Warrants and Private Placement Warrants that were classified as liabilities.

 F- 13

 In July and October 2022, the deferred underwriting fee was waived in full by Goldman Sachs & Co. LLC Securities,
 Inc., and BofA Securities, Inc., the underwriters. Upon the Initial Public Offering,
 a portion of the entire deferred underwriting fee was allocated to Public Warrants,
 which resulted in a charge to the statement of operations. Therefore, a portion of
 this waived deferred underwriting fee was recorded as a gain in the statements of
 operations in the amount of $ 342,975 for the year ended December 31, 2022. The remaining $ 6,655,361 was recorded as a reduction to accumulated deficit
 as of December 31, 2022.

 Income Taxes

 The Company accounts for income taxes under ASC Topic 740, Income Taxes ("ASC 740"). ASC 740 requires the recognition of deferred tax assets and liabilities
 for both the expected impact of differences between the financial statement and tax
 basis of assets and liabilities and for the expected future tax benefit to be derived
 from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation
 allowance to be established when it is more likely than not that all or a portion
 of deferred tax assets will not be realized.

 ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in
 an enterprise's financial statements and prescribes a recognition threshold and measurement process
 for financial statement recognition and measurement of a tax position 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. ASC
 740 also provides guidance on derecognition, classification, interest and penalties,
 accounting in interim periods, disclosure and transition. Based on the Company's evaluation, it has been concluded that there are no significant uncertain tax positions
 requiring recognition in the Company's financial statements.

 The Company recognizes accrued interest and penalties related to unrecognized tax
 benefits as income tax expense. There were no unrecognized tax benefits and no amounts
 accrued for interest and penalties as of December 31, 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. The Company
 is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman
 Islands or the United States. Consequently, income taxes are not reflected in the
 Company's financial statements.

 Net Income Per Ordinary Share

 The Company complies with accounting and disclosure requirements of ASC Topic 260,
 Earnings Per Share. Net income per ordinary share is computed by dividing net income by the weighted-average
 number of ordinary shares outstanding during the period. The immediate re-measurement
 associated with the redeemable Class A ordinary shares is excluded from net income
 per share as the redemption value approximates fair value. Therefore, the net income
 per share calculation allocates income and losses shared pro rata between Class A
 and Class B ordinary shares. As a result, the calculated net income per share is the
 same for Class A and Class B ordinary shares. The Company has not considered the effect
 of the warrants sold in the Initial Public Offering, the partial exercise of the over-allotment
 option, and private placement to purchase an aggregate of 18,996,197 shares in the
 calculation of diluted income per share, since the exercise of the warrants is contingent
 upon the occurrence of future events. As a result, diluted income per share is the
 same as basic income per share for the periods presented.

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

 Schedule of basic and diluted net income per ordinary share

 For the Years Ended December 31,

 2023

 2022

 Class A

 Class B

 Class A

 Class B

 Basic and diluted net income per share:

 Numerator:

 $
 3,055,088

 $
 810,724

 $
 3,858,107

 $
 964,527

 Denominator:

 Weighted average ordinary shares

 18,837,236

 19,995,246

 Basic and diluted net income per ordinary share

 $
 0.16

 $
 0.16

 $
 0.19

 $
 0.19

 F- 14

 Concentration of Credit Risk

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

 Fair Value of Financial Instruments

 The Company applies ASC Topic 820, Fair Value Measurement ("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.

 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 warrant liabilities and convertible promissory notes.

 The following reflects the fair value hierarchy established by ASC 820:

 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.

 Share-Based Compensation

 Share-based compensation is included in operating and formation costs within the statements
 of operations and accounted for based on the requirements of ASC Topic 718, Compensation–Stock Compensation ("ASC 718"), which requires recognition in the financial statements of the cost of
 employee, non-employee and director services received in exchange for an award of
 equity instruments over the period the employee, non-employee or director is required
 to perform the services in exchange for the award (presumptively, the vesting period).
 ASC 718 also requires measurement of the cost of employee, non-employee and director
 services received in exchange for an award based on the grant-date fair value of the
 award. For the years ended December 31, 2023 and 2022, the Company recognized $ 2,208,673 and $ 2,634,528, respectively, of share-based compensation related to 659,844 Founder Shares to be
 transferred to Sustainable Development Capital LLP for certain services performed
 per the Investment Advisory Agreement (see Note 5). For the years ended December 31, 2023 and 2022, the Company recognized $ 0 of share-based compensation related to the 25,000 Class A ordinary
shares to be transferred to Harebell (as defined in Note 6) only upon the successful completion of a Business Combination.

 F- 15

 Derivative Financial Instruments

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

 The Public Warrants and Private Placement Warrants are accounted for as derivative
 instruments in accordance with ASC 815 and are presented as warrant liabilities on
 the balance sheet. The Public Warrants and Private Placement Warrants were measured
 at fair value at the Initial Public Offering and on a recurring basis, with subsequent
 changes in fair value recorded in the statements of operations.

 The Company accounts for the Promissory Notes
(as defined below) under ASC 815-15-25. In accordance with ASC 815-15-25, proceeds from the sale of a debt instrument with an embedded
derivative that require bifurcation are allocated to the two elements based on the relative fair values of the debt instrument without
the embedded derivative and of the embedded derivative itself at time of issuance. Any changes in the estimated fair value of the derivative
are recognized as non-cash gains or losses in the statements of operations.

 Convertible Promissory Notes - Related Party

 During the year ended December 31, 2023, the Company entered into three
 separate promissory notes (collectively, the "Promissory Notes"). The Company has made the election under ASC 815-15-25
 to account for these Promissory Notes using the fair value option. Using the fair value option, the Promissory Notes are required to
 be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Differences between the
 proceeds from issuance of the Promissory Notes and the fair value at issuance are recognized as either an expense in the statements
 of operations (if issued at a discount) or as a capital contribution (if issued at a premium). Any changes in the estimated fair
 value of the Promissory Notes are recognized as non-cash gains or losses in the statements of operations.

 Recent Accounting Standards

 On December 14, 2023, the FASB issued ASU
 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which is intended to enhance the transparency
 and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income
 tax information primarily through changes to the rate reconciliation and income taxes paid information. The update will be effective
 for annual periods beginning after December 15, 2024, and early adoption is permitted. The Company is currently evaluating the
 impact of this standard on its financial statements and related disclosures.

 NOTE 3. INITIAL PUBLIC OFFERING

 The registration statement for the Company's Initial Public Offering was declared effective on October 28, 2021. On November 2, 2021, the Company completed its Initial Public Offering of 17,500,000 Units, at
 $ 10.00 per Unit, generating gross proceeds of $ 175,000,000. Each Unit consists of
 one Class A ordinary share and one-half of one Public Warrant. Each Public Warrant
 entitles the holder to purchase one Class A ordinary share at an exercise price of
 $ 11.50 per whole share (see Note 7). On November 16, 2021, the underwriters partially exercised the over-allotment option and purchased an
 additional 2,495,246 Over-Allotment Units, generating gross proceeds of $ 24,952,460, for an aggregate total of $ 199,952,460 in gross proceeds from the Initial Public
 Offering and closing of the exercise of the over-allotment option.

 NOTE 4. PRIVATE PLACEMENT

 Simultaneously with the closing of the Initial Public Offering, the Sponsor and A
 Anchor Investors purchased an aggregate of 8,250,000 warrants at a price of $1.00
 per Private Placement Warrant ($ 8,250,000 in the aggregate). Simultaneously with the
 closing of the exercise of the over-allotment option, the Company consummated the
 sale of 748,574 Over-Allotment Warrants at a purchase price of $1.00 per warrant in
 a private placement to the Sponsor and A Anchor Investors, generating gross proceeds
 of $748,574, for an aggregate total of $ 8,998,574 in gross proceeds from the sale
 of the Private Warrants and Over-Allotment Warrants. Each Private Placement Warrant
 is exercisable to purchase one Class A ordinary share at a price of $ 11.50 per share.
 A portion of the proceeds from the sale of the Private Placement Warrants were added
 to the net proceeds from the Initial Public Offering held in the Trust Account. If
 the Company does not complete a Business Combination within the Combination Period,
 the proceeds from the sale of the Private Placement Warrants will be used to fund
 the redemption of the Public Shares (subject to the requirements of applicable law)
 and the Private Placement Warrants will expire worthless.

 F- 16

 NOTE 5. RELATED PARTY TRANSACTIONS

 Founder Shares

 On February 23, 2021, the Sponsor was issued 7,187,500 Founder Shares for an aggregate of $ 25,000
 paid to cover certain expenses on behalf of the Company. On July 14, 2021, the Company repurchased 2,156,250 Founder Shares from the Company's Sponsor for an aggregate consideration of $0.001, resulting in an aggregate of 5,031,250
 Founder Shares outstanding. The Founder Shares included an aggregate of up to 656,250
 Class B ordinary shares subject to repurchase by the Sponsor to the extent that the
 underwriters' over-allotment option was not exercised in full or in part, so that the holders of the Founder Shares will own, on an as-converted basis,
 20 % of the Company's issued and outstanding shares after the Initial Public Offering. Following the partial
 exercise of the underwriters' over-allotment option on November 16, 2021, 32,439 Founder Shares were repurchased and cancelled by the Company. No other
 Founder Shares remain subject to forfeiture.

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

 The A Anchor Investors purchased a total of 4,000,000 Units in the Initial Public
 Offering at the offering price of $ 10.00 per Unit. In addition to the A Anchor Investors,
 two qualified institutional buyers or accredited investors not affiliated with the
 Company, the Sponsor, the Company's directors or any member of management (the "3.6% B Anchor Investors"), purchased
 1,575,000 Units each in the Initial Public Offering at the offering price of $10.00
 per Unit, three qualified institutional buyers or accredited investors not affiliated
 with the Company, the Sponsor, the Company's directors or any member of management (the "4.0% B Anchor Investors"), purchased
 1,749,999 Units each in the Initial Public Offering at the offering price of $10.00
 per Unit, and two qualified institutional buyers or accredited investors not affiliated
 with the Company, the Sponsor, the Company's directors or any member of management (the "Additional 4.0% B Anchor Investors"
 and, together with the 3.6% B Anchor Investors and the 4.0% B Anchor Investors, the
 "B Anchor Investors"), purchased 1,732,500 Units each in the Initial Public Offering
 at the offering price of $10.00 per Unit, or an aggregate of 15,864,997 Units for
 all anchor investors (the "Anchor Investors" which includes the A Anchor Investors
 and the B Anchor Investors).

 As the Anchor Investors purchased Units during the Initial Public Offering, should
 they vote the shares included therein in favor of an initial Business Combination,
 no votes from other public shareholders would be required to approve an initial Business
 Combination. The Anchor Investors may have different interests with respect to a vote
 on an initial Business Combination than other public shareholders due to their ownership
 interests in the Company.

 Pursuant to such Units, the Anchor Investors have not been granted any shareholder
 or other rights in addition to those afforded to the Company's other public shareholders. Further, the Anchor Investors are not required to (i)
 hold any Units, Class A ordinary shares or warrants they purchased in the Initial
 Public Offering or thereafter for any amount of time, (ii) vote any Class A ordinary
 shares they may own at the applicable time in favor of a Business Combination or (iii)
 refrain from exercising their right to redeem their Public Shares at the time of a
 Business Combination. The Anchor Investors have the same rights to the funds held
 in the Trust Account with respect to the Class A ordinary shares underlying the Units
 they purchased in the Initial Public Offering as the rights afforded to the Company's other public shareholders.

 F- 17

 Each Anchor Investor has entered into separate investment agreements with the Company
 and the Sponsor. The A Anchor Investors purchased 503,125 Founder Shares each, or
 an aggregate of 1,006,250 Founder Shares, from the Sponsor for a purchase price of
 $ 2,500 each, or an aggregate of $ 5,000, at the closing of the Initial Public Offering.
 The 3.6% B Anchor Investors purchased 181,125 Founder Shares each, or an aggregate
 of 362,250 Founder Shares, from the Sponsor for a purchase price of $ 900 each, or
 an aggregate of $ 1,800, at the closing of the Initial Public Offering. The 4.0% B
 Anchor Investors purchased 201,250 Founder Shares each, or an aggregate of 603,750
 Founder Shares, from the Sponsor for a purchase price of $ 1,000 each, or an aggregate
 of $ 3,000, at the closing of the Initial Public Offering. The Additional 4.0% B Anchor
 Investors purchased 201,250 Founder Shares each, or an aggregate of 402,500 Founder
 Shares from the Sponsor for a purchase price of $ 1,000 each, or an aggregate of $ 2,000,
 at the closing of the Initial Public Offering (or an aggregate of 2,374,750 Founder Shares
 for all Anchor Investors for a total combined purchase price of $ 11,800). Pursuant
 to the investment agreements, the Anchor Investors have agreed to (a) vote any Founder
 Shares held by them in favor of a Business Combination and (b) subject any Founder
 Shares held by them to the same lock-up restrictions as the Founder Shares held by
 the Sponsor and independent directors.

 Due to the partial exercise of the over-allotment option by the underwriters on November 16, 2021, the Company repurchased and cancelled 32,439 Founder Shares, which included
 3,244 Founder Shares from each A Anchor Investor (or an aggregate of 6,488 Founder
 Shares), 1,168 Founder Shares from each 3.6% B Anchor Investor (or an aggregate of
 2,336 Founder Shares), 1,298 Founder Shares from each 4.0% B Anchor Investor (or
 an aggregate of 3,894 Founder Shares), 1,298 Founder Shares from each Additional 4.0%
 B Anchor Investor (or an aggregate of 2,596 Founder Shares), and 17,125 Founder Shares
 from the Company's Sponsor. As a result, 15,314 Founder Shares held by Anchor Investors were repurchased
 and canceled by the Company, resulting in an aggregate of 2,359,436 Founder Shares
 held by all Anchor Investors.

 The Company estimated the fair value of the Founder Shares attributable to the Anchor
 Investors to be $ 18,969,890 or $ 8.04 per share. The excess of the fair value of the
 Founder Shares sold over the purchase price of $ 11,725 (or $ 0.005 per share) was determined
 to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly,
 the offering cost was allocated to the separable financial instruments issued in the
 Initial Public Offering based on a relative fair value basis, compared to total proceeds
 received. Offering costs allocated to derivative warrant liabilities were expensed
 immediately in the statement of operations. Offering costs allocated to the Public
 Shares were charged to shareholders' deficit upon the completion of the Initial Public Offering.

 Due to Sponsor

 Due to Sponsor consists of advances from the
 Sponsor to pay for offering costs and formation costs on behalf of the Company and accrued costs incurred under the administrative
 support agreement of $ 134,652
 and $ 37,628
 as of December 31, 2023 and 2022, respectively, and are payable on demand.

 Administrative Support Agreement

 On October 28, 2021, the Company entered
 into an agreement to pay an affiliate of the Sponsor a total of $ 20,000
 per month for office space, administrative and support services. The Company originally would have ceased paying these monthly fees
 as of October 28, 2023 (24 months from the start of the agreement) regardless of whether a Business Combination had been
 executed or not. However, in connection with the Extension Proposal, the administrative support agreement was extended through the
 Extended Date. During each of the years ended December 31, 2023 and 2022, $ 240,000
 of administrative support expenses were incurred.

 Investment Advisory Agreement

 On October 28, 2021, the Company and the
Sponsor entered into an agreement with Sustainable Development Capital LLP (the "Advisor"), a London-based investment firm
and affiliate of the Company and Sponsor, whereby the Advisor agreed to provide administrative, consulting, and other services to affect
the Company's initial Business Combination (the "Investment Advisory Agreement"). In consideration of the services
performed: (1) the Company and Sponsor shall procure the transfer of the legal and beneficial title to at least 659,844
 Founder Shares, or at the sole election of the Sponsor, the payment of an amount equal to the cash value (as determined as of
the date of such payment) of such number of Founder Shares, to the Advisor immediately prior to the winding up and liquidation of the
Sponsor, or such other date as shall be agreed in writing between the Sponsor and Advisor; and (2) the Sponsor shall pay to the Advisor
the sum of $ 20,000 per month as an ongoing advisory fee and subject to the terms and conditions of the Investment Advisory Agreement.
The compensation expense related to the above Founder Share transfer of 659,844 shares is amortized on a straight-line basis from the
grant date of October 28, 2021 (the date at which the Investment Advisory Agreement was signed, and the date at which all parties
reached a mutual understanding of the key terms and conditions of the share-based payment) to November 2, 2023 (the original date
at which the combination period for the Company's initial Business Combination would have expired). Such Investment Advisory Agreement
is accounted for under ASC 718.

 F- 18

 For the years ended December 31, 2023 and 2022, there were $ 0 and $ 24,062 of costs recorded for web-based services provided by the
 Advisor within the statements of operations, respectively.

 Promissory Notes

 In order to finance transaction costs in connection with an intended initial Business
 Combination, the Company's sponsor or an affiliate of the Sponsor or certain of the officers and directors
 may, but are not obligated to, loan the Company funds as may be required. If the Company
 completes an initial Business Combination, it may repay such loaned amounts out of
 the proceeds of the Trust Account released to the Company. In the event that an initial
 Business Combination does not close, the Company may use a portion of the working
 capital held outside the Trust Account to repay such loaned amounts but no proceeds
 from the Company's Trust Account would be used for such repayment. Up to $ 1,500,000 of such loans may
 be convertible into warrants at a price of $ 1.00 per warrant at the option of the
 lender. The warrants would be identical to the Private Placement Warrants, including
 as to exercise price, exercisability and exercise period. The terms of such loans
 by the officers and directors, if any, have not been determined and no written agreements
 exist with respect to such loans. The Company does not expect to seek loans from parties
 other than the Company's Sponsor, its affiliates or the management team as the Company does 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 the Company's Trust Account.

 On September 8, 2023, the Company entered into a promissory note with the Sponsor ("Sponsor Loan")
 for up to $ 1,200,000. Pursuant to the Sponsor Loan, the Sponsor, in its sole and absolute
 discretion, may fund costs reasonably related to the consummation of an initial Business
 Combination in response to the Company's written request for drawdown of loan principal from time to time until the date
 on which the Company consummates an initial Business Combination. The principal balance
 of the Sponsor Loan shall be payable on the earliest to occur of (i) the date on which
 the Company consummates an initial Business Combination and (ii) the date that the
 winding up is effective. Outstanding loan amounts are convertible, at the Sponsor's option, into certain warrants at a price of $ 1.00 per warrant, with holders entitled
 to certain specified registration rights under that certain registration rights agreement
 by and among the Company, Sponsor and certain other investors in the initial public
 offering of the Company, dated as of October 28, 2021 (the "Registration Rights Agreement"). Interest does not accrue on the Sponsor
 Loan. The maturity date of the Sponsor Loan may be accelerated upon the occurrence
 of an Event of Default (as defined therein). Any outstanding principal under the Sponsor
 Loan may be prepaid at any time by the Company at its election and without penalty.
 On October 2, 2023 and December 14, 2023, the Company withdrew $ 300,000, respectively, from the Sponsor Loan, which
 has not yet been repaid as of December 31, 2023. As of December 31, 2023, the Company has $ 600,000 outstanding under the Sponsor Loan.

 On September 29, 2023, the Company entered into a promissory note with Seaside for up to $ 150,000
 (the "Seaside Loan"). Pursuant to the Seaside Loan, Seaside, in its sole and absolute
 discretion, may fund costs reasonably related to the consummation of an initial Business
 Combination in response to the Company's written request for drawdown of loan principal from time to time until the date
 on which the Company consummates an initial Business Combination. The principal balance
 of the Seaside Loan shall be payable on the earliest to occur of (i) the date on which
 the Company consummates an initial Business Combination and (ii) the date that the
 winding up is effective. Outstanding loan amounts are convertible, at Seaside's option, into certain warrants, at $ 1.00 per warrant, with holders entitled to certain
 specified registration rights under the Registration Rights Agreement. Interest does
 not accrue on the Seaside Loan. The maturity date of the Seaside Loan may be accelerated
 upon the occurrence of an Event of Default (as defined therein). Any outstanding principal
 under the Seaside Loan may be prepaid at any time by the Company at its election and
 without penalty. On October 4, 2023 and December 18, 2023, the Company withdrew $ 37,500, respectively, from the Seaside Loan, which
 has not yet been repaid as of December 31, 2023. As of December 31, 2023, the Company has $ 75,000 outstanding under the Seaside Loan.

 F- 19

 On October 10, 2023, the Company entered into a promissory note with Capricorn for up to $ 150,000
 (the "Capricorn Loan"). Pursuant to the Capricorn Loan, Capricorn, in its sole and
 absolute discretion, may fund costs reasonably related to the consummation of an initial
 Business Combination in response to the Company's written request for drawdown of loan principal from time to time until the date
 on which the Company consummates an initial Business Combination. The principal balance
 of the Capricorn Loan shall be payable on the earliest to occur of (i) the date on
 which the Company consummates an initial Business Combination and (ii) the date that
 the winding up is effective. Outstanding loan amounts are convertible, at Capricorn's option, into certain warrants, at $ 1.00 per warrant, with holders entitled to certain
 specified registration rights under the Registration Rights Agreement. Interest does
 not accrue on the Capricorn Loan. The maturity date of the Capricorn Loan may be accelerated
 upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Capricorn Loan may be prepaid at any
 time by the Company at its election and without penalty. On November 13, 2023, the Company withdrew $ 37,500, from the Capricorn Loan, which has not yet
 been repaid as of December 31, 2023. As of December 31, 2023, the Company has $ 37,500 outstanding under the Capricorn Loan.

 The fair value option was elected (see Note 2) and, as such, the fair value of the
 Promissory Notes of $ 55,500 is reflected on the balance sheet as of December 31, 2023. The fair value of the Promissory Notes upon issuance was $ 66,289.

 Funding Undertaking and Promissory Notes

 On November 2, 2023, the Company entered
into a Funding Undertaking and Promissory Note with the Sponsor in connection with deposits to be made into the Trust Account in relation
to the extension. Commencing two business days following the date of the agreement (the "Initial Funding Date") and on the
first business day of each month thereafter until the earliest to occur of (i) the date on which the Company consummates its initial business
combination (the "Maturity Date"), (ii) the date the winding up or liquidation of the Company becomes effective, and (iii)
July 2, 2024, the Sponsor will fund non-interest bearing deposits of $174,116 into the Trust Account. On the Maturity Date, the Company
will pay the Sponsor an amount equal to the aggregate amount funded. In the event that the Company winds up or liquidates prior to the
Maturity Date, the Sponsor will have no claims under this agreement and the Company has no obligation to pay the Sponsor under this agreement.
Deposits of $174,116 were made into the Trust Account on each of November 7, 2023 and December 4, 2023. As of December 31, 2023, $348,232
was outstanding under this note.

 Pursuant to the terms
of the Funding Undertaking and Promissory Note with the Sponsor, the Sponsor shall receive the right to be issued 1,650 Class A ordinary
shares of the Company upon the successful completion of a Business Combination, for each deposit that is made into the Trust Account under
the note.

 The Company determined
that redemption upon a Business Combination would create a substantial premium due to the issuance of the Class A ordinary shares to the
Sponsor. In accordance with ASC 815-15-25, the proceeds from the issuance of the Funding Undertaking and Promissory Note with
the Sponsor were allocated to the note and to the redemption of the note upon a successful Business Combination using the with-and-without
method. Under this method, the Company first allocated the proceeds from the issuance of the note to the redemption feature based on their
initial fair value measurement of $1,593 as of November 7, 2023 and $1,596 as of December 4, 2023. The measurement of the fair value of
the redemption feature was determined by applying a probability weighted adjustment for a successful Business Combination to the trading
value of the Class A ordinary shares on the date of each draw. See Note 9 for additional details on the assumptions used. The initial
discount of the Funding Undertaking and Promissory Note with the Sponsor was $3,189. As of December 31, 2023 the discount is $2,841, with
the change in fair value of $348 included in the accompanying statement of operations.

 The Company
complies with ASC Topic 835, Interest ("ASC 835"). In accordance with ASC 835-30, discounts to the
principal amounts are included in the carrying value of the notes and amortized to "Interest expense" over the remaining
term of the underlying debt to the Maturity Date. During the year ended December 31, 2023, the Company recorded a $ 3,189 debt
discount upon the draws under the note. The discount is being amortized to interest expense over the term of the debt to the date
that the Company has to complete a Business Combination of July 2, 2024. The carrying value of the promissory notes, net of discount
are $ 345,608 and $ 0 as of December 31, 2023 and 2022, respectively. For the year ended December 31, 2023, the amortization of the
discount resulted in interest expense of $ 565.

 F- 20

 On November 2, 2023, the Company entered
into a Funding Undertaking and Promissory Note with Seaside in connection with deposits to be made into the Trust Account in relation
to the extension. Commencing on the Initial Funding Date and on the first business day of each month thereafter until the earliest to
occur of (i) the Maturity Date, (ii) the date the winding up or liquidation of the Company becomes effective, and (iii) July 2, 2024,
Seaside will fund non-interest bearing deposits of $37,942 into the Trust Account. On the Maturity Date, the Company will pay Seaside
an amount equal to the aggregate amount funded. In the event that the Company winds up or liquidates prior to the Maturity Date, Seaside
will have no claims under this agreement and the Company has no obligation to pay Seaside under this agreement. Deposits of $37,942 were
made into the Trust Account on each of November 7, 2023 and December 4, 2023. A deposit of $37,924 was made into the Trust Account on
December 28, 2023. As of December 31, 2023, $113,808 was outstanding under this note.

 On November 2, 2023, the Company entered
into a Funding Undertaking and Promissory Notes with Capricorn in connection with deposits to be made into the Trust Account in relation
to the extension. Commencing on the Initial Funding Date and on the first business day of each month thereafter until the earliest to
occur of (i) the Maturity Date, (ii) the date the winding up or liquidation of the Company becomes effective, and (iii) July 2, 2024,
Capricorn will fund non-interest bearing deposits of $ 37,942 into the Trust Account. On the Maturity Date, the Company will pay Capricorn
an amount equal to the aggregate amount funded. In the event that the Company winds up or liquidates prior to the Maturity Date, Capricorn
will have no claims under this agreement and the Company has no obligation to pay Capricorn under this agreement. Deposits of $ 37,942
were made into the Trust Account on each of November 7, 2023, December 4, 2023, and December 28, 2023. As of December 31, 2023, $ 113,826
 was outstanding under this note.

 For the Funding Undertaking and Promissory Notes with Seaside and Capricorn,
the Company evaluated whether the agreements would meet the scope exception for common control under ASC 835-30, Interest – Imputation
of Interest. The Company determined that the agreements would not meet the scope exception. As such, the Company determined that a
discount should be recorded on the proceeds from the notes, The discount will be amortized over the length of the loans. The Company considered
this to be until July 2, 2024 as a Business Combination cannot be considered probable to occur until it is consummated. The Company recorded
the discount recorded on the notes as capital contributions increasing additional paid-in capital on the statement of changes in shareholders'
deficit on the date the loans were funded. As the Company would be unable to repay its debt obligations in the event that it fails to
complete an initial Business Combination, its debt obligations are highly vulnerable to nonpayment and the Company is dependent on favorable
business, financial, and economic conditions to be able to meet its financial commitments on debt obligations. As such, the Company determined
that the effective interest rate on each funding date would be calculated by using the six month and one year CCC federal reserve rates
interpolated for the term from the draw date until July 2, 2024. The interest rate on the dates of funding of November 7, 2023, December
4, 2023, and December 28, 2023 were 16.48%, 16.19%, and 14.13%, respectively. The initial discount recorded on the notes for the year
ended December 31, 2023 was $19,716. The carrying value of the promissory notes, net of discount are $210,483 and $0 as of December 31,
2023, and 2022, respectively. For the years ended December 31, 2023 and 2022, the amortization of the discount resulted in interest expense
of $2,565 and $0, respectively.

 NOTE 6. COMMITMENTS AND CONTINGENCIES

 Registration Rights

 The holders of the Founder Shares, Private Placement Warrants, Public Warrants
 that may be issued upon conversion of the working capital loans (the "Working Capital
 Loans") (and any Class A ordinary shares issuable upon the exercise of the Private
 Placement Warrants and warrants issued upon conversion of the Working Capital Loans)
 and Promissory Notes (and any Class A ordinary shares issuable upon the exercise of the Promissory Notes and warrants issued upon conversion
of the Promissory Notes) are entitled to registration rights pursuant to a registration rights agreement signed
 on the effective date of the Initial Public Offering. The holders 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 consummation of
 a Business Combination. The Company bears the expenses incurred in connection with
 the filing of any such registration statements.

 F- 21

 Underwriters Agreement

 In connection with the Initial Public Offering, the underwriters were granted a 45-day
 option from the date of the Initial Public Offering to purchase up to 2,625,000 additional Units to cover over-allotments. On November 16, 2021, the underwriters partially exercised the over-allotment option and purchased
 an additional 2,495,246 Units at an offering price of $ 10.00 per Unit, generating additional gross proceeds
 of $ 24,952,460 to the Company.

 The underwriters received a cash underwriting discount of $ 0.20 per Unit, or $ 3,999,049
 in the aggregate, which became payable at the closing of the Initial Public Offering.
 In addition, the underwriters were entitled to a deferred fee of $ 0.35 per Unit, or
 $ 6,998,336 in the aggregate. In July and October 2022, the deferred underwriting fee was waived in full by Goldman Sachs & Co. LLC Securities,
 Inc., and BofA Securities, Inc., the underwriters. Upon the Initial Public Offering,
 a portion of the entire deferred underwriting fee was allocated to Public Warrants,
 which resulted in a charge to the statement of operations. Therefore, a portion of
 this waived deferred underwriting fee was recorded as a gain in the statement of operations
 in the amount of $ 342,975 for the year ended December 31, 2022. The remaining $ 6,655,361 was recorded as a reduction to accumulated deficit
 as of December 31, 2022.

 Vendor Agreements

 Since inception, the Company has engaged a legal firm (the "Legal Advisor") to provide
 services related to the Company's Initial Public Offering, the search for a prospective initial Business Combination,
 and the structuring of a transaction. Fees incurred by the Legal Advisor have been
 recorded as accrued contingent legal costs on the balance sheets. The payment of these
 fees is contingent upon the consummation of a Business Combination. As of December 31, 2023 and 2022, the Company had accrued contingent legal costs of $ 6,449,593 and $ 2,066,035, respectively.

 On September 19, 2023, the Company entered into an agreement with a financial advisory firm (the
 "Financial Advisor") for financial advisory services such as structuring a transaction,
 assistance in negotiations, guidance on valuation in connection with a transaction,
 and other customary services in connection with a Business Combination. Pursuant to
 this agreement, the Company will pay the Financial Advisor a fee of $ 7,000,000 contingent
 upon the consummation of a Business Combination. Additionally, upon the consummation
 of a private investment in public equity ("PIPE") transaction, the Company will pay
 to the Financial Advisor a fee equal to 3.5% of (i) the gross proceeds raised or received
 by any PIPE issuer and/or its shareholders in the PIPE transaction, plus (ii) any
 amounts remaining in the Trust Account as of the closing of a Business Combination
 after giving effect to all redemptions of shares of the Company elected by the shareholders
 of the Company ((i) and (ii) together, the "Proceeds") (the "PIPE Transaction Fee").
 The PIPE Transaction Fee paid to the Financial Advisor shall not be less than 1.75%
 of the Proceeds.

 Other Agreements

 Pursuant to a share award letter dated
October 17, 2023, entered into by and between the Company and Harebell S.r.l. ("Harebell"), Harebell will be paid a
finder's fee of 25,000 Class A ordinary shares in connection with consummation of the Target Business Combination. The Company
evaluated the agreement pursuant to ASC 718. Under ASC 718, it was determined that as the share issuance is contingent upon the closing of
the Target Business Combination, there is a performance condition that is required to be met. As a Business Combination cannot be
considered probable until it occurs, the Company has determined that no expense will be recorded until the Company consummates its
initial Business Combination.

 F- 22

 NOTE 7. WARRANTS

 A warrant holder may exercise their warrants only for a whole number of Class A ordinary
 shares. This means only a whole warrant may be exercised at a given time by a warrant
 holder. No fractional warrants will be issued upon separation of the Units and only
 whole warrants will trade. Accordingly, unless the warrant holder purchases at least
 two Units, they will not be able to receive or trade a whole warrant. The warrants
 will expire five years after the completion of an initial Business Combination, at
 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

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

 The Company has agreed that as soon as practicable, but in no event later than 15
 business days after the closing of an initial Business Combination, the Company will
 use the commercially reasonable efforts to file with the SEC a registration statement
 covering the issuance of the Class A ordinary shares issuable upon exercise of the
 warrants, and the Company will use the commercially reasonable efforts to cause the
 same to become effective within 60 business days after the closing of an 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; provided that if the 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, the Company may, at the option, require holders of
 Public Warrants who exercise their warrants to do so on a "cashless basis" in accordance
 with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company
 will not be required to file or maintain in effect a registration statement.

 Redemption of warrants when the price per Class A ordinary share equals or exceeds
 $18.00. Once the Public Warrants become exercisable, the Company may redeem the outstanding
 Public Warrants (except with respect to the Private Placement Warrants):

 in whole and not in part;

 at a price of $ 0.01 per warrant;

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

 if, and only if, the closing price of the Class A ordinary
shares equals or exceeds $18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise
price of a warrant from share divisions, share capitalizations, reorganizations, recapitalizations and the like) for any twenty (20)
trading days within a 30-trading day period ending three (3) trading days before the Company sends the notice of redemption to the warrant
holders.

 The Company will not redeem the warrants for cash unless a registration statement
 under the Securities Act covering the issuance of the shares of 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, unless the warrants may be exercised on a cashless basis and such cashless
 exercise is exempt from registration under the Securities Act. If and when the warrants
 become redeemable, the Company may exercise the redemption right even if the Company
 is unable to register or qualify the underlying securities for sale under all applicable
 state securities laws.

 F- 23

 Redemption of warrants when the price per share of Class A ordinary share equals or
 exceeds $10.00. Commencing ninety days after the Public Warrants become exercisable, the Company may
 redeem the outstanding Public Warrants:

 in whole and not in part;

 at $ 0.10 per warrant upon a minimum of 30 days' prior
written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and
receive that number of shares determined by reference to the table below, based on the redemption date and the fair market value of the
Company's Class A ordinary shares except as otherwise described below;

 if, and only if, the closing price of the Company's
Class A ordinary shares equals or exceeds $ 10.00 per Public Share (as adjusted for adjustments to the number of shares issuable upon
exercise or the exercise price of a warrant from share divisions, share capitalizations, reorganizations, recapitalizations and the like)
for any 20 trading days within the 30-trading day period ending three trading days before the Company sends the notice of redemption
to the warrant holders; and

 if the closing price of the Company's Class A ordinary
shares for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company
sends the notice of redemption to the warrant holders is less than $18.00 per share (as adjusted for adjustments to the number of shares
issuable upon exercise or the exercise price of a warrant from share divisions, share capitalizations, 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.

 In addition, if (x) the Company issues additional ordinary shares or equity-linked
 securities for capital raising purposes in connection with the closing of an initial
 Business Combination at an issue price or effective issue price of less than $9.20
 per ordinary share (with such issue price or effective issue price to be determined
 in good faith by the board of directors and, in the case of any such issuance to the
 Sponsor, Anchor Investors, or their affiliates, without taking into account any Founder
 Shares held by the Sponsor, the Company's Anchor Investors 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 an initial Business Combination on the date of the completion of an initial
 Business Combination (net of redemptions), and (z) the volume weighted average trading
 price of the shares of Class A ordinary shares during the 20 trading day period starting
 on the trading day prior to the day on which the Company consummates an 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 prices described above under "Redemption of warrants when the price
 per Class A ordinary share equals or exceeds $18.00" and "Redemption of warrants when
 the price per Class A ordinary share equals or exceeds $10.00" will be adjusted (to
 the nearest cent) to be equal to 100% and 180%, respectively, of the higher of the
 Market Value and the Newly Issued Price.

 The Private Placement Warrants are identical to the warrants sold as part of the Units
 in the Initial Public Offering except that, so long as they are held by the Sponsor,
 the A Anchor Investors, or their permitted transferees: (1) they will not be redeemable
 (except as described above under "Redemption of warrants when the price per Class
 A ordinary share equals or exceeds $10.00"); (2) they (including the Class A ordinary
 shares issuable upon exercise of these warrants) may not, subject to certain limited
 exceptions, be transferred, assigned or sold by the Sponsor until 30 days after the
 completion of an initial Business Combination, as described below; (3) they may be
 exercised by the holders on a cashless basis; and (4) they (including the ordinary
 shares issuable upon exercise of these warrants) are entitled to registration rights.

 F- 24

 The Company accounts for the 18,996,197 warrants that were issued in connection with the Initial Public Offering ( 9,997,623 Public Warrants and 8,998,574 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 due to the existence
 of provisions whereby adjustments to the exercise price of the warrants is based on
 a variable that is not an input to the fair value of a "fixed-for-fixed" option and
 the existence of the potential for net cash settlement for the warrant holders (but
 not all shareholders) in the event of a tender offer.

 The accounting treatment of derivative financial instruments requires that the Company
 record the warrants as derivative liabilities at fair value upon the closing of the
 Initial Public Offering. The Public Warrants were allocated a portion of the proceeds
 from the issuance of the Units equal to 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 its current fair value, with the change in fair value
 recognized in the Company's statements of operations. The Company will reassess the classification at each balance
 sheet date. If the classification changes as a result of events during the period,
 the warrants will be reclassified as of the date of the event that causes the reclassification.

 NOTE 8. SHAREHOLDERS' DEFICIT

 Preference shares — The Company is authorized to issue 5,000,000 preference shares, $ 0.0001 par value,
 with such designations, voting and other rights and preferences as may be determined
 from time to time by the Company's board of directors. As of December 31, 2023 and 2022, there were no preference shares issued or outstanding.

 Class A ordinary shares —The Company is authorized to issue 500,000,000 Class A ordinary shares with a par
 value of $ 0.0001 per share. As of December 31, 2023 and 2022, there were 13,177,933 and 19,995,246 Class A ordinary shares issued and outstanding, including 13,177,933 and 19,995,246 Class A ordinary shares subject to possible redemption, respectively.

 Class B ordinary shares —The Company is authorized to issue 50,000,000 Class B ordinary shares with a par
 value of $ 0.0001 per share. As of December 31, 2023 and 2022, there were 4,998,811 Class B ordinary shares outstanding.

 Ordinary shareholders of record are entitled to one vote for each share held on all
 matters to be voted on by shareholders. Holders of Class A ordinary shares and holders
 of Class B ordinary shares will vote together as a single class on all matters submitted
 to a vote of the Company's shareholders except as required by law.

 The Class B ordinary shares will automatically convert into the Company's Class A ordinary shares at the time of an 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
 Company's 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 an 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 an initial Business
 Combination and any Private Placement Warrants issued to the Company's Sponsor, the A Anchor Investors, the Company's affiliates or any member of the management team upon conversion of the 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.

 F- 25

 NOTE 9. FAIR VALUE MEASUREMENTS

 The following table presents information about the Company's financial assets and liabilities that are measured at fair value on a recurring
 basis as of 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 warrant liability

 Amount at Fair Value

 Level 1

 Level 2

 Level 3

 December 31, 2023

 Liabilities

 Warrant liability – Public Warrants

 $
 299,929

 $
 299,929

 $
 -

 $
 -

 Warrant liability – Private Placement Warrants

 269,957

 -

 -

 269,957

 Convertible promissory notes –
 related party

 55,500

 -

 -

 55,500

 Derivative liability - promissory
 note - related party redemption feature

 2,841

 2,841

 -

 -

 $
 628,227

 $
 302,770

 $
 -

 $
 325,457

 December 31, 2022

 Assets

 Investments held in Trust Account:

 Money market investments

 $
 204,641,162

 $
 204,641,162

 $
 -

 $
 -

 Liabilities

 Warrant liability – Public Warrants

 1,599,620

 1,599,620

 -

 -

 Warrant liability – Private Placement Warrants

 1,439,771

 -

 -

 1,439,771

 $
 3,039,391

 $
 1,599,620

 $
 -

 $
 1,439,771

 The measurement of the Public Warrants as of December 31, 2023 is classified as Level 1 due to the use of an observable market quote in an active
 market under the ticker SEDA.WS. The quoted price of the Public Warrants was $ 0.03 and $ 0.16 per warrant as of December 31, 2023 and December 31, 2022, respectively.

 The Company utilizes a Monte Carlo simulation model to value the Private Placement
 Warrants at each reporting period, with changes in fair value recognized in the statement
 of operations. The estimated fair value of the Private Placement warrant liability
 is determined using Level 3 inputs. Inherent in a Monte Carlo simulation model are
 assumptions related to expected share-price volatility, expected life, risk-free interest
 rate and dividend yield. The Company estimates the volatility of its ordinary shares
 based on historical volatility. 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 to remain at zero.

 The Company utilizes a Black-Scholes model to
value the Promissory Notes at each reporting period, with changes in fair value recognized in the statement of operations. The estimated
fair value of the Promissory Notes is determined using Level 3 inputs. Inherent in the Black-Scholes model are assumptions related to
expected warrant volatility, expected term, risk-free interest rate, dividend yield, warrant price, and strike price. The Company estimates
the volatility of its warrants based on historical volatility. The expected term of the warrants is assumed to be equivalent to their
remaining contractual term. 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 dividend rate is based on the historical rate, which the Company
anticipates remaining at zero.

 The measurement of the Derivative liability
- promissory note – related party redemption feature as of December 31, 2023 is classified using Level 1 inputs due to the use
of an observable market quote in an active market under the ticker SEDA. The fair value of the Derivative liability promissory note
– related party redemption feature was calculated by using the quoted price of the Company's shares on the date of each
deposit made by the Sponsor into the Trust Account. On November 7, 2023 and December 7, 2023, the closing price of the
Company's shares was $ 10.73
and $ 10.76,
respectively. Management used the estimated probability of completion of a business combination to calculate the fair value of the
shares. The fair value of the Derivative liability – promissory note – related party redemption feature as of December
31, 2023 was calculated by using the quoted price of the Company's shares of $ 10.76
and estimated probability of completion of a Business Combination.

 F- 26

 The aforementioned warrant liabilities are not subject to qualified hedge accounting.

 Transfers to/from Levels 1, 2 and 3 are recognized at the end of the reporting period.

 The following table provides the significant inputs to the Monte Carlo simulation
 model for the fair value of the Private Placement Warrants:

 Schedule of fair value of the private placement warrants

 As of

2023

 As of

2022

 Stock price

 $
 10.76

 $
 10.06

 Exercise price

 $
 11.50

 $
 11.50

 Dividend yield

 -
 %

 -
 %

 Expected term (in years)

 5.50

 5.34

 Volatility

 5.9
 %

 5.0
 %

 Risk-free rate

 3.78
 %

 3.91
 %

 Fair value

 $
 0.03

 $
 0.16

 The following table provides the significant inputs to the Black-Scholes
simulation model for the fair value of the Promissory Notes:

 Schedule of fair value of the Promissory Notes

 As of

October 4,

2023

(Initial Measurement)

 As of

November 13,

2023

(Initial Measurement)

 As of

December 18,

2023

(Initial Measurement)

 As of

2023

 Warrant fair value

 $
 0.10

 $
 0.10

 $

 0.03

 $
 0.03

 Exercise price

 $
 1.00

 $
 1.00

 $

 1.00

 $
 1.00

 Dividend yield

 -
 %

 -
 %

 -

 %

 -
 %

 Expected term (in years)

 0.75

 0.64

 0.51

 0.51

 Warrant volatility

 275.7
 %

 291.4
 %

 283.1

 %

 283.1
 %

 Risk-free rate

 5.50
 %

 5.50
 %

 5.30

 %

 5.30
 %

 The following table presents the changes in the fair value of the Company's Level 3 financial instruments that are measured at fair value:

 Schedule of fair value financial instruments

 Fair value as of December 31, 2022 - Level 3 investment

 $
 1,439,771

 Change in fair value of private placement warrants

 ( 1,169,814
)

 Initial value of draw on convertible promissory note - related party on October 4, 2023

 36,600

 Initial value of draw on convertible promissory note - related party on November 13, 2023

 3,400

 Initial value of draw on convertible promissory note - related party December 18, 2023

 26,289

 Change in fair value of convertible promissory notes

 ( 10,789
)

 Fair value as of December 31, 2023 - Level 3 investments

 $
 325,457

 The Company recognized a gain of $ 2,469,505 for the year ended December 31, 2023, and a gain of $ 6,458,708 for the year ended December 31, 2022, in connection with changes in the fair value of the Public Warrants and Private
 Placement Warrants, which is recorded in the statements of operations.

 NOTE 10. SUBSEQUENT EVENTS

 The Company evaluated subsequent events and transactions that occurred after the balance
 sheet date up to the date that the financial statements were issued. Based upon this
 review, other than the below and as disclosed in Note 1, the Company did not identify
 any subsequent events that would have required adjustment or disclosure in the financial
 statements.

 Pursuant to the Funding Undertaking and Promissory Note agreements, between
January 1, 2024 and April 10, 2024, the Sponsor and the A Anchor Investors deposited $ 924,062 in aggregate into the Trust Account
in relation to the extension deposits.

 F- 27

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

 None.

 Item 9.A. Controls and Procedures.

 Disclosure controls and procedures are controls and other procedures that are designed
 to ensure that information required to be disclosed in our reports filed or submitted
 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded,
 processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
 designed to ensure that information required to be disclosed in our reports filed
 or submitted under the Exchange Act is accumulated and communicated to our management,
 including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), to allow timely
 decisions regarding required disclosure.

 Evaluation of Disclosure Controls and Procedures

 As required by Rules 13a-15
paragraphs 13(d)-15(e) and 15d-15 paragraphs 15(d)-15(e) under the Exchange Act, our management carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures under the supervision of our CEO and our CFO and concluded that
our disclosure controls and procedures are not effective due to the material weakness discussed below as of December 31, 2023.

 Management's Report on Internal Control
over Financial Reporting

 As required by SEC rules and regulations implementing Section 404 of the Sarbanes-Oxley Act (as defined in Rules 13a-15(f) and 15-15(f) under the Exchange 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 U.S. 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 U.S. 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. Under the supervision
and with the participation of management including the CEO and CFO, the Company conducted an evaluation of the effectiveness of its internal
control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the
Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on the foregoing evaluation, management concluded
that the Company's internal control over financial reporting were not effective because of the material weakness discussed below.

 The
Company has identified a material weakness in its internal control over financial reporting. A material weakness is a deficiency, or combination
of deficiencies, in a company's internal control over financial reporting such that there is a reasonable possibility that a material
misstatement of its annual or interim financial statements will not be prevented or detected on a timely basis. The Company identified
a material weakness in its internal control over financial reporting that existed due to a lack of controls over accounting for accruals,
complex financial instrument and debt agreements, and the accounting for complex features associated with equity awards and accruals,
to achieve complete, accurate and timely financial accounting, reporting and disclosures, resulting in adjustments to several accounts
and disclosures.

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

 Management's Remediation Measures

 Management
is committed to maintaining a strong internal control environment. In response to the
identified material weakness in the overall control environment, management has taken several remediation actions subsequent to
December 31, 2023, and are continuing its actions. Remediation actions to be taken during
the upcoming year are outlined below:

 1.
 Continued realignment of existing
personnel and the addition of both internal and external personnel to strengthen management's review and documentation over internal
control over financial reporting.

 2.
 Implement a more thorough second
level review process over complex accounting areas.

 3.
 Implement controls to ensure an
appropriate recording of certain expenses and payables, which includes recording in prior periods.

 The
Company will continue to review and improve its internal control over financial reporting to address the underlying causes of the material
weakness and control deficiencies. Such material weakness and control deficiencies will not be remediated until the Company's remediation
plan has been fully implemented, and it has concluded that its internal controls are operating effectively for a sufficient period of
time.

 Changes in Internal Control Over Financial Reporting

 No change in the Company's internal control over financial reporting (as defined by Rules 13a-15(f) and 15d-15(f)
under the Exchange Act) occurred during the quarter ended December 31, 2023, that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.

 Item 9.B. Other Information.

 During the quarter ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," each as defined in Item 408(a) of Regulation S-K.

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

 Not Applicable.

 PART III.

 Item 10. Directors,
 Executive Officers and Corporate Governance.

 Our current directors and executive officers are as follows:

 Name

 Age

 Title

 Jonathan Maxwell

 Co-Chief Executive Officer and Director

 Michael Feldman

 Co-Chief Executive Officer

 Ned Davis

 Chief Financial Officer and Chief Operating Officer

 Lolita Jackson, MBE

 William Kriegel

 Michael Naylor

 Ana Maria Machado Fernandes

 Karl Olsoni

 Jonathan Maxwell has
served as Chairman and Co-Chief Executive Officer of SDCL EDGE Acquisition Corporation since March 2021. Mr. Maxwell is currently the
Chief Executive Officer of SDCL, which he founded. He has over 27 years' experience in international finance, infrastructure and
private equity and has overall responsibility for SDCL's investment activities. Mr. Maxwell is chair of the Investment Committee
for SEEIT (SEIT.LN), the first listed investment company of its kind to invest exclusively in the energy efficiency sector and SDCL's
unlisted Green Energy Solutions Fund. Mr. Maxwell has advised and invested on behalf of a number of national governments as well as a
wide range of institutional investors. Prior to establishing SDCL, Mr. Maxwell was at HSBC Infrastructure and managed the initial public
offering of the HSBC Infrastructure Company Limited, the first main market, London Stock Exchange listed infrastructure investment company,
which now has market capitalisation of over $3 billion. Mr. Maxwell has a degree in Modern History from Oxford University. We believe
that Mr. Maxwell is well qualified to serve as a director and Co-CEO because of his extensive experience in capital markets, international
finance, infrastructure and private equity.

 Michael Feldman has
served as Co-Chief Executive Officer SDCL EDGE Acquisition Corporation since October 2021. Mr. Feldman has over 20 years of investing
experience in infrastructure. Mr. Feldman is currently the Chief Executive Officer of Tactical Infrastructure Partners, an infrastructure
fund manager, which he founded. Prior to this role, Mr. Feldman was a Managing Director and head of infrastructure for Sixth Street Partners
(from 2013 to 2020), where he focused on opportunistic infrastructure investments. Prior to joining Sixth Street Partners, Mr. Feldman
worked at Goldman Sachs and ultimately held the title of Managing Director. At Goldman Sachs, he was responsible for alternative energy
investing within the Americas Special Situations Group. In these roles, Mr. Feldman has served on the boards of directors of numerous
portfolio companies. His focus is on alternative/renewable and conventional energy in the form of private equity, corporate lending, project
finance, and structured investing. Mr. Feldman received a B.A. in Computer Science from Columbia University. We believe Mr. Feldman is
well qualified to serve as Co-CEO because of his extensive experience in private equity and infrastructure investing.

 Ned Davis has served
 as Chief Financial Officer and Chief Operating Officer SDCL EDGE Acquisition Corporation since March 2021. Mr. Davis
 has served as Chief Financial Officer and Chief Operating Officer of SDCL EE CO US LLC and Chief Financial Officer of New York
 Energy Efficiency Investments LLC since 2015. Mr. Davis has served as Managing Principal of Sustainable Development Capital
 LLC, a FINRA licensed Broker-Dealer since 2014. Prior to 2014, Mr. Davis served as the co-founder, Chief Investment Officer
 and Managing Principal of North River Capital LLC, a New York-based equity investment fund manager, from 2005 to 2014, and Taconic
 Capital Group Inc. a FINRA licensed research and investment banking broker-dealer from 1999 to 2010. Prior to 1999 Mr. Davis
 was a sell-side equity securities analyst and M&A investment banker for several Wall Street firms, including most recently
 Lazard Freres & Co. and Oppenheimer & Co. Mr. Davis holds licenses with FINRA as a Managing Principal, Securities
 Analyst, FIN-OP and Investment Banker. Mr. Davis received his M.B.A. from the Harvard University Business School, with distinction,
 and his B.A. from Williams College, cum laude. We believe that Mr. Davis is well qualified to serve in our management because
 of his extensive financial and business experience.

 Lolita Jackson, MBE has served on the board of directors of SDCL EDGE Acquisition Corporation since May 2021. Ms. Jackson has been appointed as the Executive Director of Sustainable
 Cities at SDCL. Until recently, she served as the Special Advisor of Climate Policy and Programs in
 the NYC Mayor's Office. Ms. Jackson was the climate diplomat for NYC, and administered activities with C40
 and other global climate and resilience networks, as well as the UN and cities around
 the world. Ms. Jackson was also part of the team responsible for OneNYC, NYC's overall resilience plan, and has held numerous positions within the NYC Mayor's Office over a 15-year period, including Director of External Affairs for the Special
 Initiative for Rebuilding and Resiliency, which produced NYC's post-Hurricane Sandy resiliency plan A Stronger, More Resilient New York, Director
 of External Affairs of the Housing Recovery Office, Director of Special Projects,
 where she was in charge of operational city agencies for the Second Avenue Subway
 and Barclays Center projects, and Manhattan Director of Community Affairs. Prior to her career in government, Ms. Jackson worked at Morgan Stanley for 12 years
 and was Vice President for Morgan Stanley Investment Management responsible for a
 $10 billion product line. Ms. Jackson is the immediate past Chairman of the Royal Society of Arts US, US Advisory
 Board Chairman of the British American Project, a Trustee Emerita of the Children's Aid Society, Vice Chair of the National Jazz Museum in Harlem, President of the Penn
 Class of 1989, and a fellow of the US-Japan Leadership Program. Ms. Jackson is a Senior Advisor of Penn Perry World House, a globally focused
 think tank, and was appointed a Member of the Order of the British Empire by Queen Elizabeth II in 2021. Ms. Jackson studied Applied Science concentrating in Chemical Engineering and is an
 alumna of the University of Pennsylvania. We believe that Ms. Jackson is well qualified to serve as a director because of her
 extensive experience in climate policy and government affairs.

 William Kriegel has
served on the board of directors of the SDCL EDGE Acquisition Corporation since May 2021. Mr. Kriegel is currently Chairman of the Board
of K Road Management, LLC with an outstanding track record of shareholder value creation over a 45-year career. Previously Mr. Kriegel
was Chairman of the Board of Sithe Energies, a company he founded. Mr. Kriegel was also a co-founder of the National Independent Energy
Producers (the "NIEP"), a Washington, D.C. based entity established to represent the independent power producing industry.
Mr. Kriegel has served in various leadership and board positions at several energy water and waste management companies, including Aqua
Alliance, Vivendi North America and Montenay International. He also serves on the Local Executive Board at the University of Montana-Western
and is a board member of The University of Montana Western Foundation. We believe that Mr. Kriegel is well qualified to serve as a director
because of his extensive board experience, as well as building businesses as chairman and chief executive.

 Ana Maria Machado Fernandes
 has served on the board of directors of the SDCL EDGE Acquisition Corporation since May 2021. Mrs. Fernandes is currently a Director
at Banco CTT, a wholly owned subsidiary of Correios de Portugal (CTT). Previously, Mrs. Fernandes was a Director at Caixa Geral de Dep sitos,
the largest Portuguese Bank (2017-2021) and a Director at BCI — Banco Comercial e de Investimentos, the largest bank in Mozambique
(2020-2023). Mrs. Fernandes also served on the executive board of directors for EDP Energias de Portugal SA (2006-2012) and was executive
CEO of EDP Renewables (2007-2012) and EDP Brasil (2012-2015). Previously she was a manager/ director at GALP Energia (Oil & Gas) (2000-2006)
and CEO of GALP Power, a subsidiary of GALP Energia for developing projects related to wind, cogeneration and one of the first CCGT's
in Portugal (2004-2006). From 1998 until 2000, Mrs. Fernandes was a business strategy and portfolio senior manager for Gas de Portugal.
Mrs. Fernandes was also a board member of several companies of Banco de Fomento e Exterior, and, after it was acquired by Banco Portugu s
de Investimento, she assumed responsibilities at the corporate finance department as leader of an investment banking team and manager
of the bank (1995-1998). From 1989 until 1994 she was a senior financial analyst and manager at Efisa — Sociedade de Investimento,
S.A., the Portuguese arm of SG Warburg, later Banco Efisa. Mrs. Fernandes was a member of the Advisory Board of the Science and Technology
Faculty of Universidade Nova de Lisboa (2018-2021) and a past Director of COTEC (2008-2011), an innovation body sponsored by the Portuguese
Presidency. Mrs. Fernandes holds a degree in economics and a post-graduate degree in international finance both from the economy faculty
at Universidade do Porto. She has an MBA from Universidade do Porto/Universidade Nova de Lisboa and a certification in Corporate Governance
from INSEAD. We believe that Mrs. Fernandes is well qualified to serve as a director because of her extensive experience in both executive
and non-executive boards of directors, her experience in the energy sector and her capital markets experience.

 Michael Naylor has
served on the board of directors of the SDCL EDGE Acquisition Corporation since May 2021. Mr. Naylor is the current Chairman of the Board
of Jupiter Green Investment Trust plc, a company listed on the Main Market of the London Stock Exchange and recognized as one of the UK's
leading sustainability investing companies. Mr. Naylor sat as Chairman of the Audit Committee from 2012 to 2015 and was appointed Chairman
of the Board in September 2015. He is a Member of New York based K Road Mobility LLC (2019) and K Road Technology LLC (2020). His Advisory
Board appointments include private equity firm XPV Water Partners LLC based in Toronto (since 2008) and Sylvera Limited based in London.
(2021). From 2013 to 2020 Mr. Naylor was Senior Advisor to the Private Equity Firm Actis where he remains a member of the Partnership
Co-Investment Vehicle of funds AE3 and AE4. From 2011 to 2019 Mr. Naylor was Chairman of the Advisory Board and shareholder of Greentech
Capital LLC (today Nomura Greentech). Mr. Naylor was appointed a board member of The Cambridge Institute of Sustainability Leadership
in 2013. The Institute is part of the University of Cambridge within the School of Technology. Mr. Naylor is a graduate of the Institute's
Management Program. We believe that Mr. Naylor is well qualified to serve as a director considering his valuable experience advising technology
driven growth business, a stellar track record of public company board governance and his broad international experience working with
leading sustainability focused companies.

 Karl Olsoni has served
on the board of directors of the SDCL EDGE Acquisition Corporation since May 2022. Mr. Olsoni has more than 35 years of international
energy sector experience. He served as an independent director of Canadian Solar (NASDAQ: CSIQ) from 2020 to 2023 where he served as a
member of the Audit Committee and Chair of the Sustainability Committee. He is currently an Operating Partner with Quinbrook Infrastructure
Partners, an infrastructure fund manager investing in clean energy infrastructure and the energy transition in the United States, the
United Kingdom and Australia. He is also a Partner with the K Road group of companies which invests in battery storage, waste transformation
and e-mobility. He previously served as Managing Director of the Clean Energy and Infrastructure team at Capital Dynamics where he and
his partners raised and invested approximately $1 billion in clean energy infrastructure projects. Mr. Olsoni was formerly Chief Financial
Officer and Senior Vice President of PPM Energy Inc. (now Iberdrola Renewables/Avangrid), a US-based energy company, and Chief Financial
Officer of Koch Materials, Inc., a unit of Koch Industries, Inc. Before that, he spent 16 years with the Southern Company where he was
part of the original management team that built the Southern Company's independent power and merchant energy business (Southern
Energy, Inc., later Mirant, Inc. and NRG Energy, Inc.) into one of the largest independent power producers in the world. Mr. Olsoni holds
a Bachelor of Arts degree in Economics from George Washington University and an MBA from the College of William and Mary. We believe that
Mr. Olsoni is well qualified to serve as a director because of his extensive experience advising boards of directors and his experience
with senior renewable energy and energy transition roles.

 Director Independence

 NYSE listing standards require that a majority of our board of directors be independent. Our board of directors has determined that Ana Maria Machado Fernandes, William Kriegel,
 Michael Naylor and Karl Olsoni are "independent directors" as defined in the NYSE
 listing standards. Our independent directors will have regularly scheduled meetings at which only independent
 directors are present.

 Number, Terms of Office and Election of Officers and Director

 Our board of directors 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 general meeting) serving a three-year term. In accordance with the NYSE corporate governance requirements,
we are not required to hold an annual general meeting until one year after our first fiscal year end following our listing on the NYSE.
The term of office of the first class of directors, consisting of Ana Maria Machado Fernandes and William Kriegel, will expire at our
first annual general meeting. The term of office of the second class of directors, consisting of Michael Naylor and Karl Olsoni, will
expire at our second annual meeting of shareholders. The term of office of the third class of directors, consisting of Jonathan Maxwell
and Lolita Jackson, MBE, 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.

 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 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.

 Committees of the Board of Directors

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

 Audit Committee

 The members of our audit committee are Michael Naylor, Ana Maria Machado Fernandes
 and Karl Olsoni. Karl Olsoni currently serves as the Chairman of the audit committee. Our board of directors has determined that each of Michael Naylor, Ana Maria Machado Fernandes and Karl Olsoni are independent under
 the NYSE listing standards and applicable SEC rules. Each member of the audit committee is financially literate and our board of directors
 has determined that Michael Naylor, Ana Maria Machado Fernandes and Karl Olsoni qualify
 as an "audit committee financial expert" as defined in applicable SEC rules. Steven J. Gilbert served as member and Chairman of the audit committee until his resignation
 from the board of directors on March 9, 2022. Following Mr. Gilbert's resignation, Michael Naylor was appointed interim Chairman of the audit committee. On March 30, 2022, Karl Olsoni was appointed Chairman of the audit committee. William Kriegel served as a member of the audit committee until his resignation from
 the audit committee on November 16, 2023. Mr. Kriegel remains a director on the Company board of directors. Mr. Kriegel's decision to leave the audit committee was not the result of any dispute or disagreement between the Company and Mr. Kriegel and/or the audit committee and Mr. Kriegel on any matter relating to the Company's operations, policies or practices, including its controls of financial-related matters.

 We have adopted an audit committee charter, which details the purpose and principal
 functions of the audit committee. The audit committee is responsible for:

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

 monitoring the independence of the independent registered public accounting firm;

 verifying the rotation of the lead (or coordinating) audit 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 auditor regarding financial reporting) for the purpose of preparing
 or issuing an audit report or related work;

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

 monitoring compliance on a quarterly basis with the terms of the 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 Committee

 The members of our
 nominating committee are William Kriegel, Michael Naylor, Ana Maria Machado Fernandes and Karl Olsoni and Michael Naylor serves as
 chairman of the nominating committee. Under the NYSE listing standards, we are required to have a nominating committee composed
 entirely of independent directors. Our board of directors has determined that each of William Kriegel, Michael Naylor, Ana Maria
 Machado Fernandes and Karl Olsoni are independent. Steven J. Gilbert served as member of the nominating committee until his
 resignation from the board of directors on March 9, 2022. Following Mr. Gilbert's resignation, Karl Olsoni was appointed
 member of the SEDA Board and the Nominating Committee on May 30, 2022.

 We have adopted a nominating committee charter, which details the purpose and principal
 functions of the nominating committee. The nominating committee is responsible for overseeing the selection of persons to
 be nominated to serve on our board of directors. The nominating committee considers persons identified by its members, management,
 shareholders, investment bankers and others.

 Guidelines for Selecting Director Nominees

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

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

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

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

 The nominating committee considers 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 requires certain skills or attributes, such as financial
 or accounting experience, to meet specific board needs that arise from time to time
 and considers the overall experience and makeup of its members to obtain a broad and
 diverse mix of board members. The nominating committee does not distinguish among nominees recommended by shareholders
 and other persons.

 Compensation Committee

 The members of our compensation committee are William Kriegel, Michael Naylor, Ana
 Maria Machado Fernandes and Karl Olsoni and Michael Naylor serves as chairman of the
 compensation committee.

 Our compensation committee is composed entirely of independent directors. Our board of directors has determined that each of William Kriegel, Michael Naylor,
 Ana Maria Machado Fernandes and Karl Olsoni are independent. We adopted a compensation committee charter, which details the principal functions
 of the compensation committee, including:

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

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

 reviewing our executive compensation policies and plans;

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

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

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

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

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

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

 Compensation Committee Interlocks and Insider Participation

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

 Code of Ethics

 We have adopted a Code of Ethics applicable to our directors, officers and employees. A copy of the Code of Ethics will be provided without charge upon request from us. A copy of the Code of Ethics is also available on our website. We intend to disclose any amendments to or waivers of certain provisions of our Code
 of Ethics in a Current Report on Form 8-K.

 Conflicts of Interest

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

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

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

 directors should not improperly fetter the exercise of future discretion;

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

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

 duty to exercise independent judgment.

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

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

 Our management team, in their capacities as directors, officers or employees of SDCL,
 SDCL Funds, our Sponsor or their affiliates, or in their other endeavors, may be required
 to present potential Business Combinations to the related entities described above,
 current or future entities affiliated with or managed by our Sponsor, or third parties,
 before they present such opportunities to us, subject to his or her fiduciary duties
 under Cayman Islands law and any other applicable fiduciary duties. Investment ideas generated within SDCL may be suitable for both us and for current
 of future SDCL Funds and may be directed to such SDCL Funds rather than us. In particular, SDCL or its affiliates, as well as SDCL Funds, may sponsor, invest
 in, or otherwise become involved with, other blank check companies similar to ours
 (including with respect to the target sector and geographic areas of focus) during
 the period in which we are seeking an initial Business Combination, and members of
 our management team may participate in, and have contractual and fiduciary duties
 towards, such other blank check companies. Any such companies may present additional conflicts of interest in pursuing an acquisition
 target, particularly in the event there is overlap among the management teams.

 SDCL as well as certain of our officers and directors presently have, and any of them
 in the future may have additional, fiduciary and contractual duties to SDCL, SDCL
 Funds, our Sponsor, their affiliates, or to certain other entities in which they or
 such entities have invested or which they or other such entities have advised, including
 companies in industries we may target for our initial Business Combination. These entities may compete with us for acquisition opportunities. As a result, if SDCL or any of our officers or directors becomes aware of a Business
 Combination opportunity that is suitable for an entity to which he or she has then-current
 fiduciary or contractual obligations, then, subject to their fiduciary duties under
 Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations
 to present such Business Combination opportunity to such entity, before we can pursue
 such opportunity. If these other entities decide to pursue any such opportunity, we may be precluded
 from pursuing the same. See "Risk Factors – 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."

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

 Notwithstanding the foregoing, we may, at our option, pursue an "Affiliated Joint
 Acquisition" with any such fund or investment vehicle. Such entity may co-invest with us in the target business at the time of our initial
 Business Combination, or we could raise additional proceeds to complete the acquisition
 by making a specified future issuance to any such fund or vehicle.

 Below is a table summarizing
the entities to which our executive officers and directors currently have fiduciary duties, contractual obligations or other material
management relationships:

 Individual

 Entity

 Entity's Business

 Affiliation

 Jonathan Maxwell

 SDCL (Sustainable Development Capital LLP) (1)

 Investment Company

 Chief Executive Officer

 William Kriegel

 K Road Management LLC

 Energy Related Investment and Management Company

 Local board University of Montana-Western

 University

 University of Montana-Western Foundation

 University Foundation

 Michael Naylor

 Jupiter Green Investment Trust plc

 Sustainability investing companies

 Sun New Energy Holdings Limited

 Energy Related Holding Company

 K Road Mobility LLC

 Energy Related Investment and Management Company

 K Road Technology LLC

 Energy Related Investment and Management Company

 Hobbs & Towne LLC

 Executive Search Firm

 Operating Partner

 The Cambridge Institute of Sustainability Leadership

 Educational Facility

 Lolita Jackson, MBE

 SDCL (Sustainable Development Capital LLP)

 Investment Company

 Employee, Executive Director of Sustainable Cities

 Ana Maria Machado Fernandes

 Banco CTT

 Portuguese Bank

 Caixa Geral de Dep sitos

 Portuguese Bank

 BCI – Banco Comercial
 e de Investimentos (Mz)

 Bank

 Ned Davis

 SDCL EE CO US LLC

 Manager of infrastructure renewable energy and energy efficiency investments

 Chief Financial Officer

 New York Energy Efficiency Investments LLC

 Private equity fund

 Chief Financial Officer

 Sustainable Development Capital LLC

 FINRA and SEC registered and licensed Broker-Dealer

 Managing Principal

 Michael Feldman

 Tactical Infrastructure Partners GP, LLC

 Alternative Investment Management

 Chief Executive Officer

 Tactical Infrastructure Partners, LP

 Alternative Investment Management

 Limited Partner

 Karl Olsoni

 Quinbrook Infrastructure Partners

 Energy related fund management company focused on renewable energy and the energy
 transition

 Operating Partner

 K Road Mobility LLC

 Energy Related Investment and Management Company

 (1)
 Includes certain of its funds and other affiliates including
portfolio companies.

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

 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 Sponsor subscribed for Founder Shares prior to the Initial Public Offering and
 purchased Private Placement Warrants in a transaction that closed simultaneously with
 Initial Public Offering.

 Our Sponsor, the A Anchor Investors and each member of our board and management team
 have entered into an agreement with us, pursuant to which they have agreed to (i)
 waive their redemption rights with respect to any Founder Shares and Public Shares
 held by them in connection with the completion of our initial Business Combination
 including, without limitation, any such rights available in the context of a shareholder
 vote to approve such Business Combination, or 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 the Combination Period or (B) with respect to any other provision relating to the rights of the holders of
 our Class A ordinary shares and (ii) waive their rights to liquidating distributions
 from the Trust Account with respect to any Founder Shares they hold if we fail to
 consummate an initial Business Combination within the Combination Period (although our Sponsor, the Anchor Investors and each member of our management team,
 will be entitled to liquidation rights with respect to any Public Shares held by them
 if we fail to consummate a Business Combination within the prescribed time frame). If we do not complete our initial Business Combination within the prescribed time
 frame, the Private Placement Warrants will expire worthless. Except as described herein, our Sponsor, our Anchor Investors and our directors and
 executive officers have agreed not to transfer, assign or sell any of their Founder
 Shares until the earliest of (A) one year after the completion of our initial Business
 Combination and (B) subsequent to our initial Business Combination, the earlier to
 occur of (x) the first date on which the closing price of our Class A ordinary shares
 equals or exceeds $12.00 per share (as adjusted for share subdivisions, share capitalizations,
 reorganizations, recapitalizations and the like) for any twenty (20) trading days
 within any 30-trading day period commencing at least 150 days after our initial Business
 Combination, or (y) the date on which we complete a liquidation, merger, share exchange
 or other similar transaction that results in all of our public shareholders having
 the right to exchange their ordinary shares for cash, securities or other property. Except as described herein, the Private Placement Warrants will not be transferable
 until thirty (30) days following the completion of our initial Business Combination. Because each of our executive officers and directors will own ordinary shares or warrants
 directly or indirectly, they may have a conflict of interest in determining whether
 a particular target business is an appropriate business with which to effectuate our
 initial Business Combination.

 Our officers and directors may have a conflict of interest with respect to evaluating
 a particular Business Combination if the retention or resignation of any such officers
 and directors is included by a target business as a condition to any agreement with
 respect to our initial Business Combination. In addition, our Advisor, 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. Any such companies may present additional conflicts of interest in pursuing an acquisition
 target, particularly in the event there is overlap among investment mandates.

 We are not prohibited from pursuing an initial Business Combination with a company
 that is affiliated with SDCL, SDCL Funds, our Sponsor, officers or directors. In the event we seek to complete our initial Business Combination with a company that
 is affiliated with our Advisor as defined below, 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 that is a member of FINRA or an independent
 accounting firm 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.

 Furthermore, in no event will
the Sponsor or any of our existing officers or directors, or their respective affiliates, be paid by us any finder's fee, consulting
fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination,
other than the following payments, none of which were made from the proceeds of the Initial Public Offering and the sale of the SEDA Private
Warrants held in the Trust Account prior to the completion of our initial business combination: repayment of up to an aggregate of $300,000
in loans made to us by the Sponsor to cover offering-related and organizational expenses; reimbursement for office space, secretarial
and administrative services provided to us by an affiliate of the Sponsor, in the amount of $20,000 per month; procurement by us and the
Sponsor to transfer from the Sponsor of the legal and beneficial title to at least 664,125 Class B ordinary shares or, at the sole election
of the Sponsor, the payment of an amount equal to the cash value (as determined as of the date of such payment) of such number of Class
B ordinary shares; reimbursement for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial
business combination; and repayment of loans which may be made by the Sponsor or an affiliate of the Sponsor or certain of our officers
and directors to finance transaction costs in connection with an intended 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 $1.00 per warrant at the option of the lender.
Pursuant to a share letter dated October 17, 2023, entered into by and between SEDA and Harebell S.r.l. ("Harebell"), an Italian
limited liability company with registered office in Milan, whose majority shareholder and sole director is Mr. Nicol Dubini, Harebell
will be paid a finder's fee of 25,000 SEDA Class A Shares in connection with consummation of the Business Combination.

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

 If we seek shareholder approval, we will complete our initial Business Combination
 only if we obtain the approval of an ordinary resolution under Cayman Islands law,
 which requires the affirmative vote of a majority of the shareholders who attend and
 vote at a general meeting of the Company. In such case, our Sponsor, the Anchor Investors and each member of our management
 team have agreed to vote their Founder Shares and Public Shares in favor of our initial

 Item 11. Executive Compensation.

 None of our executive officers or directors have received any cash compensation for
 services rendered to us. Commencing October 29, 2021, the date that our securities were first listed on the NYSE, through the earlier
 of consummation of our initial Business Combination and our liquidation, we will reimburse
 an affiliate of our Sponsor for office space, secretarial and administrative services
 provided to us in the amount of $20,000 per month. On October 28, 2021 we entered into an agreement with our Sponsor and SDCL to appoint Sustainable
 Developmental Capital LLP as an advisor ("Advisor") to provide administrative, consulting
 and other services to us and our Sponsor as may be required by us or our Sponsor to
 properly conduct their businesses. The services provided by SDCL shall not grant SDCL any authorization to take any investment
 or other decisions with respect to our Sponsor and us. In consideration for such services rendered by SDCL, (i) we and our Sponsor shall
 procure the transfer from our Sponsor of the legal and beneficial title to at least
 659,844 Class B ordinary shares or, at the sole election of our Sponsor, the payment
 of an amount equal to the cash value (as determined as of the date of such payment)
 of such number of Class B ordinary shares, and (ii) our Sponsor shall pay to our Advisor
 the sum of $20,000 per month as an ongoing advisory fee. SDCL shall also be entitled to reimbursement by us of certain costs and expenses incurred
 in connection with such services. In addition, our Sponsor, 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 our 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 expect
 to have any additional controls in place governing our reimbursement payments to our
 directors and executive officers for their out-of-pocket expenses incurred in connection
 with our activities on our behalf in connection with identifying and consummating
 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 us to our Sponsor, executive officers and directors,
 or their respective affiliates, prior to completion of our initial Business Combination.

 After the completion of our initial Business Combination, directors or members of
 our management team who remain with us may be paid consulting or management fees from
 the combined company. All of these fees will be fully disclosed to shareholders, to the extent then known,
 in the proxy solicitation materials or tender offer materials furnished to our shareholders
 in connection with a proposed 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 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 Shareholder
 Matters.

 The following table sets
 forth information available to us at March 18, 2024 regarding the beneficial ownership of our ordinary shares:

 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.

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

 Name and Address of Beneficial Owner (1)

 Number of
 Shares
 Beneficially
 Owned (2)

 Approximate
 Percentage of
 Outstanding
 Ordinary
 Shares

 Directors, Executive Officers

 Jonathan Maxwell (3)

 2,639,375

 13.2
 %

 Ned Davis (4)

 *

 *

 Michael Feldman (4)

 *

 *

 Lolita Jackson (4)

 *

 *

 Ana Maria Machado Fernandes (4)

 *

 *

 William Kriegel (4)

 *

 *

 Michael Naylor (4)

 *

 *

 Karl Olsoni (4)

 *

 *

 All officers and directors as a group (eight individuals)

 2,639,375

 13.2
 %

 Five Percent Holders

 SDCL EDGE Sponsor LLC (our Sponsor) (4)

 2,639,375

 13.2
 %

 Seaside Holdings (Nominee) Limited (5)

 2,000,000

 10.0
 %

 Sustainable Investors Fund, LP (6)

 2,000,000

 10.0
 %

 Sandia Investment Management L.P. (7)

 1,398,999

 10.6
 %

 Polar Asset Management Partners Inc. (8)

 1,310,000

 9.9
 %

 First Trust Merger Arbitrage Fund (9)

 1,229,756

 9.3
 %

 First Trust Capital Management L.P. (9)

 1,310,574

 9.9
 %

 The Quarry LP (10)

 987,749

 7.5
 %

 *
 Less than one percent.

 (1)
 Unless otherwise noted, the business address of each of our
shareholders is 60 East 42 nd Street, Suite 1100, New York, NY 10165.

 (2)
 Unless otherwise noted, 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 the
consummation of our initial business combination on a one-for-one basis, subject to adjustment.

 (3)
 Does not include any shares indirectly owned by this individual
as a result of his/her membership interest in SDCL EDGE Sponsor LLC (our Sponsor).

 (4)
 SDCL EDGE Sponsor LLC is the record holder of the shares reported
herein. SDCL EDGE Sponsor Participation LLP is the managing member of SDCL EDGE Sponsor LLC. Jonathan Maxwell, our Co-Chief Executive
Officer, may be deemed to beneficially own shares held by our Sponsor by virtue of his ownership of voting securities in SDCL EDGE Sponsor
Participation LLP.

 (5)
 According to a Schedule 13G/A
filed with the SEC on February 14, 2022, Guy Hands has sole voting and dispositive power over the SEDA Class A Shares reported herein.
The business address of this reporting person is PO Box 82, Floor 2, Trafalgar Court, les Banques, Guernsey, GY1 4LY.

 (6)
 According to a Schedule 13G filed
with the SEC on November 12, 2021, Sustainable Investors fund, LP and SIF Partners, LLC share voting and dispositive power over the SEDA
Class A Shares reported herein. The business address of these reporting persons is 250 University Ave, Suite 300, Palo Alto, CA, 94301.

 (7)
 According to a Schedule 13G filed
with the SEC on February 14, 2024, Sandia Investment Management L.P. and Timothy J. Sichler share voting and dispositive power over the
SEDA Class A Shares reported herein. The business address of these reporting persons is 201 Washington Street, Boston, MA 02108.

 (8)
 According to a Schedule 13G filed
with the SEC on February 12, 2024, Polar Asset Management Partners Inc. has sole voting and dispositive power over the SEDA Class A Shares
reported herein. The business address of this reporting person is 16 York Street, Suite 2900, Toronto, ON, Canada M5J 0E6.

 (9)
 According to a Schedule 13G filed
with the SEC on February 14, 2024, First Trust Merger Arbitrage Fund has sole voting and dispositive power over the SEDA Class A Shares
reported herein, and First Trust Capital Management L.P., First Trust Capital Solutions L.P., and FTCS Sub GP LLC share voting and dispositive
power over the SEDA Class A Shares reported herein. The principal business address of First Trust Merger Arbitrage Fund is 235 West Galena
Street, Milwaukee, WI 53212, and the principal business address of First Trust Capital Management L.P., First Trust Capital Solutions
L.P., and FTCS Sub GP LLC is 225 W. Wacker Drive, 21st Floor, Chicago, IL 60606.

 (10)
 According to Schedule 13G filed
with the SEC on February 16, 2024, The Quarry LP has shared voting and dispositive power over the SEDA Class A Shares reported herein.
The business address of this reporting person is 331 Park Avenue South, 3rd Floor, New York, NY 10010.

 (11)
 Unless otherwise noted, the business
address of each of PubCo's directors and officers is Klosterstrasse 29, 49074, Osnabr ck, Germany.

 Our initial shareholders beneficially own 20% of our outstanding ordinary shares and
 will have the right to elect all of our directors prior to our initial Business Combination
 as a result of holding all of the Founder Shares. Holders of our Public Shares will not have the right to appoint any directors to our
 board of directors prior to our initial Business Combination. In addition, because of their ownership block, our initial shareholders may be able
 to effectively influence the outcome of all other matters requiring approval by our
 shareholders, including amendments to our amended and restated memorandum and articles
 of association and approval of significant corporate transactions.

 Our Sponsor and the A Anchor Investors have agreed (a) to vote any Founder Shares
 and Public Shares held by them in favor of any proposed Business Combination and (b)
 not to redeem any Founder Shares or Public Shares held by them in connection with
 a shareholder vote to approve a proposed initial Business Combination. The B Anchor Investors have agreed to vote their Founder Shares in favor of our initial

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

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

 Founder Shares

 On February 23, 2021, our Sponsor was issued 7,187,500 Class B ordinary shares (the "Founder Shares")
 for an aggregate of $25,000 paid to cover certain expenses on behalf of the Company. On July 14, 2021, we repurchased 2,156,250 Founder Shares from our Sponsor for an aggregate
 consideration of $0.001, resulting in an aggregate of 5,031,250 Founder Shares outstanding. The Founder Shares included an aggregate of up to 656,250 Class B ordinary shares
 subject to repurchase by our Sponsor to the extent that the underwriters' over-allotment option is not exercised in full or in part, so that the holders of
 the Founder Shares will own, on an as-converted basis, 20% of our issued and outstanding
 shares after the Initial Public Offering. Following the partial exercise of the underwriters' over-allotment option on November 16, 2021, 32,439 Founder Shares were repurchased and cancelled by us. No other Founder Shares remain subject to forfeiture.

 Our Sponsor has agreed that, subject to certain limited exceptions, the Founder Shares
 will not be transferred, assigned, or sold until the earlier of (i) one year after
 the completion of a Business Combination or (ii) subsequent to an initial Business
 Combination, (x) if the closing price of Class A ordinary shares equals or exceeds
 $12.00 per share (as adjusted for share subdivisions, share capitalizations, reorganizations,
 recapitalizations and the like) for any 20 trading days within any 30-trading day
 period commencing at least 150 days after an initial Business Combination, or (y)
 the date on which we complete a liquidation, merger, share exchange or other similar
 transaction that results in all of the public shareholders having the right to exchange
 their ordinary shares for cash, securities or other property.

 The A Anchor Investors purchased a total of 4,000,000 Units in the Initial Public
 Offering at the offering price of $10.00 per Unit. In addition to the A Anchor Investors, two qualified institutional buyers or accredited
 investors not affiliated with us, our Sponsor, our directors or any member of management
 (the "3.6% B Anchor Investors"), purchased 1,575,000 Units each in the Initial Public
 Offering at the offering price of $10.00 per Unit, three qualified institutional buyers
 or accredited investors not affiliated with us, our Sponsor, our directors or any
 member of management (the "4.0% B Anchor Investors"), purchased 1,749,999 Units each
 in the Initial Public Offering at the offering price of $10.00 per Unit, and two qualified
 institutional buyers or accredited investors not affiliated with the us, our Sponsor,
 our directors or any member of management (the "Additional 4.0% B Anchor Investors"
 and, together with the 3.6% B Anchor Investors and the 4.0% B Anchor Investors, the
 "B Anchor Investors"), purchased 1,732,500 Units each in the Initial Public Offering
 at the offering price of $10.00 per Unit, or an aggregate of 15,864,997 Units for
 all anchor investors (the "Anchor Investors" which includes the A Anchor Investors
 and the B Anchor Investors).

 As the Anchor Investors purchased Units during the Initial Public Offering, should
 they vote the shares included therein in favor of the initial Business Combination,
 no votes from other public shareholders would be required to approve the initial Business
 Combination. The Anchor Investors may have different interests with respect to a vote on an initial
 Business Combination than other public shareholders due to their ownership interests
 in the Company.

 Pursuant to such Units, the Anchor Investors have not been granted any shareholder
 or other rights in addition to those afforded to our other public shareholders. Further, the Anchor Investors are not required to (i) hold any Units, Class A ordinary
 shares or warrants they purchased in the Initial Public Offering or thereafter for
 any amount of time, (ii) vote any Class A ordinary shares they may own at the applicable
 time in favor of the Business Combination or (iii) refrain from exercising their right
 to redeem their Public Shares at the time of the Business Combination. The Anchor Investors have the same rights to the funds held in the Trust Account with
 respect to the Class A ordinary shares underlying the Units they purchased in the
 Initial Public Offering as the rights afforded to our other public shareholders.

 Each Anchor Investor has entered into separate investment agreements with us and our
 Sponsor. The A Anchor Investors purchased 503,125 Founder Shares each, or an aggregate of 1,006,250
 Founder Shares, from our Sponsor for a purchase price of $2,500 each, or an aggregate
 of $5,000, at the closing of the Initial Public Offering. The 3.6% B Anchor Investors purchased 181,125 Founder Shares each, or an aggregate
 of 362,250 Founder Shares, from our Sponsor for a purchase price of $900 each, or
 an aggregate of $1,800, at the closing of the Initial Public Offering. The 4.0% B Anchor Investors purchased 201,250 Founder Shares each, or an aggregate
 of 603,750 Founder Shares, from our Sponsor for a purchase price of $1,000 each, or
 an aggregate of $3,000, at the closing of the Initial Public Offering. The Additional 4.0% B Anchor Investors purchased 201,250 Founder Shares each, or an
 aggregate of 402,500 Founder Shares from our Sponsor for a purchase price of $1,000
 each, or an aggregate of $2,000, at the closing of the Initial Public Offering (or
 an aggregate of 2,374,750 Founder Shares for all Anchor Investors for a total combined
 purchase price of $11,800). Pursuant to the investment agreements, the Anchor Investors have agreed to (a) vote
 any Founder Shares held by them in favor of the Business Combination and (b) subject
 any Founder Shares held by them to the same lock-up restrictions as the Founder Shares
 held by our Sponsor and independent directors.

 Due to the partial exercise of the over-allotment option by the underwriters on November 16, 2021, we repurchased and cancelled 32,439 Founder Shares, which included 3,244
 Founder Shares from each A Anchor Investor (or an aggregate of 6,488 Founder Shares),
 1,168 Founder Shares from each 3.6% B Anchor Investor (or an aggregate of 2,336 Founder
 Shares), 1,298 Founder Shares from each 4.0% B Anchor Investor, (or an aggregate of
 3,894 Founder Shares), 1,298 Founder Shares from each Additional 4.0% B Anchor Investor,
 (or an aggregate of 2,596 Founder Shares), and 17,125 Founder Shares from our Sponsor.

 We estimated the fair value of the Founder Shares attributable to the Anchor Investors
 to be $18,969,890 or $8.04 per share. The excess of the fair value of the Founder Shares sold over the purchase price of
 $11,725 (or $0.005 per share) was determined to be an offering cost in accordance
 with Staff Accounting Bulletin Topic 5A. Accordingly, the offering cost was allocated
 to the separable financial instruments issued in the Initial Public Offering based
 on a relative fair value basis, compared to total proceeds received. Offering costs allocated to derivative warrant liabilities were expensed immediately
 in the statement of operations. Offering costs allocated to the Public Shares were charged to shareholders' deficit upon the completion of the Initial Public Offering.

 Private Placement Warrants

 Simultaneously with the closing of the Initial Public Offering, our Sponsor and A
 Anchor Investors purchased an aggregate of 8,250,000 warrants at a price of $1.00
 per Private Placement Warrant ($8,250,000 in the aggregate). Simultaneously with the closing of the exercise of the over-allotment option, we consummated
 the sale of 748,574 Over-Allotment Warrants at a purchase price of $1.00 per warrant
 in a Private Placement to our Sponsor and A Anchor Investors, generating gross proceeds
 of $748,574, for an aggregate total of $8,998,574 in gross proceeds from the sale
 of the Private Warrants and Over-Allotment Warrants. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share
 at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added
 to the net proceeds from the Initial Public Offering held in the Trust Account. If we do not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund
 the redemption of the Public Shares (subject to the requirements of applicable law)
 and the Private Placement Warrants will expire worthless.

 Related Party Loans

 In order to finance transaction costs in connection with an intended initial Business
 Combination, our Sponsor or an affiliate of our Sponsor or certain of the officers
 and directors may loan us funds as may be required (the "Working Capital Loans"). If we complete an initial Business Combination, we may repay such loaned amounts out
 of the proceeds of the Trust Account released to us. In the event that the initial Business Combination does not close, we may use a portion
 of the working capital held outside the Trust Account to repay such loaned amounts
 but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of the Working Capital Loans may be convertible into warrants at
 a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants, including as to
 exercise price, exercisability and exercise period. The terms of such Working Capital Loans by the officers and directors, if any, have
 not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our Sponsor, its affiliates
 or the 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.

 Promissory Notes

 On September 8, 2023, we entered
into a promissory note with our Sponsor ("Sponsor Loan") for up to one million two hundred thousand dollars ($1,200,000).
Pursuant to the Sponsor Loan, the Sponsor, in its sole and absolute discretion, may fund costs reasonably related to our consummation
of an initial Business Combination in response to our written request for drawdown of loan principal from time to time until the date
on which we consummate an initial Business Combination. The principal balance of the Sponsor Loan shall be payable on the earliest to
occur of (i) the date on which we consummate our initial Business Combination and (ii) the date that our winding up is effective. Outstanding
loan amounts are convertible, at the Sponsor's option, into certain warrants with holders entitled to certain specified registration
rights under that certain registration rights agreement by and among the Company, Sponsor and certain other investors in the initial public
offering of the Company, dated as of October 28, 2021 (the "Registration Rights Agreement"). The maturity date of the Sponsor
Loan may be accelerated upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Sponsor Loan
may be prepaid at any time by the Company at its election and without penalty. The Company received proceeds of $600,000 from the Sponsor
Loan.

 On September 29, 2023, we
entered into a promissory note with Seaside Holdings (Nominee) Limited ("Seaside") for up to one hundred fifty thousand dollars
($150,000) (the "Seaside Loan"). Pursuant to the Seaside Loan, Seaside, in its sole and absolute discretion, may fund costs
reasonably related to our consummation of an initial Business Combination in response to our written request for drawdown of loan principal
from time to time until the date on which we consummate an initial Business Combination. The principal balance of the Seaside Loan shall
be payable on the earliest to occur of (i) the date on which we consummate our initial Business Combination and (ii) the date that our
winding up is effective. Outstanding loan amounts are convertible, at Seaside's option, into certain warrants with holders entitled
to certain specified registration rights under the Registration Rights Agreement. The maturity date of the Seaside Loan may be accelerated
upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Seaside Loan may be prepaid at any
time by the Company at its election and without penalty. The Company received proceeds of $75,000 from the Seaside Loan.

 On October 10, 2023, we entered
into a promissory note with Sustainable Investors Fund, LP ("Capricorn") for up to one hundred fifty thousand dollars ($150,000)
(the "Capricorn Loan"). Pursuant to the Capricorn Loan, Capricorn, in its sole and absolute discretion, may fund costs reasonably
related to our consummation of an initial Business Combination in response to our written request for drawdown of loan principal from
time to time until the date on which we consummate an initial Business Combination. The principal balance of the Capricorn Loan shall
be payable on the earliest to occur of (i) the date on which we consummate our initial Business Combination and (ii) the date that our
winding up is effective. Outstanding loan amounts are convertible, at Capricorn's option, into certain warrants with holders entitled
to certain specified registration rights under the Registration Rights Agreement. The maturity date of the Capricorn Loan may be accelerated
upon the occurrence of an Event of Default (as defined therein). Any outstanding principal under the Capricorn Loan may be prepaid at
any time by the Company at its election and without penalty. The Company received proceeds of $37,500 from the Capricorn Loan.

 Administrative Support Agreement

 On October 28, 2021, we
 entered into an agreement to pay our Sponsor a total of $20,000 per month for office space, administrative and support services.
 Upon completion of an initial Business Combination or liquidation, we will cease paying these monthly fees. For the years ended
 December 31, 2023 and 2022, $240,000 of administrative support expenses were incurred related to the agreement.

 Due to Sponsor

 Due to Sponsor consists of advances from the Sponsor to pay for offering costs and
 formation costs on behalf of the Company and are payable on demand.

 Funding Agreements

 On November 2, 2023, the Company entered into
a Funding Undertaking and Promissory Note with the Sponsor in connection with deposits to be made into the Trust Account in relation to
the extension. Commencing two business days following the date of the agreement (the "Initial Funding Date") and on the first
business day of each month thereafter until the earliest to occur of (i) the date on which the Company consummates its initial business
combination (the "Maturity Date"), (ii) the date the winding up or liquidation of the Company becomes effective, and (iii) July 2,
2024, the Sponsor will fund non-interest bearing deposits of $174,116 into the Trust Account.

 On November 2, 2023, the Company entered into
a Funding Undertaking and Promissory Note with Seaside in connection with deposits to be made into the Trust Account in relation to the
Extension. Commencing on the Initial Funding Date and on the first business day of each month thereafter until the earliest to occur of
(i) the maturity date, (ii) the date the winding up or liquidation of the Company becomes effective, and (iii) July 2, 2024, Seaside
will fund non-interest bearing deposits of $37,942 into the Trust Account.

 On November 2, 2023, the Company entered into
a Funding Undertaking and Promissory Notes with Capricorn in connection with deposits to be made into the Trust Account in relation to
the Extension. Commencing on the Initial Funding Date and on the first business day of each month thereafter until the earliest to occur
of (i) the maturity date, (ii) the date the winding up or liquidation of the Company becomes effective, and (iii) July 2, 2024, Capricorn
will fund non-interest bearing deposits of $37,942 into the Trust Account.

 Investment Advisory Agreement

 On October 28, 2021, the Company and the Sponsor entered into agreement with Sustainable Development
 Capital LLP (the "Advisor"), a London-based investment firm and affiliate of the Company
 and Sponsor, whereby the Advisor agreed to provide administrative, consulting, and
 other services to affect the Company's initial Business Combination. In consideration of the services performed: (1) the Company and Sponsor shall procure
 the transfer of the legal and beneficial title to at least 659,844 Founder Shares,
 or at the sole election of the Sponsor, the payment of an amount equal to the cash
 value (as determined as of the date of such payment) of such number of Founder Shares,
 to the Advisor immediately prior to the winding up and liquidation of the Sponsor,
 or such other date as shall be agreed in writing between the Sponsor and Advisor;
 and (2) the Sponsor shall pay to the Advisor the sum of $20,000 per month as an ongoing
 advisory fee subject to the terms and conditions of the Investment Advisory Agreement. Such Advisory Agreement has been accounted for under ASC 718, Compensation – Stock Compensation.

 Item 14. Principal Accounting Fees and Services.

 Fees for professional services
provided by our independent registered public accounting firm for the years ended December 31, 2023 and 2022 include:

 For the
Year ended
2023

 For the
Year ended
2022

 Audit Fees (1)

 $
 97,850

 $
 157,766

 Audit-Related Fees (2)

 $
 -

 $
 -

 Tax Fees (3)

 $
 -

 $
 -

 All Other Fees (4)

 $
 -

 $

 Total

 $
 97,850

 $
 157,766

 (1)
 Audit Fees. Audit fees consist of fees billed for professional
services rendered for the audit of our year-end financial statements and the reviews of the interim financial statements included in our quarterly reports on Form 10-Q.

 (2)
 Audit-Related Fees. Audit-related fees consist of fees billed
for assurance and related services that are reasonably related to performance of the audit or review of our year-end financial statements
and are not reported under "Audit Fees." These services include attest services that are not required by statute or regulation
and consultation concerning financial accounting and reporting standards.

 (3)
 Tax Fees. Tax fees consist of fees billed for professional services
relating to tax compliance, tax planning and tax advice.

 (4)
 All Other Fees. All other fees consist of fees billed for all
other services including permitted due diligence services related to a potential Business Combination.

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

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

 PART Iv.

 Item 15. Financial Statements
 and Exhibits.

 (a)

 The following documents are filed as part of this Annual Report on Form 10-K: Financial Statements: See "Item 8. Index to Financial Statements and Supplementary Data" herein.

 (b)

 Exhibits: The exhibits listed in the accompanying index to exhibits are filed, furnished
 or incorporated by reference as part of this Annual Report on Form 10-K.

 No.

 Description of Exhibit

 2.1 #

 Business Combination Agreement, dated as of February 20, 2024, by and among SEDA, Mr. Edward Wilson Davis (solely in the capacity as the representative for the shareholders of SEDA), PubCo, Merger Sub, JV GmbH, PP Holding, cunova, KME, Creature Kingdom, Paragon (6)

 3.1

 Amended and Restated Memorandum and Articles of Association of the Company (1)

 3.2

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

 4.1

 Warrant Agreement, dated October 28, 2021, between Continental Stock Transfer & Trust Company and the Company (1)

 4.2

 Description of the Company's Securities (3)

 10.1

 Investment Management Trust Account Agreement, dated October 28, 2021, between Continental Stock Transfer & Trust Company and the Company (1)

 10.2

 Amendment
 No. 1 to the Investment Management Trust Agreement, dated as of October 27, 2023, by and between SDCL EDGE Acquisition Corp and Continental
 Stock Transfer & Trust Company, as trustee. (2)

 10.3

 Registration Rights Agreement, dated October 28, 2021, by and among the Company, the Sponsor and certain other security holders named therein (1)

 10.4

 Private Placement Warrants Purchase Agreement, dated October 28, 2021, by and among the Company and the A Anchor Investors (1)

 10.5

 Administrative Services Agreement, dated October 28, 2021, between the Company and the Sponsor (1)

 10.6

 Letter Agreement, dated October 28, 2021, by and among the Company, the Sponsor, the A Anchor Investors, and each director and executive officer of the Company (1)

 10.7

 Investment Advisory Agreement, dated October 28, 2021, by and among the Company, the Sponsor and Sustainable Development Capital LLP (1)

 10.8

 An Indemnity Agreement, dated October 28, 2021, between the Company and Ned Davis (1)

 10.9

 An Indemnity Agreement, dated October 28, 2021, between the Company and Michael Feldman (1)

 10.10

 An Indemnity Agreement, dated October 28, 2021, between the Company and Ana Maria Machado Fernandes (1)

 10.11

 An Indemnity Agreement, dated October 28, 2021, between the Company and Lolita Jackson (1)

 10.12

 An Indemnity Agreement, dated October 28, 2021, between the Company and William Kriegel (1)

 10.13

 An Indemnity Agreement, dated October 28, 2021, between the Company and Jonathan Maxwell (1)

 10.14

 An Indemnity Agreement, dated October 28, 2021, between the Company and Michael Naylor (1)

 10.15

 An Indemnity Agreement, dated May 30, 2022 between the Company and Karl Olsoni (7)

 10.16 #

 Sponsor Support Agreement, dated as of February 20, 2024, by and among SEDA, PubCo and Sponsor (6)

 10.17 #

 Form of Anchor Support Agreement by and among SEDA, PubCo and each of Capricorn and Seaside (6)

 10.18

 Joinder to Letter Agreement. (8)

 14.1

 Code of Ethics and Business Conduct of SDCL EDGE Acquisition Corporation. (5)

 31.1*

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

 31.2*

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

 32.1**

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

 32.2**

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

 97.1*

 Clawback Policy

 101.INS*

 101.CAL*

 101.SCH*

 101.DEF*

 101.LAB*

 101.PRE*

 *
 Filed herewith.

 **
 Furnished herewith.

 #
 Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. Copy of any omitted schedule
and/or exhibit will be furnished to the SEC upon request. Certain personal information has been redacted from this exhibit pursuant to
Item 601(a)(6) of Regulation S-K.

 (1)

 Previously filed as an exhibit to our Current Report on Form 8-K filed on November 2, 2021 and incorporated by reference herein.

 (2)

 Previously filed as an exhibit to our Current Report on Form 8-K filed on October 31, 2023 and incorporated by reference herein.

 (3)

 Previously filed as an exhibit to our Annual Report on Form 10-K filed on April 7, 2022 and incorporated by reference herein.

 (4)

 Previously filed as an exhibit to our Quarterly Report on Form 10-Q filed on August 12, 2022 and incorporated by reference herein.

 (5)

 Previously filed as an exhibit to Form S-1 filed on March 12, 2021 and incorporated by reference herein.

 (6)

 Previously filed as an exhibit to our Form 8-K filed on February 20,
 2024 and incorporated by reference herein.

 (7)

 Previously filed as an exhibit to our Annual Report on Form 10-K filed
 on March 30, 2023 and incorporated by reference herein.

 (8)

 Previously filed as an exhibit to our Form 8-K filed on May 30, 2022
 and incorporated by reference herein.

 Item 16. Form 10-K Summary.

 None.

 SIGNATURES

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

 Date: April 15, 2024

 /s/ Jonathan Maxwell

 By:

 Jonathan Maxwell

 Co-Chief Executive Officer

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

 /s/ Jonathan Maxwell

 Name:

 Jonathan Maxwell

 Chairman of the Board of Directors and Co-Chief Executive Officer (Principal Executive
 Officer) and Director

 Date:

 /s/ Michael Feldman

 Name:

 Michael Feldman

 Co-Chief Executive Officer

 Date:

 /s/ Ned Davis

 Name:

 Ned Davis

 Chief Financial Officer (Principal Accounting Officer) and Chief Operating Officer

 Date:

 /s/ Lolita Jackson, MBE

 Name:

 Lolita Jackson, MBE

 Date:

 /s/ William Kriegel

 Name:

 William Kriegel

 Date:

 /s/ Michael Naylor

 Name:

 Michael Naylor

 Date:

 /s/ Ana Maria Machado Fernandes

 Name:

 Ana Maria Machado Fernandes

 Date:

 /s/ Karl Olsoni

 Name:

 Karl Olsoni

 Date:

 AUTHORIZED REPRESENTATIVE

 Pursuant to the requirements
 of the Securities Exchange Act of 1934, the undersigned has signed this report, solely in its capacity as the duly authorized representative
 of SDCL EDGE Acquisition Corporation in the City of New York, New York on the 15 th day of April,
 2024.

 U.S. DULY APPOINTED REPRESENTATIVE

 By:

 /s/ Ned Davis

 Name:

 Ned Davis

 Chief Financial Officer