UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

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

 For the fiscal period ended December 31, 2023

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

 For the transition period
from ________ to ________

 Commission File Number: 001-39961

 (Exact name of registrant as specified in its charter)

 Cayman Islands

 6770

 95-1577027

 (State or other jurisdiction of
 incorporation or organization)

 (primary Standard Industrial

Classification Code Number)

 (I.R.S. Employer
 Identification Number)

 250 West Nottingham Drive, Suite 400
 San Antonio, Texas

 78209

 (Address Of Principal Executive Offices)

 (Zip Code)

 (210)832-3305

 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

 Class A ordinary shares included as part of the units

 BLUA

 NYSE American LLC

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

 BLUA WS

 NYSE American LLC

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

 BLUA.U

 NYSE American 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

(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

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

is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See 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.

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).

is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No

 Based on the closing price of $10.49 per share on June 30, 2023, the
aggregate market value of our voting and non-voting ordinary shares held by non-affiliates on such date was approximately $ 29,495,205.05.

 As of February 27, 2024,
there were 823,623 units, 1,544,087 Class A ordinary shares, par value $0.0001 per share, 7,187,500 Class B ordinary shares, par value
$0.0001 per share, and 9,575,395 warrants of the company issued and outstanding.

 PAGE

 PART
 I

 Item 1.

 Business

 Item 1A.

 Risk
 Factors

 Item 1B.

 Unresolved
 Staff Comments

 Item 1C

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal
 Proceedings

 Item 4.

 Mine
 Safety Disclosures

 PART
 II

 Item 5.

 Market
 for Registrant's Common Equity, Related 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 7A.

 Quantitative
 and Qualitative Disclosures About Market Risk

 Item 8.

 Financial
 Statements and Supplementary Data

 Item 9.

 Changes
 in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls
 and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding
 Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive
 Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

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

 Item 13.

 Certain Relationships
 and Related Transactions, and Director Independence

 Item 14.

 Principal
 Accountant Fees and Services

 Item 15.

 Exhibits
 and Financial Statement Schedules

 Item 16.

 Form
 10-K Summary

 EXHIBIT

 SIGNATURES

 i

 CERTAIN TERMS

 Unless otherwise stated in this Annual Report on
Form 10-K or the context otherwise requires, references to:

 "Companies Law"
are to the Companies Law (2020 Revision) of the Cayman Islands as the same may be amended from time to time;

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

 "founders" are to
John Gregg, our Co-Chairman and Co-Chief Executive Officer and Randall Mays, our Co-Chairman, Co-Chief Executive Officer and Chief Financial
Officer;

 "founder shares" are to our Class B ordinary shares
outstanding as of this Annual Report on Form 10-K and the Class A ordinary shares that will be issued upon the automatic conversion of
the Class B ordinary shares at the time of our initial business combination (for the avoidance of doubt, such Class A ordinary shares
will not be "public shares");

 "Goldman Sachs" are
to Goldman Sachs & Co. LLC, the underwriter in the Initial Public Offering;

 "Initial Public Offering"
are to the Company's offering on February 2, 2021 of 28,750,000 units (each, a "Unit" and collectively, the "Units"
and, with respect to the Class A ordinary shares included in the Units being offered, the "Public Shares"), including 3,750,000
additional Units to cover over-allotments (the "Over-Allotment Units"), at $10.00 per Unit, generating gross proceeds of
$287.5 million, and incurring offering costs of approximately $16.4 million, inclusive of approximately $10.1 million in deferred underwriting
commissions;

 "initial shareholders"
are to our sponsor, and each other holder of founder shares upon the consummation of this offering;

 "NYSE" are to the
New York Stock Exchange;

 "NYSE American" are
to the NYSE American LLC;

 "ordinary shares" are to our Class A ordinary shares
and our Class B ordinary shares;

 "our management team" are to our executive officers
and directors;

 "private placement shares"
are to the Class A ordinary shares sold as part of the private placement units;

 "private placement units" are to the units issued
to our sponsor in a private placement simultaneously with the Initial Public Offering, which private placement units are identical to
the units sold in the Initial Public Offering, subject to certain limited exceptions as described in the Company's final prospectus;

 "private placement warrants" are to the warrants
sold as part of the private placement units or issuable upon conversion of working capital loans, if any;

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

 "public shares" are to our Class A ordinary shares
sold as part of the units in the Initial Public Offering (whether they were purchased in the Initial Public Offering or thereafter in
the open market);

 "sponsor" are to BlueRiver
Ventures, LLC, a Cayman Islands exempted company; and

 Any forfeiture of shares described in this Annual
Report on Form 10-K will take effect as a surrender of shares for no consideration of such shares as a matter of Cayman Islands law. Any
conversion of the Class B ordinary shares described in this Annual Report on Form 10-K will take effect as a compulsory redemption of
Class B ordinary shares and an issuance of Class A ordinary shares as a matter of Cayman Islands law. Any share dividends described in
this Annual Report on Form 10-K will take effect as share capitalizations as a matter of Cayman Islands law.

 ii

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 Some of the statements contained in this Annual
Report on Form 10-K may constitute "forward-looking statements" for purposes of the federal securities laws. Our forward-looking
statements include, but are not limited to, statements regarding our or our management team's expectations, hopes, beliefs, intentions
or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future
events or circumstances, including any underlying assumptions, are forward- looking statements. The words "anticipate," "believe,"
"continue," "could," "estimate," "expect," "intends," "may," "might,"
"plan," "possible," "potential," "predict," "project," "should,"
"would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that
a statement is not forward-looking. Forward-looking statements in this Annual Report on Form 10-K may include, for example, statements
about:

 our ability to select an appropriate
partner business or businesses;

 our ability to complete our initial
business combination;

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

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

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

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

 our pool of prospective partner
businesses;

 our ability to consummate an initial
business combination due to the uncertainty resulting from the COVID-19 pandemic; including new variant strains of the underlying virus,
current or anticipated military conflict, including between Russia and Ukraine and Israel and Hamas, terrorism, sanctions, rising energy
prices, inflation and interest rates and other geopolitical events globally;

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

 our public securities' potential
liquidity and trading;

 the use of proceeds not held in
the trust account or available to us from interest income on the trust account balance;

 the trust account not being subject
to claims of third parties; or

 our financial performance following
our Initial Public Offering.

 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, those factors described under the heading "Item 1A. Risk Factors." Should one or more of
these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects
from those projected in these forward-looking statements. 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

 SUMMARY OF THE MATERIAL RISKS ASSOCIATED WITH
OUR BUSINESS

 We are a newly incorporated company that has conducted
no operations and has generated no revenues. Until we complete our initial business combination, we will have no operations and will generate
no operating revenues. In making your decision whether to invest in our securities, you should take into account not only the background
of our management team, but also the special risks we face as a blank check company.

 Our business is subject to numerous risks and uncertainties,
including those highlighted in the section title "Risk Factors," that represent challenges that we face in connection with
the successful implementation of our strategy. The occurrence of one or more of the events or circumstances described in the section titled
"Risk Factors," alone or in combination with other events or circumstances, may adversely affect our ability to effect a business
combination, and may have an adverse effect on our business, cash flows, financial condition and results of operations. Such risks include,
but are not limited to:

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

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

 Our shareholders may not be afforded
an opportunity to vote on our proposed 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 and members of our management team have agreed to vote in favor of such initial business
combination, regardless of how our public shareholders vote.

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

 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 during any extension of the time the Company has to consummate an initial business combination (an "Extension
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 partners, 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.

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

 iv

 Our search for a business combination,
and any partner business with which we ultimately consummate a business combination, may be materially adversely affected by current
or anticipated military conflict, including between Russia and Ukraine and Israel and Hamas, terrorism, sanctions or other geopolitical
events globally, the COVID 19 coronavirus pandemic, including new variant strains of the underlying virus, and the status of debt and
equity markets

 We may not be able to consummate
an initial business combination during any Extension 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.

 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 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.

 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.

 NYSE American 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.

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

 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.

 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 do not complete our initial business combination within the required time period, our public shareholders may receive
only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants
will expire worthless.

 If the net proceeds of the Initial
Public Offering and the sale of the private placement warrants not being held in the trust account are insufficient to allow us to operate
during any Extension Period, it could limit the amount available to fund our search for a partner business or businesses and complete
our initial business combination, and we will depend on loans from our sponsor or founding team to fund our search and to complete our
initial business combination.

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

 v

 Item 1. Business

 Overview

 We are a blank check company incorporated as a
Cayman Islands exempted company on October 19, 2020. We were formed for the purpose of effecting a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination with one or more businesses (the "Business Combination"). We
are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies. To date, our
efforts have been limited to our organizational activities and activities relating to the Initial Public Offering and the identification
and evaluation of prospective acquisition targets for our initial business combination. We will not generate any operating revenues until
after the completion of its initial Business Combination, at the earliest. We will generate non-operating income in the form of interest
income on its investments held in the trust account from the proceeds of its Initial Public Offering.

 Initial Public Offering

 Our sponsor is BlueRiver Ventures, LLC, a Cayman
Islands exempted company (the "Sponsor"). The registration statement for our Initial Public Offering was declared effective
on January 28, 2021 (the "Initial Public Offering"). On February 2, 2021, we consummated our Initial Public Offering of 28,750,000
units (each, a "Unit" and collectively, the "Units" and, with respect to the Class A ordinary shares included
in the Units being offered, the "Public Shares"), including 3,750,000 additional Units to cover over-allotments (the "Over-Allotment
Units"), at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring offering costs of approximately $16.4 million,
inclusive of approximately $10.1 million in deferred underwriting commissions.

 Simultaneously with the closing of the Initial
Public Offering, we consummated the private placement ("Private Placement") of 800,000 units (each, a "Private Placement
Unit" and collectively, the "Private Placement Units"), at a price of $10.00 per Private Placement Unit with the Sponsor,
generating gross proceeds of approximately $8.0 million.

 Upon the closing of the Initial Public Offering
and the Private Placement, $287.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds
of the Private Placement were placed in a trust account ("Trust Account"), located in the United States at JP Morgan Chase
Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and were invested only in United States "government
securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company
Act"), having a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under
the Investment Company Act which invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of:
(i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. On March 28, 2023, the
Company initiated the process of converting all of the assets held in the Trust Account into cash, which was deposited in a non-interest
bearing account. As of May 4, 2023. the Company deposited the assets held in the Trust Account in an interest-bearing demand deposit account at a bank.
Interest on such deposit account is expected to be approximately 4.6% per annum, but such deposit account carries a variable rate and
the Company cannot provide assurances that such rate will not decrease or increase significantly.

 Our management has broad discretion with respect
to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, 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 one or more initial Business Combinations having an aggregate
fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount)
at the time of the signing of the agreement to enter into the initial Business Combination. However, 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 business or
otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company
under the Investment Company Act.

 Extension of Deadline to Complete an Initial Business Combination

 On January 31, 2023, the Company held an extraordinary
general meeting of shareholders (the "General Meeting") to consider and vote upon a proposal to amend the Company's
amended and restated memorandum and articles of association to: (i) extend from February 2, 2023 to August 2, 2023, the date (the "Termination
Date") by which, if the Company has not consummated a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination involving the Company, with one or more businesses or entities (a "Business Combination"),
the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the Class A ordinary shares sold in the Company's initial public offering (the "Public
Shares"); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining
shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to provide for
claims of creditors and in all cases subject to the other requirements of applicable law. In connection with the General Meeting and vote
to extend the Termination Date, shareholders elected to redeem 26,738,256 Public Shares. Following such redemptions, approximately $20,989,598
million remained in the Trust Account and 2,811,745 Public Shares remain issued and outstanding.

 On August 2, 2023, the Company held an
extraordinary general meeting of shareholders (the "Second General Meeting") to consider and vote upon a proposal to
amend BlueRiver's amended and restated memorandum and articles of association to extend the Termination Date from
August 2, 2023 to February 2, 2024. In connection with the Second General Meeting and vote to extend the Termination Date,
shareholders elected to redeem 138,816 Public Shares. Following such redemptions, approximately $19,849,725 remained in the
Trust Account and 1,872,928 Public Shares remain issued and outstanding.

 On February 2, 2024, BlueRiver held an extraordinary
general meeting of shareholders (the "Third General Meeting") to consider and vote upon a proposal to amend BlueRiver's
amended and restated memorandum and articles of association to extend the Termination Date from February 2, 2024, up to 6 times by
an additional 1 month each month after the Original Termination Date, by resolution of our board of directors, upon deposit of $0.025
into the Company's Trust Account for each Public Share that was not redeemed in connection with the Third General Meeting until
August 2, 2024. In connection with the Third General Meeting and vote to extend the Termination Date, shareholders elected to redeem
305,218 Public Shares. Following such redemptions, approximately $16,958,072 remained in the Trust Account and 1,567,710 Public Shares
remained outstanding.

 Transfer to NYSE American

 On March 9, 2023, the Company announced its intention
to transfer the listing of its securities from NYSE to the NYSE American. The Company's decision to transfer to the NYSE American
was made to permit the continued listing of its securities following recent redemptions of its Class A common stock in connection with
the vote to extend the deadline by which the Company must complete its initial business combination. In connection with the transfer,
the Company voluntarily delisted from the NYSE. On March 13, 2023, the trading in the securities of the Company was halted at the close
of the market by the NYSE due to the Company's inability to meet the requirements of Section 802.01B of the NYSE's Listed
Company Manual. On March 21, 2023, the Company was authorized to list its securities on the NYSE American and began trading on the NYSE
American on March 24, 2023.

 Notice of Delisting

 On February 2, 2024, the Company received a letter
from the NYSE American stating that the staff of NYSE Regulation has determined to commence proceedings to delist the Company's
Class A ordinary shares, Units and Warrants (collectively, the "Securities") pursuant to Sections 119(b) and 119(f) of the
NYSE American Company Guide because the Company failed to consummate a business combination within 36 months of the effectiveness of its
initial public offering registration statement, or such shorter period that the Company specified in its registration statement.

 As indicated in the letter from NYSE American,
the Company has a right to a review of the delisting determination by a Committee of the Board of Directors of the Exchange, and on February
9, 2024, the Company requested such review hearing.

 Proposed Business Combination

 On July 21, 2023, the Company entered into an Agreement
and Plan of Merger (as amended on February 2, 2024, the "Merger Agreement") with BLUA Merger Sub LLC, a Texas limited liability
company and wholly-owned subsidiary of the Company ("Merger Sub"), and Spinal Stabilization Technologies, LLC, a Texas limited
liability company ("SST"). Pursuant to the Merger Agreement, (i) the Company will de-register as an exempted company in the
Cayman Islands and transfer by way of continuation as a Delaware corporation (the "Domestication") and (ii) on the Closing
Date, following the Domestication, Merger Sub will merge with and into SST (the "Merger" and together with the Domestication
and the other transactions contemplated by the Merger Agreement, the "Business Combination") with SST continuing as the surviving
entity of the Merger and a subsidiary of the Company (the "Surviving Company"). We also refer to the Company following the
Business Combination as "Surviving Pubco."

 Following the consummation of the Business Combination,
the combined company will be organized in an "Up-C" structure. The combined company's business will continue to operate
through the Surviving Company and its subsidiaries and the Surviving Pubco's sole direct asset will be the equity interests of the
Surviving Company held by it.

 Additional information regarding SST and the Business
Combination is available in the proxy statement/prospectus contained in the Company's Registration Statement on Form S-4, as amended,
most recently filed by the Company with the SEC on February 8, 2024.

 Our Team

 John Gregg has been our Co-Chairman and
Co-Chief Executive Officer since October 2020. Mr. Gregg has been the founder of Bluewater Ventures since 2003. Bluewater Ventures represents
his family office and focuses on investing in special situations in the technology, media, telecom and entertainment industries. Mr. Gregg
previously held various leadership roles including Head of Corporate Development and CFO from 1994 to 2003 for NTL Inc (now Virgin Media),
a NYSE-listed cable communications company. Mr. Gregg also served as a Managing Director in charge of corporate finance and development
for Cellular Communications Inc, Cellular Communications Intl, and Cellular Communication Puerto Rico Inc, three Nasdaq-listed companies.
He was Managing Director and Chief Restructuring Officer of Iesy GMBH and the Managing Director of Cablecom GMBH, the largest Swiss broadband
provider. Over his 30-year career in the TMT sector, he has negotiated over 50 acquisitions, divestitures and corporate restructurings
and arranged over $18 billion in strategic investments. He has successfully led operational restructurings in companies varying in size
from 500 to 25,000 employees. He was the Vice Chair and co-founder of Virgin Net and served as the Executive Chairman of Carat Security
and Centigon, both providers of global mobile security solutions. Mr. Gregg received his MBA from Harvard Business School and his undergraduate
degree from Georgetown University.

 Randall Mays has been our Co-Chairman, Co-Chief
Executive Officer and Chief Financial Officer since October 2020. Mr. Mays has been the Founder & CEO of Running M Capital and Co-Managing
Partner of Mays Family Enterprises since 2013. He sits on the boards of Live Nation Entertainment, Digital Defense, Spinal Stabilization
Technologies, BuildGroup Technology Fund, Live Undiscovered Music (L M), Mind Science Foundation and the Mays Family Foundation.
Running M Capital is a private investment firm supporting innovative and passionate entrepreneurs with novel ideas and technologies. Mays
Family Enterprises (MFE) is a family office fund that partners with trusted and experienced management teams to invest in profitable companies
with strong opportunities to grow their core businesses and pursue new market opportunities. After graduating from Harvard Business School
in 1991, Mr. Mays began his career at Goldman Sachs & Co. working with the mergers and acquisitions team before joining Clear Channel
Communications. Mr. Mays spent almost 20 years at Clear Channel Communications (now iHeartCommunications), a Fortune 500 mass media corporation,
holding various leadership roles including Vice Chairman, President and CFO from 1993 to 2013. During his tenure, Clear Channel Communications
(NYSE:CCU) was one of the best performing stocks for the decade of the 1990's. Mr. Mays helped manage over 40,000 employees, global
operations, strategy, corporate development and capital markets. Mr. Mays supported Clear Channel Communications' growth from a
handful of radio stations to an enterprise with over 1,200 radio stations, one of the largest outdoor advertising businesses in the world
and the largest live entertainment company. Annual revenue grew during that period from approximately $100 million to over $6.9 billion
in 2008, when the company was sold. While at Clear Channel, Mr. Mays led the strategic initiative to further consolidate the Live Entertainment
business through its wholly owned subsidiary Clear Channel Entertainment. Mr. Mays oversaw its spinout into the publicly traded company
now known as Live Nation Entertainment (NYSE:LVY). During this period, Mr. Mays was the CEO of Clear Channel Entertainment and served
as the Chairman of Live Nation from its inception until its merger with Ticket Master. After stepping down as Chairman in 2010, Mr. Mays
has served on the board as Chair of the Nominating and Governance Committee and a member of the Executive Committee. Mr. Mays also served
on the board of Clear Channel Outdoor (NYSE:CCO), XM Satellite Radio, American Tower Corporation, and CNET Technologies. He has recently
joined the Bridge Builders Collaborative, an investment group focused on technology to redefine mindfulness and social wellness. Mr. Mays
received his MBA from Harvard Business School and his undergraduate degree from University of Texas.

 Eric Medina has been our Managing Director,
Head of Finance and Corporate Development since October 2020. Mr. Medina previously worked at Westhook Capital, a private equity fund
where he was responsible for sourcing, executing and managing new platform investments, from 2019 to 2020. Prior to Westhook Capital,
Mr. Medina was a Vice President at aPriori Capital Partners, an independent leveraged buyout fund advisor created in connection with the
spin-off of DLJ Merchant Banking Partners from Credit Suisse. Prior to DLJ Merchant Banking Partners, Eric served as an investment banking
analyst in the TMT group at Credit Suisse. He began his career as an energy trader with Barclays Capital. Mr. Medina holds a BBA from
the Ross School of Business at the University of Michigan.

 Board of Directors

 Anne Farlow, is an experienced private equity
investment professional and currently serves as Non-Executive Chairman of the Board of Pershing Square Holdings, Ltd. Ms. Farlow, a Hong
Kong resident, has been the independent Chairman of Pershing Square Holdings, Ltd. since 2014. Pershing Square Holdings, Ltd is an investment
holding company which is listed in on the London Stock Exchange and on Euronext, and is a constituent of the FTSE 100 index. Since 2005,
she has been an active investor in and nonexecutive director of various unlisted companies. From 2000 to 2005, she was a director of Providence
Equity Partners in London, and was one of the partners responsible for investing a $2.8 billion fund in telecom and media companies in
Europe. From 1992 to 2000, she was a director of Electra Partners in London and JF Electra in Hong Kong. Prior to working in private equity,
Ms. Farlow worked as a banker for Morgan Stanley in New York, and as a management consultant for Bain and Company in London, Sydney and
Jakarta. Ms. Farlow graduated from Cambridge University with a MA in engineering in 1986 and a MEng in chemical engineering in 1987. She
obtained an MBA from Harvard Business School in 1991.

 Alok Sama, was formerly the President and
CFO of SoftBank Group International, where he was responsible for the finance functions for SoftBank Group International and its operating
affiliates. Alok served as CFO of SoftBank Group International from September 2014 to July 2016 and President and CFO from July 2016 to
April 2019. Alok served as a Senior Advisor of SoftBank Group International from April 2019 to February 2020. Alok also served as Chief
Strategy Officer for SoftBank Group, where his responsibilities included corporate development, M&A, all proprietary investments and
investor relations. While at SoftBank, Alok led the announced $59 billion merger of Sprint and T-Mobile, SoftBank's $34 billion
acquisition of ARM Holdings Plc, the $10 billion disposition of SoftBank's stake in Alibaba Group Holding, SoftBank's $8.6
billion sale of Supercell Oy to Tencent Holdings, and the restructuring of SoftBank's holding in Yahoo Japan. He was also responsible
for multiple growth capital investments across technology verticals, including ridesharing, fintech and communications. Alok additionally
represented SoftBank as a Board member at ARM Holdings from August 2016 to April 2019, Fortress Investment Group from June 2018 to May
2019, Brightstar Corp from January 2016 to April 2019, SoftBank Energy from June 2016 to June 2020, SoFi from October 2018 to September
2020, SoftBank Group Capital and Airtel Africa from November 2018 to May 2019. Alok has over 30 years of investment banking, capital markets
and investment experience in New York, London and Hong Kong. Prior to his time at SoftBank, Alok was a senior Managing Director at Morgan
Stanley. While at Morgan Stanley, he led the firm's communications practice in Europe and its TMT practice in the Asia-Pacific region.
He also established Morgan Stanley's capital markets business in Asia as well as its investment banking practice in India. His experience
at Morgan Stanley included M&A advisory, IPOs, restructurings and financing transactions for clients in North America, Europe and
Asia. Alok also co-founded Baer Capital Partners, an alternative asset management firm focused on India with over $300 million in assets,
in partnership with the Baer family and Dubai Holdings. He continues to serve as a Director of Baer Capital. He is a member of the CNBC
Global CFO Council and is a former Chairman of the London Chapter of the Young Presidents' Organization (YPO). Alok has served as
a Senior Advisor to The Raine Group since January 2020 and a Senior Advisor to Warburg Pincus LLC since December 2019.

 John E. Sununu, served as a U.S. Senator
from New Hampshire from 2003 to 2009. He was a member of the Committees on Banking, Commerce, Finance and Foreign Relations, and he was
appointed the Congressional Representative to the United Nations General Assembly. Before his election to the Senate, Senator Sununu served
three terms as a member of the U.S. House of Representatives from New Hampshire's 1st District from 1996 to 2002, where he was vice
chairman of the Budget Committee and a member of the Appropriations Committee. During his twelve years in Congress, he drafted and helped
pass several important pieces of legislation, including the Internet Tax Freedom Act, the Survivors Benefit Act and the New England Wilderness
Act. Prior to serving in Congress, Senator Sununu served as chief financial officer for Teletrol Systems, a manufacturer of building control
systems. Senator Sununu formerly served as a director of Time Warner Cable Inc. He has been a director of Boston Scientific since 2009
and as Council member of Lloyd's of London since 2019. He received his B.S. and M.S. degrees in Mechanical Engineering from the
Massachusetts Institute of Technology and an M.B.A. from Harvard Business School.

 Business Strategy

 Our acquisition and value creation strategy is
to leverage our management team's expertise, network and operational experience to identify and complete our initial business combination
with a growth focused, market leading company in the technology, media, telecom and entertainment industries that operates on a global
basis and that will complement and benefit from our management team's skills, to deliver long-term shareholder value.

 Our management team has extensive relationships
and significant experience that provide us with unique access to proprietary transaction sources and opportunities through which we will
be able to maximize value for our shareholders.

 The management team intends to capitalize on opportunities
presented by the changing dynamics in our focus industries by seeking a company that is benefitting from the following trends:

 Next-generation technology that
has the potential to unlock growth and new market opportunities including 5G, high-speed internet, IoT, artificial intelligence, new
platforms for content and entertainment consumption, big data, music and media monetization and others.

 Service providers that benefit
from long term impacts of next generation technology spend.

 Leading brands and differentiated
intellectual property that can be further monetized on a global basis.

 Changes in consumer behavior creating
new avenues of content monetization.

 Evolving business models that
create opportunities for recurring, reoccurring and subscription like revenue.

 Regulatory changes that create
or open new markets which lead to significant economic activity and value creation opportunity.

 Companies that require additional
capital to recover or accelerate growth following the impact of COVID-19. Many sound businesses have been temporarily impacted by COVID-19
and the unforeseen economic circumstances. The temporary dislocation caused by COVID-19 creates opportunities to support sound businesses,
and reset certain strategies that would have otherwise been difficult to reset before COVID-19 while capitalizing on attractive valuations.

 We also believe COVID-19 has changed
or accelerated certain key trends in the technology, media, telecom and entertainment industries. We believe there are significant opportunities
to provide the companies changing and accelerating the key trends with capital at attractive valuations.

 Business Combination Criteria

 Consistent with our Business Strategy, we have
identified the following general criteria and guidelines that we believe are important in evaluating prospective target businesses, but
we may decide to enter into a business combination with a target business that does not meet these criteria and guidelines.

 Benefit from our Management
Team's Relationships and Experience. We intend to capitalize on our management team's multi-decade experience as owners,
operators, advisors, and investors in our target industries. Business combination opportunities will be sourced from our management team's
extensive and differentiated network of owner, board, corporate executive, family office and CEO-level relationships. We intend to be
proactive, disciplined and highly selective in sourcing potential targets that could otherwise not be available to other potential buyers.
We believe that the experience and capabilities of our management team will make us an attractive target to potential target businesses.
In addition, our management team maintains relationships with pre-eminent private and public market investors as well as sovereign wealth
funds, which will present a number of competitive advantages in deal flow.

 Compelling Revenue, Free Cash
Flow and Value Creation Prospects. We will seek to acquire one or more businesses that we believe will have multiple organic and
M&A-driven growth opportunities over time. We will search for attractive, growth-oriented businesses that exhibit sound, underlying
fundamentals as well as demonstrated revenue growth and a clear path to increased profitability and free cash flow generation. This includes
such potential targets that are currently, or that we believe have the potential to be, a category leader with long-term growth potential.

 Defensible Market Position.
We intend to target companies that have a strong market position and significant barriers to entry. We believe moats can exist and be
created through differentiated technology, product innovation, strong distribution capabilities, diversified customer base, intellectual
property and brand or other factors, which lead to low risks of disruption from new technologies or new entrants.

 Location. We are searching
for attractive target acquisition opportunities globally, with a particular emphasis on companies in North America, Europe and Asia.
We expect to draw on our management team's international contacts in order to source investment opportunities.

 Management Capability.
We plan to target companies with strong management teams that have demonstrated the ability to scale and operate on a global basis. Our
management team is committed to providing full support, guidance and additional management talent to assist the target company in executing
its strategy. We expect that the operating and financial abilities of our management team and board will complement the target's
management capabilities.

 Positioned to Benefit from
Being a Public Company. We intend to seek companies that demonstrate public market readiness and that we believe would benefit from
a partnership with our management team. We expect being a public company will facilitate accretive acquisitions, strengthening the balance
sheet, employee retention and recruitment, publicity and other avenues for growth.

 Sector. We plan to target
companies in the technology, media, telecommunications and entertainment industries.

 Size. We intend to focus
on companies that alone, or through a strategic combination with another company, have an enterprise valuation between $1.0 billion and
$3.0 billion, or larger. We believe at this scale we can be most effective in applying the experience and resources of the management
team to accelerate growth and enhance profitability.

 These criteria and guidelines are not intended
to be exhaustive. Any evaluation relating to the merits of an initial business combination may be based, to the extent relevant, on these
general criteria and guidelines as well as other considerations, factors, and criteria that our team may determine to be relevant. In
the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria and
guidelines, we will disclose that the target business does not meet the above criteria and guidelines in our shareholder communications
related to our initial business combination, which, as discussed in this Annual Report on Form 10-K, would be in the form of tender offer
documents or proxy solicitation materials that we would file with the SEC.

 In evaluating a prospective target business, we
expect to conduct an extensive due diligence review which may encompass, among other things, meetings with members of the target's
management and other employees, document reviews, interviews of customers and suppliers, inspections of facilities and a review of financial
and other information about the target and its industry.

 We will also benefit from our management team's
network of relationships with business owners, board members and members of executive management teams to provide insights into their
areas of expertise as well as leverage their operational and capital planning experience.

 Initial Business Combination

 The NYSE American listing rules and our amended
and restated memorandum and articles of association require that our initial business combination must be with one or more operating businesses
or assets with a fair market value equal to at least 80% of the net assets held in the trust account (net of amounts disbursed to management
for working capital purposes, if permitted, and excluding the amount of any deferred underwriting discount). We refer to this as the 80%
net assets test. If our board of directors is not able to independently determine the fair market value of the target business or businesses
or we are considering an initial business combination with an affiliated entity, we will obtain an opinion from an independent investment
banking firm which is a member of the Financial Industry Regulatory Authority, Inc., or FINRA, or an independent accounting firm that
such an initial business combination is fair to our company from a financial point of view. Our shareholders may not be provided with
a copy of such opinion nor will they be able to rely on such opinion.

 While we consider it unlikely that our board of
directors 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 it 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 of directors
determines that outside expertise would be helpful or necessary in conducting such analysis. Since any opinion, if obtained, would merely
state that the fair market value of the target business meets the 80% of net assets test, unless such opinion includes material information
regarding the valuation of a target business or the consideration to be provided, it is not anticipated that copies of such opinion would
be distributed to our shareholders. However, if required under applicable law, any proxy statement that we deliver to shareholders and
file with the 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 business or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act of 1940, as amended, or the Investment Company Act. Even if the post-business combination company owns or acquires 50% or
more of the voting securities of the target business, 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 business and us in the business combination
transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the
outstanding capital stock, shares or other equity interests of a target business. In this case, we would acquire a 100% controlling interest
in the target business. However, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior
to the completion of our initial business combination could own less than a majority of our issued and outstanding shares subsequent to
our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or
acquired by the post-business combination company, the portion of such business or businesses that is owned or acquired is what will be
valued for purposes of the 80% of net assets test. If the business combination involves more than one target business, the 80% of net
assets test will be based on the aggregate value of all of the target businesses and we will treat the target businesses together as the
initial business combination for purposes of a tender offer or for seeking shareholder approval, as applicable.

 Other Considerations

 We are not prohibited from pursuing an initial
business combination or subsequent transaction with a company that is affiliated with our sponsor, founders, 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 founders,
officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm
which is a member of FINRA or an independent accounting firm that such an initial business combination is fair to our company from a financial
point of view.

 Officers and members of our board of directors
will directly or indirectly own founder shares and private placement units following the Initial Public Offering and, accordingly, may
have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our
initial business combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a
particular business combination if the retention or resignation of any such officers or directors were to be included by a target business
as a condition to any agreement with respect to our initial business combination.

 Our sponsor and our officers and directors may
sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures during
the period in which we are seeking an initial business combination. Any such companies, businesses or investments may present additional
conflicts of interest in pursuing an initial business combination. However, we do not believe that any such potential conflicts would
materially affect our ability to complete our initial business combination.

 Our founders, officers and directors, are not required
to commit any specified amount of time to our affairs and, accordingly, will have conflicts of interest in allocating management time
among various business activities, including identifying potential business combinations and monitoring the related due diligence. In
particular, in the future we expect certain of our officers and directors may be officers and/or directors of other future special purpose
acquisition companies.

 Corporate Information

 Our executive offices are located at 250 West Nottingham
Drive, Suite 400 San Antonio, Texas 78209. Our phone number is (210) 832 3305. Our website is

 The information contained on or accessible through
our corporate website or any other website that we may maintain is not part of this Annual Report on Form 10-K.

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

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

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

 We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering,
(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A ordinary shares that are held by non-affiliates equals or exceeds $700 million as of the end
of that year's second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during
the prior three-year period. References herein to "emerging growth company" have the meaning associated with it in the JOBS
Act.

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

 Status as a Public Company

 We believe our structure will make us an attractive
business combination target to target businesses. As an existing public company, we offer a target business an alternative to the traditional
initial public offering through a merger or other business combination with us. In a business combination transaction with us, the owners
of the target business may, for example, exchange their capital stock, shares or other equity interests in the target business for our
Class A ordinary shares (or shares of a new holding company) or for a combination of our Class A ordinary shares and cash, allowing us
to tailor the consideration to the specific needs of the sellers. We believe target businesses will find this method a more expeditious
and cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process
takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses
in the initial public offering process, including underwriting discounts and commissions, that may not be present to the same extent in
connection with a business combination with us.

 Furthermore, once a proposed business combination
is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriters'
ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or have
negative valuation consequences. Once public, we believe the target business would then have greater access to capital, an additional
means of providing management incentives consistent with shareholders' interests and the ability to use its shares as currency for
acquisitions.

 Being a public company can offer further benefits
by augmenting a company's profile among potential new customers and vendors and aid in attracting talented employees.

 While we believe that our structure and our management
team's backgrounds will make us an attractive business partner, some potential target businesses may view our status as a blank
check company, such as our lack of an operating history and our ability to seek shareholder approval of any proposed initial business
combination, negatively.

 Financial Position

 Because we are able to complete our initial business
combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient
combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we
have not taken any steps to secure third party financing and there can be no assurance it will be available to us.

 Effecting Our Initial Business Combination General

 We intend to effectuate our initial business combination
using cash from the proceeds from the Initial Public Offering, the sale of the private placements units, our equity, debt or a combination
of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination
with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to
the numerous risks inherent in such companies and businesses.

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

 There is no current basis for investors in our
securities to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial business
combination.

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

 We may need to obtain additional financing to complete
our initial business combination, either because the transaction requires more cash than is available from the proceeds held in our trust
account, or because we become obligated to redeem a significant number of our public shares upon completion of the business combination,
in which case we may issue additional securities or incur debt in connection with such business combination. There are no prohibitions
on our ability to issue securities or incur debt in connection with our initial business combination. We are not currently a party to
any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities, the
incurrence of debt or otherwise.

 Sources of Target Businesses

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

 In addition, we anticipate that target business
candidates may be brought to our attention from various unaffiliated sources, including investment bankers and private investment funds.
Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or mailings.
These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since many
of these sources will have read this Annual Report on Form 10-K and know what types of businesses we are pursuing. Our officers and directors,
as well as their affiliates, may also bring to our attention target business candidates of which they become aware through their business
contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.

 While we do not presently anticipate engaging the
services of professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these
firms or other individuals in the future, in which event we may pay a finder's fee, consulting fee or other compensation to be determined
in an arm's length negotiation based on the terms of the transaction. We will engage a finder only to the extent our management
team determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach
us on an unsolicited basis with a potential transaction that our management team determines is in our best interest to pursue. Payment
of a finder's fee is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held
in the trust account. In no event, however, will our sponsor or any of our existing officers or directors, or any entity with which they
are affiliated, be paid any finder's fee, consulting fee or other compensation by the company prior to, or for any services they
render in order to effectuate, the completion of our initial business combination (regardless of the type of transaction that it is).
None of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to receive any compensation,
finder's fees or consulting fees from a prospective business combination target in connection with a contemplated acquisition of
such target by us. We have agreed to pay our sponsor a total of $10,000 per month for office space, secretarial and administrative support
and to reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.
Some of our officers and directors may enter into employment or consulting agreements with the post-business combination company following
our initial business combination.

 We are not prohibited from pursuing an initial
business combination or subsequent transaction with a company that is affiliated with our sponsor, founders, 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 founders,
officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm
which is a member of FINRA or an independent accounting firm that such an initial business combination is fair to our company from a financial
point of view. We are not required to obtain such an opinion in any other context.

 Each of our officers and directors presently
has, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, including any future
special purpose acquisition companies we expect they may be involved in and entities that are affiliates of our sponsor, pursuant to
which such officer or director is or will be required to present a business combination opportunity to such entity. Accordingly, if
any of our officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which he or
she has then-current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to
present such business combination opportunity to such entity, subject to their fiduciary duties under Cayman Islands law. All of our
executive officers currently have certain relevant fiduciary duties or contractual obligations that may take priority over their
duties to us. In addition, we may pursue an Affiliated Joint Acquisition opportunity with an entity to which an officer or director
has a fiduciary or contractual obligation. Any such entity may co-invest with us in the target business at the time of our initial
business combination, or we could raise additional proceeds to complete the acquisition by issuing to such entity a class of equity
or equity-linked securities. Our amended and restated memorandum and articles of association provide that, to the fullest extent
permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the extent
expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines
of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any
potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the
other. See "Item 10. Directors, Executive Officers and Corporate Governance-Conflicts of Interest."

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

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

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

 Lack of Business Diversification

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

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

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

 Limited Ability to Evaluate the Partner's Management Team

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

 We cannot assure you that any of our key personnel
will remain in senior management or advisory positions with the combined company. The determination as to whether any of our key personnel
will remain with the combined company will be made at the time of our initial business combination. Following a business combination,
we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you that we
will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience
necessary to enhance the incumbent management.

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

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

 we issue (other than in a public
offering for cash) ordinary shares that will either (a) be equal to or in excess of 20% of the number of ordinary shares then issued
and outstanding (excluding the private placement shares underlying the private placement units) or (b) have voting power equal to or
in excess of 20% of the voting power then issued and outstanding (excluding the private placement shares underlying the private placement
units);

 any of our directors, officers
or substantial shareholders (as defined by NYSE American rules) has a 5% or greater interest (or such persons collectively have a 10%
or greater interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential
issuance of ordinary shares could result in an increase in outstanding ordinary shares or voting power of 5% or more; or

 the issuance or potential issuance
of ordinary shares will result in our undergoing a change of control.

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

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

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

 the expected cost of holding a
shareholder vote;

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

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

 Permitted Purchases and Other Transactions with Respect to Our Securities

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

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

 The purpose of any such transactions could be to
(i) vote such shares in favor of the business combination and thereby increase the likelihood of obtaining shareholder approval of the
business combination, (ii) 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 or (iii) reduce the number of public warrants outstanding or vote such warrants or any matter submitted to the warrant holders
for approval in connection with our initial business combination. Any such transactions may result in the completion of our initial business
combination that may not otherwise have been possible.

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

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

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

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

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

 Limitations on Redemptions

of association provide that in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less
than $5,000,001 (so that we do not then become subject to the SEC's "penny stock" rules). However, the proposed business
combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for
working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the
terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all Class A
ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of
the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or
redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

 Manner of Conducting Redemptions

 We will provide our public shareholders with the
opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of our initial business combination either
(i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. Except as required
by applicable law or stock exchange listing requirements, the decision as to whether we will seek shareholder approval of a proposed initial
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 under applicable law or stock exchange listing requirement or whether we were deemed to be a foreign
private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share
purchases would not typically require shareholder approval while direct mergers with our company and any transactions where we issue more
than 20% of our issued and outstanding ordinary shares (excluding the private placement shares underlying the private placement units)
or seek to amend our amended and restated memorandum and articles of association would typically require shareholder approval. We currently
intend to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock
exchange rule or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.

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

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

 file proxy materials with the
SEC.

 In the event that we seek shareholder approval
of our initial business combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders
with the redemption rights described above upon completion of the initial business combination.

 If we seek shareholder approval, we will
complete our initial business combination only if we receive approval pursuant to an ordinary resolution under Cayman Islands law,
which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In
such case, our sponsor and each member of our management team have agreed to vote their founder shares, private placement shares and
public shares purchased during or after the Initial Public Offering in favor of our initial business combination. As a result, in
addition to our initial shareholders' founder shares and private placement shares, we would need 9,228,125, or 36.9% (assuming
all issued and outstanding shares are voted), or 1,020,312, or 3.2% (assuming only the minimum number of shares representing a
quorum are voted), of the 25,000,000 public shares sold in the Initial Public Offering to be voted in favor of an initial business
combination in order to have our initial business combination approved (assuming all issued and outstanding shares are voted and the
over-allotment option is not exercised). Each public shareholder may elect to redeem their public shares irrespective of whether
they vote for or against the proposed transaction or vote at all. In addition, our sponsor and our management team have entered into
an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares,
private placement shares and any public shares purchased during or after the Initial Public Offering in connection with (i) the
completion of our initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated
memorandum and articles of association (A) that would modify the substance or timing of our obligation to allow redemption in
connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination during any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A
ordinary shares or pre-initial business combination activity.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 If our initial proposed business combination is
not completed, we may continue to try to complete a different initial business combination with a different target during any Extension
Period.

 Redemption of Public Shares and Liquidation If No Initial Business
Combination

 Our amended and restated memorandum and
articles of association provides that we have 36 months from the closing of the Initial Public Offering and for up to 6 times by an
additional 1 month each time after the 36th month from the closing of the Initial Public Offering, by resolution of the Directors,
until 42 months from the closing of the Initial Public Offering, upon deposit of $0.025 into the Company's trust account for
each public share that has not been redeemed, to consummate an initial business combination. In the event we do not consummate an
initial business combination within 36 months or as provided by any extension period, from the closing of the Initial Public
Offering, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not
more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account and not previously
released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses), divided by the number
of the then-outstanding public shares, which redemption will completely extinguish public shareholders' rights as shareholders
(including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve, subject
in the case of clauses (ii) and (iii) to our obligations under Cayman Islands law to provide for claims of creditors and the
requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our warrants,
which will expire worthless if we fail to consummate an initial business combination during any Extension Period. Our amended and
restated memorandum and articles of association provides that, if we wind up for any other reason prior to the consummation of our
initial business combination, we will follow the foregoing procedures with respect to the liquidation of the trust account as
promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

 Our sponsor and each member of our management team
have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from the
trust account with respect to any founder shares or private placement shares they hold if we fail to consummate an initial business combination
during any Extension Period (although they will be entitled to liquidating distributions from the trust account with respect to any public
shares they hold if we fail to complete our initial business combination during any Extension Period).

 Our sponsor, executive officers, directors and
director nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our amended and restated
memorandum and articles of association (A)that would modify the substance or timing of our obligation to allow redemption in connection
with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination during
any Extension Period or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial
business combination activity, unless we provide our public shareholders with the opportunity to redeem their public shares upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest earned on the funds held in the trust account and not previously released to us to pay our income taxes, if any, divided by the
number of the then-outstanding public shares. However, we may not redeem our public shares in an amount that would cause our net tangible
assets to be less than $5,000,001 (so that we do not then become subject to the SEC's "penny stock" rules). If this
optional redemption right is exercised with respect to an excessive number of public shares such that we cannot satisfy the net tangible
asset requirement, we would not proceed with the amendment or the related redemption of our public shares at such time. This redemption
right shall apply in the event of the approval of any such amendment, whether proposed by our sponsor, any executive officer, director
or director nominee, or any other person.

 We expect that all costs and expenses associated
with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $1,000,000
of proceeds held outside the trust account plus up to $100,000 of funds from the trust account available to us to pay dissolution expenses,
although we cannot assure you that there will be sufficient funds for such purpose.

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

 Although we will seek to have all vendors,
service providers (excluding our independent registered public accounting firm), prospective target businesses and other entities
with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies
held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements
or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but
not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the
enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the
funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the
trust account, our management team will perform an analysis of the alternatives available to it and will only enter into an
agreement with a third party that has not executed a waiver if our management team believes that such third party's engagement
would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third party
that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are
believed by our management team to be significantly superior to those of other consultants that would agree to execute a waiver or
in cases where our management team is unable to find a service provider willing to execute a waiver. The underwriters will not
execute agreements with us waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such
entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the trust account for any reason. In order to protect the amounts held in
the trust account, our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor for services
rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction
agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per
public share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public share
due to reductions in the value of the trust assets, in each case net of the interest that may be withdrawn to pay our tax
obligations, provided that such liability will not apply to any claims by a third party or prospective target business who executed
a waiver of any and all rights to seek access to the trust account nor will it apply to any claims under our indemnity of the
underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act. In the
event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent
of any liability for such third party claims. However, we have not asked our sponsor to reserve for such indemnification
obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its indemnity obligations and we
believe that our sponsor's only assets are securities of our company. Our sponsor may not be able to satisfy those
obligations. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims
by vendors and prospective target businesses.

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

 We will seek to reduce the possibility that our
sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (excluding
our independent registered public accounting firm), prospective target businesses or other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust account. Our sponsor will
also not be liable as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities,
including liabilities under the Securities Act. We will have access to up to $1,000,000 from the proceeds of the Initial Public Offering
and the sale of the private placement units with which to pay any such potential claims (including costs and expenses incurred in connection
with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently
determined that the reserve for claims and liabilities is insufficient, shareholders who received funds from our trust account could be
liable for claims made by creditors; however such liability will not be greater than the amount of funds from our trust account received
by any such shareholder.

 If we file a bankruptcy, winding-up or insolvency
petition or an involuntary bankruptcy, winding-up or insolvency petition is filed against us that is not dismissed, the proceeds held
in the trust account could be subject to applicable bankruptcy or insolvency laws, and may be included in our bankruptcy estate and subject
to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust
account, we cannot assure you we will be able to return $10.00 per public share to our public shareholders. Additionally, if we file a
bankruptcy or insolvency petition or an involuntary bankruptcy, winding-up or insolvency petition is filed against us that is not dismissed,
any distributions received by shareholders could be viewed under applicable debtor/ creditor and/or bankruptcy and/or insolvency laws
as either a "preferential transfer" or a "fraudulent conveyance."

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

 Our public shareholders will be entitled to receive
funds from the trust account only (i) in the event of the redemption of our public shares if we do not consummate an initial business
combination during any Extension Period (ii) in connection with a shareholder vote to amend our amended and restated memorandum and articles
of association (A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination
or to redeem 100% of our public shares if we do not complete our initial business combination during any Extension Period or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination activity,
and (iii) if they redeem their respective shares for cash upon the completion of the initial business combination, and then only in connection
with those public shares that such shareholder has properly elected to redeem, subject to the limitations in the Company's final
prospectus. 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 during any Extension Period with respect to such
Class A ordinary shares so redeemed. In no other circumstances will a shareholder have any right or interest of any kind to or in the
trust account. In the event we seek shareholder approval in connection with our initial business combination, a shareholder's voting
in connection with the business combination alone will not result in a shareholder's redeeming its shares to us for an applicable
pro rata share of the trust account. Such shareholder must have also exercised its redemption rights described above. These provisions
of our amended and restated memorandum and articles of association, like all provisions of our amended and restated memorandum and articles
of association, may be amended with a shareholder vote.

 Competition

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

 Facilities

 We currently maintain our executive offices at
250 West Nottingham Drive, Suite 400, San Antonio, Texas 78209. The cost for our use of this space is included in the $50,000 per month
fee we will pay to our sponsor for office space, administrative and support services. We consider our current office space adequate for
our current operations.

 Employees

 We currently have 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 whether a target business has been selected for our initial business combination and the stage of the business
combination process we are in. We do not intend to have any full time employees prior to the completion of our initial business combination.

 Periodic Reporting and Financial Information

 We will register our units, Class A ordinary shares
and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current
reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited
and reported on by our independent registered public accountants.

 We will provide shareholders with audited financial
statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable, sent to shareholders.
These financial statements may be required to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances,
and the historical financial statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement
requirements may limit the pool of potential target businesses we may acquire because some partners 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 during
any Extension Period. We cannot assure you that any particular target business identified by us as a potential acquisition candidate will
have financial statements prepared in accordance with the requirements outlined above, or that the potential target business will be able
to prepare its financial statements in accordance with the requirements outlined above. To the extent that these requirements cannot be
met, we may not be able to acquire the proposed target business. While this may limit the pool of potential acquisition candidates, we
do not believe that this limitation will be material.

 We will be required to evaluate our internal control
procedures for the fiscal year ending December 31, 2022 as required by the Sarbanes-Oxley Act. Only in the event that we are deemed to
be a large accelerated filer or an accelerated filer and no longer qualify as an emerging growth company would we be required to comply
with the independent registered public accounting firm attestation requirement on internal control over financial reporting. A target
business may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development
of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary
to complete any such acquisition.

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

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

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

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

 We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of the Initial Public Offering,
(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A ordinary shares that are held by non-affiliates exceeds $700 million as of the end of that
year's second fiscal quarter, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the
prior three-year period.

 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 exceeds $250
million as of the end of that year's second fiscal quarter, or (2) our annual revenues exceeded $100 million during such completed
fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as the end of that year's second
fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements
with other public companies difficult or impossible.

 Legal Proceedings

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

 Item 1A.Risk Factors

 An investment in our securities involves a high
degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this
Annual Report on Form 10-K, before making a decision to invest in our securities. If any of the following events occur, our business,
financial condition and operating results may be materially adversely affected. In that event, the trading price of our securities could
decline, and you could lose all or part of your investment.

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

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

 We are a recently incorporated company established
under the laws of the Cayman Islands with no operating results, and had not commenced operations until the Initial Public Offering. Because
we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective of completing our
initial business combination with one or more target businesses. We have no plans, arrangements or understandings with any prospective
target business concerning a business combination and may be unable to complete our initial business combination. If we fail to complete
our initial business combination, we will never generate any operating revenues.

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

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

 Our shareholders may not be afforded an opportunity to vote on
our proposed 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 not hold a shareholder vote to approve
our initial business combination unless the business combination would require shareholder approval under applicable Cayman Islands
law or stock exchange listing requirements or if we decide to hold a shareholder vote for business or other reasons. For instance,
the NYSE American rules currently allow us to engage in a tender offer in lieu of a general meeting but would still require us to
obtain shareholder approval if we were seeking to issue more than 20% of our issued and outstanding shares (excluding the private
placement shares underlying the private placement units) to a target business as consideration in any business combination.

 Therefore, if we were structuring a business combination
that required us to issue more than 20% of our issued and outstanding ordinary shares (excluding the private placement shares underlying
the private placement units), we would seek shareholder approval of such business combination. However, except as required by applicable
law or stock exchange rule, the decision as to whether we will seek shareholder approval of a proposed business combination or will allow
shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety
of factors, such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder
approval. Accordingly, we may consummate our initial business combination even if holders of a majority of the outstanding ordinary shares
do not approve of the business combination we consummate. Please see the section entitled "Item 1. Business-Shareholders May Not
Have the Ability to Approve Our Initial Business Combination" for additional information.

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

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

 If we seek shareholder approval of our initial business combination,
our sponsor and members of our management team have agreed to vote in favor of such initial business combination, regardless of how our
public shareholders vote.

of association provides that, if we seek shareholder approval, we will complete our initial business combination only if we receive approval
pursuant to an ordinary resolution under Cayman Islands law, which requires the affirmative vote of a majority of the shareholders who
attend and vote at a general meeting of the company. Our sponsor owned approximately 20% of our issued and outstanding ordinary shares
at the time of our extraordinary general meeting in February 2024 to extend the deadline to consummate a business combination. As a result
of the February 2024 meeting, 305,218 public shares were redeemed in the aggregate and our sponsor now owns approximately 95.1% of the
current issued and outstanding ordinary shares. As such, we will not require any of the public shares to be voted in favor of a transaction
(assuming all outstanding shares are voted) 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 partners, which may make it difficult for us
to enter into a business combination with a partner.

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

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

 In connection with our assessment of going concern
considerations in accordance with ASU 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going
Concern," we determined that our liquidity condition, mandatory liquidation and subsequent dissolution, should we be unable to complete
a business combination by August 2, 2024 or during any Extension Period, raises substantial doubt about our ability to continue as a going
concern. It is uncertain that we will be able to consummate a business combination by this time or whether we may seek an extension of
the acquisition period. If we are unable to complete a business combination, then we will cease all operations except for the purpose
of liquidating.

 The ability of a large number of our stockholders to exercise
redemption rights may not allow us to consummate the most desirable business combination or optimize our capital structure.

 In connection with the successful consummation
of our business combination, we may redeem up to that number of shares of common stock that would permit us to maintain net tangible assets
of $5,000,001. If our business combination requires us to use substantially all of our cash to pay the purchase price, the redemption
threshold may be further limited. Alternatively, we may need to arrange third party financing to help fund our business combination in
case a larger percentage of stockholders exercise their redemption rights than we expect. If the acquisition involves the issuance of
our shares as consideration, we may be required to issue a higher percentage of our shares to the target or its stockholders to make up
for the failure to satisfy a minimum cash requirement. Raising additional funds to cover any shortfall may involve dilutive equity financing
or incurring indebtedness at higher than desirable levels. This may limit our ability to effectuate the most attractive business combination
available to us.

 The ability of our public shareholders to exercise redemption
rights with respect to a large number of our shares and the requirement that we maintain a minimum net worth or retain a certain amount
of cash could increase the probability that we cannot consummate our business combination and that you would have to wait for liquidation
in order to redeem your shares.

 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. The average percentage
of shares for which redemption rights have been exercised in recent business combinations by other special purpose acquisition companies
increased substantially in 2022 and remains very high during 2023 year-to-date. If, pursuant to the terms of our proposed business combination,
we are required to maintain a minimum net worth or retain a certain amount of cash in trust in order to consummate the business combination
and regardless of whether we proceed with redemptions under the tender offer or proxy rules, the probability that we cannot consummate
our business combination is increased. If we do not consummate our business combination, you would not receive your pro rata portion of
the trust account until we liquidate. 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 in our 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 during any Extension 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 partners, 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 during any Extension
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 within the required
time period with that particular target business, we may be unable to complete our initial business combination with any target business.
This risk will increase as we get closer to the end of the timeframe 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.

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

 In recent years, the number of special purpose
acquisition companies that have been formed has increased substantially. Many potential targets for special purpose acquisition companies
have already entered into an initial business combination, and there are still many special purpose acquisition companies preparing for
an initial public offering, as well as many such companies currently in registration. As a result, at times, fewer attractive targets
may be available to consummate an initial business combination.

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

 Our search for a business combination, and any target business
with which we ultimately consummate a business combination, may be materially adversely affected by current or anticipated military conflict,
including between Russia and Ukraine, terrorism, sanctions or other geopolitical events globally, the COVID 19 pandemic, including new
variant strains of the underlying virus, and the status of debt and equity markets.

 Our ability to consummate a business combination
may be dependent on our ability to raise equity and debt financing which may be impacted by current or anticipated military conflict,
including between Russia and Ukraine, terrorism, sanctions, the COVID-19 pandemic and other events, 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. Economic
uncertainty in various global markets caused by political instability may result in weakened demand for products sold by potential target
businesses and difficulty in forecasting financial results on which we rely in the evaluation of potential target businesses. Global conflicts,
including the military conflict between Russia and Ukraine, as well as economic sanctions implemented by the United States and European
Union against Russia in response thereto, may negatively impact markets, increase energy and transportation costs and cause weaker macro-economic
conditions. Political developments impacting government spending, and international trade, including inflation or raising interest rates,
may also negatively impact markets and cause weaker macro-economic conditions. The effect of any or all of these events could adversely
impact our ability to find a suitable business combination, as it may affect demand for potential target companies' products or
the cost of manufacturing thereof, harm their operations and weaken their financial results.

 Additionally, the COVID-19 outbreak has resulted,
and a significant outbreak of other infectious diseases could result, in a widespread health crisis that has affected, or 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. 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 variant strains of the underlying disease
that may develop, new information which may emerge concerning the severity of COVID-19 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 continue for an extensive 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. If the disruptions posed by COVID-19 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 ultimately
consummate a business combination, may be materially adversely affected.

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

 The SEC Statement regarding the accounting
and reporting considerations for warrants issued by SPACs focused on certain settlement terms and provisions related to certain
tender offers following a business combination. The terms described in the SEC Statement are common in SPACs and are similar to the
terms contained in the warrant agreement governing our warrants. In response to the SEC Statement, we reevaluated the accounting
treatment of our public warrants and private placement warrants, and determined to classify the warrants as derivative liabilities
measured at fair value, with changes in fair value each period reported in earnings. As a result, included on our balance sheet as
of December 31, 2022 contained elsewhere in this Annual Report are derivative liabilities related to embedded features contained
within our warrants. Accounting Standards Codification 815, Derivatives and Hedging ("ASC 815"), provides for the
remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to
the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value
measurement, our financial statements and results of operations may fluctuate quarterly based on factors which are outside of our
control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each
reporting period and that the amount of such gains or losses could be material.

 We may not be able to consummate an initial business combination
during any Extension 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.

 We may not be able to find a suitable target business
and consummate an initial business combination during any Extension Period. Our ability to complete our initial business combination may
be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described herein.
If we have not consummated an initial business combination within such applicable time period or during any Extension Period, we will:
(i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest earned on the funds held in the trust account and not previously released to us to pay our income taxes,
if any (less 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 provides that, if we wind up for any other reason prior to the consummation of our initial business combination,
we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not
more than ten business days thereafter, subject to applicable Cayman Islands law. In either such case, our public shareholders may receive
only $10.00 per public share, or less than $10.00 per public share, or possibly less, on the redemption of their public shares, and our
warrants will expire worthless. See "- If third parties bring claims against us, the proceeds held in the trust account could be
reduced and the per-share redemption amount received by shareholders may be less than $10.00 per public share" below and other risk
factors herein.

 If we seek shareholder approval of our initial business combination,
our sponsor, directors, executive officers, advisors or their affiliates may enter into certain transactions, including purchasing shares
or warrants from the public, which may influence the outcome of a vote on a proposed business combination and reduce the public "float"
of our securities.

 If we seek shareholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the
tender offer rules, our sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants
or a combination thereof 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. There is no limit on the number of shares our
initial shareholders, directors, officers, advisors or their affiliates may purchase in such transactions, subject to compliance
with applicable law and NYSE American rules. Additionally, at any time at or prior to our initial business combination, subject to
applicable securities laws (including with respect to material non-public information), our initial stockholders, directors,
officers, advisors or their affiliates may enter into transactions with investors and others to provide them with incentives to
acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares.
However, other than as expressly stated herein, they have no current commitments, plans or intentions to engage in such transactions
and have not formulated any terms or conditions for any such transactions. None of the funds in the trust account will be used to
purchase public shares or warrants in such transactions. If our sponsor, directors, executive officers, advisors or their affiliates
engage in such transactions, they will be restricted from making any such purchases when they are in possession of any
material non-public information or if such purchases are prohibited by Regulation M under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). We do not currently anticipate that such purchases, if any, would constitute a tender
offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules
under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to
such rules, the purchasers will be required to comply with such rules. 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.

 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 transactions may result in the
completion of our initial business combination that may not otherwise have been possible. In addition, if such transactions are consummated,
the public "float" of our Class A ordinary shares or public warrants may be reduced and the number of beneficial holders of
our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities on
a national securities exchange.

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

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

 In recent months, the market for directors and
officers liability insurance for special purpose acquisition companies has changed in ways adverse to us and our management team. Fewer
insurance companies are offering quotes for directors and officers liability coverage, the premiums charged for such policies have generally
increased and the terms of such policies have generally become less favorable. These trends may continue into the future. The increased
cost and decreased availability of directors and officers liability insurance could make it more difficult and more expensive for us to
negotiate an initial business combination. In order to obtain directors and officers liability insurance or modify its coverage as a result
of becoming a public company, the post-business combination entity might need to incur greater expense, accept less favorable terms or
both. However, any failure to obtain adequate directors and officers liability insurance could have an adverse impact on the post-business
combination's ability to attract and retain qualified officers and directors.

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

 If 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. See "Item 1. Business-Tendering Share Certificates in Connection with a Tender Offer or Redemption
Rights."

 Risks Relating to our Securities

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

 Our public shareholders will be entitled to receive
funds from the trust account only upon the earlier to occur of: (i) our completion of 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 to modify the substance or timing of our obligation allow redemption of our public shares
in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business
combination, and (iii) the redemption of our public shares if we have not consummated an initial business during any Extension 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
wi during any Extension Period, with respect to such Class A ordinary shares so redeemed. In no other circumstances will a shareholder
have any right or interest of any kind to or in the trust account. Holders of warrants will not have any right to the proceeds held in
the trust account with respect to the warrants. Accordingly, to liquidate your investment, you may be forced to sell your public shares
or warrants, potentially at a loss.

 The NYSE American 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 NYSE American Company Guide Section 119(b) requires
that a special purpose acquisition company must complete one or more business combinations within thirty six months following its IPO.
On February 2, 2024, we held the Third Special Meeting at which the shareholders voted to extend the time we have to consummate an
initial business combination from February 2, 2024, up to 6 times by an additional 1 month each month after the Original Termination
Date, by resolution of our board of directors, upon deposit of $0.025 into the Company's Trust Account for each Public Share that
was not redeemed in connection with the Third General Meeting until August 2, 2024. This extended our ability to complete a business
combination until the forty two month anniversary of our Initial Public Offering, which will take us beyond the permitted period for a
business combination under the foregoing NYSE American rule. Therefore, we received a delisting determination notice from the NYSE American
on February 2, 2024 even though the extension proposal was approved. On February 9, 2024, we requested a hearing appealing such delisting
determination, but there is no assurance that such appeal will be successful in preventing the delisting of our securities from the NYSE
American.

 We and the holders of our securities could be materially
adversely impacted if our securities are delisted from NYSE American due to non-compliance with the above rule or any other rules.
In particular:

 the price of our securities will likely decrease as a result
of the loss of market efficiencies associated with NYSE American;

 holders may be unable to sell or purchase our securities when
they wish to do so;

 we may become subject to shareholder litigation;

 we may lose the interest of institutional investors in our
securities;

 we may lose media and analyst coverage;

 we would likely lose any active trading market for our securities,
as our securities may then only be traded on one of the over-the-counter markets, if at all; and

 brokers and sellers may be required to comply with certain
state "blue sky" laws with respect to resales of our securities if they are no longer listed on a national securities exchange.

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

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

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

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

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

 If the net proceeds of the Initial Public Offering and the sale
of the private placement units not being held in the trust account are insufficient to allow us to operate during any Extension Period,
it could limit the amount available to fund our search for a target business or businesses and complete our initial business combination,
and we will depend on loans from our sponsor or management team to fund our search and to complete our initial business combination.

 Of the net proceeds of the Initial Public
Offering and the sale of the private placement units and working capital loans drawn to such date, only approximately $39,582 of cash was available to us as of December 31,
2023 outside the trust account to fund our working capital requirements. We believe that, upon the closing of the Initial Public
Offering, the funds available to us outside of the trust account, together with funds available from loans from our sponsor, members
of our management team or any of their affiliates will be sufficient to allow us to operate during any Extension Period; however,
our estimate may not be accurate, and our sponsor, members of our management team or any of their affiliates are under no obligation
to advance funds to us in such circumstances. Of the funds available to us, we expect to use a portion of the funds available to us
to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down
payment or to fund a "no-shop" provision (a provision in letters of intent designed to keep target businesses from
"shopping" around for transactions with other companies or investors on terms more favorable to such target businesses)
with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered
into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to
forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for,
or conduct due diligence with respect to, a target business.

 In the event that our expenses exceed our funds
not to be held in the trust account, unless funded by the proceeds of loans available from our sponsor, members of our management team
or any of their affiliates, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount.

 If we are required to seek additional capital,
we would need to borrow funds from our sponsor, members of our management team or any of their affiliates or other third parties to operate
or may be forced to liquidate.

 Neither our sponsor, members of our management
team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances may be repaid
only from funds held outside the trust account or from funds released to us upon completion of our initial business combination. Up to
$1,500,000 of such loans may be convertible into private placement units at a price of $10.00 per unit at the option of the lender. The
private placement units are identical to the public units sold in the Initial Public Offering, subject to certain limited exceptions as
described in this Annual Report on Form 10-K. Prior to the completion of our initial business combination, we do not expect to seek loans
from parties other than our sponsor, members of our management team or any of their affiliates as we do not believe third parties will
be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. If we do not
complete our initial business combination within the required time period because we do not have sufficient funds available to us, we
will be forced to cease operations and liquidate the trust account. Consequently, our public shareholders may only receive an estimated
$10.00 per public share, or possibly less, on our redemption of our public shares, and our warrants will expire worthless. See "-
If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per-share redemption amount
received by shareholders may be less than $10.00 per public share" below and other risk factors herein.

 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 share price of our securities, which could cause you to lose some or
all of your investment.

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

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

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

 Our placing of funds in the trust account may not
protect those funds from third party claims against us. Since the consummation of the Initial Public Offering, we have sought and will
continue to seek to have vendors, service providers, 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. However, in certain instances we have not been able to obtain such a waiver in agreements that we have executed.
Further, under certain circumstances parties that have executed such a waiver 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 determining whether to enter into an agreement with a third party that refuses to execute
a waiver of such claims to the monies held in the trust account, our management has and will consider whether competitive alternatives
are reasonably available to us, and have historically only entered into agreements with third parties without such a waiver in situations
where management believes that such third party's engagement is in the best interests of the Company under the circumstances.

 Examples of possible instances where we may engage
a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills
are believed by our management team to be significantly superior to those of other consultants that would agree to execute a waiver or
in cases where our management team is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee
that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we
are unable to complete the initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in
connection with the initial business combination, we may be required to provide for payment of claims of creditors that were not waived
that may be brought against us within the 10 years following redemption. Although no such claims have been brought against us or threatened
to date, the per-share redemption amount received by public shareholders could be less than the $10.00 per public share initially held
in the trust account, due to claims of such creditors to the extent they are brought in the future. Pursuant to a letter agreement, our
sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold
to us, or a prospective target business with which we entered into a written letter of intent, confidentiality or other similar agreement
or business combination agreement, reduce the amounts in the trust account to below the lesser of (i) $10.00 per public share and (ii)
the actual amount per share held in the trust account as of the date of the liquidation of the trust account if less than $10.00 per public
share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims
by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether
or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the Initial Public Offering
against certain liabilities, including liabilities under the Securities Act.

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

 Since only holders of our founder shares will have the right
to vote on the appointment of directors, since our shares are on the NYSE American, the NYSE American may consider us to be a 'controlled
company' within the meaning of the NYSE American rules and, as a result, we may qualify for exemptions from certain corporate governance
requirements.

 Prior to our initial business combination only
holders of our founder shares will have the right to vote on the appointment of directors. As a result, the NYSE American may consider
us to be a 'controlled company' within the meaning of the NYSE American corporate governance standards. Under the NYSE American
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 American;

 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 American, 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 American corporate governance requirements.

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

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

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

 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.

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

 The proceeds held in the trust account were 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. On March 28, 2023, the Company
initiated the process of converting all of the assets held in the trust account into cash, which was deposited in a non-interest bearing
account. On May 4, 2023, the Company deposited the assets held in the trust account in an interest-bearing demand deposit account at a bank. Interest
on such deposit account is expected to be approximately 4.6% per annum, but such deposit account carries a variable rate and the Company
cannot provide assurances that such rate will not decrease or increase significantly. While short-term U.S. government treasury obligations
currently yield a positive rate of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe
and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the
possibility that it may in the future adopt similar policies in the United States. In the event that we are unable to complete our initial
business combination or make certain amendments to our amended and restated memorandum and articles of association, our public shareholders
are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of taxes paid or
payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest). Negative interest rates
could reduce the value of the assets held in trust such that the per-share redemption amount received by public shareholders may be less
than $10.00 per share.

 We may issue our shares to investors in connection with our initial
business combination at a price which is less than the prevailing market price of our shares at that time.

 In connection with our initial business combination,
we may issue shares to investors in private placement transactions (so-called PIPE transactions) at a price of $10.00 per share. A purpose
of such issuances may be to enable us to provide sufficient liquidity to the post-business combination entity. The price of the shares
we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time.

 If, after we distribute the proceeds in the trust account to
our public shareholders, we file a bankruptcy, petition or an involuntary bankruptcy or petition is filed against us that is not dismissed,
a bankruptcy or 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, petition or an involuntary bankruptcy, petition is filed against us that is
not dismissed, any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either
a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy 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, petition or an involuntary bankruptcy, petition is filed against us that is not dismissed,
the claims of creditors in such proceeding may have priority over the claims of our shareholders and the per-share amount that would otherwise
be received by our shareholders in connection with our liquidation may be reduced.

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

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

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

 restrictions on the nature of
our investments; and

 restrictions on the issuance
of securities, each of which may make it difficult for us to complete our initial business combination.

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

 registration as an investment
company 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.

 We do not believe that our anticipated principal
activities will subject us to the Investment Company Act. To this end, the proceeds held in the trust account were invested in United
States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180
days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest
only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other
securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring
and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity
fund), we intend to avoid being deemed an "investment company" within the meaning of the Investment Company Act. An investment
in our securities is not intended for persons who are seeking a return on investments in government securities or investment securities.
The trust account is intended as a holding place for funds pending the earliest to occur of either: (i) the completion of our initial
business combination; (ii) the redemption of any public shares properly tendered in connection with a shareholder vote to amend our amended
and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to provide for the redemption
of our public shares in connection with an initial business combination; or (iii) absent an initial business combination by August 2,
2024, our return of the funds held in the trust account to our public shareholders as part of our redemption of the public shares. If
we do not invest the proceeds as discussed above, we may be deemed to be subject to the Investment Company Act. If we were deemed to be
subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which
we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business
combination, our public shareholders may only receive their pro rata portion of the funds in the trust account that are available for
distribution to public shareholders, and our warrants will expire worthless.

 Changes in laws or regulations, or a failure to comply with any
laws and regulations, may adversely affect our business, including our ability to consummate 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 are required to comply with certain SEC and other legal requirements. Compliance
with, and monitoring of, applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their
interpretation and application may also change from time to time and those changes could have a material adverse effect on our business,
investments and results of operations. In addition, a failure to comply with applicable laws or regulations, as interpreted and applied,
could have a material adverse effect on our business, including our ability to consummate our initial business combination, and results
of operations.

 If we are unable to consummate an initial business combination
by August 2, 2024, our public shareholders may be forced to wait beyond such date before redemption from our trust account.

 If we are unable to consummate an initial business
combination by August 2, 2024, the proceeds then on deposit in the trust account, including interest (less up to $100,000 of interest
to pay dissolution expenses and net of taxes paid or payable), 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 pursuant to 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
August 2, 2024, 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 prior thereto 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 are unable to complete our initial business combination.

 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 business combination.

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

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

 Prior to the completion of 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 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. Accordingly, you
may not have any say in the management of our company prior to the consummation of an initial business combination.

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

 We are not registering the Class A ordinary shares
issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time. However, under the terms of
the warrant agreement, we have agreed to use our commercially reasonable efforts to file a registration statement under the Securities
Act covering such shares as soon as practicable, but in no case less than 20 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 the Class A ordinary shares issuable
upon exercise of the warrants until the expiration or redemption of the warrants in accordance with the provisions of the warrant agreement.
We may not able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth
in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current,
complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the
Securities Act, we will be required to permit holders to exercise their warrants on a cashless basis. However, no warrant will be exercisable
for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants, unless
the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder,
unless an exemption is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any exercise of a warrant
not listed on a national securities exchange such that they satisfy the definition of a "covered security" under Section 18(b)(1)
of the Securities Act, we may, at our option, require holders of public warrants who exercise their warrants to do so on a "cashless
basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or
maintain in effect a registration statement, but we will use our reasonable best efforts to register or qualify the shares under applicable
blue sky laws to the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities
or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying the warrants
under the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered
or qualified or exempt from registration or qualification, the holder of such warrant will not be entitled to exercise such warrant and
such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase of units
will have paid the full unit purchase price solely for the Class A ordinary shares included in the units. There may be a circumstance
where an exemption from registration exists for holders of our private placement warrants to exercise their warrants while a corresponding
exemption does not exist for holders of the warrants included as part of units sold. In such an instance, our sponsor and its transferees
(which may include our management team) would be able to exercise their warrants and sell the ordinary shares underlying their warrants
while holders of our public warrants would not be able to exercise their warrants and sell the underlying ordinary shares. If and when
the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying
securities for sale under all applicable state securities laws.

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

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

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

 If holders of private placement warrants elect
to exercise them on a cashless basis, they would pay the exercise price by surrendering their warrants for that number of Class A ordinary
shares equal to the quotient obtained by dividing (x) the product of the number of Class A ordinary shares underlying the warrants, multiplied
by the excess of the "historical fair market value" over the exercise price of the warrants by (y) the historical fair market
value. The "historical fair market value" will mean the average reported closing price of the Class A ordinary shares for
the 10 trading days ending on the third trading day prior to the date on which the notice of warrant exercise is sent to the warrant agent.
The reason that we have agreed that these warrants will be exercisable on a cashless basis so long as they are held by the sponsor or
its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination.
If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to
have policies in place that restrict insiders from selling our securities except during specific periods.

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

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

 The grant of registration rights to our 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.

 Pursuant to an agreement entered into concurrently
our the Initial Public Offering, our initial shareholders, and their permitted transferees can demand that we register the Class A ordinary
shares into which founder shares are convertible, the private placement units, the private placement shares, and 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 their permitted transferees are registered for resale.

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

 We may pursue business combination opportunities
in any industry, sector, or geographic region, except that we will not, under our amended and restated memorandum and articles of association,
be permitted to effectuate our initial business combination solely with another blank check company or similar company with nominal operations.
Because we have not yet selected or approached any specific target business with respect to a business combination, there is no basis
to evaluate the possible merits or risks of any particular target business's operations, results of operations, cash flows, liquidity,
financial condition or prospects. To the extent we complete our initial business combination, we may be affected by numerous risks inherent
in the business operations with which we combine. For example, if we combine with a financially unstable business or an entity lacking
an established record of sales or earnings, we may be affected by the risks inherent in the business and operations of a financially unstable
or a development stage entity. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target
business, we may not properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due
diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances
that those risks will adversely impact a target business. An investment in our units may not ultimately prove to be more favorable to
investors than a direct investment, if such opportunity were available, in a business combination partner. 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 unless they are able to successfully claim that the reduction was
due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully
bring a private claim under securities laws that the proxy solicitation or tender offer materials, as applicable, relating to the business
combination contained an actionable material misstatement or material omission.

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

 We will consider a business combination outside
of our founders' area of expertise if a business combination target is presented to us and we determine that such candidate offers
an attractive acquisition opportunity for our company. Although our management team will endeavor to evaluate the risks inherent
in any particular business combination partner, we may not adequately ascertain or assess all of the significant risk factors. We also
cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors than a direct investment,
if an opportunity were available, in a business combination partner. In the event we elect to pursue an acquisition outside of the areas
of our founders' expertise, our founders' expertise may not be directly applicable to its evaluation or operation, and the
information contained in this Annual Report on Form 10-K regarding the areas of our founders' expertise would not be relevant to
an understanding of the business that we elect to acquire. As a result, our management team may not be able to adequately ascertain or
assess all of the significant risk factors. Accordingly, any holders who choose to retain their securities following our 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 unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care
or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the proxy solicitation
or tender offer materials, as applicable, relating to the business combination contained an actionable material misstatement or material
omission.

 Although we have identified general criteria that we believe
are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does
not meet such criteria, 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.

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

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

 Unless we complete our initial business combination
with an affiliated entity, we are not required to obtain an opinion from an independent accounting firm or independent investment banking
firm which 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 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.

of association authorizes the issuance of up to 200,000,000 Class A ordinary shares, par value $0.0001 per share, 20,000,000 Class B ordinary
shares, par value $0.0001 per share, and 1,000,000 preference shares, par value $0.0001 per share. Currently there are 171,250,000 and
12,812,500 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available for issuance which amount
includes shares reserved for issuance upon exercise of outstanding warrants or shares issuable upon conversion of the Class B ordinary
shares, if any. The Class B ordinary shares are automatically convertible into Class A ordinary shares at the time of our initial business
combination as described herein and in our amended and restated memorandum and articles of association. As of the date of this Annual
Report on Form 10-K, there will be 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 to redeem the warrants as described in "Description
of Securities - Warrants - Public Shareholders' Warrants - Redemption of warrants for
Class A ordinary shares when the price per Class A ordinary share equals or exceeds $10.00" 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
as set forth herein. However, our amended and restated memorandum and articles of association provides, among other things, that prior
to the completion of our initial business combination, we may not issue additional securities that would entitle the holders thereof to
(i) receive funds from the trust account or (ii) vote on any initial business combination or on any other proposal presented to shareholders
prior to or in connection with the completion of an initial business combination. These provisions of our amended and restated memorandum
and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be amended with
a shareholder vote. The issuance of additional ordinary or preference shares:

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

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

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

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

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

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

 Our initial shareholders may receive additional Class A ordinary
shares if we issue shares to consummate an initial business combination.

 The founder shares will automatically convert into
Class A ordinary shares on the first business day following the consummation 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 as of this Annual Report on Form 10-K(excluding
the private placement shares underlying the private placement units), plus (ii) the sum of the total number of Class A ordinary shares
issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by
the Company in connection with or in relation to the consummation of the initial business combination, excluding any Class A ordinary
shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, deemed issued, or to be issued,
to any seller in the initial business combination and any private placement units issued to our sponsor, members of our management team
or any of their affiliates upon conversion of working capital loans. In no event will the Class B ordinary shares convert into Class A
ordinary shares at a rate of less than one to one.

 Resources could be wasted in researching acquisitions that are
not completed, which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we
do not complete our initial business combination within the required time period, our public shareholders may receive only approximately
$10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless.

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

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

 Because we are a blank check company with no current
active operating business, we believe that it is likely that we are classified as a passive foreign investment company, or "PFIC,"
for U.S. federal income tax purposes. If we have been a PFIC for any taxable year (or portion thereof) that is included in the holding
period of a beneficial owner of our Class A ordinary shares or warrants who or that is a "U.S. Holder" as that term is defined
by the Internal Revenue Service, such U.S. Holder may be subject to certain adverse U.S. federal income tax consequences and may be subject
to additional reporting requirements, including as a result of the Domestication. The PFIC rules are complex and will depend on a holder's
particular circumstances. All holders are strongly urged to consult their tax advisors regarding the application and effect of the PFIC
rules, including the applicability and effect of U.S. federal, state and local and non-U.S. income and other tax laws.

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

 We may, in connection with our initial business
combination and subject to requisite shareholder approval under the Companies Act, reincorporate in the jurisdiction in which the target
company or business is located or in another jurisdiction. The transaction may require a shareholder or warrant holder to recognize taxable
income in the jurisdiction in which the shareholder or warrant holder is a tax resident or in which its members are resident if it is
a tax transparent entity. We do not intend to make any cash distributions to shareholders or warrant holders to pay such taxes. Shareholders
or warrant holders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.
In addition, regardless of whether we reincorporate in another jurisdiction, we could be treated as tax resident in the jurisdiction in
which the partner company or business is located, which could result in adverse tax consequences to us (e.g., taxation on our worldwide
income in such jurisdiction) and to our shareholders or warrant holders (e.g., withholding taxes on dividends and taxation of disposition
gains).

 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.

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

 For a more detailed discussion, see the section
of Exhibit 4.5 of this Annual Report on Form 10-K captioned "Certain Differences in Corporate Law."

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

 Information regarding performance by, or businesses
associated with, our management team and their affiliates is presented for informational purposes only. Any past experience and performance
of our management team and their affiliates is not a guarantee either: (1) that we will be able to successfully identify a suitable candidate
for our initial business combination; or (2) of any results with respect to any initial business combination we may consummate. You should
not rely on the historical record of our management team or their affiliates' performance as indicative of the future performance
of an investment in us or the returns we will, or are likely to, generate going forward. None of our sponsor, officers or directors has
had experience with a blank check company or special purpose acquisition company in the past.

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

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

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

 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 our business combination. Such negotiations would take place simultaneously with the negotiation of our business combination
and could provide for such individuals to receive compensation in the form of cash payments and/or our securities for services they would
render to us after the completion of the business combination. Such negotiations also could make such key personnel's retention
or resignation a condition to any such agreement. The personal and financial interests of such individuals may influence their motivation
in identifying and selecting a target business. In addition, pursuant to an agreement to be entered into on or prior to the closing of
the Initial Public Offering, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate
three individuals for election to our board of directors, as long as the sponsor holds any securities covered by the registration and
shareholder rights agreement, which is described under the section of Exhibit 4.5 of this Annual Report on Form 10-K entitled "Registration
and Shareholder Rights."

 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 security holders who choose to retain their securities following
our initial business combination could suffer a reduction in the value of their securities. Such security holders are unlikely to have
a remedy for such reduction in value.

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

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

 Our executive officers and directors will allocate their time
to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict
of interest could have a negative impact on our ability to complete our initial 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 which may have a negative impact on our
ability to complete our initial business combination. For a complete 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 blank check company, and, accordingly,
may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

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

 In addition, our founders and our directors and
officers expect in the future to become affiliated with other public blank check companies that may have acquisition objectives that are
similar to ours. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should
be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to such other blank check
companies, prior to its presentation to us, subject to our officers' and directors' fiduciary duties under Cayman Islands
law. Our amended and restated memorandum and articles of association provide that, to the fullest extent permitted by applicable law:
(i) no individual serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to
refrain from engaging directly or indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce
any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be
a corporate opportunity for any director or officer on the one hand, and us, on the other.

 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."

 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.

 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 "Certain Differences in Corporate
Law - Shareholders' Suits" in Exhibit 4.5 of this Annual Report on Form 10-K 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 herein. Our sponsor and our officers and directors may sponsor or form other special purpose acquisition companies similar
to ours or may pursue other business or investment ventures during the period in which we are seeking an initial business combination.
Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware
of any specific opportunities for us to complete our initial business combination with any entities with which they are affiliated, and
there have been no substantive discussions concerning a business combination with any such entity or entities.

 Although we will not be specifically focusing on,
or pursuing, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity
met our criteria for a business combination as set forth in "Item 1. Business" 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
which 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.

 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.

 On October 30, 2020, our sponsor paid $25,000,
or approximately $0.0035 per share, to cover for certain offering expense in consideration for 7,187,500 founder shares. 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 within the allocated time. In addition, our sponsor purchased
800,000 private placement units concurrently with the Initial Public Offering for an aggregate purchase price of $8,000,000. If we do
not consummate an initial business within the allocated time period from the Initial Public Offering, the private placement units (and
the underlying securities) will expire worthless. In addition, we may obtain loans from our sponsor, affiliates of our sponsor or an executive
officer or director. The personal and financial interests of our executive officers and directors may influence their motivation in identifying
and selecting a target business combination, completing an initial business combination and influencing the operation of the business
following the initial business combination. This risk may become more acute as the end of any Extension Period nears, which is the deadline
for our consummation of an initial business combination.

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

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

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

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

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

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

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

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

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

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

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

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

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

 The net proceeds from the Initial Public Offering
and the sale of the private placement units, after taking into account redemptions from our Third General Meeting, provided us with approximately
$16,958,072 that we may use to complete our initial business combination.

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

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

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

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

 We may attempt to simultaneously complete business combinations
with multiple prospective partners, 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 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 officers and directors will endeavor
to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant
risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control
and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

 We may 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.

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

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

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

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

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

 We 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.

of association will not provide a specified maximum redemption threshold, except that in no event will we redeem our public shares in
an amount that would cause our net tangible assets to be less than $5,000,001 (so that we do not then become subject to the SEC's
"penny stock" rules). As a result, we may be able to complete our initial business combination even though a substantial majority
of our public shareholders do not agree with the transaction and have redeemed their shares or, if we 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 any
of their affiliates. In the event the aggregate cash consideration we would be required to pay for all Class A ordinary shares that are
validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination
exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all Class A ordinary
shares submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

 In order to effectuate an initial business combination, blank
check companies have, in the recent past, amended various provisions of their charters and other governing instruments, including their
warrant agreements. We may seek to amend our amended and restated memorandum and articles of association or governing instruments in a
manner that will make it easier for us to complete our 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 a business combination and, with respect to their warrants, amended
their warrant agreements to require the warrants to be exchanged for cash and/or other securities. Amending our amended and restated
memorandum and articles of association will require at least a special resolution of our shareholders as a matter of Cayman Islands
law, meaning the approval of holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the
company, and amending our warrant agreement will require a vote of holders of at least 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 will require us to provide our public shareholders with the opportunity to redeem
their public shares for cash if we propose an amendment to our amended and restated memorandum and articles of association (A) that
would modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to
redeem 100% of our public shares if we do not complete our initial business combination during any Extension Period or (B) with
respect to any other provision relating to the rights of holders of our Class A ordinary shares or pre-initial business combination
activity. To the extent any of such amendments would be deemed to fundamentally change the nature of any of the securities offered
through this registration statement, we would register, or seek an exemption from registration for, the affected securities.

 The provisions of our amended and restated memorandum and articles
of association that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release
of funds from our trust account) may be amended with the approval of a special resolution which requires the approval of the holders of
at least two-thirds of our outstanding 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 provides that any of its provisions related to pre-business combination activity (including the requirement
to deposit proceeds of the Initial Public Offering and the sale of the private placement units 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 outstanding 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 holders representing at least two-thirds of our issued and outstanding Class B ordinary
shares. We may not issue additional securities that would entitle the holders thereof, prior to our initial business combination, to:
(i) receive funds from the trust account or (ii) vote as a class with our public shares (A) on any initial business combination or (B)
to approve an amendment to our amended and restated memorandum and articles of association to (1) extend the time we have to consummate
a business combination beyond 24 months from the closing of the Initial Public Offering or during any Extension Period, or (2) amend the
foregoing provisions. Our initial shareholders, and their permitted transferees, if any, who will collectively beneficially own, on an
as-converted basis, at least 20% of our Class A ordinary shares upon the closing of the Initial Public Offering (excluding the private
placement shares underlying the private placement units and assuming they do not purchase any units in the Initial Public Offering), 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 will govern our pre-business combination behavior more easily than some other blank check companies,
and this may increase our ability to complete our initial business combination with which you do not agree. Our shareholders may pursue
remedies against us for any breach of our amended and restated memorandum and articles of association.

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

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

 Certain agreements, including the letter agreement,
registration rights agreement, and underwriting agreement may be amended without shareholder approval. These agreements contain various
provisions, including transfer restrictions on our founder shares and private placement units and the securities included therein, that
our public shareholders might deem to be material. While we do not expect our board of directors to approve any amendment to any of these
agreements prior to our initial business combination, it may be possible that our board of directors, in exercising its business judgment
and subject to its fiduciary duties, chooses to approve one or more amendments to any such agreement in connection with the consummation
of our initial business combination. Any such amendments would not require approval from our shareholders, may result in the completion
of our initial business combination that may not otherwise have been possible, and may have an adverse effect on the value of an investment
in our securities.

 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 are unable to complete our initial business combination, our public shareholders may receive
only approximately $10.00 per public share, or less in certain circumstances, on the liquidation of our trust account and our warrants
will expire worthless.

 Although we believe that the net proceeds of the
Initial Public Offering and the sale of the private placement units will be sufficient to allow us to complete our initial business combination,
because we have not yet selected any prospective target business we cannot ascertain the capital requirements for any particular transaction.
If the net proceeds of the Initial Public Offering and the sale of the private placement units 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. Such financing may not be available on acceptable terms, if
at all. The current economic environment may make difficult for companies to obtain acquisition financing. To the extent that additional
financing proves to be unavailable when needed to complete our 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 do not complete
our initial business combination within the required time period, our public shareholders may receive only approximately $10.00 per public
share, or less in certain circumstances, on the liquidation of our trust account and our warrants will expire worthless. 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.

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

 As of the date of this Annual Report on Form 10-K,
our initial shareholders own, on an as-converted basis, approximately 78.9% of our issued and outstanding ordinary shares (excluding
the private placement shares underlying the private placement units and assuming they do not purchase any units in the Initial Public
Offering). Accordingly, they may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that
you do not support, including amendments to our amended and restated memorandum and articles of association. If our initial shareholders
purchases any units on the public market or if our initial shareholders purchases any additional Class A ordinary shares in the aftermarket
or in privately negotiated transactions, this would increase their control. Neither our sponsor nor, to our knowledge, any of our officers
or directors, have any current intention to purchase additional securities, other than as disclosed in this Annual Report on Form 10-K.
Factors that would be considered in making such additional purchases would include consideration of the current trading price of our
Class A ordinary shares. In addition, our board of directors, whose members were elected by our sponsor, is and will be divided into
three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year.
We may not hold an annual general meeting to appoint new directors prior to the completion of our 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
general meeting, as a consequence of our "staggered" board of directors, only a minority of the board of directors will be
considered for election and our sponsor, because of its ownership position, will control the outcome, as only holders of our Class B
ordinary shares will have the right to vote on the election of directors and to remove directors prior to our initial business combination.
Accordingly, our sponsor will continue to exert control at least until the completion of our initial business combination. In addition,
we have agreed not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor.

 Our sponsor contributed $25,000, or approximately $0.0035 per
founder share, and, accordingly, you will experience immediate and substantial dilution from the purchase of our Class A ordinary shares.

 The difference between the public offering price
per share (allocating all of the unit purchase price to the Class A ordinary share and none to the warrant included in the unit) and the
pro forma net tangible book value per Class A ordinary share after the Initial Public Offering constitutes the dilution to you and the
other investors. Our sponsor acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon Initial
Public Offering, and assuming no value is ascribed to the warrants included in the units, you and the other public shareholders will incur
an immediate and substantial dilution of approximately 93.9% (or $9.39 per share, assuming no exercise of the underwriters' over-allotment
option), the difference between the pro forma net tangible book value per share of $0.61 and the initial offering price of $10.00 per
unit. This dilution would increase to the extent that the anti-dilution provisions of the founder shares result in the issuance of Class
A ordinary shares on a greater than one-to-one basis upon conversion of the founder shares at the time of our initial business combination
and would become exacerbated to the extent that public shareholders seek redemptions from the trust for their public shares. In addition,
because of the anti-dilution protection in the founder shares, any equity or equity-linked securities issued in connection with our initial
business combination would be disproportionately dilutive to our Class A ordinary shares.

 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
or correct any mistake, including to conform the provisions of the warrant agreement to the description of the terms of the warrants and
the warrant agreement set forth in this Annual Report on Form 10-K, 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.
We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.

 In connection with the potential Business Combination
with SST, we will ask warrant holders to vote upon a warrant amendment, pursuant to which each of
the outstanding public warrants will be cancelled and exchanged for shares of the surviving entity of the Business Combination. If such
warrant amendment is not approved, we have the ability to redeem outstanding warrants at any time after they become exercisable and prior
to their expiration, at a price of $0.01 per warrant, provided that the last sale price of our Class A ordinary shares or Class A common
stock, as applicable, equals or exceeds $18.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations
and the like) on each of 20 trading days within a 30 trading-day period ending on the third trading day prior to the date on which notice
of such redemption is given. We will not redeem the warrants unless an effective registration statement under the Securities Act covering
the Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those Class A common
stock is available throughout the 30-day redemption period, except if 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 by us, we may exercise our redemption
right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws.

 Redemption
of the outstanding warrants 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, is likely
to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long
as they are held by their initial purchasers or their permitted transferees.

 In addition,
if the Warrant Amendment is not approved, we may redeem your warrants after they become exercisable for a number of Class A ordinary shares
or Class A common stock, as applicable, determined based on the redemption date and the fair market value of our Class A ordinary shares
or Class A common stock, as applicable. Any such redemption may have similar consequences to a cash redemption described above. In addition,
such redemption may occur at a time when the warrants are "out-of-the-money," in which case you would lose any potential embedded
value from a subsequent increase in the value of the Class A ordinary shares or Class A common stock, as applicable, had your warrants
remained outstanding.

 In the event
that we elect to redeem all of the redeemable warrants, we will fix a date for the redemption. Pursuant to the terms of the warrant agreement,
notice of redemption will be mailed by first class mail, postage prepaid, by the Company not less than 30 days prior to the redemption
date to the registered holders of the redeemable warrants to be redeemed at their last addresses as they appear on the registration books.
Any notice mailed in the manner provided in the warrant agreement will be conclusively presumed to have been duly given whether or not
the registered holder received such notice.

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

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

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

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

 Notwithstanding the foregoing, these provisions
of the warrant agreement will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim
for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing
or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions
in our warrant agreement. If any action, the subject matter of which is within the scope 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. In addition, this choice-of-forum provision may result in our warrant holders incurring increased costs to bring an action,
proceeding or claim due to, but not limited to, the warrant holder's physical location or knowledge of the applicable laws, when
the courts of the State of New York or the United States District Court for the Southern District of New York is the exclusive forum.
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 team 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
Reference Value equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations
and the like). Please see "Description of Securities - Warrants - Public Shareholders' Warrants - Redemption
of warrants for Class A ordinary shares when the price per Class A ordinary share equals or exceeds $18.00" below.. If and when
the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying
securities for sale under all applicable state securities laws. Redemption of the outstanding warrants as described above could force
you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii)
sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the nominal redemption
price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less than the Market Value
of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our sponsors or their permitted
transferees.

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

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

 We issued public warrants to purchase 9,583,333
of our Class A ordinary as part of the units sold and private placement units of a total of 800,000 at $10.00 per unit. In addition, if
the sponsor makes any working capital loans, it may convert up to $1,500,000 of such loans into up to an additional 150,000 private placement
units, at the price of $10.00 per unit. Our public warrants are also redeemable by us for Class A ordinary shares as described in "Description
of Securities - Warrants - Public Shareholders' Warrants - Redemption of warrants for Class A ordinary
shares when the price per Class A ordinary share equals or exceeds $10.00." To the extent we issue ordinary shares to effectuate
a business transaction, the potential for the issuance of a substantial number of additional Class A ordinary shares upon exercise of
these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase
the number of issued and outstanding Class A ordinary shares and reduce the value of the Class A ordinary shares issued to complete the
business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of
acquiring the target business.

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

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

 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 our proposed business combination include historical and/or pro forma financial statement disclosure. We will
include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under
the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting
principles generally accepted in the United States of America, or GAAP, or international financial reporting standards as issued by the
International Accounting Standards Board, or IFRS, depending on the circumstances and the historical financial statements may be required
to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial
statement requirements may limit the pool of potential target businesses we may acquire because some partners 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
during any Extension Period.

 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 the end of any second quarter of a fiscal year, in which case we would
no longer be an emerging growth company as of the end of such fiscal year. We cannot predict whether investors will find our securities
less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance
on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading
market for our securities and the trading prices of our securities may be more volatile.

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

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

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

 Section 404 of the Sarbanes-Oxley Act requires
that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December
31, 2022. Only in the event we are deemed to be a large accelerated filer or an accelerated filer and no longer qualify as an emerging
growth company, will we be required to comply with the independent registered public accounting firm attestation requirement on our internal
control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley
Act particularly burdensome on us as compared to other public companies because a target business with which we seek to complete our initial
business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls.
The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and
costs necessary to complete any such acquisition.

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

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

 Our corporate affairs and the rights of shareholders
will be governed by our amended and restated memorandum and articles of association, the Companies Act (as the same may be supplemented
or amended from time to time) and the common law of the Cayman Islands. We will also be subject to the federal securities laws of the
United States. The rights of shareholders to take action against the directors, actions by minority shareholders and the fiduciary responsibilities
of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law
of the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands as well as from English common
law, the decisions of whose courts are of persuasive authority, but are not binding on a court in the Cayman Islands. The rights of our
shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are different from what they would be under
statutes or judicial precedent in some jurisdictions in the United States. In particular, the Cayman Islands has a different body of securities
laws as compared to the United States, and certain states, such as Delaware, may have more fully developed and judicially interpreted
bodies of corporate law. In addition, Cayman Islands companies may not have standing to initiate a shareholders derivative action in a
Federal court of the United States. For a more detailed discussion of the principal differences between the provisions of the Companies
Act applicable to us and, for example, the laws applicable to companies incorporated in the United States and their shareholders, see
the section of this Annual Report on Form 10-K captioned "Certain Differences in Corporate Law."

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

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

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

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

of association will contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their
best interests. These provisions will include a staggered board of directors, the ability of the board of directors to designate the terms
of and issue new series of preference shares, and the fact that prior to the completion of our 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 our management team and may discourage transactions that otherwise could involve payment of a premium
over prevailing market prices for our securities.

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

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

 Risks 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 a company with operations
or opportunities outside of the United States for our initial business combination, we would be subject to risks associated with cross-border
business combinations, including in connection with investigating, agreeing to and completing our initial business combination, conducting
due diligence in a foreign 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 United States tax laws;

 currency fluctuations and exchange
controls;

 rates of inflation;

 challenges in collecting accounts
receivable;

 cultural and language differences;

 employment regulations;

 underdeveloped or unpredictable
legal or regulatory systems;

 corruption;

 protection of intellectual property;

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

 regime changes and political
upheaval;

 terrorist attacks, natural disasters,
pandemics and wars;

 and deterioration of political
relations with the United States.

 We may not be able to adequately address these
additional risks. If we were unable to do so, we may be unable to complete such 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 team following our initial business combination
is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could
lead to various regulatory issues.

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

 After our initial business combination, substantially all of
our assets may be located in a foreign country and substantially all of our revenue may be derived from our operations in 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. partner, 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 partner.

 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.

 Global economic uncertainty caused by political instability,
changes in trade agreements and conflicts, such as the conflict between Russia and Ukraine, could adversely affect the landscape in which
potential targets operate and thus impact our ability to complete the initial business combination.

 Global economic uncertainty caused by political
instability, changes in trade agreements and conflicts, such as the conflict between Russia and Ukraine, could adversely affect the landscape
in which potential targets operate and thus impact our ability to complete the initial business combination. Political developments impacting
government spending, international trade, economic sanctions and resulting inflationary pressures may negatively impact markets and cause
weaker macro-economic conditions. The continuing effect of any or all of these events could adversely impact the landscape in which potential
targets operate and thus our ability to complete an initial business combination with any potential targets we identify who are materially
adversely impacted by the global economic uncertainty.

 Item 1B. Unresolved Staff Comments

 None.

 Item 1C. Cybersecurity

 We are a SPAC with no business operations. Since
our Initial Public Offering, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates.
Therefore, we do not consider that we face significant cybersecurity risk and have not adopted any cybersecurity risk management program
or formal processes for assessing cybersecurity risk. Our board of directors is generally responsible for the oversight of risks from
cybersecurity threats, if there is any. In fiscal year 2023, we did not identify any cybersecurity threats that have materially affected
or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

 Item
2. Properties

 We currently maintain our executive offices at
250 West Nottingham Drive, Suite 400, San Antonio, Texas 78209. The cost for our use of this space is included in the $50,000 per month
fee we will pay to our sponsor for office space, administrative and support services. We consider our current office space adequate for
our current operations.

 Item
3. Legal Proceedings

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

 Item
4. Mine Safety Disclosures

 Not applicable.

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

 (a)
Market Information

 Our units, Class A ordinary shares and warrants
are traded on the New York Stock Exchange under the symbols "BLUA.U", "BLUA" and "BLUA WS", respectively.
Our units commenced public trading on January 29, 2021. Our Class A ordinary shares and warrants began separate trading on March 24,
2021.

 (b)
Holders

 On December 31, 2023, there were two holders of
record of our units, one holder of record of our Class A ordinary shares, four holders of record of our Class B ordinary shares and one
holder of record of our warrants.

 (c)
Dividends

 We have not paid any cash dividends on our ordinary
shares to date and do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash
dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition
subsequent to completion of our initial business combination. The payment of any cash dividends subsequent to our initial business combination
will be within the discretion of our board of directors at such time, and we will only pay such dividend out of our profits or share
premium (subject to solvency requirements) as permitted under Cayman Islands law. Further, if we incur any indebtedness in connection
with a business combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

 (d)
Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 (e)
Performance Graph

 Not applicable.

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

 Not applicable.

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

 None.

 Item
6. Reserved.

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

 References to the "Company,"
"BlueRiver Acquisition Corp." "our," "us" or "we" refer to BlueRiver Acquisition Corp.
The following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction
with the consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in
the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

 Cautionary Note Regarding Forward-Looking
Statements

 This Annual Report on Form 10-K includes
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"),
and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). We have based these forward-looking
statements on our current expectations, assumptions and projections about future events. These forward-looking statements are subject
to known and unknown risks, uncertainties and assumptions about us. No assurance can be given that future results, levels of activity,
performance or achievements expressed or implied by such forward-looking statements will be achieved, and actual results, levels of activity,
performance or achievements could be affected by one or more factors, which could cause them to be materially different from any future
results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you
can identify forward-looking statements by terminology such as "anticipate," "believe," "continue,"
"could," "estimate," "expect," "intends," "may," "might," "plan,"
"possible," "potential," "predict," "project," "should," "would"
or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but
are not limited to, those described in our other SEC filings. All subsequent written or oral forward-looking statements attributable
to us or persons acting on our behalf are qualified in their entirety by this paragraph.

 Overview

 We are a blank check company incorporated
as a Cayman Islands exempted company on October 19, 2020. We were formed for the purpose of effecting a merger, share exchange,
asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the "Business Combination").
We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

 Our sponsor is BlueRiver Ventures, LLC,
a Cayman Islands exempted company (the "Sponsor"). The registration statement for our initial public offering was declared
effective on January 28, 2021 (the "Initial Public Offering"). On February 2, 2021, we consummated our Initial
Public Offering of 28,750,000 units (each, a "Unit" and collectively, the "Units" and, with respect to the Class A
ordinary shares included in the Units being offered, the "Public Shares"), including 3,750,000 additional Units to cover
over-allotments (the "Over-Allotment Units"), at $10.00 per Unit, generating gross proceeds of $287.5 million, and incurring
offering costs of approximately $16.4 million, inclusive of approximately $10.1 million in deferred underwriting commissions (Note 5).

 Simultaneously with the closing of the
Initial Public Offering, we consummated the private placement ("Private Placement") of 800,000 units (each, a "Private
Placement Unit" and collectively, the "Private Placement Units"), at a price of $10.00 per Private Placement Unit with
the Sponsor, generating gross proceeds of approximately $8.0 million (Note 4).

 Upon the closing of the Initial Public
Offering and the Private Placement, $287.5 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of
the proceeds of the Private Placement were placed in a trust account ("Trust Account"), located in the United States at JP
Morgan Chase Bank, N.A. with Continental Stock Transfer & Trust Company acting as trustee, and will be invested only in United
States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended
(the "Investment Company Act"), having a maturity of 185 days or less or in money market funds meeting certain conditions
under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations, as
determined by us, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust
Account as described below.

 Our management has broad discretion with respect
to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Units, 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 one or more initial Business Combinations having an aggregate
fair market value of at least 80% of the net assets held in the Trust Account (excluding the amount of any deferred underwriting discount)
at the time of the signing of the agreement to enter into the initial Business Combination. However, 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 business
or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment
company under the Investment Company Act.

 If we are unable to complete a Business
Combination within the Combination Period (as defined in Note 1), we will (i) cease all operations except for the purpose of winding
up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the
funds held in the Trust Account and not previously released to us to pay our income taxes, if any (less 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 the remaining shareholders and the board of directors,
liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands law to provide for
claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with
respect to our warrants, which will expire worthless if we fail to consummate a Business Combination within the Combination Period.

 Extension of Combination Period and Trust
Account Redemptions

 On January 31, 2023, the Company held an extraordinary
general meeting of shareholders (the "General Meeting") to consider and vote upon a proposal to amend the Company's
amended and restated memorandum and articles of association to: (i) extend from February 2, 2023 to August 2, 2023, the date (the "Termination
Date") by which, if the Company has not consummated a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination involving the Company, with one or more businesses or entities (a "Business Combination"),
the Company must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than
ten business days thereafter, redeem the Class A ordinary shares sold in the Company's initial public offering (the "Public
Shares"); and (c) as promptly as reasonably possible following such redemption, subject to the approval of the Company's
remaining shareholders and the directors, liquidate and dissolve, subject in each case to its obligations under Cayman Islands law to
provide for claims of creditors and in all cases subject to the other requirements of applicable law. In connection with the General
Meeting and vote to extend the Termination Date, shareholders elected to redeem 26,738,255 Public Shares. Following such redemptions,
approximately $20,989,598 million remained in the Trust Account and 2,811,745 Public Shares remain issued and outstanding.

 On August 2, 2023, the Company held an extraordinary
general meeting of shareholders (the "Second General Meeting") to consider and vote upon a proposal to amend BlueRiver's
amended and restated memorandum and articles of association to extend the Termination Date from August 2, 2023 to February 2,
2024. In connection with the Second General Meeting and vote to extend the Termination Date, shareholders elected to redeem 138,816
Public Shares. Following such redemptions, approximately $19,849,725 million remained in the Trust Account and 1,872,928 Public Shares
remain issued and outstanding.

 On February 2, 2024, BlueRiver held an extraordinary
general meeting of shareholders (the "Third General Meeting") to consider and vote upon a proposal to amend BlueRiver's
amended and restated memorandum and articles of association to extend the Termination Date from February 2, 2024, up to 6 times
by an additional 1 month each month after the Original Termination Date, by resolution of our board of directors, upon deposit of $0.025
into the Company's Trust Account for each Public Share that was not redeemed in connection with the Third General Meeting until
August 2, 2024. In connection with the Third General Meeting and vote to extend the Termination Date, shareholders elected to redeem
305,218 Public Shares. Following such redemptions, approximately $16,958,072 remained in the Trust Account and 1,567,710 Public Shares
remained outstanding.

 Proposed Business Combination

 On July 21, 2023, the Company (including the successor
after the Domestication (as defined below), entered into an Agreement and Plan of Merger (the "Merger Agreement") with BLUA
Merger Sub LLC, a Texas limited liability company and wholly-owned subsidiary of the Company ("Merger Sub"), and Spinal Stabilization
Technologies, LLC, a Texas limited liability company ("SST"). Pursuant to the Merger Agreement, (i) the Company will domesticate
from a Cayman Islands exempted company to a Delaware corporation (the "Domestication") and (ii) on the Closing Date, following
the Domestication, Merger Sub will merge with and into SST (the "Merger" and together with the Domestication and the other
transactions contemplated by the Merger Agreement, the "Business Combination") with SST continuing as the surviving entity
of the Merger and a subsidiary of the Company.

 On October 10, 2023, the Company filed a Registration
Statement on form S-4 in relation to the agreement and plan of merger with the Merger Sub, and SST, which Registration Statement has
been subsequently amended but has not yet become effective.

 Liquidity and Going Concern

 As of December 31, 2023, we had approximately
$40,000 in cash and a working capital deficit of approximately $5.2 million.

 Our liquidity needs to date have been
satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder
Shares (as defined below in Note 4), the loan of approximately $79,000 from the Sponsor under the Note (as defined above in Note 4),
and the proceeds from the consummation of the Private Placement not held in the Trust Account. We repaid the Note in full on
February 5, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an
affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, provide us Working Capital Loans
(as defined above in Note 4). On November 9, 2022, we entered into a promissory note agreement ("Sponsor Note") with our
Sponsor, providing us the ability to borrow up to $1.5 million. On November 17, 2022, we drew down $100,000 under the Sponsor Note
agreement. At various dates during the year ended December 31, 2023, the Company drew down an additional $722,500 under the Sponsor
Note agreement. As of December 31, 2023 and 2022, there was $822,500 and $100,000, respectively, outstanding under Working Capital
Loans.

 Management has determined that we do not have sufficient
funds and may need to borrow from our Sponsor to fund our working capital needs until the consummation of an initial Business Combination.

 In connection with the Company's assessment
of going concern considerations in accordance with Financial Accounting Standards Board's ("FASB") accounting Standards
Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern,"
management has determined that the liquidity condition, and mandatory liquidation and subsequent dissolution raises substantial doubt
about the our ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities
should we be required to liquidate after August 2, 2024. The consolidated financial statements do not include any adjustment that might
be necessary if we are unable to continue as a going concern. We intend to complete a Business Combination before the mandatory liquidation
date.

 Results of Operations

 Our entire activity since inception up to December
31, 2023 was in preparation for our formation and the Initial Public Offering, and since the Initial Public Offering, our search for
a prospective target for our Business Combination. We will not be generating any operating revenues until the closing and completion
of our initial Business Combination.

 For the year ended December 31, 2023, we had
net loss of approximately $5.3 million, which consisted of approximately $197,000 change in fair value of derivative liabilities, approximately
$6.9 million in general and administrative expenses and $600,000 in general and administrative expenses to related party, partially offset
by approximately $800 of change in fair value of working capital loans - related party, approximately $2.1 million from investment income
on the Trust Account and gain from extinguishment of deferred underwriting commissions of approximately $362,000.

 For the year ended December 31, 2022, we had net
income of approximately $8.5 million, which consisted of approximately $5.7 million change in fair value of derivative liabilities, approximately
$4.0 million from investment income on the Trust Account, and $800 of change in fair value of working capital loans - related party, partially
offset by approximately $631,000 in general and administrative expenses and $600,000 in general and administrative expenses to related
party.

 Contractual Obligations

 Registration Rights

 The holders of Founder Shares, Private Placement
Units, Private Placement Shares, (as defined above in Note 1) Private Placement Warrants (as defined above in Note 4), Class A ordinary
shares underlying the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any Class A
ordinary shares issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Founder
Shares and upon conversion of the Working Capital Loans), were entitled to registration rights pursuant to a registration and shareholder
rights agreement signed upon consummation of the Initial Public Offering. The holders of these securities were entitled to make up to
three demands, excluding short form demands, that we register such securities. In addition, the holders have certain "piggy-back"
registration rights with respect to registration statements filed subsequent to our completion of its Business Combination. However,
the registration and shareholder rights agreement provides that we will not permit any registration statement filed under the Securities
Act to become effective until termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares,
in accordance with the letter agreement our initial shareholders entered into and (ii) in the case of the Private Placement Warrants
and the respective Class A ordinary shares underlying such warrants, 30 days after the completion of our Business Combination.
We will bear the expenses incurred in connection with the filing of any such registration statements.

 Underwriting Agreement

 We granted the underwriters a 45-day option from
the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments, if
any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment
option on February 2, 2021.

 The underwriters were entitled to an underwriting
discount of $0.20 per Unit, or approximately $5.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In
addition, $0.35 per unit, or approximately $10.1 million in the aggregate will be payable to the underwriters for deferred underwriting
commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event
that we complete a Business Combination, subject to the terms of the underwriting agreement.

 On September 21, 2023, Goldman Sachs & Co. LLC
waived its entitlement to the payment of $10,062,500 deferred underwriting fee in connection with its role as underwriter in the Company's
Initial Public Offering, in respect to any Business Combination.

 Critical Accounting Estimates

 The preparation of our consolidated financial statements
and related disclosures in conformity with accounting principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities
at the date of the consolidated financial statements, and income and expenses during the periods reported. Actual results could materially
differ from those estimates. We have identified the following as our critical accounting estimates:

 Derivative Warrant Liabilities

 We do not use derivative instruments to hedge exposures
to cash flow, market, or foreign currency risks. We evaluate all of our financial instruments, including issued stock purchase warrants,
to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to the Financial
Accounting Standards Board's ("FASB") Accounting Standards Codification ("ASC") Topic 480 "Distinguishing
Liabilities from Equity" ("ASC 480") and FASB ASC Subtopic 815-15 "Derivatives and Hedging - Embedded Derivatives"
("ASC 815"). 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 (the "Public Warrants") and the Private Placement Warrants (as defined in Note 4) (collectively, the "warrants")
are recognized as derivative liabilities in accordance with ASC 815-40. Accordingly, the Company recognizes the warrant instruments as
liabilities at fair value and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised.
The initial fair value of the Public Warrants and the fair value of the Private Placement Warrants has been estimated using a binomial
lattice model in a risk-neutral framework. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee
would result in the Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that
the fair value of each Private Placement Warrant is equivalent to that of each Public Warrant. The fair value of the warrants as of December
31, 2023 and 2022 is based on observable listed prices for such warrants. The determination of the fair value of the warrant liability
may be subject to change as more current information becomes available and accordingly the actual results could differ significantly.
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.

 Working Capital Loans - Related Party

 We have elected the fair value option to account
for its working capital loans-related party with our Sponsor. As a result of applying the fair value option, we record each draw at fair
value with a gain or loss recognized as of December 31, 2023 and 2022, and subsequent changes in fair value are recorded as change in
the fair value of working capital loans-related party on the consolidated statements of operations. It was determined that the conversion
option was de minimis, as such the Company has recorded the Working Capital Loans at par value.

 Non-redemption Agreement

 On January 25, 2023, the Sponsor entered
into Non-Redemption Agreements with various shareholders of the Company pursuant to which these shareholders have committed not to redeem
their BLUA shares in connection with the Special Meeting held on January 31, 2023, but still retained their right to redeem in connection
with the closing of the Business Combination. The commitment to not redeem was accepted by holders of 1,932,000 shares of Class A ordinary
shares. In consideration of this agreement, the Sponsor agreed to transfer a portion of its Class B ordinary shares to the Non-Redeeming
Shareholders at the closing of the Business Combination. Each Shareholder committed to maintain at least 9.9% of the identified stock
and in return will obtain 50,000 of the identified shares as Class B ordinary shares. The Company estimated the aggregate fair value
of the 483,000 founders shares attributable to the Non-Redeeming Shareholders to be $1,842,346 or $3.81 per share. Each Non-Redeeming
Shareholder acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value of the founder
shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was
recognized by the Company as a capital contribution by the Sponsor to induce these holders of the Class A shares not to redeem, with
a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost.

 On July 25, 2023, the Company and the
Sponsor, entered into a non-redemption agreement ("Non-Redemption Agreement") with one or more unaffiliated third party or
parties in exchange for such third party or third parties agreeing not to redeem an aggregate of 200,000 shares of the Company sold in
its initial public offering ("Non-Redeemed Shares") at the special meeting called by the Company (the "Second Special
Meeting") to approve an extension of time for the Company to consummate an initial business combination (the "Second Extension
Proposal") from August 2, 2023 to February 2, 2024 (the "Second Extension"). In exchange for the foregoing commitments
not to redeem such shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 40,000 shares of the
Company held by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed
Shares through the Second Special Meeting. On August 2, 2023, the Company held the Second Special Meeting at which the shareholders
voted to extend the time the Company has to consummate an initial business combination from August 2, 2023 to February 2, 2024.

 Third Special Meeting

 On February 2, 2024, the Company
held the special meeting (the "Third Special Meeting") to approve an extension of time for the Company to consummate an initial
business combination from February 2, 2024 up to August 2, 2024 in one month increments upon the payment of an additional $0.025
per month per each Class A Ordinary Share that was not redeemed in connection with the Third Special Meeting. In connection with such
Third Special Meeting, the holders of an aggregate of 305,218 Class A Ordinary Shares exercised their right to redeem their shares for
an aggregate of approximately $ 3,301,573 in cash held in the trust account. Following the Third Special Meeting, an aggregate of 1,567,710
Class A Ordinary Shares remained outstanding and approximately $16,958,072 remained in the trust account (before the payment of any amounts
on account of extension).

 Recent Accounting Pronouncements

 In June 2016, the FASB issued Accounting Standards
Update ("ASU") 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments ("ASU 2016-13"). This update requires financial assets measured at amortized cost basis to be presented at the
net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including
historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.
Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies.
The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early
adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on
the Company's consolidated financial statements.

 In June 2022, the FASB issued ASU 2022-03, ASC Subtopic 820, "Fair
Value Measurement of Equity Securities Subject to Contractual Sale Restrictions". The ASU amends ASC 820 to clarify that a contractual
sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure requirements for equity
securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders and issuers of equity
and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in fiscal years beginning
after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim and annual consolidated
financial statements that have not yet been issued or made available for issuance. The Company is still evaluating the impact of this
pronouncement on the consolidated financial statements.

 In November 2023, the FASB issued ASU 2023-07,
"Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". The ASU updates reportable segment disclosure
requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.
This update is effective beginning with the Company's 2024 fiscal year annual reporting period, with early adoption permitted. The
Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

 In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information
within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective
for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company's management does not believe the adoption
of ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures.

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

 Off-Balance Sheet Arrangements

 As of December 31, 2023, we did not have
any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

 JOBS Act

 The Jumpstart Our Business Startups Act
of 2012 (the "JOBS Act") contains provisions that, among other things, relax certain reporting requirements for qualifying
public companies. We qualify as an "emerging growth company" and under the JOBS Act are allowed to comply with new or revised
accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption
of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates
on which adoption of such standards is required for non-emerging growth companies. As a result, the consolidated financial statements
may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

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

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 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. Consolidated Financial Statements
and Supplementary Data.

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

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

 None.

 Item
9A. Controls and Procedures

 Evaluation of Disclosure Controls
and Procedures

 Under the supervision and with the participation
of our management, including our principal executive officer and principal financial and accounting officer, we conducted an evaluation
of the effectiveness of our disclosure controls and procedures as of the end of the period ended December 31, 2023, as such term is defined
in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our chief executive officer and chief financial officer
have concluded that during the period covered by this report, our disclosure controls and procedures were effective.

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

 Management's Report on Internal
Controls over Financial Reporting

 As required by SEC rules and regulations
implementing Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of our consolidated 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 consolidated 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
consolidated financial statements.

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

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

 Changes in Internal Control over
Financial Reporting

 There was no change in our internal control
over financial reporting that occurred during the fiscal quarter ended December 31, 2023 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.

 Item
9B. Other Information

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not applicable

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 As
of the date of this Annual Report on Form 10-K, our officers and directors are as follows:

 Name

 Age

 Position

 John
 Gregg

 Co-Chairman
 and Co-Chief Executive Officer

 Randall
 Mays

 Co-Chairman,
 Co-Chief Executive Officer and Chief Financial Officer

 Eric
 Medina

 Managing
 Director, Head of Finance and Corporate Development

 Anne
 Farlow

 Alok
 Sama

 John
 E. Sununu

 Executive
Officers

 John
Gregg, Co-Chairman and Co-Chief Executive Officer

 John
Gregg has been our Co-Chairman and Co-Chief Executive Officer since October 2020. Mr. Gregg has been the founder of
Bluewater Ventures since 2003. Bluewater Ventures represents his family office and focuses on investing in special situations in the
technology, media, telecom and entertainment industries. Mr. Gregg previously held various leadership roles including Head of Corporate
Development and CFO from 1994 to 2003 for NTL Inc (now Virgin Media), a NYSE-listed cable communications company. Mr. Gregg also
served as a Managing Director in charge of corporate finance and development for Cellular Communications Inc, Cellular Communications
Intl, and Cellular Communication Puerto Rico Inc, three Nasdaq-listed companies. He was Managing Director and Chief Restructuring Officer
of Iesy GMBH and the Managing Director of Cablecom GMBH, the largest Swiss broadband provider. Over his 30-year career in the TMT sector,
he has negotiated over 50 acquisitions, divestitures and corporate restructurings and arranged over $18 billion in strategic investments.
He has successfully led operational restructurings in companies varying in size from 500 to 25,000. He was the Vice Chair and co-founder
of Virgin Net and served as the Executive Chairman of Carat Security and Centigon, both providers of global mobile security solutions.
Mr. Gregg received his MBA from Harvard Business School and his undergraduate degree from Georgetown University.

 Randall
Mays, Co-Chairman, Co-Chief Executive Officer and Chief Financial Officer

 Randall
Mays has been our Co-Chairman, Co-Chief Executive Officer and Chief Financial Officer since October 2020. Mr. Mays has
been the Founder & CEO of Running M Capital and Co-Managing Partner of Mays Family Enterprises since 2013. He sits on the boards
of Live Nation Entertainment, Digital Defense, Spinal Stabilization Technologies, BuildGroup Technology Fund, Live Undiscovered Music
(L M), Mind Science Foundation and the Mays Family Foundation. Running M Capital is a private investment firm supporting innovative
and passionate entrepreneurs with novel ideas and technologies. Mays Family Enterprises (MFE) is a family office fund that partners with
trusted and experienced management teams to invest in profitable companies with strong opportunities to grow their core businesses and
pursue new market opportunities. After graduating from Harvard Business School in 1991, Mr. Mays began his career at Goldman Sachs &
Co. working with the mergers and acquisitions team before joining Clear Channel Communications. Mr. Mays spent almost 20 years
at Clear Channel Communications (now iHeartCommunications), a Fortune 500 mass media corporation, holding various leadership roles including
Vice Chairman, President and CFO from 1993 to 2013. During his tenure, Clear Channel Communications (NYSE:CCU) was one of the best performing
stocks for the decade of the 1990's. Mr. Mays helped manage over 40,000 employees, global operations, strategy, corporate
development and capital markets. Since joining the company, Mr. Mays supported Clear Channel Communications' growth from a
handful of radio stations to an enterprise with over 1,200 radio stations, one of the largest outdoor advertising businesses in the world
and the largest live entertainment company. Annual revenue grew during that period from approximately $100 million to over $6.9 billion
in 2008, when the company was sold. While at Clear Channel, Mr. Mays led the strategic initiative to further consolidate the Live
Entertainment business through its wholly owned subsidiary Clear Channel Entertainment. Mr. Mays oversaw its spinout into the publicly
traded company now known as Live Nation Entertainment (NYSE:LVY). During this period, Mr. Mays was the CEO of Clear Channel Entertainment
and served as the Chairman of Live Nation from its inception until its merger with Ticket Master. After stepping down as Chairman in
2010, Mr. Mays has served on the board as Chair of the Nominating and Governance Committee and a member of the Executive Committee.
Mr. Mays also served on the board of Clear Channel Outdoor (NYSE:CCO), XM Satellite Radio, American Tower Corporation, and CNET
Technologies. He has recently joined the Bridge Builders Collaborative, an investment group focused on technology to redefine mindfulness
and social wellness. Mr. Mays received his MBA from Harvard Business School and his undergraduate degree from University of Texas.

 Eric
Medina, Managing Director, Head of Finance and Corporate Development

 Eric
Medina has been our Managing Director, Head of Finance and Corporate Development since October 2020. Mr. Medina previously
worked at Westhook Capital, a private equity fund where he was responsible for sourcing, executing and managing new platform investments,
from 2019 to 2020. Prior to Westhook Capital, Mr. Medina was a Vice President at aPriori Capital Partners, an independent leveraged
buyout fund advisor created in connection with the spin-off of DLJ Merchant Banking Partners from Credit Suisse from 2012 to 2018. Prior
to DLJ Merchant Banking Partners, Eric served as an investment banking analyst in in the TMT group at Credit Suisse. He began his career
as an energy trader with Barclays Capital. Mr. Medina holds a BBA from the Ross School of Business at the University of Michigan.

 Directors

 Anne
Farlow, Director

 Anne
Farlow, a director, is an experienced private equity investment professional and currently serves as Non-Executive Chairman of the
Board of Pershing Square Holdings, Ltd. Ms. Farlow was selected to serve on the Board due to her experience investing in technology,
media and telecommunications industries, her substantial mergers and acquisitions experience and her long history of serving on the boards
of multiple companies. Ms. Farlow, a Hong Kong resident, has been the independent Chairman of Pershing Square Holdings, Ltd.
since 2014. Pershing Square Holdings, Ltd is an investment holding company which is listed in on the London Stock Exchange and on Euronext,
and is a constituent of the FTSE 100 index. Since 2005, she has been an active investor in and nonexecutive director of various unlisted
companies. From 2000 to 2005, she was a director of Providence Equity Partners in London, and was one of the partners responsible for
investing a $2.8 billion fund in telecom and media companies in Europe. From 1992 to 2000, she was a director of Electra Partners
in London and JF Electra in Hong Kong. Prior to working in private equity, Ms. Farlow worked as a banker for Morgan Stanley in New York,
and as a management consultant for Bain and Company in London, Sydney and Jakarta. Ms. Farlow graduated from Cambridge University with
a MA in engineering in 1986 and a MEng in chemical engineering in 1987. She obtained an MBA from Harvard Business School in 1991.

 Alok
Sama, Director

 Alok
Sama, a director, was formerly the President and CFO of SoftBank Group International, where he was responsible for the finance functions
for SoftBank Group International and its operating affiliates. Alok was selected to serve on the Board due to his experience in technology,
media and telecommunications industries, his substantial mergers and acquisitions experience and his long history of serving on the boards
of multiple companies. Alok served as CFO of SoftBank Group International from September 2014 to July 2016 and President and
CFO from July 2016 to April 2019. Alok served as a Senior Advisor of SoftBank Group International from April 2019 to February 2020.
Alok also served as Chief Strategy Officer for SoftBank Group, where his responsibilities included corporate development, M&A, all
proprietary investments and investor relations. While at SoftBank, Alok led the announced $59 billion merger of Sprint and T-Mobile,
SoftBank's $34 billion acquisition of ARM Holdings Plc, the $10 billion disposition of SoftBank's stake in Alibaba
Group Holding, SoftBank's $8.6 billion sale of Supercell Oy to Tencent Holdings, and the restructuring of SoftBank's
holding in Yahoo Japan. He was also responsible for multiple growth capital investments across technology verticals, including ridesharing,
fintech and communications. Alok additionally represented SoftBank as a Board member at ARM Holdings from August 2016 to April 2019,
Fortress Investment Group from June 2018 to May 2019, Brightstar Corp from January 2016 to April 2019, SoftBank Energy
from June 2016 to June 2020, SoFi from October 2018 to September 2020, SoftBank Group Capital and Airtel Africa from
November 2018 to May 2019. Alok has over 30 years of investment banking, capital markets and investment experience in
New York, London and Hong Kong. Prior to his time at SoftBank, Alok was a senior Managing Director at Morgan Stanley. While
at Morgan Stanley, he led the firm's communications practice in Europe and its TMT practice in the Asia-Pacific region. He also
established Morgan Stanley's capital markets business in Asia as well as its investment banking practice in India. His experience
at Morgan Stanley included M&A advisory, IPOs, restructurings and financing transactions for clients in North America, Europe and
Asia. Alok also co-founded Baer Capital Partners, an alternative asset management firm focused on India with over $300 million in
assets, in partnership with the Baer family and Dubai Holdings.

 John
E Sununu, Director

 John
E. Sununu, a director, served as a U.S. Senator from New Hampshire from 2003 to 2009. He was a member of the Committees on Banking,
Commerce, Finance and Foreign Relations, and he was appointed the Congressional Representative to the United Nations General Assembly.
Senator Sununu was selected to serve on the Board due to his experience in government and corporate leadership. Senator Sununu provides
important insights on government relations, public policy and business matters relevant to us. Before his election to the Senate, Senator
Sununu served three terms as a member of the U.S. House of Representatives from New Hampshire's 1 st District from
1996 to 2002, where he was vice chairman of the Budget Committee and a member of the Appropriations Committee. During his twelve years
in Congress, he drafted and helped pass several important pieces of legislation, including the Internet Tax Freedom Act, the Survivors
Benefit Act and the New England Wilderness Act. Prior to serving in Congress, Senator Sununu served as chief financial officer for Teletrol
Systems, a manufacturer of building control systems. Senator Sununu formerly served as a director of Time Warner Cable Inc. He has been
a director of Boston Scientific since 2009 and as Council member of Lloyd's of London since 2019. He received his B.S. and M.S.
degrees in Mechanical Engineering from the Massachusetts Institute of Technology and an M.B.A. from Harvard Business School.

 Number
and Terms of Office of Officers and Directors

 Our
board of directors is divided into three classes, with only one class of directors being appointed in each year, and with each class
(except for those directors appointed prior to our first annual general meeting) serving a three-year term. The term of office of the
first class of directors, consisting of John Sununu will expire at our first general annual meeting. The term of office of the second
class of directors, consisting of Anne Farlow and Alok Sama, will expire at our second annual general meeting. The term of office of
the third class of directors, consisting of John Gregg and Randall Mays, will expire at our third annual general meeting.

 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.

 Pursuant
to an agreement, our sponsor, upon and following consummation of an initial business combination, will be entitled to nominate three
individuals for appointment to our board of directors, as long as the sponsor holds any securities covered by the registration and shareholder
rights agreement.

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

Independence

 The
NYSE American's listing standards require that a majority of our board of directors be independent. An "independent director"
is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having
a relationship with the company which in the opinion of the company's board of directors, could interfere with the director's
exercise of independent judgment in carrying out the responsibilities of a director. We have "independent directors" as defined
in the NYSE American's listing standards and applicable SEC rules. Our board of directors has determined that Anne Farlow, Alok
Sama and John Sununu are "independent directors" as defined in the NYSE American's listing standards and applicable
SEC rules.

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

 Committees
of the Board of Directors

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

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

 Audit
Committee

 We
have established an audit committee of the board of directors.

 Our
board of directors has determined that each of Anne Farlow, Alok Sama and John E. Sununu are independent. Alok Sama serves as the
chairman of the audit committee. Each member of the audit committee meets the financial literacy requirements of the NYSE American and
our board of directors has determined that qualifies as an "audit committee financial expert" as defined in applicable SEC
rules and has accounting or related financial management expertise.

 The
audit committee operates pursuant to a charter and is responsible for:

 evaluating
the performance of our independent registered public accounting firm, determining whether to retain the service of our independent registered
public accounting firm, and approving the engagement of our current or any new independent registered public accounting firm;

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

 monitoring
the independence of the independent registered public accounting firm;

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

 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;

 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;

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

 review
with management and our independent registered public accounting firm annual and quarterly financial statements, the results of our annual
audits, and other financial disclosures made in our filings with the SEC; and

 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.

 Nominating
and Corporate Governance Committee

 We
have established a nominating committee of our board of directors. The members of our nominating and corporate governance committee are
Anne Farlow, Alok Sama and John E. Sununu, and John Sununu serves as the chairman of the nominating and corporate governance committee.
Our board of directors has determined that each of Anne Farlow, Alok Sama and John E. Sununu are independent.

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

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

 Under
the charter, the committee's responsibilities include:

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

 developing
and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

 coordinating
and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance
of the company; and

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

 Guidelines
for Selecting Director Nominees

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

 Compensation
Committee

 We
have established a compensation committee of our board of directors. The members of our compensation committee are Anne Farlow, Alok
Sama and John E. Sununu and Anne Farlow serves as chairman of the compensation committee.

 Our
board of directors has determined that each of Anne Farlow, Alok Sama and John E. Sununu are independent. We have adopted a compensation
committee charter, which details the principal functions of the compensation committee, including:

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

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

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

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

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

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

 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 will be directly responsible for the appointment, compensation and oversight of the work of any such
adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the
compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

 Notwithstanding
the foregoing, as indicated above, other than the payment to an affiliate of our sponsor of $50,000 per month subject to adjustment based
on actual costs incurred for office space, utilities and secretarial and administrative support and reimbursement of expenses, no compensation
of any kind, including finders, consulting or other similar fees, will be paid to any of our existing shareholders, officers, directors
or any of their respective affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial
business combination. Accordingly, it is likely that prior to the consummation of an initial business combination, the compensation committee
will only be responsible for the review and recommendation of any compensation arrangements to be entered into in connection with such
initial business combination.

 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 is available on our website
at www.blueriverspac.com/corporate-governance/governance-documents. 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, other than technical, administrative or other non-substantive
amendments.

 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.

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

 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

 Anne
 Farlow

 Pershing
 Square Holdings Ltd.

 Investment
 Company

 Director,
 Non-Executive Chairman

 Alok
 Sama

 Warburg
 Pincus LLC

 Private
 Equity

 Senior
 Advisor

 The
 Raine Group

 Merchant
 Bank

 Senior
 Advisor

 John
 Sununu

 Boston
 Scientific Corporation (NYSE: BSX)

 Lloyds
 of London

 Sorenson
 Communication

 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 fulltime 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 our Initial Public Offering and purchased private placement units in a transaction that
closed simultaneously with the closing of the Initial Public Offering. Our sponsor and our management team have entered into an agreement
with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, private placement
shares and any public shares purchased during or after the Initial Public Offering in connection with (i) the completion of our
initial business combination and (ii) a shareholder vote to approve an amendment to our amended and restated memorandum and articles
of association (A) that would modify the substance or timing of our obligation to allow redemption in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 24 months
from the closing of the Initial Public Offering or during any Extension Period or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Additionally, our sponsor
has agreed to waive its rights to liquidating distributions from the trust account with respect to its Founder Shares if we fail to complete
our initial business combination within the required time period. If we do not complete our initial business combination within the required
time period, the private placement units and the underlying securities will expire worthless. Except as described herein, our sponsor
and our management team have agreed not to transfer, assign or sell any of their Founder Shares until the earliest of (A) one year
after the completion of our initial business combination and (B) subsequent to our initial business combination, (x) if the
last reported sale price of our Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger,
share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange
their ordinary shares for cash, securities or other property. With certain limited exceptions, the private placement units, the private
placement shares, the private placement warrants and the Class A ordinary shares underlying such warrants, will not be transferable
until 30 days following the completion of our initial business combination. Because each of our executive officers and director
nominees will own ordinary shares or warrants directly or indirectly, they may have a conflict of interest in determining whether a particular
target business is an appropriate business with which to effectuate our 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 was included by a target business as a condition to any agreement with respect to our
initial business combination.

 We
are not prohibited from pursuing an initial business combination or subsequent transaction with a company that is affiliated with our
sponsor, founders, officers or directors, or any of their respective affiliates. In the event we seek to complete our initial business
combination with a company that is affiliated with our sponsor or any of our founders, officers or directors, or any of their respective
affiliates, we, or a committee of independent directors, will obtain an opinion from an independent investment banking firm which is
a member of FINRA or an independent accounting firm that such an initial business combination or transaction is fair to our company from
a financial point of view. We are not required to obtain such an opinion in any other context. Furthermore, in no event will our sponsor
or any of our existing officers or directors, or any of their respective affiliates, be paid by us any finder's fee, consulting
fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our initial business combination.
Further, commencing on the date our securities were first listed on the NYSE, we will also reimburse an affiliate of our sponsor for
office space, secretarial and administrative services provided to us in the amount of $50,000 per month subject to adjustment based on
actual costs incurred.

 The
existence of financial and personal interests of one or more of BlueRiver's directors may result in a conflict of interest on the
part of such director(s) between what he, she or they may believe is in the best interests of BlueRiver and its shareholders and what
he, she or they may believe is best for himself, herself or themselves in determining to recommend that shareholders vote for the proposals.
In addition, BlueRiver's officers have interests in the Business Combination that may conflict with your interests as a shareholder.

 BlueRiver's
directors reviewed and considered these interests during the negotiation of the Business Combination and in evaluating and approving,
as members of the BlueRiver Board, the Merger Agreement and the transactions contemplated therein, including the Merger. However, the
BlueRiver Board concluded that the potentially disparate interests would be mitigated because (i) these interests were disclosed to the
BlueRiver Board and would be included in this proxy statement/prospectus, (ii) these disparate interests could exist with respect to
a business combination with any target company, and (iii) this business combination was structured so that the business combination may
be completed even if BlueRiver public stockholders redeem a substantial portion of the BlueRiver Class A shares. The BlueRiver Board
concluded that the potential benefits that it expected BlueRiver and its shareholders to achieve as a result of the merger outweighed
the potentially negative and other factors associated with the merger. Accordingly, the BlueRiver Board determined that the merger and
the transactions contemplated by the merger agreement, were advisable and in the best interests of BlueRiver and its shareholders.

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

 Our
Sponsor and each member of our management team have agreed to vote their Founder Shares, private placement shares and public shares purchased
during or after the Initial Public Offering in favor of our initial business combination.

 Limitation
on Liability and Indemnification of Officers and Directors

 Cayman
Islands law does not limit the extent to which a company's memorandum and articles of association may provide for indemnification
of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public
policy, such as to provide indemnification against willful default, willful neglect, civil fraud or the consequences of committing a
crime. Our amended and restated memorandum and articles of association provides for indemnification of our officers and directors to
the maximum extent permitted by law, including for any liability incurred in their capacities as such, except through their own actual
fraud, willful default or willful neglect. We entered into agreements with our directors and officers to provide contractual indemnification
in addition to the indemnification provided for in our amended and restated

 We
purchased a policy of directors' and officers' liability insurance that insures our officers and directors against the cost
of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify our officers
and directors.

 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 have agreed to waive any right, title, interest or claim of any kind they may have in the future as a result of, or arising out of,
any services provided to us and will 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
only be able to be satisfied by us if (i) we have sufficient funds outside of the trust account or (ii) we consummate an initial
business combination.

 Our
indemnification obligations 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.

 We
believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced
officers and directors.

 Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable.

 Item
11. Executive Compensation

 None
of our executive officers or directors have received any cash compensation for services rendered to us. Commencing on 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 $50,000 per month subject to adjustment based on actual costs incurred. In addition, our sponsor, executive officers and directors,
or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our
behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee
will review on a quarterly basis all payments that were made by us to our sponsor, executive officers or directors, or our or their affiliates.
Any such payments prior to 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 the company to our sponsor, executive officers and directors,
or any of their respective affiliates, prior to completion of our initial business combination.

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

 We
do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation
of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment
or consulting arrangements to remain with us after our initial business combination. The existence or terms of
any such employment or consulting arrangements to retain their positions with us may influence our management team's motivation
in identifying or selecting a target business but we do not believe that the ability of our management team 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 regarding the beneficial ownership of our ordinary shares as of the date of this Annual Report on Form 10-K based on information
obtained from the persons named below, with respect to the beneficial ownership of our ordinary shares, by:

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

 each
of our executive officers and directors; and

 and
all our executive officers and directors as a group.

 Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all of our
ordinary shares beneficially owned by them.

 In
the table below, percentage ownership is based on 2,011,745 redeemable Class A ordinary shares, 800,000 non-redeemable Class A ordinary
shares sold by the Company to BlueRiver Ventures, LLC as part of a private placement consummated concurrently with the consummation of
the our Initial Public Offering and 7,187,500 Class B ordinary shares outstanding as of the completion of our Initial Public Offering.
Voting power represents the combined voting power of Class A ordinary shares and Class B ordinary shares owned beneficially by such person.
On all matters to be voted upon, the holders of the Class A ordinary shares and the Class B ordinary shares vote together as a single
class. Currently, all of the Class B ordinary shares are convertible into Class A ordinary shares on a one-for-one basis.

 Class A ordinary shares

 Class B ordinary shares(2)

 Number of

 Number of

 Approximate

 Approximate

 Approximate

 Percentage

 Beneficially

 Percentage

 Beneficially

 Percentage

 of Outstanding

 Name of Beneficial Owners(1)

 Owned

 of Class

 Owned

 of Class

 Randall Mays(3)

 28.5
 %

 7,097,500

 98.7
 %

 78.98
 %

 John Gregg(3)

 28.5
 %

 7,097,500

 98.7
 %

 78.98
 %

 Eric Medina

 -

 -

 -

 -

 -

 Anne Farlow

 -

 -

 30,000

 *

 *

 Alok Sama

 -

 -

 30,000

 *

 *

 John E. Sununu

 -

 -

 30,000

 *

 *

 All directors and officers as a group (six individuals)

 BlueRiver Ventures, LLC (our sponsor) (3)

 28.5
 %

 7,097,500

 98.7
 %

 78.98
 %

 RP Investment Advisors LP(4)

 201,016

 7.1
 %

 -

 -

 2.0
 %

 *
 Less
than one percent.

 (1)
 Unless
otherwise noted, the business address of each of the following entities and individuals is 250 West Nottingham Drive, Suite 400, San
Antonio, Texas 78209.

 (2)
 Interests
shown consist solely of founder shares, classified as Class B ordinary shares. The Class B ordinary shares will automatically convert
into Class A ordinary shares at the time of our initial business combination.

 (3)
 The
shares reported herein are held in the name of our sponsor. Our sponsor is governed by two managers, Randall Mays and John Gregg. As
such, Messrs. Mays and Gregg have voting and investment discretion with respect to the Class B ordinary shares held of record by our
sponsor and may be deemed to have shared beneficial ownership of the Class B ordinary shares held directly
by our sponsor. Each Messrs. Mays and Gregg disclaims beneficial ownership of our ordinary shares held by our sponsor except to their
pecuniary interest therein.

 (4)
 The
shares reported herein are held by and on behalf of each of RP Investment Advisors LP, RP Select Opportunities Master Fund Ltd., RP Debt
Opportunities Fund Ltd., RP Alternative Global Bond Fund and RP SPAC Fund. RP Select Opportunities Master Fund Ltd., RP Debt Opportunities
Fund Ltd., RP Alternative Global Bond Fund and RP SPAC Fund (the "Funds") are the record and direct beneficial owners of the
securities covered by this statement. RP Investment Advisors LP is the investment advisor of, and may be deemed to beneficially own securities
owned by, the Funds. The address of the principal business office of each of the reporting persons is 39 Hazelton Avenue, Toronto, Ontario,
Canada, M5R 2E3.

 Securities
Authorized for Issuance under Equity Compensation Plans

 None.

 Our
initial shareholders beneficially own approximately 20% of the issued and outstanding ordinary shares (excluding the private placement
shares underlying the private placement units). Holders of our public shares do not have the right to appoint any directors to our board
of directors prior to the completion of our initial business combination. Because of this 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 including our initial
business combination.

 Our
sponsor and our management team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption
rights with respect to their founder shares, private placement shares and any public shares purchased during or after this offering in
connection with (i) the completion of our initial business combination and (ii) a shareholder
vote to approve an amendment to our amended and restated memorandum and articles of association (A) that would modify the substance or
timing of our obligation to allow redemption in connection with our initial business combination or to redeem 100% of our public shares
if we do not complete our initial business combination during any Extension Period or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares or pre-initial business combination activity. Further, our sponsor and
each member of our management team have agreed to vote their founder shares, private placement shares and public shares purchased during
or after this offering in favor of our initial business combination.

 Our
sponsor and our executive officers and directors are deemed to be our "promoters" as such term is defined under the federal
securities laws.

 Changes
in Control

 None.

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

 On
October 30, 2020, our sponsor paid $25,000, or approximately $0.0035 per share, to cover for certain expenses in consideration for 7,187,500
founder shares. The number of founder shares issued was determined based on the expectation that such founder shares represented approximately
20% of the issued and outstanding shares upon completion of the Initial Public Offering. The founder shares (including the Class A ordinary
shares issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.

 Our
sponsor purchased 800,000 private placement units for a purchase price of $8,000,000 in a private placement that occurred simultaneously
with the closing of the initial Public Offering. As such, our sponsor's interest in this transaction is valued at $8,000,000. The
private placement units and Class A ordinary shares issued upon the exercise or conversion thereof may not, subject to certain limited
exceptions, be transferred, assigned or sold by the holder.

 As
more fully discussed in the section of the Company's final prospectus entitled "Management - Conflicts of
Interest," if any of our officers or directors becomes aware of a business combination opportunity that falls within the line
of business of any entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor his or her
fiduciary or contractual obligations
to present such opportunity to such entity. Our officers and directors currently have certain relevant fiduciary duties or contractual
obligations that may take priority over their duties to us.

 We
are reimbursing an affiliate of our sponsor for office space, secretarial and administrative services provided to members of our management
team in an amount of $50,000 per month subject to adjustment based on actual costs incurred. Upon completion of our initial business
combination or our liquidation, we will cease paying these monthly fees.

 No
compensation of any kind, including finder's and consulting fees, will be paid to our sponsor, officers and directors, or any of
their respective affiliates, for services rendered prior to or in connection with the completion of an initial business combination.
However, these individuals will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such
as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review
on a quarterly basis all payments that were made by us to our sponsor, officers, directors or our or their affiliates and will determine
which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses
incurred by such persons in connection with activities on our behalf.

 In
addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business
combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors or their respective affiliates may,
but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned
amounts out of the proceeds of the trust account released to us. Otherwise, such loans would need to be repaid only.

 Merger
Agreement

 On
July 21, 2023, BlueRiver entered into the Merger Agreement with SST and Merger Sub, the Sponsor Support Agreement with SST and the
Sponsor, and the Company Member Support Agreement with SST and certain Company Members. Randall Mays, BlueRiver's Co-Chairman,
Co-Chief Executive Officer and Chief Financial Officer and one of the two managers of BlueRiver's Sponsor and a member of the group
of Initial Shareholders through certain affiliated entities, also serves as a director of SST. As of the date of this Annual Report
on Form 10-K, Mr. Mays, through affiliated entities, beneficially owns outstanding equity of SST and BlueRiver.

 Policy
for Approval of Related Party Transactions

 We
have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the transactions
discussed above were not reviewed, approved or ratified in accordance with any such policy.

 We
have adopted a Code of Ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions
approved by our board of directors (or the appropriate committee of our board of directors) or as disclosed in our public filings with
the SEC. Under our Code of Ethics, conflict of interest situations will include any financial transaction, arrangement or relationship
(including any indebtedness or guarantee of indebtedness) involving the company. A form of the Code of Ethics that we adopted is filed
as an exhibit to the registration statement of which the Company prospectus forms a part.

 In
addition, our audit committee, pursuant to our written charter, is responsible for reviewing and approving related party transactions
to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at
a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of
the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit
committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all payments
that were made by us to our sponsor, officers or directors, or our or any of their affiliates.

 These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a
conflict of interest on the part of a director, employee or officer.

 To
further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated
with any of our sponsor, officers or directors unless we, or a committee of independent and disinterested directors, have obtained an
opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business
combination is fair to our company from a financial point of view. There will be no finder's fees, reimbursements or cash payments
made by us to our founders, officers or directors or our or any of their respective affiliates, for services rendered to us prior to
or in connection with the completion of our initial business combination, other than the following payments, none of which will be made
from the proceeds of the Initial Public Offering and the sale of the private placement units held in the trust account prior to the completion
of our initial business combination:

 repayment
of an aggregate of up to $300,000 in loans made to us by our founders to cover offering-related and organizational expenses;

 payment
to an affiliate of our sponsor of a total of $50,000 per month subject to adjustment based on actual costs incurred, for up to 24 months,
for office space, administrative and support services;

 reimbursement
for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination.

 These
payments may be funded using the net proceeds of the Initial Public Offering and the sale of the private placement units not held in
the trust account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the trust
account released to us in connection therewith.

 Item
14. Principal Accountant Fees and Services

 The following is a summary of fees
paid or to be paid to WithumSmith+Brown, PC or Withum, for services rendered.

 Audit Fees: Audit fees consist
of fees for professional services rendered for the audit of our year ended December 31, 2023 consolidated financial statements and services
that are normally provided by Withum in connection with regulatory filings. The aggregate fees for Withum for professional services rendered
for the audit of our annual consolidated financial statements, review of the financial information and other required filings with the
SEC for year ended December 31, 2023 and 2022 totaled approximately $135,620 and $82,000 respectively. The above amounts include interim
procedures and audit fees, as well as attendance at audit committee meetings.

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

 Tax Fees: We paid Withum $4,000 and $0 for services related to tax compliance, tax advice and
tax planning for the year ended December 31, 2023 and 2022, respectively.

 All Other Fees: We did not pay
Withum for any other fees for the year ended December 31, 2023 and 2022.

 Pre-Approval Policy

 In accordance with the Sarbanes-Oxley
Act, our audit committee charter requires the audit committee to pre-approve all audit and permitted non-audit services provided by our
independent registered public accounting firm, including the review and approval in advance of our independent registered public accounting
firm's annual engagement letter and the proposed fees contained therein. The audit committee has the ability to delegate the authority
to pre-approve non-audit services to one or more designated members of the audit committee. If such authority is delegated, such delegated
members of the audit committee must report to the full audit committee at the next audit committee meeting all items preapproved by such
delegated members. Since the Company became a publicly listed company all of the services performed by our independent registered public
accounting firm were pre-approved by our audit committee.

 Item 15. Exhibits, Consolidated Financial Statement Schedules.

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

 (1)
 Consolidated Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm

 Consolidated Balance Sheets as of
 December 31, 2023 and 2022

 Consolidated Statements of Operations for
 the years ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Shareholders'
 Deficit for the years ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for
 the years ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F-7 to F-24

 (2)

 Consolidated Financial Statement Schedules:

 None.

 (3)

 Exhibits

 We hereby file as part of this Report the
exhibits listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the
public reference facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can
also be obtained from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on
the SEC website at www.sec.gov.

 Exhibit
 No.

 Description

 1.1

 Underwriting Agreement, dated January 28, 2021, by and among the Company and Goldman Sachs & Company Co., LLC.(1)

 2.1

 Agreement and Plan of Merger, dated as of July 21, 2023, by and among BlueRiver Acquisition Corp., BLUA Merger Sub LLC, and Spinal Stabilization Technologies, LLC.(9)

 2.2

 Amendment to Agreement and Plan of Merger, dated as of February 2, 2024, by and among BlueRiver Acquisition Corp., BLUA Merger Sub LLC, and Spinal Stabilization Technologies, LLC.(9)

 3.1

 Memorandum and Articles of Association.(2)

 3.2

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

 3.3

 Amendment to the Amended and Restated Memorandum and Articles of Association of BlueRiver, as currently in effect (5)

 3.4

 Amendment to the Amended and Restated Memorandum and Articles of Association of BlueRiver, as currently in effect (6)

 3.5

 Amendment to the Amended and Restated Memorandum and Articles of Association of BlueRiver, as currently in effect (7)

 4.1

 Specimen Unit Certificate.(3)

 4.2

 Specimen Ordinary Share Certificate.(3)

 4.3

 Specimen Warrant Certificate.(3)

 4.4

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

 4.5

 Description of the Registrant's Securities.(4)

 10.1

 Investment Management Trust Agreement, dated February 2, 2021, between the Company and Continental Stock Transfer & Trust Company.(1)

 10.2

 Registration and Shareholder Rights Agreement, dated January 28, 2021, among the Company, BlueRiver Ventures LLC and certain equityholders of the Company.(1)

 10.3

 Private Placement Units Purchase Agreement, dated January 28, 2021, between the Company and BlueRiver Ventures LLC.(1)

 10.4

 Form of Indemnification Agreement.(3)

 10.5

 Administrative Services Agreement, dated January 28, 2021, between the Company and BlueRiver Ventures LLC.(1)

 10.6

 Promissory Note, dated as of October 23, 2020, issued to BlueRiver Ventures, LLC.(3)

 10.7

 Securities Subscription Agreement, dated October 23, 2020, between the Company and BlueRiver Ventures, LLC.(3)

 10.8

 Letter Agreement between the Company, BlueRiver Ventures, LLC and each director and officer of the Registrant.(1)

 10.9

 Sponsor Letter Agreement, dated as of July 21, 2023, by and among BlueRiver, the Sponsor and SST (10)

 10.10

 Form
of Non-redemption Agreement.(8)

 10.11

 Form of Company Member Support Agreement.(11)

 31.1

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

 31.2

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

 32.1

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

 32.2

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

 97.1

 Clawback Policy*

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 in Exhibit 101).

 *
 Filed herewith

 **
 Furnished herewith

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

 (2)
 Incorporated by reference to the
Company's Registration Statement on Form S-1/A, filed with the SEC on January 25, 2021.

 (3)
 Incorporated by reference to the
Company's Registration Statement on Form S-1, filed with the SEC on January 12, 2021.

 (4)

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

 (5)

 Incorporated by reference to Exhibit 3.1 to the Company's Form
 8-K, filed with the SEC on February 1, 2023.

 (6)

 Incorporated by reference to Exhibit 3.1 to the Company's Form
 8-K, filed with the SEC on August 8, 2023.

 (7)

 Incorporated by reference to Exhibit 3.1 to BlueRiver's Form
 8-K, filed with the SEC on February 7, 2024.

 (8)

 Incorporated by reference to Exhibit 2.1 to BlueRiver's Form
 8-K/A, filed with the SEC on February 1, 2023.

 (9)

 Incorporated by reference to Exhibit 2.1 to BlueRiver's Form
 8-K, filed with the SEC on July 24, 2023.

 (10)

 Incorporated by reference to Exhibit 10.1 to BlueRiver's Form
 8-K, filed with the SEC on July 24, 2023.

 (11)

 Incorporated by reference to Exhibit 10.2 to BlueRiver's Form
 8-K, filed with the SEC on July 24, 2023.

 Item
16. Form 10-K Summary

 Not applicable.

 INDEX TO FINANCIAL STATEMENTS

 Report of Independent
 Registered Public Accounting Firm

 Consolidated Balance
 Sheets as of December 31, 2023 and 2022

 Consolidated Statements
 of Operations for the years ended December 31, 2023 and 2022

 Consolidated Statements
 of Changes in Shareholders' Deficit for the years ended December 31, 2023 and 2022

 Consolidated Statements
 of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to the Consolidated
 Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Shareholders and the Board of Directors
of

 BlueRiver Acquisition Corp.

 Opinion on the Consolidated Financial Statements

 We have audited the accompanying consolidated
balance sheets of BlueRiver Acquisition Corp. (the "Company") as of December 31, 2023 and 2022, the related consolidated
statements of operations, changes in shareholders' deficit and cash flows for the years then ended, and the related notes (collectively
referred to as the "consolidated financial statements"). In our opinion, the consolidated 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 the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, if the Company
is unable to raise additional funds to alleviate liquidity needs and complete a business combination by August 2, 2024 then the Company
will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent
dissolution raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to
these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

 Basis for Opinion

 These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated 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 consolidated
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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audits provide a reasonable basis for
our opinion.

 /s/ WithumSmith+Brown, PC

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

 New York, New York

 PCAOB Number 100

 F- 2

 CONSOLIDATED BALANCE SHEETS

 December 31,

 2023

 2022

 Assets:

 Current assets:

 Cash

 $
 39,582

 $
 21,548

 Prepaid expenses

 —

 19,605

 Total current assets

 39,582

 41,153

 Cash and investments held in Trust Account

 20,179,711

 291,525,100

 Total Assets

 $
 20,219,293

 $
 291,566,253

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

 Current liabilities:

 Accounts payable

 $
 2,376,876

 $
 555,911

 Accrued expenses

 2,060,102

 602,021

 Due to related party

 20,930

 —

 Working capital loans - related party

 822,500

 100,800

 Total current liabilities

 5,280,408

 1,258,732

 Deferred legal fees

 176,982

 176,982

 Deferred underwriting commissions

 —

 10,062,500

 Derivative warrant liabilities

 394,000

 197,000

 Total liabilities

 5,851,390

 11,695,214

 Commitments and Contingencies

 Class A ordinary shares subject to possible redemption, $ 0.0001 par value; 1,872,928 and 28,750,000 shares issued and outstanding at approximately $ 10.72 and $ 10.14 per share as of December 31, 2023 and 2022, respectively

 20,079,711

 291,425,100

 Shareholders' Deficit:

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

 —

 —

 Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; 800,000 non-redeemable shares issued and outstanding as of December 31, 2023 and 2022

 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 7,187,500 shares issued and outstanding as of December 31, 2023 and 2022

 Additional paid-in capital

 1,418,472

 —

 Accumulated deficit

 ( 7,131,079
)

 ( 11,554,860
)

 Total shareholders' deficit

 ( 5,711,808
)

 ( 11,554,061
)

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

 $
 20,219,293

 $
 291,566,253

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

 F- 3

 CONSOLIDATED STATEMENTS OF OPERATIONS

 For the Years Ended
 December 31,

 2023

 2022

 General and administrative expenses

 $
 6,907,491

 $
 631,006

 General and administrative expenses - related party

 600,000

 600,000

 Loss from operations

 ( 7,507,491
)

 ( 1,231,006
)

 Other income (loss):

 Income from cash and investments held in Trust Account

 2,064,972

 4,004,716

 Change in fair value of derivative warrant liabilities

 ( 197,000
)

 5,713,000

 Gain from extinguishment of deferred underwriting commissions

 362,250

 —

 Change in fair value of working capital loans - related party

 ( 800
)

 Total other income, net

 2,231,022

 9,716,916

 Net (loss) income

 $
 ( 5,276,469
)

 $
 8,485,910

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

 4,878,345

 29,550,000

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

 $
 ( 0.44
)

 $
 0.23

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

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

 $
 ( 0.44
)

 $
 0.23

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

 F- 4

 CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS'
DEFICIT

 FOR THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Ordinary Shares

 Additional

 Total

 Class A

 Class B

 Paid-in

 Accumulated

 Shareholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance – December 31, 2021

 $

 $

 $
 —

 $
 ( 16,115,670
)

 $
 ( 16,114,871
)

 Increase in Class A ordinary shares subject to possible redemption

 —

 —

 —

 —

 —

 ( 3,925,100
)

 ( 3,925,100
)

 Net income

 —

 —

 —

 —

 —

 8,485,910

 8,485,910

 Balance - December 31, 2022

 —

 ( 11,554,860
)

 ( 11,554,061
)

 Stock compensation expense

 —

 —

 —

 —

 1,701,444

 —

 1,701,444

 Shareholder non-redemption agreement

 —

 —

 —

 —

 4,115,639

 —

 4,115,639

 Contribution from the Sponsor

 —

 —

 —

 —

 ( 2,333,639
)

 —

 ( 2,333,639
)

 Increase in Class A ordinary shares subject to possible redemption

 —

 —

 —

 —

 ( 2,064,972
)

 9,700,250

 7,635,278

 Net loss

 —

 —

 —

 —

 —

 ( 5,276,469
)

 ( 5,276,469
)

 Balance - December 31, 2023

 $

 $

 $
 1,418,472

 $
 ( 7,131,079
)

 $
 ( 5,711,808
)

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

 F- 5

 CONSOLIDATED STATEMENTS OF CASH FLOWS

 For the Years Ended

December 31,

 2023

 2022

 Cash Flows from Operating Activities:

 Net (loss) income

 $
 ( 5,276,469
)

 $
 8,485,910

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

 Income from cash and investments held in Trust
 Account

 ( 2,064,972
)

 ( 4,004,716
)

 Change in fair value of derivative warrant liabilities

 197,000

 ( 5,713,000
)

 Change in fair value of working capital loans - related party

 ( 800
)

 Stock compensation expense

 3,483,444

 —

 Gain from extinguishment of deferred underwriting commissions

 ( 362,250
)

 —

 Changes in operating assets and liabilities:

 Prepaid expenses

 19,605

 197,500

 Accounts payable

 1,841,895

 ( 58,116
)

 Accrued expenses

 1,458,081

 517,614

 Deferred legal fees

 —

 8,210

 Net cash used in operating activities

 ( 704,466
)

 ( 565,798
)

 Cash Flows from Investing Activities:

 Cash withdrawn from Trust Account in connection with redemption

 273,410,361

 —

 Net cash provided by investing activities

 273,410,361

 —

 Cash Flows from Financing Activities:

 Proceeds from issuance of working capital loans to related party

 722,500

 —

 Redemption of Ordinary shares

 ( 273,410,361
)

 —

 Offering costs paid

 —

 ( 75,000
)

 Proceeds received from related party working capital loans

 —

 100,000

 Net cash (used in) provided by financing activities

 ( 272,687,861
)

 25,000

 Net change in cash

 18,034

 ( 540,798
)

 Cash - beginning of the year

 21,548

 562,346

 Cash - end of the year

 $
 39,582

 $
 21,548

 Supplemental disclosure of noncash financing activities:

 Forgiveness of deferred underwriting fee payable allocated to Class A ordinary shares

 $
 9,700,250

 $
 —

 Accounts payable paid by the Sponsor

 $
 20,930

 $
 —

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

 F- 6

 Note 1 — Description of Organization, Business Operations
and Liquidity

 BlueRiver Acquisition Corp. (the "Company")
was incorporated as a Cayman Islands exempted company on October 19, 2020. The Company was formed for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses (the "Business
Combination").

 The Company is an emerging growth company and,
as such, the Company is subject to all of the risks associated with emerging growth companies.

 The Company has one subsidiary, BLUA Merger Sub
LLC, a direct wholly owned subsidiary of the Company incorporated in Texas on July 17, 2023. As of December 31, 2023, the subsidiary had
no activity.

 As of December 31, 2023, the Company had not commenced
any operations. All activity for the period from October 19, 2020 (inception) through December 31, 2023 relates to the Company's
formation, the initial public offering (the "Initial Public Offering") described below, and subsequent to the Initial Public
Offering, searching for a business combination. The Company will not generate any operating revenues until after the completion of its
initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on its cash
and investments held in the trust account from the proceeds of its Initial Public Offering.

 The Company's sponsor is BlueRiver Ventures,
LLC, a Cayman Islands exempted company (the "Sponsor"). The registration statement for the Company's Initial Public
Offering was declared effective on January 28, 2021. On February 2, 2021, the Company consummated its Initial Public Offering of 28,750,000
units (each, a "Unit" and collectively, the "Units" and, with respect to the Class A ordinary shares included
in the Units being offered, the "Public Shares"), including 3,750,000 additional Units to cover over-allotments (the "Over-Allotment
Units"), at $ 10.00 per Unit, generating gross proceeds of $ 287.5 million, and incurring offering costs of approximately $ 16.4
million, inclusive of approximately $ 10.1 million in deferred underwriting commissions (Note 5).

 Simultaneously with the closing of the Initial
Public Offering, the Company consummated the private placement ("Private Placement") of 800,000 units (each, a "Private
Placement Unit" and collectively, the "Private Placement Units"), at a price of $ 10.00 per Private Placement Unit with
the Sponsor, generating gross proceeds of approximately $ 8.0 million (Notes 4 and 6).

 Upon the closing of the Initial Public Offering
and the Private Placement, $ 287.5 million ($ 10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds
of the Private Placement were placed in a trust account ("Trust Account") with Continental Stock Transfer & Trust Company
acting as trustee, and will be invested only in United States "government securities" within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended (the "Investment Company Act"), having a maturity of 185 days or less or
in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct
U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination
and (ii) the distribution of the Trust Account as described below. However, to mitigate the risk of the Company being deemed to have been
operating as an unregistered investment company (including under the subjective test of Section 3(a)(1)(A) of the Investment Company Act),
as of May 4, 2023, the Company instructed Continental, the trustee with respect to the Trust Account, to liquidate the U.S. government
treasury obligations or money market funds held in the Trust Account and moved all funds in the Trust Account in cash until the earlier
of consummation of our initial business combination or liquidation to a demand deposit account at Citibank. As a result, following such
liquidation, the Company may receive less interest on the funds held in the Trust Account, which would reduce the dollar amount
the Company's public shareholders would receive upon any redemption or liquidation of the Company.

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

 F- 7

 The Company will provide the holders (the
"Public Shareholders") of its Public Shares 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 the Company will seek shareholder approval of a Business
Combination or conduct a tender offer will be made by the Company, solely in its discretion, subject to applicable law and stock
exchange listing requirements. The Public Shareholders will be entitled to redeem their Public Shares for a pro rata portion of the
amount then in the Trust Account (initially anticipated to be $ 10.00 per Public Share, plus any pro rata interest earned on the
funds held in the Trust Account and not previously released to the Company to pay income taxes). The per-share amount to be
distributed to Public Shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the
Company will pay to the underwriters (as discussed in Note 5). These Public Shares will be 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." In such case,
the Company will proceed with a Business Combination if the Company has net tangible assets of at least $ 5,000,001 upon such
consummation of a Business Combination and, only if a majority of the ordinary shares, represented in person or by proxy and
entitled to vote thereon, voted at a shareholder meeting are voted in favor of the Business Combination. If a shareholder vote is
not required by 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 the amended and restated memorandum and articles of association which the
Company will adopt upon the consummation of the Initial Public Offering (the "Amended and Restated Memorandum and Articles of
Association"), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission
("SEC") and file tender offer documents with the SEC prior to completing a Business Combination. If, however,
shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder approval for business or
other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not
pursuant to the tender offer rules. Additionally, each Public Shareholder may elect to redeem their Public Shares irrespective of
whether they vote for or against the proposed transaction or vote at all. If the Company seeks shareholder approval in connection
with a Business Combination, the initial shareholders (as defined below) agreed to vote their Founder Shares (as defined below in
Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination or to not
vote at all. Subsequent to the consummation of the Initial Public Offering, the Company will adopt an insider trading policy which
will require insiders to: (i) refrain from purchasing shares during certain blackout periods and when they are in possession of any
material non-public information and (ii) to clear all trades with the Company's legal counsel prior to execution. In addition,
the initial shareholders agreed to waive their redemption rights with respect to their Founder Shares, private placement shares (the
"Private Placement Shares") underlying the Private Placement Units and Public Shares in connection with the completion
of a Business Combination.

 Notwithstanding the foregoing, if the Company
seeks shareholder approval of its Business Combination and does not conduct redemptions in connection with its Business Combination pursuant
to the tender offer rules, the Amended and Restated Memorandum and Articles of Association will provide that a Public Shareholder, together
with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group"
(as defined under Section 13 of the 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 Class A ordinary shares sold in the Initial Public Offering,
without the prior consent of the Company.

 The Company's Sponsor, officers and directors
(the "initial shareholders") agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association
that would (a) modify the substance or timing of the Company's obligation to provide holders of its Public Shares the right to have
their shares redeemed in connection with a Business Combination or to redeem 100 % of the Company's Public Shares if the Company
does not complete its Business Combination within 36 months (including 6 month extensions approved on January 31, 2023, August 2, 2023
and February 2, 2024) from the closing of this offering, or up to 42 months if extended 6 times by an additional 1 month each month after
the closing of this offering, by resolution of the Board, or during any Extension Period (as such period may be extended by the Company's
shareholders in accordance with the Amended and Restated Memorandum and Articles of Association, the "Combination Period")
or (b) with respect to any other material provision relating to the rights of Public Shareholders, unless the Company provides the Public
Shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

 If the Company has not completed 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 and not previously
released to the Company to pay its income 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 the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses
(ii) and (iii), to the Company's obligations under Cayman Islands law to provide for claims of creditors and the requirements of
other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company's warrants, which
will expire worthless if the Company fails to consummate a Business Combination within the Combination Period.

 F- 8

 The initial shareholders agreed to waive their
liquidation rights with respect to the Founder Shares and Private Placement Shares held by them if the Company fails to complete a Business
Combination within the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering,
they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete
a Business Combination within the Combination Period. The underwriters agreed to waive their rights to their deferred underwriting commission
(see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period
and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption
of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for
distribution (including Trust Account assets) will be only $ 10.00 per share initially held in the Trust Account or potentially less. In
order to protect the amounts held in the Trust Account, the Sponsor 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 the lesser of (i) $ 10.00 per Public Share
and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than
$ 10.00 per Public Share due to reductions in the value of the trust assets. This liability will not apply with respect to any claims by
a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or
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 (excluding the Company's independent registered public accounting firm), prospective
target businesses and 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.

 On March 9, 2023, the Company announced its intention
to transfer the listing of its securities from NYSE to the NYSE American. In connection with listing on the NYSE American, the Company
voluntarily delisted from the New York Stock Exchange. Following the transfer of its listing, the Company continued to file the same periodic
reports and other information it currently files with the Securities and Exchange Commission. The Company completed the listing transfer
of its securities to NYSE American on March 21, 2023 and began trading on NYSE American on March 24, 2023.

 Trust Account Redemptions and Extension
of Combination Period

 On January 25, 2023, the Company and the Sponsor,
entered into a non-redemption agreement ("Non-Redemption Agreement") with one or more unaffiliated third party or parties
in exchange for such third party or third parties agreeing not to redeem an aggregate of 200,000 shares of the Company sold in its initial
public offering ("Non-Redeemed Shares") at the special meeting called by the Company (the "Special Meeting") to
approve an extension of time for the Company to consummate an initial business combination (the "Extension Proposal") from
February 2, 2023 to August 2, 2023 (the "Extension"). In exchange for the foregoing commitments not to redeem such shares,
the Sponsor has agreed to transfer to such third party or third parties an aggregate of 50,000 shares of the Company held by the Sponsor
immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special
Meeting. The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Proposal is approved by Company
shareholders but will increase the amount of funds that remain in the Company's trust account following the Special Meeting.

 On January 31, 2023, the Company held a Special
Meeting at which the shareholders voted to extend the time the Company has to consummate an initial business combination from February
2, 2023 to August 2, 2023. In connection with such vote, on January 27, 2023, the holders of an aggregate of 26,738,255 Public Shares
exercised their right to redeem their shares for an aggregate of approximately $ 271,939,156 in cash held in the Trust Account.

 On July 25, 2023, the Company and the Sponsor,
entered into a non-redemption agreement ("Non-Redemption Agreement") with one or more unaffiliated third party or parties
in exchange for such third party or third parties agreeing not to redeem an aggregate of 200,000 shares of the Company sold in its initial
public offering ("Non-Redeemed Shares") at the special meeting called by the Company (the "Second Special Meeting")
to approve an extension of time for the Company to consummate an initial business combination (the "Second Extension Proposal")
from August 2, 2023 to February 2, 2024 (the "Second Extension"). In exchange for the foregoing commitments not to redeem
such shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 50,000 shares of the Company held
by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares
through the Second Special Meeting. The Non-Redemption Agreements are not expected to increase the likelihood that the Second Extension
Proposal is approved by Company shareholders but will increase the amount of funds that remain in the Company's trust account following
the Second Special Meeting.

 On August 2, 2023, the Company held the Second
Special Meeting at which the shareholders voted to extend the time the Company has to consummate an initial business combination from
August 2, 2023 to February 2, 2024.

 In connection with the Second Special Meeting,
the holders of an aggregate of 138,816 Public Shares exercised their right to redeem their shares for an aggregate of approximately $1,471,204
in cash held in the Trust Account.

 F- 9

 On February 2, 2024, the Company held an Extraordinary
General Meeting at which the shareholders voted to extend the time the Company has to consummate an initial business combination from
February 2, 2024 (the "Original Termination Date") up to 6 times by an additional 1 month each month after the Original Termination
Date, by resolution of the Board, upon deposit of $ 0.025 into the Company's Trust Account for each Public Share that has not been
redeemed in accordance with the terms of Company's amended and restated memorandum and articles of association (Note 10).

 In connection with such vote, on February 2, 2024,
the holders of an aggregate of 305,218 Public Shares exercised their right to redeem their shares for an aggregate of approximately $ 3,301,573 in cash held in the Trust Account.

 Liquidity
and Going Concern

 As of December 31, 2023, the Company had approximately
$ 40,000 in its operating bank account and a working capital deficit of approximately $ 5.2 million.

 The Company's liquidity needs to date
have been satisfied through a contribution of $ 25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the
Founder Shares, the loan of approximately $ 79,000 from the Sponsor under the Note (as defined in Note 4), and the proceeds from the
consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on February 5, 2021. In
addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the
Sponsor, or certain of the Company's officers and directors may, but are not obligated to, provide the Company Working Capital
Loans (as defined in Note 4). On November 9, 2022, the Company entered into a promissory note agreement ("Sponsor Note")
with the Sponsor, providing the Company the ability to borrow up to $ 1.5 million. On November 17, 2022, the Company drew down
$ 100,000 under the Sponsor Note agreement. At various dates during the year ended December 31, 2023, the Company drew down an
additional $ 722,500 under the Sponsor Note agreement. As of December 31, 2023 and 2022, there was $ 822,500 and $ 100,800,
respectively, outstanding under the Working Capital Loans.

 Management has determined that the Company does
not have sufficient funds and may need to borrow from its Sponsor to fund the working capital needs of the Company until the consummation
of an initial Business Combination.

 In connection with the Company's assessment
of going concern considerations in accordance with FASB Accounting Standards Update ("ASU") 2014-15, "Disclosures of
Uncertainties about an Entity's Ability to Continue as a Going Concern," management has determined that the liquidity condition,
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 August
2, 2024. The consolidated financial statements do not include any adjustment that might be necessary if the Company is unable to
continue as a going concern. The Company intends to complete a Business Combination before the mandatory liquidation date.

 Risks and Uncertainties

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

 Management is currently evaluating the impact
of the current global economic uncertainty, rising interest rates, high inflation, high energy prices, supply chain disruptions, the Israel
– Hamas conflict and the Russia – Ukraine war (including the impact of any sanctions imposed in response thereto) and has
concluded that while it is reasonably possible that any of these could have a negative effect on our financial position, results of operations
and/or search for a target company, the specific impact is not readily determinable as of the date of these consolidated financial statements.
The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. We cannot
at this time fully predict the likelihood of one or more of the above events, their duration or magnitude or the extent to which they
may negatively impact our business and our ability to complete an initial Business Combination.

 F- 10

 On May 1, 2023, First Republic Bank became insolvent.
Federal regulators seized the assets of the bank and negotiated a sale of its assets to JP Morgan Chase. The Company held deposits with
this bank. As a result of the sale of the assets to JP Morgan Chase, the Company believes its insured and uninsured deposits are not at
risk.

 Note 2 — Basis of Presentation and Summary of Significant
Accounting Policies

 Basis of Presentation

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

 Principles of Consolidation

 The accompanying consolidated financial statements
include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been
eliminated in consolidation.

 Emerging Growth Company

 As an emerging growth company, the Company 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 of 2002, 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 Jumpstart Our
Business Startups Act of 2012 (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 an emerging growth company can elect to opt out of the extended transition
period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The
Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has
different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised
standard at the time private companies adopt the new or revised standard.

 This may make comparison of the Company's
consolidated financial statements with another public company that is neither an emerging growth company nor an emerging growth company
that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.

 Use of Estimates

 The preparation of consolidated financial statements
in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and
the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant
judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed
at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near
term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

 Cash and Cash Equivalents

 The Company considers all short-term investments
with an original maturity of three months or less when purchased to be cash equivalents. The Company had no cash equivalents as of December
31, 2023 and 2022.

 Cash and Investments Held in Trust Account

 The Company classifies its U.S. Treasury and equivalent
securities as held to maturity in accordance with FASB Accounting Standard Codification ("ASC") Topic 320, "Investments
– Debt and Equity Securities." Held-to-maturity securities are those securities which the Company has the ability and intent
to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying consolidated balance sheets
and adjusted for the amortization or accretion of premiums or discounts.

 F- 11

 With respect to the regulation of special purpose
acquisition companies ("SPACs") like the Company, on March 30, 2022, the SEC issued proposed rules relating to, among other
items, the circumstances in which SPACs could become subject to regulation under the Investment Company Act. To mitigate the risk that
the Company might be deemed to be an investment company for purposes of the Investment Company Act, in May 2023 the Company instructed
the trustee of the Trust Account to liquidate the investments held in the Trust Account and instead to hold the funds in the Trust Account
in an interest-bearing demand deposit account until the earlier of consummation of a Business Combination and liquidation of the Company.
This may reduce the amount of interest earned by the funds in the Trust Account. As of December 31, 2023, the funds in the Trust Account
are held solely in an interest-bearing demand deposit account.

 At December 31, 2023, substantially all of the
assets held in the Trust Account were held in cash. At December 31, 2022, substantially all of the assets held in the Trust Account were
held in money market funds which invest primarily in U.S. Treasury securities. The money market funds are presented at fair value within
the accompanying consolidated balance sheets, and fair value of the investments in the Trust Account is equal to the amortized cost basis
of the money market funds.

 Concentration of Credit Risk

 The Company has significant cash balances at financial
institutions which throughout the year that exceed the federally insured limit of $ 250,000. Any loss incurred or a lack of access to such
funds could have a significant adverse impact on the Company's financial condition, results of operations, and cash flows.

 Fair Value of Financial Instruments

 The fair value of the Company's assets and
liabilities, which qualify as financial instruments under FASB ASC Topic 820, "Fair Value Measurements," equals or approximates
the carrying amounts represented in the consolidated balance sheets due to their short-term nature, except for derivative warrant liabilities
(see Note 9).

 Fair Value Measurements

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

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

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

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

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

 Derivative Warrant Liabilities

 The Company does not use derivative instruments
to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including
issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives,
pursuant to FASB ASC Topic 480 "Distinguishing Liabilities from Equity" ("ASC 480") and FASB ASC Subtopic 815-15
"Derivatives and Hedging — Embedded Derivatives" ("ASC 815"). 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 (the "Public Warrants") and the Private Placement Warrants (as defined in Note 4) (collectively, the "warrants")
are recognized as derivative liabilities in accordance with ASC Subtopic 815-40 "Derivatives and Hedging - Contracts in Entity's
Own Equity" ("ASC 815-40"). Accordingly, the Company recognizes the warrant instruments as liabilities at fair value
and adjusts the carrying value of the instruments to fair value at each reporting period until they are exercised. The initial fair value
of the Public Warrants and the fair value of the Private Placement Warrants has been estimated using a binomial lattice model in
a risk-neutral framework. As the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the
Private Placement Warrants having substantially the same terms as the Public Warrants, the Company determined that the fair value of each
Private Placement Warrant is equivalent to that of each Public Warrant. The fair value of the Warrants as of December 31, 2023 and 2022
is based on observable listed prices for such warrants. The determination of the fair value of the warrant liability may be subject to
change as more current information becomes available and accordingly the actual results could differ significantly. 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.

 F- 12

 Convertible Instruments

 The Company accounted for the Working Capital
Loans, as described in Note 4, analyzing the conversion options embedded in convertible notes in accordance with ASC 815. ASC 815 generally
requires companies to bifurcate conversion options embedded in convertible notes from their host instruments and to account for them as
free-standing derivative financial instruments.

 The Company reviews the terms of convertible debt
issued to determine whether there are embedded derivative instruments, including embedded conversion options, which are required to be
bifurcated and accounted for separately as derivative financial instruments. In circumstances where the host instrument contains more
than one embedded derivative instrument, including the conversion option, that is required to be bifurcated, the bifurcated derivative
instruments are accounted for as a single, compound derivative instrument.

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

 It was determined that the conversion option was
de minimis, as such the Company has recorded the Working Capital Loans at par value.

 Offering Costs Associated with the Initial
Public Offering

 Offering costs consisted of legal, accounting,
underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering.
Offering costs are allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs associated with warrant liabilities are expensed as incurred and presented
as non-operating expenses in the consolidated statements of operations. Offering costs associated with the Class A ordinary shares are
charged against their carrying value upon the completion of the Initial Public Offering. Of the
total offering costs of the Initial Public Offering, approximately $ 590,000 is included in offering cost - derivative warrant liabilities
in the consolidated statements of operations and approximately $ 15.8 million is allocated as a reduction to the initial carrying value
of the redeemable Class A ordinary shares. The Company will keep deferred underwriting commissions 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.

 On September 21, 2023, Goldman Sachs & Co. LLC waived its entitlement
to the payment of $ 10,062,500 deferred underwriting fee in connection with its role as underwriter in the Company's Initial Public
Offering, in respect to any Business Combination.

 Class A Ordinary Shares Subject to Possible
Redemption

 The Company accounts for its Class A ordinary
shares subject to possible redemption in accordance with the guidance in ASC Topic 480. Class A ordinary shares subject to mandatory redemption
(if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including
Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon
the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity. At all other times,
Class A ordinary shares are classified as shareholders' equity. As part of the Private Placement, the Company issued 800,000 shares
of Class A ordinary shares to the Sponsor ("Private Placement Shares"). These Private Placement Shares will not be transferable,
assignable or salable until 30 days after the completion of the initial business combination, and as such are considered non-redeemable
and presented as permanent equity in the Company's consolidated balance sheets. The Company's Class A ordinary shares feature
certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of uncertain
future events. Accordingly, as of December 31, 2023 and 2022, 1,872,928 and 28,750,000 Class A ordinary shares subject to possible redemption,
respectively, are presented as temporary equity, outside of the shareholders' deficit section of the Company's consolidated
balance sheets.

 The Company recognizes changes in redemption value
immediately as they occur and adjusts the carrying value of the Class A ordinary shares subject to possible redemption to equal the redemption
value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date
for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book
value to redemption amount. The change in the carrying value of redeemable shares of Class A ordinary shares resulted in charges against
additional paid-in capital and accumulated deficit.

 F- 13

 Income Taxes

 FASB ASC Topic 740, "Income Taxes,"
prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of December 31, 2023 and 2022. The Company's
management determined that the Cayman Islands is the Company's only major tax jurisdiction. The Company recognizes accrued interest
and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties
as of December 31, 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 subject to income tax examinations by major taxing authorities since
inception.

 There is currently no taxation imposed on income
by the Government of the Cayman Islands. In accordance with Cayman income tax regulations, income taxes are not levied on the Company.
Consequently, income taxes are not reflected in the Company's consolidated financial statements. The Company's management
does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 Net (Loss) Income per Ordinary Share

 The Company complies with accounting and disclosure
requirements of FASB ASC Topic 260, "Earnings Per Share." The Company has two classes of ordinary shares, which are referred
to as Class A ordinary shares and Class B ordinary shares. Income and losses are shared pro rata between the two classes of ordinary shares.
This presentation assumes a business combination as the most likely outcome. Net (loss) income per ordinary share is calculated by dividing
the net (loss) income by the weighted average ordinary shares outstanding for the respective period.

 The calculation of diluted net (loss) income
per ordinary share does not consider the effect of the warrants issued in connection with the Initial Public Offering and the
Private Placement to purchase an aggregate of 9,850,000 Class A ordinary shares in the calculation of diluted (loss) income per
ordinary share, because their exercise is contingent upon future events. As a result, diluted net (loss) income per ordinary share
is the same as basic net (loss) income per share ordinary for the years ended December 31, 2023 and 2022. Accretion
associated with the redeemable Class A ordinary shares is excluded from earnings per ordinary share as the redemption value
approximates fair value.

 The Company has considered the effect of Class
B ordinary shares that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by
the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning
of the interim period to determine the dilutive impact of these shares.

 F- 14

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

 For the Year Ended

 For the Year Ended

 December 31, 2023

 December 31, 2022

 Class A

 Class B

 Class A

 Class B

 Basic net (loss) income per ordinary share:

 Numerator:

 Allocation of net (loss) income – Basic and diluted

 $
 ( 2,133,331
)

 $
 ( 3,143,138
)

 $
 6,825,686

 $
 1,660,224

 Denominator:

 Basic and diluted weighted average ordinary shares outstanding

 4,878,345

 29,550,000

 Basic and diluted net (loss) income per ordinary share

 $
 ( 0.44
)

 $
 ( 0.44
)

 $
 0.23

 $
 0.23

 Recent Accounting Pronouncements

 In June 2016, the FASB issued Accounting Standards
Update ("ASU") 2016-13 – Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial
Instruments ("ASU 2016-13"). This update requires financial assets measured at amortized cost basis to be presented at the
net amount expected to be collected. The measurement of expected credit losses is based on relevant information about past events, including
historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.
Since June 2016, the FASB issued clarifying updates to the new standard including changing the effective date for smaller reporting companies.
The guidance is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early
adoption permitted. The Company adopted ASU 2016-13 on January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on
the Company's consolidated financial statements.

 In June 2022, the FASB issued ASU 2022-03, ASC
Subtopic 820, "Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions". The ASU amends ASC 820
to clarify that a contractual sales restriction is not considered in measuring an equity security at fair value and to introduce new disclosure
requirements for equity securities subject to contractual sale restrictions that are measured at fair value. The ASU applies to both holders
and issuers of equity and equity-linked securities measured at fair value. The amendments in this ASU are effective for the Company in
fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted for both interim
and annual consolidated financial statements that have not yet been issued or made available for issuance. The Company is still evaluating
the impact of this pronouncement on the consolidated financial statements.

 In November 2023, the FASB issued ASU 2023-07,
"Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures". The ASU updates reportable segment disclosure
requirements, primarily through enhanced disclosures about significant segment expenses and information used to assess segment performance.
This update is effective beginning with the Company's 2024 fiscal year annual reporting period, with early adoption permitted. The
Company is currently evaluating the impact that the adoption of this standard will have on its consolidated financial statements.

 In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic
740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the
rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal
years beginning after December 15, 2024. Early adoption is permitted. The Company's management does not believe the adoption of
ASU 2023-09 will have a material impact on its consolidated financial statements and disclosures.

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

 Note 3 — Initial Public Offering

 On February 2, 2021, the Company consummated its
Initial Public Offering of 28,750,000 Units, including 3,750,000 Over-Allotment Units, at $ 10.00 per Unit, generating gross proceeds of
$ 287.5 million, and incurring offering costs of approximately $ 16.4 million, inclusive of approximately $ 10.1 million in deferred underwriting
commissions.

 Each Unit consists of one Class A ordinary share,
and one-third of one redeemable warrant (each, a "Public Warrant"). Each Public Warrant entitles the holder to purchase one
Class A ordinary share at a price of $ 11.50 per share, subject to adjustment (see Note 8).

 Note 4 — Related Party Transactions

 Founder Shares

 On October 30, 2020, the Sponsor paid $ 25,000
to cover certain expenses of the Company in consideration of 7,187,500 Class B ordinary shares, par value $ 0.0001 (the "Founder
Shares"). The Sponsor agreed to forfeit up to 937,500 Founder Shares to the extent that the over-allotment option was not exercised
in full by the underwriters, so that the Founder Shares would represent 20.0 % of the Company's issued and outstanding ordinary shares
(excluding the Private Placement Shares) after the Initial Public Offering. The underwriters fully exercised the over-allotment option
on February 2, 2021; thus, these 937,500 Founder Shares were no longer subject to forfeiture.

 F- 15

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

 Private Placement Units

 Simultaneously with the closing of the Initial Public Offering, the
Company consummated the Private Placement of 800,000 Private Placement Units, at a price of $ 10.00 per Private Placement Unit with the
Sponsor, generating gross proceeds of approximately $ 8.0 million.

 The Private Placement Units (including the Private
Placement Shares, the Private Placement Warrants (as defined below) and Class A ordinary shares issuable upon exercise of such warrants)
will not be transferable or salable until 30 days after the completion of the initial Business Combination. Each whole Private Placement
Warrant underlying the Private Placement Units (the "Private Placement Warrants") is exercisable for one whole Class A ordinary
share at a price of $ 11.50 per share. A portion of the proceeds from the Private Placement Units was added to the proceeds from the Initial
Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the
Private Placement Units and the underlying securities will expire worthless. The Private Placement Warrants will be non-redeemable (except
as described in Note 6 below under "Redemption of warrants for Class A ordinary shares when the price per Class A ordinary share
equals or exceeds $ 10.00 ") and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees.

 The Sponsor and the Company's officers and
directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units until 30 days after
the completion of the initial Business Combination.

 Due to Related Party

 As of December 31, 2023, the Sponsor has paid
$ 20,930 of expenses on behalf on Company, which are included in due to related party in the accompanying consolidated balance sheet as
of December 31, 2023.

 Working Capital Loans – Related Party

 On October 23, 2020, the Sponsor agreed to loan
the Company an aggregate of up to $ 300,000 to cover for expenses related to the Initial Public Offering pursuant to a promissory note
(the "Note"). This loan was non-interest bearing and due upon the completion of the Initial Public Offering. The Company had
borrowed approximately $ 79,000 under the Note and on February 5, 2021, the Company fully repaid the Note. Subsequent to the repayment,
the facility was no longer available to the Company.

 In addition, in order to fund working capital
deficiencies or finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain
of the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required ("Working
Capital Loans"). If the Company completes a Business Combination, the Company may repay the Working Capital Loans out of the proceeds
of the Trust Account released to the Company. Otherwise, the Working Capital Loans may be repaid only out of funds held outside the Trust
Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust
Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lenders'
discretion, up to $ 1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity
at a price of $ 10.00 per unit. The units would be identical to the Private Placement Units.

 On November 9, 2022, the Company entered into
a promissory note agreement ("Sponsor Note") with the Sponsor, providing the Company the ability to borrow up to $ 1.5 million.
On November 17, 2022, the Company drew down $ 100,000 under the Sponsor Note agreement. At various dates during the year ended December
31, 2023 the Company drew down an additional $ 722,500 under the Sponsor Note agreement. As of December 31, 2023 and 2022, the Company
had borrowings of $ 822,500 and $ 100,800, respectively, under the Working Capital Loans.

 Administrative Support Agreement

 The Company entered into an agreement pursuant
to which, commencing on the effective date of the Company's prospectus through the earlier of consummation of the initial Business
Combination or the Company's liquidation, the Company agreed to pay an affiliate of the Sponsor for administrative and other related
services provided to the Company in the amount of $ 50,000 per month; provided, however that such amount may be higher or lower depending
on actual costs incurred during the month. Administrative expenses were included within general and administrative expenses - related
party in the consolidated statements of operations. For the years ended December 31, 2023 and 2022, the Company incurred $ 600,000 in administrative
expenses. As of December 31, 2023 and 2022, the Company had a $ 969,000 and $ 600,000 outstanding balance, respectively, which has been
included in accrued expenses on the consolidated balance sheets.

 F- 16

 In addition, the Sponsor, executive officers and
directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities
on the Company's behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations.
The audit committee will review on a quarterly basis all payments that were made by the Company to the 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 these payments and reimbursements, no compensation of any kind, including finders' and consulting fees, will
be paid by the Company to the Sponsor, executive officers and directors, or any of their respective affiliates, prior to completion of
the initial Business Combination. For the years ended December 31, 2023 and 2022, there was $ 3,724 and $ 26,010 incurred for such expenses,
respectively, included in general and administrative expenses in the accompanying consolidated statements of operations. There was no
outstanding balance in the accompanying consolidated balance sheets as of December 31, 2023 and 2022.

 Non-redemption Agreement

 On January 25, 2023, the Sponsor entered into
Non-Redemption Agreements with various shareholders of the Company pursuant to which these shareholders have committed not to redeem their
BLUA shares in connection with the Special Meeting held on January 31, 2023, but still retained their right to redeem in connection with
the closing of the Business Combination. The commitment to not redeem was accepted by holders of 1,932,000 shares of Class A ordinary
shares. In consideration of this agreement, the Sponsor agreed to transfer a portion of its Class B ordinary shares to the Non-Redeeming
Shareholders at the closing of the Business Combination. Each Shareholder committed to maintain at least 9.9 % of the identified stock
and in return will obtain 50,000 of the identified shares as Class B ordinary shares. The Company estimated the aggregate fair value of
the 483,000 founders shares attributable to the Non-Redeeming Shareholders to be $ 2,333,639 or $ 4.83 per share. Each Non-Redeeming Shareholder
acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value of the founder shares was
determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance, it was recognized
by the Company as a capital contribution by the Sponsor to induce these holders of the Class A shares not to redeem, with a corresponding
charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering cost.

 January 25,

 2023

 Share price at grant date

 $
 10.03

 Risk-free interest rate

 4.67
 %

 Remaining life of SPAC (assuming the Extended Date)

 0.52

 Value in no De-SPAC scenario

 $
 10.39

 Probability of transaction

 %

 Discount rate

 %

 On July 25, 2023, the Sponsor entered into Non-Redemption
Agreements with various shareholders of the Company pursuant to which these shareholders have committed not to redeem their BLUA shares
in connection with the Special Meeting held on August 2, 2023, but still retained their right to redeem in connection with the closing
of the Business Combination. The commitment to not redeem was accepted by holders of 1,784,570 shares of Class A ordinary shares. In consideration
of this agreement, the Sponsor agreed to transfer a portion of its Class B ordinary shares to the Non-Redeeming Shareholders at the closing
of the Business Combination. In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to
such third party or third parties an aggregate of 40,000 shares of the Company held by the Sponsor immediately following consummation
of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special Meeting. The Company estimated
the aggregate fair value of the 356,914 founders shares attributable to the Non-Redeeming Shareholders to be $ 1,782,000 or $ 4.99 per share.
Each Non-Redeeming Shareholder acquired from the Sponsor an indirect economic interest in the founder shares. The excess of the fair value
of the founder shares was determined to be an offering cost in accordance with Staff Accounting Bulletin Topic 5A. Accordingly, in substance,
it was recognized by the Company as a compensation expense to the holders by the Sponsor to induce these holders of the Class A shares
not to redeem, with a corresponding charge to additional paid-in capital to recognize the fair value of the shares transferred as an offering
cost.

 The fair value of the founders shares was based
on the following significant inputs:

 July 25,

 2023

 Share price at grant date

 $
 10.71

 Risk-free interest rate

 5.43
 %

 Remaining life of SPAC (assuming the Extended Date)

 0.53

 Value in no De-SPAC scenario

 $
 10.60

 Probability of transaction

 %

 Discount rate

 %

 F- 17

 Note 5 — Commitments and Contingencies

 Registration Rights

 The holders of Founder Shares, Private Placement
Units, Private Placement Shares, Private Placement Warrants, Class A ordinary shares underlying the Private Placement Warrants and warrants
that may be issued upon conversion of working capital loans (and any Class A ordinary shares issuable upon the exercise of the Private
Placement Warrants and warrants that may be issued upon conversion of Founder Shares and upon conversion of the Working Capital Loans),
were entitled to registration rights pursuant to a registration and shareholder rights agreement signed upon consummation of the Initial
Public Offering. The holders of these securities were entitled to make up to three demands, excluding short form demands, that the Company
registers such securities. In addition, the holders have certain "piggy-back" registration rights with respect to registration
statements filed subsequent to the Company's completion of its Business Combination. However, the registration and shareholder rights
agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until
termination of the applicable lock-up period, which occurs (i) in the case of the Founder Shares, in accordance with the letter agreement
the Company's initial shareholders entered into and (ii) in the case of the Private Placement Warrants and the respective Class
A ordinary shares underlying such warrants, 30 days after the completion of the Company's Business Combination. The Company
will bear the expenses incurred in connection with the filing of any such registration statements.

 Underwriting Agreement

 The Company granted the underwriters a 45-day
option from the final prospectus relating to the Initial Public Offering to purchase up to 3,750,000 additional Units to cover over-allotments,
if any, at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters fully exercised the over-allotment
option on February 2, 2021.

 The underwriters were entitled to an underwriting
discount of $ 0.20 per Unit, or approximately $ 5.8 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition,
$ 0.35 per unit, or approximately $ 10.1 million in the aggregate will be payable to the underwriters for deferred underwriting commissions.
The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company
completes a Business Combination, subject to the terms of the underwriting agreement.

 On September 21, 2023, Goldman Sachs & Co.
LLC waived its entitlement to the payment of $ 10,062,500 deferred underwriting fee in connection with its role as underwriter in the
Company's Initial Public Offering, in respect to any Business Combination. As a result the liability related to the deferred
underwriting commissions was extinguished. Gain on the liability being extinguished was calculated as the net carrying amount of the
extinguished liability which amounted to $ 362,250 and the remainder of the liability of $ 9,700,250 was accounted for as an accretion
to Class A ordinary shares.

 Consulting Agreement

 On March 13, 2023, the Company entered into an
agreement for advisory services in which the advisor assisted the Company as its financial advisor to meet current exchange listing requirements
for NYSE American. In consideration of the Services, the Company shall pay IB CAP a fee of $ 100,000 and 350,000 founder shares of the
Company. The $ 100,000 will be payable upon signing of the Engagement Letter and the shares will be delivered once evidence is provided
that the Services have been completed. The Company agrees that the founder shares to be allocated to IB CAP are not subject to forfeiture
and will not be subject to forfeiture in the future.

 The allocation of the Founder Shares to the advisor
is in the scope of FASB ASC Topic 718, "Compensation-Stock Compensation" ("ASC 718"). Under ASC 718, stock-based
compensation associated with equity-classified awards is measured at fair value upon the grant date. The Company estimated the aggregate
fair value of the 350,000 founders shares attributable to the advisor to be $ 1,701,444 or $ 4.86 per share. The Founder Shares were granted
subject to a performance condition (i.e., the listing on NYSE American). Compensation expense related to the Founder Shares is recognized
only when the performance condition is met under the applicable accounting literature in this circumstance. As of March 31, 2023, the
performance condition had been met and therefore, $ 1,701,444 of stock-based compensation expenses has been recognized in the accompanying
consolidated statement of operations as of December 31, 2023.

 F- 18

 The fair value of the founders shares was based
on the following significant inputs:

 March 21,
 2023

 Share price at grant date

 $
 10.15

 Risk-free interest rate

 4.62
 %

 Remaining life of SPAC (assuming the Extended Date)

 0.37

 Share price in no De-SPAC scenario

 $
 10.39

 Probability of transaction

 %

 Discount rate

 %

 Advisory Agreement

 On March 22, 2023, the Company entered into
an agreement for advisory services in which the advisor will act as the Company's capital markets advisor in connection with capital
or debt raising transaction that will be consummated prior to the Company's initial business combination transaction with the Target
("Offering" or "Transaction").

 The Company shall pay the advisor in connection
with the engagement, if (and only if) the Company consummates a Transaction with Target, the Company shall pay the advisor (i) an advisory
fee equal to $ 2,000,000 in U.S. dollars simultaneously with the closing of the Transaction (the "Advisory Fee"); provided,
however, up to $ 500,000 of the Advisory Fee may be paid by (or on behalf) of the Company in the form of up to 50,000 shares of common
stock or equivalent equity (the "Deferred Shares") of the publicly listed ultimate surviving parent company of the Transaction
(the "Post-Closing Company") which Deferred Shares be valued at $ 10.00 per shar and shall be issued at the closing of the
Transaction if Client delivers a written notice to the advisor that it elects to deliver and (ii) a transaction fee in connection with
any Offering of an amount equal to (A) 2.0 % of the gross proceeds raised from investors and received by the Company or Target simultaneously
with or before the closing of the Offering plus (B) 2.0 % of the gross proceeds released from the Trust Account with respect to any stockholder
of the Company that (x) entered into a non-redemption or other similar agreement or (y) did not redeem shares of Client's securities
(the "Offering Fee", and together with the Advisory Fee, the "Transaction Fee"). The Transaction Fee and each
of its components, other than the Deferred Shares (if elected by Client), shall be payable in U.S. dollars by Client and all components
of the Transaction Fee shall be due to the advisor simultaneously with the closing of the Transaction.

 In addition to the Transaction Fee, the Company
may, in its sole discretion, pay to the advisor a discretionary fee in an amount equal to $ 500,000, payable upon the closing of the
Transaction, if the Company determines in its sole discretion and judgment that the performance of the advisor in connection the Transaction
warrants such additional fee.

 Agreement and Plan of Merger

 On July 21, 2023, the Company (including the successor
after the Domestication (as defined below), entered into an Agreement and Plan of Merger (the "Merger Agreement") with BLUA
Merger Sub LLC, a Texas limited liability company and wholly-owned subsidiary of the Company ("Merger Sub"), and Spinal Stabilization
Technologies, LLC, a Texas limited liability company ("SST"). Pursuant to the Merger Agreement, (i) the Company will domesticate
from a Cayman Islands exempted company to a Delaware corporation (the "Domestication") and (ii) on the Closing Date, following
the Domestication, Merger Sub will merge with and into SST (the "Merger" and together with the Domestication and the other
transactions contemplated by the Merger Agreement, the "Business Combination") with SST continuing as the surviving entity
of the Merger and a subsidiary of the Company (the "Surviving Company"). The Company following the Business Combination is
also referred to as "Surviving Pubco."

 Following the consummation of the Business Combination,
the combined company will be organized in an "Up-C" structure. The combined company's business will continue to operate
through the Surviving Company and its subsidiaries and the Surviving Pubco's sole direct asset will be the equity interests of the
Surviving Company held by it.

 On October 10, 2023, the Company filed a Registration
Statement on form S-4 in relation to the agreement and plan of merger with the Merger Sub, and SST, which Registration Statement has subsequently
been amended but has not yet become effective.

 The Domestication

 Prior to the Closing (as defined below), upon
the terms and subject to the conditions of the Merger Agreement, the Company will domesticate as a Delaware corporation in accordance
with the Delaware General Corporation Law and the Cayman Islands Companies Law (the "Domestication").

 In connection with the Domestication, each issued
and outstanding Class A ordinary share and Class B ordinary share of the Company will convert into one share of Class A common stock of
Surviving Pubco, and each issued and outstanding warrant to purchase Class A ordinary shares of the Company will be exercisable by its
terms to purchase an equal number of shares of Class A common stock of Surviving Pubco.

 F- 19

 Merger Consideration

 At the effective time of the Merger (the "Effective
Time"), by virtue of the Merger and without any action on the part of the Company, SST or any holder of SST membership units immediately
prior to the Effective Time (the "Holders"), each SST membership unit that is issued and outstanding immediately prior to
the Effective Time shall automatically be converted into and become the right to receive the portion of the shares of Surviving Company
Class A Membership Units and Surviving Pubco Class V Common Stock representing, in the aggregate, the Merger Consideration (with each
Holder receiving a number of Surviving Company Class A Membership Units and a corresponding number of Surviving PubCo Class V Common Stock
equal to the quotient of (a) the amount of cash that the Holder would have received had SST sold all of its assets and made a final liquidating
distribution of cash to the Holders in an amount equal to $ 240,000,000 in accordance with Section 5.4 of SST's operating agreement,
divided by (b) $ 10.00), in each case, as more particularly set forth on an allocation statement to be delivered by SST to the Company
in connection with the consummation of the transactions contemplated by the Merger Agreement (the "Closing"). For purposes
of the Merger Agreement, the "Merger Consideration" means a number of Surviving Company Class A Membership Units equal to
the quotient determined by dividing $ 240,000,000 by $ 10.00 and an equal number of shares of Surviving Pubco Class V Common Stock.

 For additional information, refer to BlueRiver's
Current Report on Form 8-K, as filed with the SEC on July 24, 2023.

 Non-Redemption Agreement

 On January 25, 2023, the Company and the Sponsor,
entered into a non-redemption agreement ("Non-Redemption Agreement") with one or more unaffiliated third party or parties
in exchange for such third party or third parties agreeing not to redeem an aggregate of 200,000 shares of the Company sold in its initial
public offering ("Non-Redeemed Shares") at the special meeting called by the Company (the "Special Meeting") to
approve an extension of time for the Company to consummate an initial business combination (the "Extension Proposal") from
February 2, 2023 to August 2, 2023 (the "Extension"). In exchange for the foregoing commitments not to redeem such shares,
the Sponsor has agreed to transfer to such third party or third parties an aggregate of 50,000 shares of the Company held by the Sponsor
immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares through the Special
Meeting. The Non-Redemption Agreements are not expected to increase the likelihood that the Extension Proposal is approved by Company
shareholders but will increase the amount of funds that remain in the Company's trust account following the Special Meeting.

 On July 25, 2023, the Company and the Sponsor,
entered into a non-redemption agreement ("Non-Redemption Agreement") with one or more unaffiliated third party or parties
in exchange for such third party or third parties agreeing not to redeem an aggregate of 200,000 shares of the Company sold in its initial
public offering ("Non-Redeemed Shares") at the special meeting called by the Company (the "Second Special Meeting")
to approve an extension of time for the Company to consummate an initial business combination (the "Second Extension Proposal")
from August 2, 2023 to February 2, 2024 (the "Second Extension"). In exchange for the foregoing commitments not to redeem
such shares, the Sponsor has agreed to transfer to such third party or third parties an aggregate of 40,000 shares of the Company held
by the Sponsor immediately following consummation of an initial business combination if they continue to hold such Non-Redeemed Shares
through the Second Special Meeting. The Non-Redemption Agreements are not expected to increase the likelihood that the Second Extension
Proposal is approved by Company shareholders but will increase the amount of funds that remain in the Company's trust account following
the Second Special Meeting.

 Second Special Meeting

 On August 2, 2023, the Company held the Second
Special Meeting at which the shareholders voted to extend the time the Company has to consummate an initial business combination from
August 2, 2023 to February 2, 2024.

 Third Special Meeting

 On February 2, 2024, the Company held the Third Special Meeting at
which the shareholders voted to extend the time the Company has to consummate an initial business combination from February 2, 2024 to
August 2, 2024 (Note 10).

 F- 20

 Note 6 — Derivative Warrant Liabilities

 As of December 31, 2023 and 2022, the Company
had 9,583,333 Public Warrants and 266,667 Private Warrants outstanding.

 Public Warrants may only be exercised in whole
and only for a whole number of shares. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of
a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Company agreed that as soon as practicable,
but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its 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 its commercially reasonable efforts to cause the same to become effective within 60 business
days after the closing of the 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, as specified in the warrant agreement;
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 its option, require holders of Public Warrants who exercise their warrants to do so on a "cashless basis" in accordance
with Section 3(a)(9) of the Securities Act and, in the event the Company so elect, the Company will not be required to file or maintain
in effect a registration statement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants
is not effective by the 60th day after the closing of the initial Business Combination, warrant holders may, until such time as there
is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement,
exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act or another exemption, but
the Company will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not
available.

 The warrant has an exercise price of $ 11.50, subject
to adjustments as described herein, and will expire five years after the completion of a Business Combination or earlier upon redemption
or liquidation. In addition, if (x) the Company issues additional Class A ordinary shares or equity linked securities for capital raising
purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $ 9.20
per Class A ordinary share (with such issue price or effective issue price to be determined in good faith by the board 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), or the "Newly Issued Price", (y) the aggregate gross proceeds
from such issuances represent more than 60 % of the total equity proceeds, and interest thereon, available for the funding of the initial
Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and (z) the volume-weighted
average trading price of the ordinary shares during the 20 trading day period starting on the trading day after the day on which the Company
consummates its initial Business Combination (such price, the "Market Value") is below $ 9.20 per share, the exercise price
of the warrants will be adjusted (to the nearest cent) to be equal to 115 % of the higher of the Market Value and the Newly Issued Price,
and the $ 10.00 and $ 18.00 per share redemption trigger prices described under "Redemption of warrants when the price per Class A
ordinary share equal or exceed $ 10.00 " and "Redemption of warrants when the price per Class A ordinary share equals or exceeds
$ 18.00 " will be adjusted (to the nearest cent) to be equal to 100 % and 180 % of the higher of the Market Value and the Newly Issued
Price, respectively.

 The Private Placement Warrants have terms and
provisions that are identical to those of the Public Warrants. The Private Placement Warrants (including the Class A ordinary shares issuable
upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of
the initial Business Combination (except pursuant to limited exceptions to the officers and directors and other persons or entities affiliated
with the initial purchasers of the Private Placement Warrants) and they will not be redeemable by the Company (except as described under
"Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 10.00 ") so long as they are held by the
Sponsor or its permitted transferees (except as otherwise set forth herein). The Sponsor, or its permitted transferees, has the option
to exercise the Private Placement Warrants on a cashless basis. If the private Placement Warrants are held by holders other than the Sponsor
or its permitted transferees, the Private Placement Warrants will be redeemable by the Company in all redemption scenarios and exercisable
by the holders on the same basis as the Public Warrants.

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

 Once the warrants become exercisable, the Company
may redeem the outstanding 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 30 days' prior written notice of redemption; and

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

 F- 21

 The Company will not redeem the warrants as described
above unless an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise
of the warrants is effective and a current prospectus relating to those Class A ordinary shares is available throughout the 30-day redemption
period.

 Redemption of warrants when the price per Class
A ordinary share equals or exceeds $ 10.00.

 After the warrants become exercisable, the Company
may redeem the outstanding 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 an agreed table based on the redemption date and the "fair market value" of Class A ordinary shares;

 if, and only if, the closing price of Class A ordinary shares equals or exceeds $ 10.00 per Public Share (as adjusted per share subdivisions, share dividends, reorganizations, recapitalizations and the like) on the trading day before the Company sends the notice of redemption to the warrant holders; and

 if the Reference Value is less than $18.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like), then the Private Placement Warrants must also concurrently be called for redemption on the same terms (except as described herein with respect to a holders' ability to cashless exercise its warrants) as the outstanding Public Warrants as described above.

 The "fair market value" of Class A
ordinary shares for the above purpose shall mean the volume weighted average price of Class A ordinary shares during the 10 trading days
immediately following the date on which the notice of redemption is sent to the holders of warrants. In no event will the warrants be
exercisable in connection with this redemption feature for more than 0.361 Class A ordinary shares per warrant (subject to adjustment).

 If the Company has not completed the initial Business
Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not
receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company's assets held
outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless.

 Note 7 — Class A Ordinary Shares Subject to Possible Redemption

 The Company's Class A ordinary shares feature
certain redemption rights that are considered to be outside of the Company's control and subject to the occurrence of future events.
The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $ 0.0001 per share. Holders of the
Company's Class A ordinary shares are entitled to one vote for each ordinary share. As of December 31, 2023 and 2022, there were
 2,811,744 and 29,550,000 shares of Class A ordinary shares outstanding, of which 1,872,928 and 28,750,000 shares were subject to possible
redemption and are classified outside of permanent equity in the consolidated balance sheets, respectively.

 The Class A ordinary shares subject to possible
redemption reflected on the consolidated balance sheets is reconciled on the following table:

 Gross Proceeds

 $
 287,500,000

 Less:

 Proceeds allocated to Public Warrants

 ( 10,350,000
)

 Class A ordinary shares issuance costs

 ( 15,806,778
)

 Plus:

 Accretion of carrying value to redemption value

 26,156,778

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

 287,500,000

 Increase in Class A ordinary shares subject to possible redemption

 3,925,100

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

 291,425,100

 Less:

 Redemption of Class A ordinary shares subject to possible redemption

 ( 273,410,361
)

 Decrease in Class A ordinary shares subject to possible redemption

 ( 7,635,278
)

 Plus:

 Waiver of Class A shares issuance costs

 9,700,250

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

 $
 20,079,711

 F- 22

 Note 8 — Shareholders' Deficit

 Preference Shares — The Company
is authorized to issue 1,000,000 preference shares 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 200,000,000 Class A ordinary shares with a par value of $ 0.0001 per share. As of December 31,
2023 and 2022, there were 2,672,928 and 29,550,000 shares of Class A ordinary shares outstanding, of which 1,872,928 and 28,750,000 were
subject to possible redemption and are classified outside of permanent equity in the consolidated balance sheets, respectively, (see Note
7).

 Class B Ordinary Shares —
The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $ 0.0001 per share. As of December 31, 2023 and
2022, there were 7,187,500 Class B ordinary shares issued and outstanding (see Note 4).

 Ordinary shareholders of record are entitled to
 one vote for each share held on all matters to be voted on by shareholders. Except as described below, 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 shareholders except
as required by law.

 The Class B ordinary shares will automatically
convert into Class A ordinary shares on the first business day following the consummation of the initial Business Combination at a ratio
such that the number of Class A ordinary shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted
basis, 20 % of the sum of (i) the total number of ordinary shares issued and outstanding upon the consummation of the Initial Public Offering
(excluding the Private Placement Shares underlying the Private Placement Units), plus (ii) the sum of the total number of Class A ordinary
shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued,
by the Company in connection with or in relation to the consummation of the initial Business Combination (net of any redemptions of Class
A ordinary shares by public shareholders), 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 units issued to the Sponsor, members of the management team or any of their affiliates upon conversion of Working Capital Loans.
In no event will the Class B ordinary shares convert into Class A ordinary shares at a rate of less than one-to-one.

 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 techniques that the Company utilized to determine such fair value.

 December 31, 2023

 Quoted Prices

 Significant Other

 Significant Other

 in Active

 Observable

 Unobservable

 Markets

 Inputs

 Inputs

 Description

 (Level 1)

 (Level 2)

 (Level 3)

 Liabilities:

 Derivative warrant liabilities - Public Warrants

 $
 —

 $
 383,333

 $
 —

 Derivative warrant liabilities - Private Placement Warrants

 $
 —

 $
 10,667

 $
 —

 December 31, 2022

 Quoted Prices

 Significant Other

 Significant Other

 in Active

 Observable

 Unobservable

 Markets

 Inputs

 Inputs

 Description

 (Level 1)

 (Level 2)

 (Level 3)

 Assets:

 Investments held in Trust Account - US Treasury securities

 $
 291,525,100

 $
 —

 $
 —

 Liabilities:

 Derivative warrant liabilities - Public Warrants

 $
 —

 $
 191,667

 $
 —

 Derivative warrant liabilities - Private Placement Warrants

 $
 —

 $
 5,333

 $
 —

 Working capital loans - related party

 $
 —

 $
 100,800

 $
 —

 F- 23

 Transfers to/from Levels 1, 2, and 3 are recognized
at the beginning of the reporting period. The estimated fair value of the Public Warrants transferred from a Level 3 measurement to a
Level 1 fair value measurement in March 2021 when the Public Warrants were separately listed and traded. The estimated fair value of the
Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 fair value measurement at the same time as Public Warrants,
as the transfer of Private Placement Warrants to anyone who is not a permitted transferee would result in the Private Placement Warrants
having substantially the same terms as the Public Warrants. The estimated fair value of Public Warrants was transferred from a Level 1
measurement to a Level 2 measurement due to lack of trading activity as of June 30, 2022. The Public Warrants were still held at Level
2 as of December 31, 2023. There were no other transfers to/from Levels 1, 2, and 3 during the year ended December 31, 2023.

 As of December 31, 2023, it was determined that the conversion option
was de minimis, as such the Company has recorded the Working Capital Loans at par value.

 Level 1 instruments include investments in money
market funds that invest solely in U.S. Treasury securities. The Company uses quoted market prices from dealers or brokers, and other
similar sources to determine the fair value of its investments.

 Level 2 instruments include Private Placement
Warrants, Public Warrants and Working Capital Loans – related party. The Company uses the same quoted market prices from dealers
or brokers, and other similar sources as Public Warrants to determine the fair value of its investments.

 There were no Level 3 measurement inputs used
at December 31, 2023 and 2022.

 Note 10 — Subsequent Events

 The Company evaluated subsequent events and transactions
that occurred up to the date of the consolidated financial statements were issued. Based upon this review, other than described below,
the Company determined that there have been no other events that have occurred that would require adjustments to the disclosures in the
consolidated financial statements.

 On February
2, 2024, the Company held an Extraordinary General Meeting at which the shareholders voted to extend the time the Company has to consummate
an initial business combination from February 2, 2024 (the "Original Termination Date") up to 6 times by an additional
1 month each month after the Original Termination Date, by resolution of the Board, upon deposit of $ 0.025 into the Company's Trust
Account for each Public Share that has not been redeemed in accordance with the terms of Company's amended and restated memorandum
and articles of association, provided that such extension payment must be made prior to, on, or as soon as practicable after, the applicable
Termination Date, until August 2, 2024, the date by which, if the Company has not consummated a merger, share exchange, asset acquisition,
share purchase, reorganization or similar business combination involving the Company, with one or more businesses or entities, the Company
must (a) cease all operations except for the purpose of winding up; (b) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the Class A ordinary shares sold in the Company's initial public offering; and (c) as promptly as reasonably
possible following such redemption, subject to the approval of the Company's remaining shareholders and the directors, liquidate
and dissolve, subject in each case to its obligations under Cayman Islands law to provide for claims of creditors and in all cases subject
to the other requirements of applicable law.

 In connection with such vote, on February 2, 2024,
the holders of an aggregate of 305,218 Public Shares exercised their right to redeem their shares for an aggregate of approximately $ 3,301,573 in cash held in the Trust Account.

 On February 2, 2024, the parties to the Merger
Agreement entered into that certain Amendment to Agreement and Plan of Merger (the "Amendment") pursuant to which the parties
agreed to extend the date on which the Merger Agreement may be terminated by the parties if the Closing (as defined in the Merger Agreement)
has not occurred from February 2, 2024 until March 31, 2024. The foregoing description of the Amendment is not complete and is subject
to and qualified in its entirety by reference to the Amendment, a copy of which is filed with the Current Report on Form 8-K, filed on
February 7, 2024, as Exhibit 2.1, and the terms of which are incorporated by reference herein.

 On February 2, 2024, the
Company received a letter from the NYSE American LLC ("NYSE American" or the "Exchange") stating that the staff
of NYSE Regulation has determined to commence proceedings to delist the Company's Class A ordinary shares, Units and Rights (collectively,
the "Securities") pursuant to Sections 119(b) and 119(f) of the NYSE American Company Guide because the Company failed to
consummate a business combination within 36 months of the effectiveness of its initial public offering registration statement, or such
shorter period that the Company specified in its registration statement. At this time, the Securities have not been suspended and will
continue to trade.

 As indicated in the letter
from NYSE American, the Company has a right to a review of the delisting determination by a Committee of the Board of Directors of the
Exchange, provided a written request for such review is requested no later than February 9, 2024. The Company intends to make such request.

 F- 24

 SIGNATURES

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

 Blue River Acquisition Corp.

 /s/ John Gregg

 Name: John Gregg

 Title: Co-Chief Executive Officer

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

 Name

 Position

 Date

 /s/ John Gregg

 Co-Chairman and Co-Chief Executive Officer

 John Gregg

 (Principal Executive Officer)

 /s/ Randall Mays

 Co-Chairman, Co-Chief Executive Officer and Chief
 Financial Officer

(Principal Financial and Accounting Officer)

 Randall Mays

 /s/ Eric Medina

 Managing Director, Head of Finance and Corporate Development

 Eric Medina

 /s/ Anne Farlow

 Anne Farlow

 /s/ Alok Sama

 Alok Sama

 /s/ John E Sununu

 John E. Sununu

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