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 year ended December 31, 2023

 OR

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

 FOR THE TRANSITION PERIOD FROM

 TO

 COMMISSION FILE NUMBER: 001-41112

 Blue Ocean Acquisition Corp.

 (Exact name of registrant as specified in
its charter)

 Cayman Islands

 98-1593951

 (State or other jurisdiction of

incorporation or organization)

 (I.R.S. Employer

Identification Number)

 2 Wisconsin Circle,
 7th Floor
 Chevy Chase, MD 20815

 20815

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: (240) 235-5049

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

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

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

 BOCNU

 The Nasdaq Stock Market LLC

 Class A ordinary share, par value $0.0001 per share

 BOCN

 The Nasdaq Stock Market LLC

 Redeemable warrants, each exercisable for one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment

 BOCNW

 The Nasdaq Stock Market 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 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.

(1) has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports) and has been subject to such filing
requirements for the past 90 days. Yes No.

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

 Large accelerated filer
 Accelerated filer
 Non-accelerated filer
 Smaller reporting company

 Emerging growth company

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

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 Act). Yes
No.

 The aggregate market value of the ordinary shares
held by non-affiliates of the registrant, computed as of June 30, 2023 (the last business day of the registrant's most recently
completed second fiscal quarter) was $ 145,001,923. The registrant's units commenced public trading on the Nasdaq Global Market on
December 3, 2021, and its Class A ordinary shares and warrants commenced separate public trading on the Nasdaq Global Market on January
24, 2022.

 As of March 21, 2024, there were 6,157,215 Class
A ordinary shares and 4,743,750 Class B ordinary shares of the registrant issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 ii

 Item 1.

 Business.

 Item 1A.

 Risk Factors.

 Item 1B.

 Unresolved Staff Comments.

 Item 1C.

 Cybersecurity.

 Item 2.

 Properties.

 Item 3.

 Legal Proceedings.

 Item 4.

 Mine Safety Disclosures.

 Item 5.

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

 Item 6.

 Reserved.

 Item 7.

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

 Item 7A.

 Quantitative and Qualitative Disclosures About Market Risk.

 Item 8.

 Financial Statements and Supplementary Data.

 Item 9.

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

 Item 9A.

 Controls and Procedures.

 Item 9B.

 Other Information.

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance.

 Item 11.

 Executive Compensation.

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related 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.

 Index to Financial Statements

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This report, including, without
limitation, statements under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations,"
includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. 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 report may include,
for example, statements about:

 our ability to select an appropriate target business or businesses;

 our
 ability to complete our initial business combination;

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

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

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

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

 our
 pool of prospective target businesses;

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

 our
 public securities' potential liquidity and trading;

 the
 lack of a market for our securities;

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

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

 our
 financial performance following our initial business combination.

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

 ii

 PART 1

 References in this report
to "we," "us," "our," "company" or "our company" are to Blue Ocean Acquisition
Corp, to "management" or our "management team" are to our directors and officers and to the "sponsor"
are to Blue Ocean Sponsor LLC, a Cayman Islands limited liability company. References to "founder shares" are to our Class
B ordinary shares initially purchased by our sponsor in a private placement prior to our initial public offering, and the Class A ordinary
shares issued upon the conversion thereof as provided herein, and references to "initial shareholders" are to holders of our
founder shares prior to our initial public offering.

 Item 1. Business.

 Introduction

 Blue Ocean Acquisition Corp
is a blank check company incorporated on March 26, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger, share
exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which
we refer to throughout this report as our initial business combination. We have neither engaged in any operations nor generated any revenue
to date. Based on our business activities, we are a "shell company" as defined under the Exchange Act of 1934 (the "Exchange
Act") because we have no operations and nominal assets consisting almost entirely of cash.

 Company History

 On December 7, 2021, we consummated
our initial public offering (the "IPO") of 16,500,000 units (the "Units"), each Unit consisting of one Class A
ordinary share of the Company, par value $0.0001 per share (the "Class A ordinary shares") and one-half of one redeemable
public warrant of the Company (each, a "Warrant"), each whole Warrant entitling the holder thereof to purchase one Class A
ordinary share for $11.50 per share (subject to adjustment). The Units were sold at a price of $10.00 per Unit, and the IPO generated
gross proceeds of $165,000,000. Substantially concurrent with the closing of the IPO, we consummated a private placement (the "Private
Placement") with our sponsor and a fund managed by affiliates of Apollo Global Management, Inc ("Apollo"), of an aggregate
of 8,235,000 warrants (the "private placement warrants") at a price of $1.00 per private placement warrant, generating gross
proceeds to the Company of $8,235,000. On December 7, 2021, a total of $168,300,000 of the net proceeds from the IPO and the Private Placement
were deposited in a trust account established for the benefit of the Company's public shareholders at J.P. Morgan Chase Bank, N.A.
(the "Trust Account"), with Continental Stock Transfer & Trust Company, acting as trustee.

 On December 7, 2021, the Underwriter
exercised in full the option granted to them by the Company to purchase up to 2,475,000 additional Units (the "Over-Allotment Option
Units") solely to cover over-allotments, which option was granted to them under the underwriting agreement for the IPO. The sale
of these 2,475,000 Over-Allotment Option Units closed on December 9, 2021, generating gross proceeds of $24,750,000. Substantially concurrent
with the closing of the over-allotment option, we consummated a private placement (the "Additional Private Placement" and,
together with the Private Placement, the "Private Placements") with our sponsor of an additional 990,000 private placement
warrants at a price of $1.00 per private placement warrant, generating gross proceeds of $990,000. On December 9, 2021, a total of $25,245,000
of the proceeds from the closing of the Over-Allotment Option Units and the Additional Private Placement were deposited into the Trust
Account, resulting in a total deposit of $193,545,000 in the Trust Account since the Trust Account was established. The net proceeds deposited
into the Trust Account remain on deposit in the Trust Account earning interest and are available for a business combination, assuming
no redemptions, after payment of up to $6,641,250 of deferred underwriting fees, before fees and expenses associated with our initial
business combination.

 On January 21, 2022 we announced
that, commencing January 24, 2022, holders of the 18,975,000 Units sold in our initial public offering may elect to separately trade Class
A ordinary shares and the Warrants included in the Units. Those Units not separated continued to trade on the Nasdaq Global Market under
the symbol "BOCNU" and Class A ordinary shares and warrants that were separated trade under the symbols "BOCN"
and "BOCNW," respectively.

 On June 6, 2023, the Company
entered into an agreement and plan of merger (the "Merger Agreement") with The News Lens Co., Ltd., a Cayman Islands exempted
company ("TNL"), and TNL Mediagene, a Cayman Islands exempted company and wholly owned subsidiary of TNL ("Merger Sub").
On the terms and subject to the conditions set forth in the Merger Agreement, the parties thereto will enter into a business combination
transaction pursuant to which, among other things, Merger Sub will merge with and into the Company, with the Company surviving the Merger
as a wholly owned subsidiary of TNL (the "Merger").

 On
August 29, 2023, shareholders of the Company held an extraordinary general meeting of shareholders (the "Extraordinary General Meeting")
in lieu of the 2023 annual general meeting of the shareholders of the Company. At the Extraordinary General Meeting, the Company's
shareholders approved the proposal to amend the Company's Amended and Restated Memorandum and Articles of Association to give the
Company the right to extend the date by which it has to consummate a business combination from September 7, 2023 to June 7, 2024, by depositing
into the Trust Account $60,000 for each of the nine subsequent one-month extensions. In connection therewith the shareholders of record
were provided the opportunity to exercise their redemption rights (the "Extension Amendment"). Holders of 12,817,785 shares
of Class A ordinary shareholders exercised their right to redemption at a per share redemption price of approximately $10.67. On September
5, 2023, a total of $136,786,445 in redemption payments were made in connection with this redemption. Following the redemption, the
Company had a total of 6,157,215 shares of Class A ordinary shares outstanding.

 At the closing of the transactions
(the "Closing"), by virtue of the Merger, the outstanding shares and warrants will be canceled and converted into the right
to receive equivalent shares and warrants of TNL, and TNL is expected to be the publicly traded company with its ordinary shares and warrants
listed on The Nasdaq Stock Market LLC ("Nasdaq").

 Business Strategy

 Our business strategy is to
identify and complete a business combination that can create value for shareholders over time. We believe our experience and deep network
of relationships will help us identify a significant number of appealing business combination opportunities and enable us to evaluate
these opportunities. Our management team has significant experience in multiple business models, across geographies and markets. Moreover,
we believe that our management team's backgrounds will make us attractive, long-term partners to business combination targets and
help the post-business combination company to thrive in the public markets.

 Our approach to sourcing and
evaluating investment opportunities will draw on our management team's experience and what we consider to be best practices for
value creation. We plan to leverage our management team's extensive experience and expertise in a methodical process to identify
best-in-class initial business combination targets.

 Acquisition Criteria

 We intend to pursue opportunities
with exceptional growth companies addressing large market opportunities in highly differentiated ways. We are not limited by geography-either
by focusing only on the U.S. or developed markets or by exploring only large emerging markets. We draw on our management team's
decades of global experience in sourcing transactions, understanding and conducting due diligence on new breakthrough technologies and
leadership teams in order to identify and then negotiate a corporate combination. Our management team has experience in a number of areas
related to business information and data, new products, digital video and audio platforms, including podcasting, sports and gaming media,
and events platforms. We intend to find a target company that defines, is capable of significant and sustained growth, and relies on a
disruptive and highly defensible strategy.

 Valuation: We intend to target companies
whose enterprise value is greater than $200 million. Companies of this size offer the potential for significant long-term shareholder
return.

 High growth sectors: We intend to seek
companies within the consumer Internet sector and adjacent industry segments, including, but not limited to, online marketplaces, education
technology, advertising technology and direct-to-consumer e-Commerce businesses.

 Differentiation and scale: We intend to
seek to invest in a business with a clearly differentiated market strategy and a clear vision for how it will scale the business and deploy
a capital infusion effectively to accelerate growth, maintain or improve margins and outlast competition.

 Geography: We intend to seek opportunities
globally, with a particular emphasis on large-population, high-growth emerging regions in Asia and the Americas, including the United
States.

 Large market opportunities: We intend to
seek opportunities that have traction and the potential to scale significantly into leaders in their markets. The addressable size of
the market has to justify not only the valuation at the time of our initial business combination but also leave considerable runway for
future upside. We intend to prioritize companies that take a "winner takes most" or "first mover advantage" approach.

 Growth: We intend to seek companies that
are on a sustainable growth trajectory, benefiting from the tailwinds of global Internet adoption.

 Management excellence: We intend to look
for teams that are creative, ambitious, visionary and data-driven. A consistent record of growth, experience overcoming challenges, and
strategic vision are essential attributes.

 Operational maturity: We intend to seek
companies which have the requisite compliance, financial controls and reporting processes in place and are ready for the regulatory requirements
of a public entity.

 Best-in-class technology: Proprietary technology,
or skillful deployment of technology and data, is essential to long-term success. So, too, is early-to-market deployment: Speed is a competitive
advantage in the use of technology and data.

 Opportunistic Strategy: The ability to
effect business transformation and achieve growth requires an adaptable, market-tested, data-driven decision-making process and an experienced
team. Where a target company's leadership may lack this experience, our team, including our board members and advisors, can bring
great depth in adaptive leadership.

 Benefit from being public: We intend to
work with management and stakeholders who aspire to have their company become a public entity and generate substantial growth. The benefits
of transitioning from a private to a public entity may include broader access to debt and equity providers, liquidity for employees and
potential acquisitions, and expanded branding in the marketplace.

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

 We will have until June 7,
2024, to consummate an initial business combination, pursuant to the terms of our amended and restated memorandum and articles of association
which give the Company the right to extend the date by which it has to consummate a business combination from September 7, 2023, to June
7, 2024, by depositing into the Trust Account $60,000 for each of the nine subsequent one-month extensions.

 Acquisition Process

 We intend to conduct thorough
due diligence to determine a prospective target's quality and intrinsic value. That would include reviewing financial statements,
legal documents, patents and proprietary technology, and historical data. We intend to meet with members of management, consult with industry
experts, clients and competitors, and seek information from analysts and others familiar with the prospective target company's business
and prospects.

 The target business or businesses
that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (excluding
the amount of deferred underwriting commissions held in trust and taxes payable on the income earned on the Trust Account) at the time
of the execution of a definitive agreement for its initial business combination. Our board of directors considered the opinion delivered
by Newbridge Securities Corporation ("Newbridge") to the effect that, as of the date of the opinion, and subject to and based
on the assumptions made, procedures followed, matters considered, limitations of the review undertaken and qualifications contained in
the opinion, the proposed business combination with TNL Mediagene is fair to Blue Ocean from a financial point of view and that TNL Mediagene
has a fair market value equal to at least eighty percent (80%) of the balance of funds in Blue Ocean's Trust Account (excluding
deferred underwriting commissions and taxes payable).

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

 In addition, we have agreed
not to enter into a definitive agreement regarding an initial business combination without the prior consent of our sponsor. To the extent
we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development
or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate
the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk
factors.

 If our initial business combination
is paid for using equity or debt securities or not all of the funds released from the Trust Account are used for payment of the consideration
in connection with our initial business combination or used for redemption 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
post-transaction businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination,
to fund the purchase of other companies or for working capital.

 We may 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.

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

 We will provide our public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business
days prior to the consummation of our initial business combination, including interest (net of taxes paid or payable), divided by the
number of then issued and outstanding public shares, subject to the limitations described herein. The amount in the Trust Account is initially
anticipated to be $10.20 per public share. The per share amount we will distribute to investors who properly redeem their shares will
not be reduced by the deferred underwriting commissions we will pay to the underwriter. The redemption rights will include the requirement
that any beneficial owner on whose behalf a redemption right is being exercised must identify itself in order to validly redeem its shares.
Further, subject to the provisions of our amended and restated memorandum and articles of association, 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
initial shareholders and Apollo have entered into agreements with us, pursuant to which they have agreed to waive their redemption rights
with respect to their founder shares and, with the exception of Apollo and certain advisors to the Company party thereto, any public shares
held by them in connection with the completion of our initial business combination. The other members of our management team have entered
into agreements similar to the one entered into by our sponsor with respect to any public shares held by them.

 Manner of Conducting Redemptions

 We will provide our public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
either (i) in connection with a general meeting called to approve the business combination or (ii) by means of a tender offer. In the
case of a general meeting, such election must be made, unless extended by us in our sole discretion, no later than two business days prior
to the initially scheduled vote on the proposal to approve the initial business combination. The decision as to whether we will seek shareholder
approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based
on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder
approval under applicable law or stock exchange listing requirement. Under Nasdaq 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 outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association would typically require
shareholder approval. If we structure a business combination transaction with a target company in a manner that requires shareholder approval,
we will not have discretion as to whether to seek a shareholder vote to approve the proposed business combination. We currently intend
to conduct redemptions in connection with a shareholder vote unless shareholder approval is not required by applicable law or stock exchange
listing requirement or we choose to conduct redemptions pursuant to the tender offer rules of the SEC for business or other reasons.

 If we hold a shareholder vote to approve our initial
business combination, we will:

 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 tender offer
 rules; and

 file
 proxy materials with the SEC.

 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.

 Submission of Our Initial Business Combination
to a Shareholder Vote

 In connection with any vote
for a proposed business combination, including the vote with respect to the business combination proposal, the Sponsor has agreed to vote
its Blue Ocean shares in favor of such proposed business combination. In the event that we seek shareholder approval of our initial business
combination, we will distribute proxy materials and, in connection therewith, provide our public shareholders with the redemption rights
described above upon completion of the initial business combination.

 If we seek shareholder approval,
we will complete our initial business combination only if we receive an ordinary resolution under 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 initial
shareholders have agreed to vote their founder shares and, with the exception of Apollo and certain advisors to the Company, any public
shares in favor of our initial business combination. 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 initial shareholders have entered into agreements with
us, pursuant to which they have agreed (i) to waive their redemption rights with respect to their founder shares and public shares in
connection with the completion of our initial business combination, (ii) to waive their redemption rights with respect to their founder
shares and public shares in connection with a shareholder vote to approve an amendment to our amended and restated memorandum and articles
of association (a) that would affect the substance or timing of our obligation to provide for the redemption of our public shares in connection
with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial business combination
by June 7, 2024 or (b) with respect to any other provision relating to shareholders' rights or pre-initial business combination
activity.

 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 provide that a public shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as
defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to Excess Shares (as defined
below), 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 Class A ordinary shares that
are part of the Units sold in the IPO could threaten to exercise its redemption rights if such holder's shares are not purchased
by us, our sponsor or our management at a premium to the then-current market price or on other undesirable terms. By limiting our shareholders'
ability to redeem no more than 15% of the Class A ordinary shares that are part of the Units sold in the IPO without our prior consent,
we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete our initial
business combination, particularly in connection with a business combination with a target that requires as a closing condition that we
have a minimum net worth or a certain amount of cash. However, we would not be restricting our shareholders' ability to vote all
of their shares (including Excess Shares) for or against our initial business combination.

 Redemption of Public Shares and Liquidation
if No Initial Business Combination

 Our amended and restated memorandum
and articles of association provide that we will have only until June 7, 2024 to complete our initial business combination. If we do not
complete our initial business combination within such time period, we will: (i) cease all operations except for the purpose of winding
up; (ii) as promptly as reasonably possible but not more than 10 business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $100,000 of interest
to pay dissolution expenses and net of taxes paid or payable), divided by the number of then issued and outstanding public shares, which
redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation
distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining
shareholders and our board of directors, liquidate and dissolve, subject in each case, to our obligations under Cayman Islands law to
provide for claims of creditors and in all cases subject to the other requirements of applicable law. There will be no redemption rights
or liquidating distribution with respect to our warrants, which will expire worthless if we fail to complete our initial business combination
before June 7, 2024.

 The underwriter has agreed
to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business
Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that
will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value
of the assets remaining available for distribution will be less than the Public Offering price per Unit ($10.00).

 The Sponsor and Apollo have
agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares and Private Placement
Warrants it will receive if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor,
Apollo or any of their respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from
the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed
to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not
complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held
in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible
that the per share value of the assets remaining available for distribution will be less than the Public Offering price per Unit ($10.00).

 Corporate Information

 Our executive offices are located at 2 Wisconsin Circle, 7th Floor,
Chevy Chase, MD 20815, and our telephone number is (240) 235-5049. We maintain a corporate website at
The information that may be contained on or accessible through our corporate website or any other website that we may maintain is not
part of this report and is not incorporated herein by reference.

 We are required to file Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material
events in Current Reports on Form 8-K. These reports are available on our website. The SEC maintains an Internet website that contains
reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The SEC's
Internet Website is located at  In addition, the Company will provide copies of these documents without charge upon
request at info@boacquisition.com or by telephone at (240) 235-5049.

 Status as a Public Company

 We believe our structure makes
us an attractive business combination partner to target businesses. As an existing public company, we offer a target business an alternative
to a 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 shares of stock 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 a 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 underwriter's 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.

 We are an "emerging
growth company," as defined in Section 2(a) of the Securities Act of 1933, as amended, or the Securities Act, as modified by the
Jumpstart Our Business Startups Act of 2012, or 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,
or 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 our IPO,
(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 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 securities
during the prior three-year period. References herein to "emerging growth company" will 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 equals
or exceeds $250 million as of the end of that year's second fiscal quarter, and (2) our annual revenues equaled or exceeded $100
million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or exceeds $700 million
as of the end of that year's second fiscal quarter. To the extent we take advantage of such reduced disclosure obligations, it may
also make comparison of our financial statements with other public companies difficult or impossible.

 Competition

 We expect to encounter intense
competition from other entities having a business objective similar to ours, including private investors (which may be individuals or
investment partnerships), other special purpose acquisition 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, 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.

 Facilities

 We currently maintain our
executive offices at 2 Wisconsin Circle, 7th Floor, Chevy Chase, MD 20815. The cost for our use of this space is included in the $10,000
per month fee we have agreed to pay to an affiliate of our sponsor for office space, administrative and support services. We consider
our current office space adequate for our current operations.

 Employees

 We currently have four executive
officers: Marcus Brauchli, our Chairman, Richard Leggett, our Chief Executive Officer, Matt Lasov, our Chief Financial Officer, and Sean
Glodek, our Vice President. These individuals are not obligated to devote any specific number of hours to our affairs 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.

 Item 1A. Risk
Factors.

 You should carefully consider
the following risk factors and all the other information contained in this report, including the financial statements. If any of the following
risks occur, our business, financial condition or results of operations may be materially and adversely affected. In that event, the trading
price of our securities could decline, and you could lose all or part of your investment. The risk factors described below are not necessarily
exhaustive and you are encouraged to perform your own investigation with respect to us and our business.

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

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

 We are a blank check company
incorporated as a Cayman Islands exempted company with no operating results, and we did not commence operations until after the closing
of our IPO in December 2021. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our
business objective of completing our initial business combination. We do not yet have any 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.

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

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

 Because 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 vote. Accordingly, your only opportunity to affect the investment decision
regarding our initial 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 initial shareholders, Apollo and members of our management team have agreed to vote in favor of such
initial business combination, regardless of how our public shareholders' vote.

 Our initial shareholders,
Apollo and management team also may from time-to-time purchase Class A ordinary shares prior to our initial business combination. Our
amended and restated memorandum and articles of association provide that, if we seek shareholder approval of an initial business combination,
such initial business combination will be approved only if we receive 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, including the founder
shares. If we seek shareholder approval of our initial business combination, our initial shareholders, Apollo and members of our management
team have agreed to vote in favor of such initial business combination, regardless of how our public shareholders' vote. As a result,
in addition to our initial shareholders' and Apollo's shares, we would need approximately 133,816 or 1.2% (assuming all outstanding
shares are voted) of 10,900,965 shares outstanding as of December 31, 2023 to be voted in favor of a transaction, in order to have such
initial business combination approved. Additionally, although none of our sponsor, officers or directors have expressed any current intention
to purchase our public shares, they are not restricted from doing so and there is no ceiling on the number of our public shares they may
purchase. If they purchase any of our public shares and retain such shares until any shareholders vote on our initial business combination,
the approval of our initial business combination by our shareholders will be even more likely. In the event that Apollo purchases Units
and votes its public shares in favor of our initial business combination, a smaller portion of affirmative votes from other public shareholders
would be required to approve our initial business combination. As there is no ceiling on the number of Units that may be purchased by
Apollo or on the number of our Units, shares or warrants that Apollo may purchase, the extent of Apollo's influence on such shareholders
vote may be even more significant. Accordingly, if we seek shareholder approval of our initial business combination, the agreement by
our initial shareholders, Apollo and management team to vote in favor of our initial business combination will increase the likelihood
that we will receive the requisite shareholder approval for such initial business combination.

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

 We may seek to enter into
a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net
worth or a certain amount of cash. If too many public shareholders exercise their redemption rights, we would not be able to meet such
closing condition and, as a result, would not be able to proceed with the business combination. Prospective targets will be aware of these
risks and, thus, may be reluctant to enter into a business combination transaction with us.

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

 At the time we enter into
an agreement for our initial business combination, we will not know how many shareholders may exercise their redemption rights, and therefore
will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If
our initial business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price or
requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such
requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially
expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third
party financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher
than desirable levels. In addition, the amount of the deferred underwriting commissions payable to the underwriter will not be adjusted
for any shares that are redeemed in connection with an initial business combination. The per-share amount we will distribute to shareholders
who properly exercise their redemption rights will not be reduced by the deferred underwriting commission and after such redemptions,
the amount held in trust will continue to reflect our obligation to pay the entire deferred underwriting commissions. The above considerations
may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.

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

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

 The requirement that we complete our initial
business combination before June 7, 2024 may give potential target businesses leverage over us in negotiating a business combination and
may limit the time we have in which to conduct due diligence on potential business combination targets, in particular as we approach our
dissolution deadline, which could undermine our ability to complete our initial business combination on terms that would produce value
for our shareholders.

 Any potential target business
with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination
before June 7, 2024. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that
if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial
business combination with any target business. This risk will increase as we get closer to the time frame described above. In addition,
we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected
upon a more comprehensive investigation.

 Our search for a business combination,
and any target business with which we ultimately consummate a business combination, may be materially adversely affected by natural and
man-made events and the status of debt and equity markets.

 Our ability to consummate
a transaction may be dependent on the ability to raise equity and debt financing which may be impacted by natural and man-made events
(such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases), including as a result of increased
market volatility, decreased market liquidity in third-party financing being unavailable on terms acceptable to us or at all.

 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 seeking targets for their initial business combination, as well as many such companies currently in registration. As a result,
at times, fewer attractive targets may be available, and it may require more time, more effort and more resources to identify a suitable
target and to consummate an initial business combination.

 In addition, because there
are more special purpose acquisition companies seeking to enter into an initial business combination with available targets, the competition
for available targets with attractive fundamentals or business models may increase, which could cause 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.

 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. 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. There can be no assurance that these trends will not continue.

 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, 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.

 We may not be able to complete our initial
business combination before June 7, 2024 in which case we would cease all operations except for the purpose of winding up and we would
redeem our public shares and liquidate.

 We may not be able to find
a suitable target business and complete our initial business combination before June 7, 2024. Our ability to complete our initial business
combination may be negatively impacted by general market conditions, volatility in the capital and debt markets and the other risks described
herein. Natural and man-made events (such as terrorist attacks, natural disasters or a significant outbreak of other infectious diseases)
may negatively impact businesses we may seek to acquire. If we do not complete our initial business combination within the completion
window, we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than
10 business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including interest (less up to $100,000 of interest to pay dissolution expenses and net of taxes paid or payable),
divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish Public Shareholders'
rights as shareholders (including the right to receive further liquidation distributions, if any); and (iii) as promptly as reasonably
possible following such redemption, subject to the approval of our remaining shareholders and our board of directors, liquidate and dissolve,
subject in each case, to our obligations under Cayman Islands law to provide for claims of creditors and in all cases subject to the other
requirements of applicable law. There will be no redemption rights or liquidating distribution with respect to our warrants, which will
expire worthless if we fail to complete our initial business combination before June 7, 2024.

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

 If we 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, initial shareholders, directors, executive officers, advisors or their affiliates may purchase public
shares or public warrants in privately negotiated transactions or in the open market either prior to or following the completion of our
initial business combination. Any such price per share may be different than the amount per share a public shareholder would receive if
it elected to redeem its shares in connection with our initial business combination. Additionally, at any time at or prior to our initial
business combination, subject to applicable securities laws (including with respect to material nonpublic information), our sponsor, directors,
officers, advisors or any of their affiliates may enter into transactions with investors and others to provide them with incentives to
acquire public shares, vote their public shares in favor of our initial business combination or not redeem their public shares. However,
our sponsor, directors, officers, advisors or any of their respective affiliates, are under no obligation to do so and they have no current
commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
None of the funds in the Trust Account will be used to purchase public shares or public warrants in such transactions.

 In the event that our sponsor,
initial shareholders, 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 purchases of shares 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) reduce
the number of public warrants outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection
with our initial business combination or (iii) satisfy a closing condition in an agreement with a target that requires us to have a minimum
net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such requirement would
otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination that may not
otherwise have been possible. Any such purchase will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent
the purchasers are subject to such reporting requirements.

 In addition, if such purchases
are made, the public "float" of our Class A ordinary shares or public warrants 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.

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

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

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

 Our public shareholders will
be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our public shares if we do not consummate
an initial business combination within the completion window, (ii) in connection with a shareholder vote to amend our amended and restated
memorandum and articles of association that would affect the substance or timing of our obligation to provide holders of our Blue Ocean
Class A ordinary shares the right to have their shares redeemed in connection with our initial business combination or to redeem 100%
of our public shares if we do not complete our initial business combination within the completion window or any amendment is made with
respect to any other provision of our amended and restated memorandum and articles of association relating to the rights of holders of
our Class A ordinary shares, and (iii) if they redeem their respective shares for cash upon the completion of the initial business combination.
Our public shareholders who redeem their Blue Ocean Class A Shares in connection with a shareholder vote described in clause (ii) in the
preceding sentence shall not be entitled to funds from the Trust Account upon the subsequent completion of an initial business combination
or liquidation if we have not consummated an initial business combination within the completion window, with respect to such Blue Ocean
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 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.

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

 Our Class A ordinary shares
and warrants are listed on Nasdaq under the symbols "BOCN" and "BOCNW," respectively. Although we currently meet
the current listing standards set forth in the Nasdaq listing standards, we cannot assure you that our securities will continue to be
listed on Nasdaq prior to our initial business combination. In order to continue listing our securities on Nasdaq prior to our initial
business combination, we must maintain certain financial, distribution and share price levels. Generally, based on Nasdaq's current
listing standards, we must maintain a minimum market value of listed securities of $75,000,000 and a minimum of 400 holders of our listed
securities. Additionally, our Units will not be traded after completion of our initial business combination, and, in connection with our
initial business combination, we will be required to demonstrate compliance with Nasdaq's initial listing requirements, which are
more rigorous than Nasdaq's continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq.
For instance, based on Nasdaq's current listing standards, our share price would be required to be at least $4.00 per share, the
market value of listed securities would be required to be at least $75 million (or we would need to satisfy certain shareholders'
equity or total assets and total revenue requirements) and we would be required to have a minimum of 400 round lot holders (with at least
50% of such round lot holders holding securities with a market value of at least $2,500) of our securities. We cannot assure you that
we will be able to meet those initial listing requirements at that time.

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

 a
 limited availability of market quotations for our securities;

 reduced
 liquidity for our securities;

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

 a
 limited amount of news and analyst coverage; and

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

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

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

 Since
the net proceeds of our IPO and the Private Placements are intended to be used to complete an initial business combination, we may be
deemed to be a "blank check" company under the United States securities laws. However, because we have net tangible assets
in excess of $5,000,000 and have filed a Current Report on Form 8-K, including an audited balance sheet of the company 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 we will have a longer period of time to
complete our initial business combination than do companies subject to Rule 419. Moreover, if our IPO had been subject to Rule 419, that
rule would have prohibited 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 provide that a public shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a "group" (as
defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of
15% of the Class A ordinary shares that are part of the Units sold in the IPO, 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
$10.20 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 special purpose acquisition 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 IPO and the Private Placements, 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 do not complete our
initial business combination within the required time period, our public shareholders may receive only approximately $10.20 per public
share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

 We may not be able to complete an
initial business combination with a U.S. target company if such initial business combination would be subject to U.S. foreign investment
regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States ("CFIUS"),
or may be ultimately prohibited.

 CFIUS is an interagency committee
authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the
effect of such transactions on the national security of the United States. Were we considered to be a "foreign person" under
such rules and regulations, any proposed business combination between us and a U.S. business engaged in a regulated industry or which
may affect national security could be subject to such foreign ownership restrictions and/or CFIUS review. The scope of CFIUS was expanded
by the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA") to include certain non-controlling investments
in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing
regulations that are now in force, also subject certain categories of investments to mandatory filings. If our potential initial business
combination with a U.S. business falls within the scope of foreign ownership restrictions, we may be unable to consummate an initial business
combination with such business. In addition, if our potential business combination falls within CFIUS's jurisdiction, we may be
required to make a mandatory filing or determine to submit a voluntary notice to CFIUS, or to proceed with the initial business combination
without notifying CFIUS and risk CFIUS intervention, before or after closing the initial business combination. CFIUS may decide to block
or delay our initial business combination, impose conditions to mitigate national security concerns with respect to such initial business
combination or order us to divest all or a portion of a U.S. business of the combined company if we had proceeded without first obtaining
CFIUS clearance. The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with
us or prevent us from pursuing certain initial business combination opportunities that we believe would otherwise be beneficial to us
and our shareholders. As a result, the pool of potential targets with which we could complete an initial business combination may be limited
and we may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign
ownership issues. Moreover, the process of government review, whether by CFIUS or otherwise, could be lengthy. Because we have only a
limited time to complete our initial business combination, our failure to obtain any required approvals within the requisite time period
may require us to liquidate. If we liquidate, our public shareholders may only receive $10.20 per public share, and our warrants will
expire worthless. This will also cause you to lose any potential investment opportunity in a target company and the chance of realizing
future gains on your investment through any price appreciation in the combined company.

 If the proceeds not being held in
the Trust Account are insufficient to allow us to operate for at least 18 months (or up to 21 months if the period of time to consummate
a business combination is extended) following the closing of our IPO, 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.

 Subsequent to the use of our
proceeds from our IPO and the Private Placements, as of December 31, 2023 approximately $61,977 was available to us outside the Trust
Account to fund our working capital requirements. We believe that these funds combined with our access to capital under our Working Capital
Promissory Notes, will be sufficient to allow us to operate at least until June 7, 2024; however, we cannot assure you that our estimate
is accurate. Of the funds available to us, we could 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.

 If we are required to seek
additional capital, we would need to borrow funds from our sponsor, management team 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, or invest in, us. Any such advances may be repaid only from funds held outside the Trust Account or from funds released to us upon
completion of our initial business combination. Up to $1,500,000 of such loans may be convertible into warrants of the post-business combination
entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants.
Prior to the completion of our initial business combination, we do not expect to seek loans from parties other than our sponsor or an
affiliate of our sponsor 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 $10.20 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 $10.20 per public share" 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 or file
for bankruptcy protection, which could have a significant negative effect on our financial condition, results of operations and the price
of our securities, which could cause you to lose some or all of your investment.

 Even if we conduct extensive
due diligence on a target business with which we combine, we cannot assure you that this diligence will identify all material issues with
a particular target business, that it would be possible to uncover all material issues through a customary amount of due diligence, or
that factors outside of the target business and outside of our control will not later arise. As a result of these factors, we may be forced
to later write-down or write-off assets, restructure our operations, or incur impairment or other charges or file for bankruptcy protection,
which 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 shareholders or warrant holders who choose to remain shareholders or warrant holders
following the business combination could suffer a reduction in the value of their securities. Such shareholders and warrant holders are
unlikely to have a remedy for such reduction in value.

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

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

 Examples of possible instances
where we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular
expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute
a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee
that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the Trust Account for any reason.

 Upon redemption of our public
shares, if we do not complete our initial business combination within the prescribed timeframe, or upon the exercise of a redemption right
in connection with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived
that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public
shareholders could be less than the $10.20 per public share initially held in the Trust Account, due to claims of such creditors.

 Pursuant to the letter agreement
the form of which is filed as an exhibit to the registration statement, our sponsor has agreed that they 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 have
entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount
of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) such lesser amount per public share held in
the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per public share due to reductions in the
value of 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 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 underwriter
of our IPO against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver
is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for such third-
party claims. However, we have not asked our sponsor to reserve for such indemnification obligations, nor have we independently verified
whether our sponsor has sufficient funds to satisfy their indemnity obligations and we believe that our sponsor's only assets are
securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations. As a result, if
any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions
could be reduced to less than $10.20 per public share. In such event, we may not be able to complete our initial business combination,
and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

 Our independent 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) $10.20 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 $10.20 per public share due to reductions in the value
of the trust assets, in each case net of the interest that may be withdrawn to pay our tax obligations, and our sponsor asserts that it
is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors
would determine whether to take legal action against our sponsor to enforce its indemnification obligations. While we currently expect
that our independent directors would take legal action on our behalf against our sponsor to enforce its indemnification obligations to
us, it is possible that our independent directors in exercising their business judgment and subject to their fiduciary duties may choose
not to do so in any particular instance. If our independent directors choose not to enforce these indemnification obligations, the amount
of funds in the Trust Account available for distribution to our public shareholders may be reduced below $10.20 per public share.

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

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

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

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

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

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

 We may not hold an annual general
meeting until after the consummation of our initial business combination. Our public shareholders do not have the right to appoint directors
until after the consummation of our initial business combination.

 In accordance with Nasdaq
corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal year end
following our listing on Nasdaq. 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 discuss company
affairs with management. 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. In addition,
as holders of our Class A ordinary shares, our public shareholders do not have the right to vote on the appointment of directors until
after the consummation of our initial business combination. In addition, prior to our initial business combination, only holders of our
Class B ordinary shares have the right to vote on the appointment of directors, including in connection with the completion of our initial
business combination and holders of a majority of our Class B ordinary 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.

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

 Although we have identified
general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter
into our initial business combination will not meet some or all of these criteria and guidelines. If we complete our initial business
combination with a target that does not meet some or all of these criteria and guidelines, such combination may not be as successful as
a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce a prospective business
combination with a target that does not meet our general criteria and guidelines, a greater number of shareholders may exercise their
redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a
minimum net worth or a certain amount of cash. In addition, if shareholder approval of the transaction is required by applicable law or
stock exchange listing requirements, or we decide to obtain shareholder approval for business or other reasons, it may be more difficult
for us to attain shareholder approval of our initial business combination if the target business does not meet our general criteria and
guidelines. If we have not consummated our initial business combination within the required time period, our public shareholders may receive
only approximately $10.20 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 investment banking firm that
is a member of FINRA or an independent accounting firm that such initial business combination or transaction is fair to our company 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.

 Our ability to successfully effect
our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some
of whom may join us following our initial business combination. In addition, the officers and directors of an acquisition candidate may
resign upon completion of our initial business combination. The loss of a business combination target's key personnel could negatively
impact the operations and profitability of our post-combination business. The loss of key personnel could negatively impact the operations
and profitability of our post-combination business.

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

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

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

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

 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 shareholders or warrant holders who choose
to remain shareholders or warrant holders following the business combination could suffer a reduction in the value of their securities.
Such shareholders and warrant holders are unlikely to have a remedy for such reduction in value.

 Certain of our officers and directors
have or will have direct and indirect economic interests in us and/or our sponsor and such interests may potentially conflict with those
of our public shareholders as we evaluate and decide whether to recommend a potential business combination to our public shareholders.

 Certain of our officers and
directors may own membership interests in our sponsor and indirect interests in our Class B ordinary shares and private placement warrants
which may result in interests that differ from the economic interests of the investors in our IPO, which includes making a determination
of whether a particular target business is an appropriate business with which to effectuate our initial business combination. There may
be a potential conflict of interest between our officers and directors that hold membership interests in our sponsor and our public shareholders
that may not be resolved in favor of our public shareholders.

 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.

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

 Until we consummate our initial
business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our sponsor and officers
and directors are, and may in the future become, affiliated with entities that are engaged in a similar business. In addition, our sponsor,
officers and directors may participate in the formation of, or become an officer or director of, any other blank check company prior to
completion of our initial business combination. As a result, our sponsor, officers or directors could have conflicts of interest in determining
whether to present business combination opportunities to us or to any other blank check company with which they may become involved. However,
we do not believe that any potential conflicts would materially affect our ability to complete our initial business combination.

 Our officers and directors
also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe
certain fiduciary or contractual duties.

 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. Our amended
and restated memorandum and articles of association provides that, to the fullest extent permitted by applicable law: (i) no individual
serving as a director or an officer shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging
directly or indirectly in the same or similar business activities or lines of business as us and (ii) we renounce any interest or
expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which may be a corporate opportunity
for any director or officer, on the one hand, and us, on the other.

 We 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 or
directors 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 or directors. Our directors also serve as officers and board members for other entities. In addition,
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. Any such companies may present
additional conflicts of interest in pursuing an acquisition target. However, we do not believe that any potential conflicts would materially
affect our ability to complete our 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. Despite our agreement to obtain an opinion from an independent investment banking firm that is a member of
FINRA or an independent accounting firm regarding the fairness to our company from a financial point of view of a business combination
with one or more domestic or international businesses affiliated with our sponsor, executive officers or directors, 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), a conflict of interest may arise in determining whether a particular business combination target is appropriate
for our initial business combination.

 As of December 31, 2023, our initial shareholders, Apollo and members
of our management team held an aggregate of 4,743,750 Class B ordinary shares. The founder shares will be worthless if we do not complete
an initial business combination. In addition, as of December 31, 2023 our sponsor and Apollo held an aggregate of 9,225,000 private placement
warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share (subject to adjustment). 9,125,000 private placement
warrants are held by our sponsor and 100,000 private placement warrants are held by Apollo. If we do not complete our initial business
combination within the applicable time period, the private placement warrants will expire worthless. In the event that our sponsor deems
it necessary in order to facilitate our initial business combination for the sponsor to forfeit, transfer, exchange or amend the terms
of all or any portion of the private placement warrants or to enter into any other arrangements with respect to the private placement
warrants (including, without limitation, a transfer of the sponsor's membership interests representing an interest in the private
placement warrants) to facilitate the consummation of such business combination, such change shall apply pro rata to Apollo and our sponsor
based on the relative number of private placement warrants held by each. By way of example, in the event 50% of the sponsor's private
placement warrants are forfeited or transferred by the sponsor as part of such business combination, Apollo shall forfeit or transfer
50% of its private placement warrants on substantially the same terms and conditions as the sponsor, in which case the reduction shall
equal 50% of the private placement warrants held by Apollo at such time. 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 deadline for completing of an initial business combination nears.

 Concentration of ownership among our
sponsor and Apollo may prevent other investors from influencing significant corporate decisions or adversely affect the trading price
of our public shares.

 Our sponsor, Apollo and members
of our management team own collectively 48.9% of our outstanding ordinary shares. As a result, our sponsor and Apollo could exercise significant
influence over all matters requiring shareholder approval. This potential concentration of influence could be disadvantageous to other
shareholders with interests different from those of our sponsor or Apollo. In addition, this potential significant concentration of share
ownership may adversely affect the trading price of our public shares because investors often perceive disadvantages in owning shares
in companies with principal shareholders. Furthermore, the Units (including the underlying public shares and warrants) Apollo may purchase
in the open market will not be subject to any agreements restricting their transfer, and therefore sales of such securities on the open
market may adversely affect the prevailing market prices for our units, Class A Ordinary Shares or warrants, as applicable.

 We may only be able to complete one
business combination with the proceeds of our IPO and Private Placements, 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.

 As of March 15, 2024, the
Trust Account held $67,971,241 in funds available to complete our initial business combination (which includes $6,641,250 of deferred
underwriting commissions being held in the Trust Account).

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

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

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

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

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

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

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

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

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

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

 Our amended and restated memorandum
and articles of association do not provide a specified maximum redemption threshold. 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.

 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 holders of at least two-thirds
of our ordinary shares who attend and vote at a general meeting of the company (or 65% of our ordinary shares with respect to amendments
to the trust agreement governing the release of funds from our Trust Account), which is a lower amendment threshold than that of some
other special purpose acquisition companies. It may be easier for us, therefore, to amend our amended and restated memorandum and articles
of association to facilitate the completion of an initial business combination that some of our shareholders may not support.

 Our amended and restated memorandum
and articles of association provide that any of its provisions related to pre-business combination activity (including the requirement
to deposit proceeds of the IPO and the Private Placements into the Trust Account and not release such amounts except in specified circumstances,
and to provide redemption rights to public shareholders as described herein) may be amended if approved by special resolution, meaning
holders of at least two-thirds of our ordinary shares who attend and vote at a general meeting of the company, and corresponding provisions
of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of not less than 65%
of our ordinary shares provided that the provisions of our amended and restated memorandum and articles of association relating
to the rights of holders of Class B ordinary shares to appoint or remove directors prior to our initial business combination may only
be amended by a special resolution passed by a majority of at least 90% our ordinary shares voting in a general meeting. Our initial shareholders,
Apollo and members of our management team, who collectively beneficially own 28.73% of our ordinary shares, will participate in any vote
to amend our amended and restated memorandum and articles of association and/or trust agreement and will have the discretion to vote in
any manner they choose. As a result, we may be able to amend the provisions of our amended and restated memorandum and articles of association
which govern our pre-business combination behavior more easily than some other special purpose acquisition companies, and this may increase
our ability to complete a business combination with which you do not agree. Our shareholders may pursue remedies against us for any breach
of our amended and restated memorandum and articles of association.

 Our sponsor, executive officers
and directors have agreed, pursuant to agreements with us, that they will not propose any amendment to our amended and restated memorandum
and articles of association (i) that would affect the substance or timing of our obligation to provide for the redemption of our public
shares in connection with an initial business combination or to redeem 100% of our public shares if we have not consummated an initial
business combination before June 7, 2024 or (ii) with respect to any other provision relating to shareholders' rights or pre-initial
combination activity, unless we provide our public shareholders with the opportunity to redeem their Class A ordinary shares upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (net of taxes paid or payable), divided by the number of then outstanding public shares. Our shareholders are not parties to,
or third-party beneficiaries of these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, executive
officer or directors for any breach of these agreements. As a result, in the event of a breach, our shareholders would need to pursue
a shareholder derivative action, subject to applicable law.

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

 Unlike some blank check companies,
if:

 (i)
 we issue additional ordinary shares or equity-linked securities for capital raising purposes in connection
with the closing of our initial business combination at a newly issued price (such issue price or effective issue price to be determined
in good faith by our board of directors and, in the case of any issuance to our sponsor, Apollo or their affiliates, without taking into
account any founder shares held by our sponsor, Apollo or such affiliates, as applicable, prior to such issuance) (the "Newly Issued
Price") of less than $9.20 per ordinary share;

 (ii)
 the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds,
and interest thereon, available for the funding of our initial business combination on the date of the completion of our initial business
combination (net of redemptions); and

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

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

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

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

 Transactions in connection with or
in anticipation of our initial business combination and our structure thereafter may not be tax-efficient to our shareholders and warrant-holders.
As a result of our business combination, our tax obligations may be more complex, burdensome and uncertain.

 Although we will attempt to
structure transactions in connection with our initial business combination in a tax- efficient manner, tax structuring considerations
are complex, the relevant facts and law are uncertain and may change, and we may prioritize commercial and other considerations over tax
considerations. For example, in anticipation of or as a result of our initial business combination and subject to requisite shareholder
approval, we may enter into one or more transactions that require shareholders and/or warrant-holders to recognize gain or income for
tax purposes or otherwise increase their tax burden. We do not intend to make any cash distributions to shareholders or warrant-holders
to pay taxes in connection with our business combination or thereafter. Accordingly, a shareholder or a warrant-holder may be required
to satisfy any liability resulting from any such transactions with cash from its own funds or by selling all or a portion of such holder's
shares or warrants. In addition, we may effect a business combination with a target company in another jurisdiction (including, but not
limited to, the jurisdiction in which the target company or business is located). As a result, shareholders and warrant-holders may be
subject to additional income, withholding or other taxes with respect to their ownership of us after our initial business combination.

 Risks Associated With Acquiring and Operating
a Business in Foreign Countries

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

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

 If we effect our initial business
combination with such a company, we would be subject to any special considerations or risks associated with companies operating in an
international setting, including any of the following:

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

 rules
 and regulations regarding currency redemption;

 complex
 corporate withholding taxes on individuals;

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

 exchange
 listing and/or delisting requirements;

 tariffs
 and trade barriers;

 regulations
 related to customs and import/export matters;

 local
 or regional economic policies and market conditions;

 unexpected
 changes in regulatory requirements;

 challenges
 in managing and staffing international operations;

 longer
 payment cycles;

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

 currency
 fluctuations and exchange controls;

 rates
 of inflation;

 challenges
 in collecting accounts receivable;

 cultural
 and language differences;

 employment
 regulations;

 underdeveloped
 or unpredictable legal or regulatory systems;

 corruption;

 protection
 of intellectual property;

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

 regime
 changes and political upheaval; and

 deterioration
 of political relations with the United States.

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

 Risks Relating to our Securities

 The securities in which we invest
the funds held in the Trust Account could bear a negative rate of interest, which could reduce the value of the assets held in trust such
that the per-share redemption amount received by public shareholders may be less than $10.20 per share.

 The proceeds held in the Trust
Account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act, which invest only in direct U.S. government treasury obligations.
While short-term U.S. government treasury obligations currently yield a positive rate of interest, they have briefly yielded negative
interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market
Committee of the Federal Reserve has not ruled out the possibility that it may in the future adopt similar policies in the United States.
In the event that we are unable to complete our initial business combination or make certain amendments to our amended and restated memorandum
and articles of association, our public shareholders are entitled to receive their pro-rata share of the proceeds held in the Trust Account,
plus any interest income, net of taxes paid or payable (less, in the case we are unable to complete our initial business combination,
$100,000 of interest). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount
received by public shareholders may be less than $10.20 per share.

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

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

 We do not believe that our
anticipated principal activities will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may
only be held in an interest-bearing bank demand deposit account, or invested in United States "government securities" within
the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations.
Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of
the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather
than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an "investment
company" within the meaning of the Investment Company Act. Our securities are not intended for persons who are seeking a return
on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the
earliest to occur of either: (i) the completion of our initial business combination; (ii) the redemption of any public shares properly
tendered in connection with a shareholder vote to amend our amended and restated memorandum and articles of association (a) that would
affect the substance or timing of our obligation to provide for the redemption of our public shares in connection with an initial business
combination or to redeem 100% of our public shares if we have not consummated an initial business combination before June 7, 2024 or (b)
with respect to any other provision relating to shareholders' rights or pre-initial business combination activity; or (iii) absent
an initial business combination before June 7, 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
have not consummated our initial business combination within the required time period, our public shareholders may receive only approximately
$10.20 per public share, or less in certain circumstances, on the liquidation of our Trust Account and our warrants will expire worthless.

 If we do not consummate our initial
business combination before June 7, 2024, our public shareholders may be forced to wait beyond such applicable period before redemption
from our Trust Account

 If we do not consummate our
initial business combination before June 7, 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 by function of our
amended and restated memorandum and articles of association prior to any voluntary winding up. If we are required to wind-up, liquidate
the Trust Account and distribute such amount therein, pro rata, to our public shareholders, as part of any liquidation process, such winding
up, liquidation and distribution must comply with the applicable provisions of the Companies Act. In that case, investors may be forced
to wait beyond the applicable period before the redemption proceeds of our Trust Account become available to them, and they receive the
return of their pro rata portion of the proceeds from our Trust Account. We have no obligation to return funds to investors prior to the
date of our redemption or liquidation unless, prior thereto, we consummate our initial business combination or amend certain provisions
of our amended and restated memorandum and articles of association, and only then in cases where investors have sought to redeem their
Class A ordinary shares. Only upon our redemption or any liquidation will public shareholders be entitled to distributions if we do not
complete our initial business combination and do not amend certain provisions of our amended and restated memorandum and articles of association.
Our amended and restated memorandum and articles of association provide that, if we wind up for any other reason prior to the consummation
of our initial business combination, we will follow the foregoing procedures with respect to the liquidation of the Trust Account as promptly
as reasonably possible but not more than 10 business days thereafter, subject to applicable Cayman Islands law.

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

 If we are forced to enter
into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that
immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course
of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors
may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves
and our company to claims, by paying public shareholders from the Trust Account prior to addressing the claims of creditors. We cannot
assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully
authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall
due in the ordinary course of business would be guilty of an offence and may be liable for a fine of approximately $18,000 and imprisonment
for five years in the Cayman Islands.

 We have not registered the Class A
ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws, 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
except on a cashless basis and potentially causing such warrants to expire worthless.

 We have not registered the
Class A ordinary shares issuable upon exercise of the warrants under the Securities Act or any state securities laws. However, under the
terms of the warrant agreement, we have agreed that, as soon as practicable, but in no event later than 20 business days after the closing
of our initial business combination, we will use our commercially reasonable efforts to file with the SEC a registration statement covering
the issuance of such shares, and we will use our commercially reasonable efforts to cause the registration statement to become effective
within 60 business days after the closing of our initial business combination and to maintain the effectiveness of such registration statement
and a current prospectus relating to those Class A ordinary shares until the warrants expire or are redeemed. We cannot assure you that
we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth
in the registration statement or prospectus, the financial statements contained or incorporated by reference therein are not current,
complete or correct or the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the
Securities Act in accordance with the above requirements, we will be required to permit holders to exercise their warrants on a cashless
basis, in which case, the number of Class A ordinary shares that you will receive upon cashless exercise will be based on a formula subject
to a maximum amount of shares equal to 0.361 Class A ordinary shares per warrant (subject to adjustment). However, no warrant will be
exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their warrants,
unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising
holder, or an exemption from registration is available. Notwithstanding the above, if our Class A ordinary shares are at the time of any
exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a "covered security"
under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public warrants who seek to exercise their warrants
to do so on a "cashless basis" in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we
will not be required to file or maintain in effect a registration statement, but we will use our commercially reasonable efforts to register
or qualify the shares under applicable blue sky laws to the extent an exemption is not available. Exercising the warrants on a cashless
basis could have the effect of reducing the potential "upside" of the holder's investment in our company because the
warrant holder will hold a smaller number of Class A ordinary shares upon a cashless exercise of the warrants they hold. In no event will
we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the warrants in the event that
we are unable to register or qualify the shares underlying the warrants under applicable state securities laws and no exemption is available.
If the issuance of the shares upon exercise of the warrants is not so registered or qualified or exempt from registration or qualification,
the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In
such event, holders who acquired their warrants as part of a purchase of Units will have paid the full unit purchase price solely for
the Class A ordinary shares included in the Units. There may be a circumstance where an exemption from registration exists for holders
of our private placement warrants to exercise their warrants while a corresponding exemption does not exist for holders of the public
warrants. In such an instance, our sponsor, Apollo and their permitted transferees (which may include our directors and executive officers)
would be able to exercise their warrants and sell the ordinary shares underlying their warrants while holders of our public warrants would
not be able to exercise their warrants and sell the underlying ordinary shares. If and when the warrants become redeemable by us, we may
exercise our redemption right even if we are unable to register or qualify the underlying Class A ordinary shares for sale under all applicable
state securities laws. As a result, we may redeem the warrants as set forth above even if the holders are otherwise unable to exercise
their warrants.

 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
20 business days of the closing of an initial business combination.

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

 We have accounted for the
18,712,500 warrants issued in our IPO (the 9,487,500 public warrants and the 9,225,000 private placement warrants) in accordance with
the guidance contained in Derivatives and Hedging - Contracts in Entity's Own Equity (ASC 815-40). Such guidance provides that because
the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, we classify
each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such
re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in our statement of operations
and therefore our reported earnings. The warrants are also subject to re- evaluation of the proper classification and accounting treatment
at each reporting period based on evolving regulatory guidance. The impact of changes in fair value on earnings may have an adverse effect
on the market price of our ordinary shares. In addition, potential targets may seek a SPAC that does not have warrants that are accounted
for as a warrant liability, which may make it more difficult for us to consummate an initial business combination with a target business.

 The grant of registration rights to
our initial shareholders and holders of our private placement warrants 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.

 We have entered into an agreement
pursuant to which our initial shareholders and their permitted transferees can demand that we register the resale of the Class A ordinary
shares into which founder shares are convertible, holders of our private placement warrants and their permitted transferees can demand
that we register the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants
and holders of warrants that may be issued upon conversion of working capital loans may demand that we register such warrants or the Class
A ordinary shares issuable upon conversion of such warrants. The registration rights will be exercisable with respect to the founder shares
and the private placement warrants and the Class A ordinary shares issuable upon exercise of such private placement warrants. We will
bear the cost of registering these securities. The registration and availability of such a significant number of securities for trading
in the public market may have an adverse effect on the market price of our Class A ordinary shares. In addition, the existence of the
registration rights may make our initial business combination more costly or difficult to conclude. This is because the shareholders of
the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration to offset the negative
impact on the market price of our securities that is expected when the securities owned by our initial shareholders, holders of our private
placement warrants or their respective permitted transferees are registered for resale.

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

 We may seek business combination opportunities
in industries or sectors which may or may not be outside of our management's areas of expertise.

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

 We 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
concurrently with or immediately following the consummation of our initial business combination as a result of the anti-dilution provisions
contained in our amended and restated memorandum and articles of association. Any such issuances would dilute the interest of our shareholders
and likely present other risks.

 Our amended and restated memorandum
and articles of association authorize the issuance of up to 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. As of March 21, 2024,
there were 193,842,785 and 15,256,250 authorized but unissued Class A ordinary shares and Class B ordinary shares, respectively, available
for issuance, which amount does not take into account shares reserved for issuance upon exercise of issued and outstanding warrants or
shares issuable upon conversion of the Class B ordinary shares. The Class B ordinary shares will automatically convert into Class A ordinary
shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the option of the
holder thereof. As of March 21, 2024, there were no preference shares outstanding. We may issue a substantial number of additional Class
A ordinary shares or preference shares to complete our initial business combination or under an employee incentive plan after completion
of our initial business combination. We may also issue Class A ordinary shares in connection with our redeeming the warrants or upon conversion
of the Class B ordinary shares at a ratio greater than one-to-one concurrently with or immediately following the consummation 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 provide, among other things, that prior to our initial business combination, we may not issue additional shares
that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote 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 extend the time we have to consummate a business combination beyond before June 7, 2024. These provisions of our amended and restated
memorandum and articles of association, like all provisions of our amended and restated memorandum and articles of association, may be
amended with a shareholder vote. The issuance of additional ordinary or preference shares:

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

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

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

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

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

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

 Unlike
some other similarly structured special purpose acquisition companies, our initial shareholders will 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 concurrently with or immediately following the consummation of our initial business combination,
or earlier at the option of the holder thereof, on a one-for-one basis, subject to adjustment for share subdivisions, share dividends,
rights issuances, reorganizations, recapitalizations and other similar transactions, and subject to further adjustment as provided herein.
However, if additional Class A ordinary shares or any other equity-linked securities are issued or deemed issued in excess of the amounts
issued in our IPO and related to the closing of our initial business combination, 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 outstanding at our IPO plus (ii) the total number of Class A ordinary shares issued, or deemed issued or issuable upon conversion
or exercise of any equity-linked securities or rights issued or deemed issued, by the company in connection with or in relation to the
consummation of the initial business combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or
convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial business combination and any private placement
warrants issued to our sponsor upon conversion of working capital loans, provided that such conversion of Class B ordinary shares will
never occur on a less than one-for-one basis. This is different than some other similarly structured special purpose acquisition companies
in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the
initial business combination.

 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 only receive
only approximately $10.20 per share, or less in certain circumstances, on the liquidation of our Trust Account, and our warrants will
expire worthless.

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

 An investment in our securities, and
certain subsequent transactions with respect to our securities, may result in uncertain or adverse U.S. federal income tax consequences
for an investor.

 An investment in our securities,
and certain subsequent transactions with respect to our securities, may result in uncertain U.S. federal income tax consequences for an
investor. For instance, because there are no authorities that directly address the U.S. federal income tax implications of instruments
similar to our Units, the allocation an investor makes with respect to the purchase price of a unit between the Class A ordinary shares
and the one-half of one warrant to purchase one Class A ordinary share included in each unit could be challenged by the Internal Revenue
Service ("IRS") or the courts. Furthermore, the U.S. federal income tax consequences of a cashless exercise of warrants is
unclear under current law. Finally, it is unclear whether the redemption rights with respect to our Class A ordinary shares suspend the
running of a U.S. Holder's holding period for purposes of determining whether any gain or loss realized by such holder on the sale
or exchange of Class A ordinary shares is long-term capital gain or loss and for determining whether any dividend we pay would be considered
"qualified dividends" eligible for favorable U.S. federal income tax treatment. See the section of this report captioned "Taxation-United
States Federal Income Tax Considerations" for a summary of the U.S. federal income tax considerations of an investment in our securities.
Prospective investors are urged to consult with and rely on their tax advisors with respect to these and other tax consequences when purchasing,
holding or disposing of our securities.

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

 If we are a PFIC for any taxable
year (or portion thereof) that is included in the holding period of a U.S. Holder of our Class A ordinary shares or warrants, the U.S.
Holder may be subject to adverse U.S. federal income tax consequences and may be subject to additional reporting requirements. Our PFIC
status for our current and subsequent taxable years may depend on, among other things, whether we qualify for the PFIC start-up exception,
the timing of our business combination, the amount of our passive income and assets in the year of the business combination, and the amount
of passive income and assets of the acquired business. Our actual PFIC status for our current taxable year or any subsequent taxable year
will not be determinable until after the end of such taxable year (and in the case of our start-up year, possibly not until after the
close of the second taxable year following our start-up year). Accordingly, we cannot assure you that we will not be a PFIC in our current
taxable year or in any future taxable year.

 If
we determine we are a PFIC for any taxable year, upon written request by a U.S. Holder, we will endeavor to provide to a U.S. Holder
such information as the IRS may require, including a PFIC annual information statement, in order to enable the U.S. Holder to make and
maintain a "qualified electing fund" ("QEF") election, but there can be no assurance that we will timely provide
such required information, and such election would be unavailable with respect to our warrants in all cases. The rules dealing with PFICs
and with the QEF election are very complex and are affected by various factors in addition to those described in this report. Accordingly,
U.S. investors are strongly urged to consult with and rely solely upon their own tax advisors regarding the application of the PFIC rules
to them in their particular circumstances.

 We
are subject to changing law and regulations regarding regulatory mailers, 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 revenue-generating activities to compliance
activities.

 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.

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

 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 holder to pay such taxes. Shareholders or warrant holder may be subject to withholding taxes or other taxes with respect to their
ownership of us after the reincorporation.

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

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

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

 Although
we have no commitments as of the date of this report to issue any notes or other debt securities, or to otherwise incur outstanding debt,
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 or prevailing interest rates; 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 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.

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

 In
order to effectuate a business combination, special purpose acquisition companies have, in the recent past, amended various provisions
of their charters and governing instruments, including their warrant agreements. For example, special purpose acquisition companies have
amended the definition of business combination, increased redemption thresholds and extended the time to consummate an initial business
combination and, with respect to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or
other securities. Amending our amended and restated memorandum and articles of association requires 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 in a manner that would adversely impact the registered
holders of public warrants will require a vote of holders of at least 50% 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,
at least 50% of the then issued and outstanding private placement warrants. In addition, our amended and restated memorandum and articles
of association require us to provide our public shareholders with the opportunity to redeem their public shares for cash if we propose
an amendment to our amended and restated memorandum and articles of association (i) that would affect the substance or timing of our
obligation to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of
our public shares if we have not consummated an initial business combination before June 7, 2024, or (ii) with respect to any other provision
relating to shareholders' rights or pre-initial business combination activity. To the extent any of such amendments would be deemed
to fundamentally change the nature of any of our publicly offered securities, we would register, or seek an exemption from registration
for, the affected securities. We cannot assure you that we will not seek to amend our amended and restated memorandum and articles of
association or governing instruments or extend the time to consummate an initial business combination in order to effectuate our initial
business combination.

 Our
letter agreement with our initial shareholders, officers, directors and Apollo and registration rights agreement may be amended, and
provisions therein may be waived, without shareholder approval.

 Our
letter agreement with our initial shareholders, officers, directors and Apollo contains provisions relating to transfer restrictions
of our founder shares and private placement warrants, indemnification of the Trust Account, waiver of redemption rights and participation
in liquidating distributions from the Trust Account. The letter agreement and the registration rights agreement may be amended, and provisions
therein may be waived, without shareholder approval (although releasing the parties from the restriction contained in the letter agreement
not to transfer any Units, warrants, Class A ordinary shares or any other securities convertible into, or exercisable, or exchangeable
for, Class A ordinary shares for 180 days following the date of the prospectus for our IPO will require the prior written consent of
Needham & Company, LLC). While we do not expect our board to approve any amendment to or waiver of the letter agreement or registration
rights agreement prior to our initial business combination, it may be possible that our board, in exercising its business judgment and
subject to its fiduciary duties, chooses to approve one or more amendments to or waivers of such agreements. Any such amendments or waivers
would not require approval from our shareholders 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 have not consummated our initial business
combination within the required time period, our public shareholders may receive only approximately $10.20 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 our IPO and private placements will be sufficient to allow us to complete our initial business combination,
we cannot ascertain the capital requirements for any particular transaction because we have not yet selected any prospective target business.
If the net proceeds of our IPO and the Private Placements 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 repurchase for cash a significant
number of shares from shareholders who elect redemption in connection with our initial business combination, the sale of the forward
purchase securities does not close or the terms of negotiated transactions to purchase shares in connection with our initial business
combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that
such financing will be available on acceptable terms, if at all. The current economic environment may make it difficult for companies
to obtain acquisition financing. To the extent that additional financing proves to be unavailable when needed to complete our initial
business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and
seek an alternative target business candidate. If we have not consummated our initial business combination within the required time period,
our public shareholders may receive only approximately $10.20 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 March 21, 2024, our
initial shareholders, Apollo and members of our management team owned 48.9% of our outstanding ordinary shares. 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 purchase any Units or any additional Class
A ordinary shares in the aftermarket or in privately negotiated transactions, this would increase their control. Neither our initial shareholders
nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities. 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 appointed by our sponsor, is divided into three classes, each of which will generally
serve for a term of three years with only one class of directors being appointed 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 appointment and our
initial shareholders, because of their ownership position, will have considerable influence regarding the outcome following our initial
business combination. In addition, prior to our initial business combination, only holders of our Class B ordinary shares have the right
to vote on the appointment of directors, including in connection with the completion of our initial business combination and holders of
a majority of our Class B ordinary shares may remove a member of the board of directors for any reason. As a result, holders of Class
A ordinary shares will not have the right to appoint any directors until after 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. Accordingly, our initial shareholders will continue to exert substantial control at least until the completion of our
initial business combination.

 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 50% 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 Class A ordinary shares purchasable upon exercise of a warrant could be decreased, all without
your approval.

 Our
warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant
agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder for the
purpose of (i) curing any ambiguity or correcting any mistake, including to conform the provisions of the warrant agreement to the description
of the terms of the warrants and the warrant agreement set forth in the prospectus for our IPO, or defective provision (ii) amending
the provisions relating to cash dividends on ordinary shares as contemplated by and in accordance with the warrant agreement or (iii)
adding or changing any provisions with respect to matters or questions arising under the warrant agreement as the parties to the warrant
agreement may deem necessary or desirable and that the parties deem to not adversely affect the rights of the registered holders of the
warrants, provided that the approval by the holders of at least 50% of the then outstanding public warrants is required 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 50% 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, at least 50% 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 the holders of at least 50% of the then outstanding public warrants
is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert
the warrants into cash, shorten the exercise period or decrease the number of Class A ordinary shares purchasable upon exercise of a
warrant.

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

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

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

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

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

 We
have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their expiration, at
a price of $0.01 per warrant, provided that the closing price of our Class A ordinary shares equals or exceeds $18.00 per share
(as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant) for any 20 trading days
within a 30 trading-day period ending on the third trading day prior to proper notice of such redemption and provided that certain
other conditions are met. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable
to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, we may redeem the
warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding warrants
could force you to (i) exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to
do so, (ii) sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) accept the
nominal redemption price which, at the time the outstanding warrants are called for redemption, we expect would be substantially less
than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by our
sponsor, Apollo or their permitted transferees.

 In
addition, we have the ability to redeem the outstanding public warrants at any time after they become exercisable and prior to their
expiration, at a price of $0.10 per warrant upon a minimum of 30 days' prior written notice of redemption provided that the closing
price of our Class A ordinary shares equals or exceeds $10.00 per share (as adjusted for adjustments to the number of shares issuable
upon exercise or the exercise price of a warrant) for any 20 trading days within a 30 trading-day period ending on the third trading
day prior to proper notice of such redemption and provided that certain other conditions are met, including that holders will
be able to exercise their warrants prior to redemption for a number of Class A ordinary shares determined based on the redemption date
and the fair market value of our Class A ordinary shares. The value received upon exercise of the warrants (1) may be less than the value
the holders would have received if they had exercised their warrants at a later time where the underlying share price is higher and (2)
may not compensate the holders for the value of the warrants, including because the number of ordinary shares received is capped at 0.361
Class A ordinary shares per warrant (subject to adjustment) irrespective of the remaining life of the warrants.

 None
of the private placement warrants will be redeemable by us so long as they are held by our sponsor, Apollo or their permitted transferees.

 None
of the private placement warrants will be redeemable by us on such terms so long as they are held by their initial purchasers or their
permitted transferees.

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

 We
have issued warrants to purchase 9,487,500 Class A ordinary shares as part of the Units offered in our IPO and an aggregate of 9,225,000
private placement warrants, each exercisable to purchase one Class A ordinary share at $11.50 per share, subject to adjustment. 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 1,500,000 warrants,
at the price of $1.00 per warrant. We may also issue Class A ordinary shares in connection with our redemption of warrants. To the extent
we issue ordinary shares for any reason, including to effectuate a business combination, the potential for the issuance of a substantial
number of additional Class A ordinary shares upon exercise of these warrants could make us a less attractive acquisition vehicle to a
target business. Such warrants, when exercised, will increase the number of 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-half of one warrant and only a whole warrant may be exercised, the Units may be worth less than Units of other
special purpose acquisition companies.

 Each
Unit contains one-half 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-half of the number of shares
compared to Units that each contain a whole warrant to purchase one whole share, thus making us, we believe, a more attractive merger
partner for target businesses. Nevertheless, this unit structure may cause our units to be worth less than if a unit included a warrant
to purchase one whole share.

 General
Risk Factors

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

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

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

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

 Past
performance of our founders and the other members of our management team, including investments and transactions in which they have participated
and businesses with which they have been associated, may not be indicative of future performance of an investment in us, and we may be
unable to provide positive returns to shareholders.

 Information
regarding our founders and the other members of our management team, including investments and transactions in which they have participated
and businesses with which they have been associated, is presented for informational purposes only. Any past experience and performance
of our founders and the other members of our management team and the businesses with which they have been associated, including related
to acquisitions and shareholder returns, is not a guarantee that we will be able to successfully identify a suitable candidate for our
initial business combination, that we will be able to provide positive returns to our shareholders, or of any results with respect to
any initial business combination we may consummate. You should not rely on the historical experiences of our founders or the other members
of our management team, including investments and transactions in which they have participated and businesses with which they have been
associated, as indicative of the future performance of an investment in us, including whether we can provide an attractive return to
our shareholders, or as indicative of every prior investment by each of our founders and the other members of our management team. The
market price of our securities may be influenced by numerous factors, many of which are beyond our control, and our shareholders may
experience losses on their investment in our securities.

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

 Our
operations are dependent upon a relatively small group of individuals and, in particular, our executive officers and directors. We believe
that our success depends on the continued service of our officers and directors, at least until we have completed our initial business
combination. In addition, our executive officers and directors are not required to commit any specified amount of time to our affairs
and, accordingly, will have conflicts of interest in allocating their time among various business activities, including identifying potential
business combinations and monitoring the related due diligence. 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
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, although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons
from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have
a conflict between their interests and ours.

 The
personal and financial interests of our directors and officers may influence their motivation in timely identifying and selecting a target
business and completing a business combination. Consequently, our directors' and officers' discretion in identifying and
selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of
a particular business combination are appropriate and in our 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. However, we might not ultimately be successful in any claim we may make against them
for such reason.

 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, 2023. Only in the event we are deemed to be a large accelerated filer or an accelerated
filer and no longer qualify as an emerging growth company, will we be required to comply with the independent registered public accounting
firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance
with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target
business with which we seek to complete our initial business combination may not be in compliance with the provisions of the Sarbanes-Oxley
Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with
the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

 We have identified a
material weakness in our internal control over financial reporting which, if not corrected, could affect the reliability of our consolidated
financial statements, and have other adverse consequences.

 As described in Item 9A: Controls
and Procedures included in this Annual Report, we have identified a material weakness in our internal controls over financial reporting
relating to the accuracy of accounts payable which has yet to be remediated.

 A material weakness is a deficiency
or a combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material
misstatement of financial statements would not be prevented or detected on a timely basis. If not remediated, these deficiencies could
result in material misstatements to our financial statements that could not be prevented or detected on a timely basis.

 Our management has concluded
that this material weakness in our internal controls over financial reporting is due to the fact that we did not have the necessary business
processes and related internal controls formally designed and implemented and has taken steps to establish and implement such internal
controls.

 Our management will monitor
the effectiveness of our remediation plans and will make changes management determines to be appropriate as described in Item 9A: Controls
and Procedures.

 If we identify any new material
weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our
accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may
be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable
stock exchange listing requirements, and investors may lose confidence in our financial reporting and our stock price may decline as a
result. Although we have taken steps to maintain our internal control structure as required, including steps to remediate our material
weakness, we cannot guarantee that a control deficiency will not result in a misstatement in the future.

 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 U.S. courts against
our directors or officers.

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

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

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

 Our
amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that
shareholders may consider to be in their best interests. These provisions include a staggered board of directors, advance notice procedures,
inability of shareholders to call a general meeting, removal of directors only for cause (other than by holders of our Class B ordinary
shares prior to our initial business combination) and only by the board of directors and 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 are entitled to vote on the appointment of directors, which may make more difficult the removal
of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our
securities.

 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.

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

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

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

 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 independent director oversight of our director nominations.

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

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

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

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

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

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

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

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

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

 Item 1B. Unresolved Staff Comments.

 None.

 Item 1C. Cybersecurity.

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

 Item 2. Properties.

 We
do not own or lease any real estate or other physical properties materially important to our operation. We currently maintain our executive
offices at 2 Wisconsin Circle, 7t h Floor, Chevy Chase, MD 20815. We consider our current office space adequate for our current
operations.

 Item 3. Legal Proceedings.

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

 Item 4. Mine Safety Disclosures.

 Not
applicable.

 PART
II

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

 Market
Information

 Our
units, Class A ordinary shares and warrants are each traded on The Nasdaq Global Market under the symbols "BOCNU," "BOCN"
and "BOCNW," respectively. Our units commenced public trading on December 3, 2021, and our Class A ordinary shares and warrants
commenced separate public trading on January 24, 2022.

 Holders

 On March 21, 2024, there was 1 holder of record of our units,
1 holder of record of our Class A ordinary shares, 3 holders of record of our warrants, and 12 holders of record of our founder shares.

 Securities
Authorized for Issuance Under Equity Compensation Plans

 None.

 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 and subject to the company
having funds lawfully available for distribution under Cayman Islands law. The payment of any cash dividends subsequent to our initial
business combination is within the discretion of our board of directors at such time and subject to the company having funds lawfully
available for distribution under Cayman Islands law. 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.

 Recent
Sales of Unregistered Securities

 On
April 7, 2021, our sponsor purchased an aggregate of 4,312,500 founder shares for an aggregate purchase price of $25,000, or approximately
$0.006 per share. On December 2, 2021, we effected an ordinary share dividend resulting in our sponsor holding an aggregate of 4,503,750
founder shares. The sale of the founder shares was made pursuant to an exemption from registration contained in Section 4(a) (2) of the
Securities Act.

 On
December 7, 2021, we consummated the Private Placement, with our sponsor and Apollo, of an aggregate of 8,235,000 private placement warrants
at a price of $1.00 per private placement warrant, generating gross proceeds to us of $8,235,000. On December 7, 2021, a total of $168,300,000
of the net proceeds from the IPO and the Private Placement were deposited in the Trust Account. On December 9, 2021, the Underwriter
purchased an additional 2,475,000 Units pursuant to the over-allotment option. On December 9, 2021 we consummated the Additional Private
Placement with our sponsor and the Underwriter of an aggregate of an additional 990,000 private placement warrants at a price of $1.00
per private placement warrants, generating gross proceeds to us of $990,000. On December 9, 2021, a total of $25,245,000 of the proceeds
from the closing of the Over-Allotment Option Units and the Additional Private Placement were deposited into the Trust Account. The private
placement warrants are identical to the warrants sold as part of the units in the IPO except that, so long as they are held by our sponsor,
Apollo or their permitted transferees: (1) they will not be redeemable by us, except as otherwise set forth in the terms thereof; (2)
they (including the Class A ordinary shares issuable upon exercise of these warrants) may not, subject to certain limited exceptions,
be transferred, assigned or sold by the initial purchasers, until 30 days after the completion of our initial business combination; (3)
they may be exercised by the holders on a cashless basis; and (4) the holders thereof (including with respect to the ordinary shares
issuable upon exercise of these warrants) are entitled to registration rights. No underwriting discounts or commissions were paid with
respect to such sale. The sale of the private placement warrants was made pursuant to an exemption from registration contained in Section
4(a)(2) of the Securities Act.

 Use
of Proceeds from the Initial Public Offering

 On
December 7, 2021, we consummated our IPO of 16,500,000 Units. The Units were sold at a price of $10.00 per Unit, and the IPO generated
gross proceeds of $165,500,000. Needham & Company, LLC. acted as the sale book-running manager of the IPO. The securities sold in
the IPO were registered under the Securities Act on a registration statement on Form S-1 (Nos. 333-260889 and 333-261473). The SEC declared
the registration statement effective on December 2, 2021. On December 7, 2021, the Underwriter exercised in full the option granted to
them by the Company to purchase up to 2,475,000 additional Units solely to cover over-allotments, which option was granted to them under
the underwriting agreement for the IPO. The sale of these 2,475,000 additional Units closed on December 9, 2021, generating gross proceeds
of $24,750,000.

 We
paid a total of $10,436,250 in underwriting fees related to the IPO, of which, the underwriter agreed to defer $6,641,250 until such
time as our initial business combination is completed, if at all.

 On
December 7, 2021, a total of $168,300,000 of the net proceeds from the IPO and the Private Placements were deposited in the Trust Account.
On December 9, 2021, a total of $25,245,000 of the proceeds from the closing of the Over-Allotment Option Units and the Additional Private
Placement were deposited into the Trust Account, resulting in a total deposit of $193,545,000 in the Trust Account since the Trust Account
was established. The net proceeds deposited into the Trust Account remain on deposit in the Trust Account and are available for a business
combination, assuming no redemptions, after payment of up to $6,641,250 of deferred underwriting fees, before fees and expenses associated
with our initial business combination. The proceeds held in the Trust Account will be invested only in U.S. government securities 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.

 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.

 Special
Note Regarding Forward-Looking Statements

 The
following discussion and analysis of the Company's financial condition and results of operations should be read in conjunction
with our financial statements and the notes related thereto which are included in "Item 8. Financial Statements and Supplementary
Data" of this annual report on Form 10-K. This section of the annual report on Form 10-K discusses activity as of and for the years
ended December 31, 2023 and 2022. For discussion on activity for the period from March 26, 2021 (inception) through December 31, 2021
and period-over-period analysis on results for the year ended December 31, 2022 to the period from March 26, 2021 (inception) through
December 31, 2021, refer to, Part II, "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations"
in our annual report on Form 10-K for the year ended December 31, 2022. Certain information contained in the discussion and
analysis set forth below includes forward-looking statements that involve risks and certainties. Our actual results may differ materially
from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Special
Note Regarding Forward-Looking Statements", "Item 1A. Risk Factors" and elsewhere in this annual report on Form 10-K.

 Overview

 We
are a blank check company incorporated on March 26, 2021 as a Cayman Islands exempted company for the purpose of effecting a merger,
share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.
We consummated our IPO on December 7, 2021. We did not commence operations until after the closing of the IPO, and as of December 31,
2023, we have not engaged in any significant operations nor generated any operating revenues to date. We will not generate any operating
revenues until after completion of our initial business combination.

 On
December 7, 2021, we completed our IPO of 16,500,000 Units and the Private Placement of an aggregate of 8,235,000 private placement warrants.
On December 7, 2021, the Underwriter exercised in full the option granted to them by the Company to purchase up to 2,475,000 additional
Units to cover over-allotments, and we issued an additional 990,000 private placement warrants in the Additional Private Placement. An
aggregate of $193,545,000 in proceeds from the IPO and the Private Placements has been placed in the Trust Account.

 On
June 6, 2023, the Company entered into an agreement and plan of merger (the "Merger Agreement") with The News Lens Co., Ltd.,
a Cayman Islands exempted company ("TNL"), and TNL Mediagene, a Cayman Islands exempted company and wholly owned subsidiary
of TNL ("Merger Sub"). On the terms and subject to the conditions set forth in the Merger Agreement, the parties thereto
will enter into a business combination transaction pursuant to which, among other things, Merger Sub will merge with and into the Company,
with the Company surviving the Merger as a wholly owned subsidiary of TNL (the "Merger").

 On
August 29, 2023, shareholders of the Company held an extraordinary general meeting of shareholders (the "Extraordinary General
Meeting") in lieu of the 2023 annual general meeting of the shareholders of the Company. At the Extraordinary General Meeting,
the Company's shareholders approved the proposal to amend the Company's Amended and Restated Memorandum and Articles of Association
to give the Company the right to extend the date by which it has to consummate a business combination from September 7, 2023 to June
7, 2024, by depositing into the Trust Account $60,000 for each of the nine subsequent one-month extensions. In connection therewith the
shareholders of record were provided the opportunity to exercise their redemption rights (the "Extension Amendment"). Holders
of 12,817,785 shares of Class A ordinary shareholders exercised their right to redemption at a per share redemption price of
approximately $10.67. On September 5, 2023, a total of $136,786,445 in redemption payments were made in connection with this redemption.
Following the redemption, the Company had a total of 6,157,215 shares of Class A ordinary shares outstanding.

 At
the closing of the Transactions (the "Closing"), by virtue of the Merger, the outstanding shares and warrants will be canceled
and converted into the right to receive equivalent shares and warrants of TNL, and TNL is expected to be the publicly traded company
with its ordinary shares and warrants listed on The Nasdaq Stock Market LLC ("Nasdaq").

 As
of December 31, 2023 and December 31, 2022, we had cash of approximately $61,977 and $627,628, respectively. As of December 31, 2023
we had a working capital deficit of $4,204,802 and positive working capital of $176,944, as of December 31, 2022. We expect to continue
to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete
our initial business combination will be successful.

 Results
of Operations

 We
have neither engaged in any operations nor generated any revenues to date. We will not generate any operating revenues until after completion
of our initial Business Combination. We will generate non-operating income in the form of interest income on cash and cash equivalents.
There has been no significant change in our financial or trading position and no material adverse change has occurred since the date
of our audited financial statements. We have incurred and expect to continue to incur increased expenses as a result of being a public
company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

 For
the year ended December 31, 2023, we had net income of $4,422,350 which consists of operating expenses of $4,125,912, $15,833 of interest
expense, gain on change in fair value of the warrant liability of $1,029,188, interest earned on marketable securities of $6,864,803,
and $670,104 of unrealized gain on marketable securities.

 For
the year ended December 31, 2022, we had net income of $12,658,706 which consists of operating expenses of $1,243,831, gain on change
in fair value of the warrant liability of $11,226,187, interest earned on marketable securities of $854,167, and $1,822,183 of unrealized
gain on marketable securities.

 Liquidity
and Capital Resources

 On
December 7, 2021, we completed our IPO of 16,500,000 Units and the Private Placement of an aggregate of 8,235,000 private placement warrants,
generating gross proceeds of $173,235,000.

 On
December 9, 2021, the Underwriter exercised in full the option granted to them by the Company to purchase up to 2,475,000 additional
Units to cover over-allotments, and we issued an additional 990,000 private placement warrants in the Additional Private Placement, generating
total gross proceeds of $25,245,000.

 Following
our IPO, the exercise of the over-allotment option and the sale of the private placement warrants, a total of $193,545,000 was placed
in the Trust Accounts. We incurred $12,517,335 in transaction costs, including $3,795,000 in cash underwriting fees, $6,641,250 of deferred
underwriting fees, $1,248,100 of offering costs related to the fair value of the Founder Shares sold to Anchor Investor, and $832,985
of other offering costs.

 For
the twelve months ended December 31, 2023, cash used in operating activities was $1,555,597. Net income of $4,422,350 was impacted by
interest earned on marketable securities held in the Trust Account of $6,864,803, gain on change in fair value of warrant liability of
$1,029,188, unrealized gain on marketable securities held in the Trust Account of $670,104, interest expense of $15,833 and changes in
operating assets and liabilities which used $2,570,315 from operating activities.

 For
the twelve months ended December 31, 2022, cash used in operating activities was $411,937. Net income of $12,658,706 was impacted by
interest earned on marketable securities held in the Trust Account of $854,167, gain on change in fair value of warrant liability of
$11,226,187, unrealized gain on marketable securities held in the Trust Account of $1,822,183 and changes in operating assets and liabilities
which used $831,893 from operating activities.

 As
of December 31, 2023 and December 31, 2022, we had investments of $67,214,745 and $196,226,283 held in the Trust Accounts, respectively.
We intend to use substantially all of the funds held in the Trust Accounts, including any amounts representing interest earned on the
Trust Account (less taxes paid and deferred underwriting commissions) to complete our initial Business Combination. We may withdraw interest
to pay taxes. During the twelve months ended December 31, 2023 and 2022, we did not withdraw any interest earned on the Trust Accounts
to pay taxes.

 On
August 29, 2023, shareholders of the Company held an extraordinary general meeting of shareholders, in connection holders of 12,817,785 shares
of Class A ordinary shareholders exercised their right to redemption. On
September 5, 2023, a total of $136,786,445 in redemption payments were made in connection with this redemption from the Trust Account. To
the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial Business Combination,
the remaining proceeds held in the Trust Accounts will be used as working capital to finance the operations of the target business or
businesses, make other acquisitions and pursue our growth strategies.

 As
of December 31, 2023 and December 31, 2022, we had cash of $61,977 and $627,628 outside of the Trust Accounts, respectively. We intend
to use the funds held outside the Trust Accounts primarily to identify and evaluate target businesses, perform business due diligence
on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their
representatives or owners, review corporate documents and material agreements of prospective target businesses, and structure, negotiate
and complete our initial Business Combination.

 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 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 may be repaid only out of funds held outside the Trust Account. In the event
that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay
such loaned amounts but no proceeds from our Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans
may be convertible into warrants of the post-business combination company at a price of $1.00 per warrant at the option of the lender.

 On
June 20, 2023, the Company entered into a Promissory Note (as defined in Note 5) with the Sponsor pursuant to which the Sponsor agreed
to loan the Company up to an aggregate principal amount of up to $1,500,000. The Promissory Note is payable on the earlier of the date
on which the Company consummates a Business Combination or June 7, 2024. Upon the consummation of the Business Combination, the Sponsor
will have the option, but not the obligation, to convert the entire principal balance of the Promissory Note, in whole or in part, into
private placement warrants of the post-business combination entity at a price of $1.00 per warrant. The terms of such private placement
warrants (if issued) will be identical to the terms of the private placement warrants issued by the Company in connection with the IPO.
The Promissory Note is subject to customary events of default, the occurrence of any of which automatically triggers the unpaid principal
and interest balance of the Promissory Note and all other sums payable with regard to the Sponsor Note becoming immediately due and payable.
As of December 31, 2023 the outstanding principal balance under the Note amounted to an aggregate of $1,080,000.

 On
August 3, 2023, the Company issued an unsecured promissory note to TNL with a principal amount equal to $400,000 (the "TNL
Working Capital Note"). The TNL Working Capital Note is a non-interest bearing, unsecured promissory note that will not be repaid
in the event that the Merger agreement is terminated prior to the Business Combination. The TNL Working Capital Note will be paid on
the date on which the Company consummates the transactions contemplated by the Merger Agreement. The following shall constitute an event
of default under the TNL Working Capital Note: (i) a failure to pay the principal within five business days of the maturity date and
(ii) the commencement of a voluntary or involuntary bankruptcy action. As of December 31, 2023 the outstanding principal balance under
the TNL Working Capital Note amounted to an aggregate of $149,946.

 Based
on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity from the Sponsor or
an affiliate of the Sponsor, or certain of the Company's officers and directors to meet its needs through the earlier of the consummation
of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing
accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective
target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating
and consummating the Business Combination.

 In
connection with the Company's assessment of going concern considerations in accordance with the authoritative guidance in FASB
ASU 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue as a Going Concern." The Company has
until June 7, 2024, to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination
by the specified period. If a Business Combination is not consummated by June 7, 2024 and the Company decides not to extend the period
of time to consummate a Business Combination, there will be a mandatory liquidation and subsequent dissolution.

 The
Company's evaluation of its liquidity condition and the date for mandatory liquidation and subsequent dissolution raise substantial
doubt about the Company's ability to continue as a going concern one year from the date that these financial statements are issued.
These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as a going concern.

 Off-Balance
Sheet Arrangements Commitments and Contractual Obligations

 On
December 31, 2023, we did not have any obligations, assets or liabilities that would be considered off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations.

 Contractual
Obligations

 Administrative
Support Agreement

 On
December 2, 2021, the Company entered into an Administrative Support Agreement pursuant to which the Company may reimburse an affiliate
of the Sponsor up to an amount of $10,000 per month for office space and secretarial and administrative support. The Company considered
this agreement under the guidance of ASC 842, Leases, and determined that this agreement did not meet the definitions of a lease.

 Registration
Rights

 The
holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital
Loans (and in each case holders of their component securities, as applicable) are entitled to registration rights pursuant to a registration
rights agreement effective December 2, 2021, which requires the Company to register such securities for resale (in the case of the Founder
Shares, only after conversion to our Class A ordinary shares). The holders of the majority of these securities are entitled to make up
to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back"
registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights
to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the
expenses incurred in connection with the filing of any such registration statements.

 Underwriter's
Agreement

 The
Company paid a cash underwriting discount of 2.00% of the gross proceeds of the IPO, or $3,795,000 due to the exercise of the over-allotment
option in full. In addition, the underwriter will be entitled to a deferred fee of three and a half percent (3.50%) of the gross proceeds
of the IPO, or $6,641,250. The deferred fee will become payable to the underwriter from the amounts held in the Trust Account solely
in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The underwriter has
reimbursed the Company for $550,000 for offering expenses. The reimbursement of these costs has been accounted for as a reduction to
offering costs of the Public Offering.

 Critical
Accounting Policies and Estimates

 This
management's discussion and analysis of our financial condition and results of operations is based on our financial statements,
which have been prepared in accordance with GAAP. The preparation of our financial statements requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses and the disclosure of contingent assets and liabilities
in our financial statements. On an ongoing basis, we evaluate our estimates and judgments, including those related to fair value of financial
instruments and accrued expenses. We base our estimates on historical experience, known trends and events and various other factors that
we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different
assumptions or conditions. The Company has identified the following as its critical accounting policies:

 Warrant
Liabilities

 The
Company accounts for the Warrants as either equity-classified or liability-classified instruments based on an assessment of the specific
terms of the Warrants and the applicable authoritative guidance in Financial Accounting Standards Board ("FASB") Accounting
Standards Codification ("ASC") 480, "Distinguishing Liabilities from Equity" ("ASC 480"), and ASC
815, "Derivatives and Hedging" ("ASC 815"). The assessment considers whether they are freestanding financial
instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and meet all of the requirements for equity
classification under ASC 815, including whether the Warrants are indexed to the Company's own common shares and whether the holders
of the Warrants could potentially require "net cash settlement" in a circumstance outside of the Company's control,
among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the
time of issuance of the Warrants and as of each subsequent quarterly period end date while the Warrants are outstanding. For issued or
modified warrants that meet all of the criteria for equity classification, such warrants are required to be recorded as a component of
additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification,
such warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter.
Changes in the estimated fair value of liability-classified warrants are recognized as a non-cash gain or loss on the statements of operations.

 Class
A Ordinary Shares Subject to Possible Redemption

 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 is classified as shareholders' equity. Our Class A ordinary shares
feature certain redemption rights that are considered to be outside of our control and subject to the occurrence of uncertain future
events. At December 31, 2023 and December 31, 2022, 6,157,215 and 18,975,000 shares, respectively, of Class A ordinary shares subject
to possible redemption are presented as temporary equity, outside of the shareholders' deficit section of the Company's balance
sheet.

 Net
Income Per Ordinary Share

 Basic
income per ordinary share is computed by dividing net income applicable to ordinary shareholders by the weighted average number of ordinary
shares outstanding during the period. Consistent with ASC 480, ordinary shares subject to possible redemption, as well as their pro rata
share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of income per ordinary
share for the twelve month period ended December 31, 2023 and December 31, 2022. Such shares, if redeemed, only participate in their
pro rata share of trust earnings. Diluted income per share includes the incremental number of ordinary shares to be issued to settle
warrants, as calculated using the treasury method. For the period from December 31, 2022 to December 31, 2023, the Company did not have
any dilutive warrants, securities or other contracts that could potentially, be exercised or converted into ordinary shares. As a result,
diluted income per ordinary share is the same as basic income per ordinary share for all periods presented.

 Promissory
Note

 Upon
issuance, we separately account for the liability and equity components of the Promissory Note by estimating the fair values of the i)
liability component without a conversion feature and ii) the conversion feature. This results in a bifurcation of a component of the
debt, classification of that component in equity and the accretion of the resulting discount on the debt to be recognized as part of
interest expense in our consolidated statements of income unless the amount is determined to be de minimis. Upon settlement of the Promissory
Note instruments, we allocate the total consideration between the liability and equity components based on the fair value of the liability
component without the conversion feature. If applicable, the difference between the consideration allocated to the liability component
and the net carrying value of the liability component is recognized as an extinguishment loss or gain. The remaining settlement consideration
is allocated to the equity component and recognized as a reduction of additional paid-in capital in our consolidated balance sheets.

 Recently
Issued Accounting Standards

 In
August 2020, the FASB issued Accounting Standards Update ("ASU") 2020-06, Debt - Debt with Conversion and Other Options (Subtopic
470-20) and Derivatives and Hedging - Contracts in Entity's Own Equity (Subtopic 815-40) ("ASU 2020-06") to simplify
accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion
and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity
classification of contracts in an entity's own equity. The new standard also introduces additional disclosures for convertible
debt and freestanding instruments that are indexed to and settled in an entity's own equity. ASU 2020-06 amends the diluted earnings
per share guidance, including the requirement to use the if-converted method for all convertible instruments. As a smaller reporting
company, ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified retrospective basis, with early adoption
permitted beginning on January 1, 2021. The Company is currently assessing the impact, if any, that ASU 2020-06 would have on its financial
position, results of operations or cash flows.

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

 JOBS
Act

 On
April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements
for qualifying public companies. 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 to irrevocably 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 will adopt the new or revised standard at the time public companies adopt the new
or revised standard. This may make comparison of our financial statements with another emerging growth company that has not opted out
of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

 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 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 CEO's compensation to median employee
compensation. These exemptions will apply for a period of five years following the completion of our IPO 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. Financial Statements and Supplementary Data.

 Reference
is made to Pages F-1 through F-15 comprising a portion of this Annual Report on Form 10-K.

 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 Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation
of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were not effective as of December 31, 2023.

 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

 Our Principal Executive Officer
and Principal Financial Officer are responsible for establishing and maintaining adequate internal control over financial reporting. Internal
control over financial reporting is defined in Rule 13a-15(f) and 15d-15(f) promulgated under the Exchange Act as a process designed by,
or under the supervision of, our principal executive and principal financial officers and effected by our Board of Directors, management
and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures
that:

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

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

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

 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 concluded that our internal control over financial
reporting was not effective as of December 31, 2023, due to the material weakness in management's review of the completeness and
accuracy of accounts payable related to the identification and estimation of period end accruals.

 A material weakness is a deficiency
or combination of deficiencies in internal control over financial reporting such that there is a reasonable possibility that a material
misstatement of its financial statements would not be prevented or detected on a timely basis. If not remediated, these deficiencies could
result in material misstatements to our financial statements that could not be prevented or detected on a timely basis.

 Our management has concluded
that this material weakness in our internal controls over financial reporting is due to the fact that we did not have the necessary business
processes and related internal controls formally designed and implemented. As a result, we performed additional analysis as deemed necessary
to ensure that our consolidated financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly,
management believes that the consolidated financial statements included in this Form 10-K present fairly in all material respects
our financial position, results of operations, and cash flows for the period presented.

 Remediation Activities

 In order to address the identified
material weakness, our management has instituted enhanced controls including review processes and reconciliations related to accrued expenses
and accounts payable. Our management intends to remediate these deficiencies as soon as possible and believes these actions will be sufficient
to address the identified material weaknesses and strengthen the Company's internal control over financial reporting; however, there
can be no guarantee that such remediation will be sufficient. Our management will continue to monitor the effectiveness of its controls
and will make any further changes management determines appropriate. We do not anticipate the hiring of additional finance and accounting
personnel and the implementation of improvements to our accounting systems and controls are unlikely to be costly and time consuming.

 If not remediated, this identified
material weakness could result in material misstatements to our annual or interim consolidated financial statements that might not be
prevented or detected on a timely basis, or in delayed filing of required periodic reports.

 This Report 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
were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

 Item 9B. Other Information.

 Not
applicable.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 PART
III

 Item 10. Directors, Executive Officers and Corporate Governance.

 Directors
and Executive Officers

 Our
directors and executive officers are as follows:

 Name

 Age

 Title

 Marcus Brauchli

 Chairman

 Sean Glodek

 Vice President and Director

 Richard Leggett

 Chief Executive Officer

 Matt Lasov

 Chief Financial Officer

 Norman Pearlstine

 Independent Director

 Joel Motley

 Independent Director

 Matt Goldberg

 Independent Director

 Priscilla Han

 Independent Director

 Marcus
Brauchli, Blue Ocean's Chairman, has been co-founder and managing partner of North Base Media Ltd. since January 2014. He previously
was vice president of Graham Holdings Company (NYSE: GHCO) and its predecessor, The Washington Post Co., from July 2008 until December
2013, where he developed digital opportunities for a group that included The Washington Post, the Post-Newsweek television stations,
the Cable One group and Slate, a digital site. From September 2008 to December 2012, he was the executive editor of The Washington Post
(the "Post") and oversaw the Post's budget and a newsroom of more than 700 journalists. He drove significant changes
in the Post's digital operation, which quadrupled its audience. Mr. Brauchli came to the Post from a 24-year career at Dow Jones
& Co., where he was a vice president and the top editor of The Wall Street Journal at the time the company was acquired by News Corp.
in a $5.6 billion transaction. He ran WSJ's budget and oversaw a global staff, with operations in Asia, Europe and the U.S., as
well as the Marketwatch, a digital site. He also was responsible for approving changes in the Dow Jones Industrial Average. Early in
his career, Mr. Brauchli lived 15 years in Asia and Europe as a Journal correspondent and editor. Since January 2018, he has served as
a member of the supervisory board of Gremi Media, the publicly listed media group that publishes Poland's leading business newspaper,
Rzeczpospolita, and other publications and digital platforms. Since 2014, he has served as a director of The News Lens, Taiwan's
leading independent digital-media group, and is advisor to Datami Inc., a U.S. telecommunications technology company, and 5G Edge Acquisition
Corp., a blank-check company that will be listed on Nasdaq. He has been a consultant to Univision Communications Inc., the HT Media Group
in India, and the Economic Journal of Hong Kong, and is an Innovation Fellow at the Lang Center for Entrepreneurship at Columbia Business
School. He has lived in Shanghai, Hong Kong, Tokyo, Stockholm and now resides in Bethesda, Maryland. We believe Mr. Brauchli's
extensive experience leading media and global businesses, investing in digital and technology growth companies, and his substantial management
experience brings important and valuable skills to our board of directors.

 Richard
Leggett, serves as Blue Ocean's Chief Executive Officer. He is an accomplished global chief executive in the information services,
financial services and professional services industries with over 32 years of experience and an entrepreneurial track record in all aspects
of growing and operating a global business. Over the last 16 years, Mr. Leggett has served as CEO of three PE-backed technology-enabled
information services businesses guiding two of them through successful exits to strategic buyers. From January 2012 through September
2022, Mr. Leggett served as the CEO of FrontierView, a global market intelligence company which he built and in November 2021 sold to
FiscalNote (NYSE: NOTE) prior to FiscalNotes's IPO in August 2022. From October 2008 through August 2011, he served as CEO of Business
Intelligence Advisors ("BIA"), an independent equity research firm that launched an AI-based proprietary data platform. Prior
to BIA, Mr. Leggett served from February 2005 through October 2008 as CEO at CFRA, a leading independent equity research company, that
under Mr. Leggett's leadership grew substantially and was sold to RiskMetrics (now MSCI) in 2007, where Mr. Leggett subsequently
also ran Institutional Shareholder Services. Prior to his CEO roles, Mr. Leggett spent over 16 years in the Financial Services industry,
where he was a Managing Director at Goldman Sachs in New York and London, in both the Technology equity research and investment banking
divisions from June 2000 through January 2005. Prior to Goldman Sachs, Mr. Leggett led the Technology Research practice at Friedman,
Billings & Ramsey from October 1996 to June 2000. He started his career in the Financial Services practice at Accenture in Washington,
D.C. from January 1991 to October 1996. Mr. Leggett is a co-founder and Board Member of K Street Capital, a Washington, D.C. angel investment
group. Since 2011, he has served on the Board of Directors of AlphaSense, a privately held AI-powered market intelligence and search
platform backed by a number of leading investors, including Goldman Sachs and Viking Global Advisors. Mr. Leggett graduated from Georgetown
University in 1990 with a B.A. in Business Administration. We believe Mr. Leggett's experience in leading companies and in managing
transactions brings valuable skills to Blue Ocean.

 Matt
Lasov, Blue Ocean's Chief Financial Officer, is an accomplished finance and strategy executive in the professional services
and technology industries, with a strong track record of growing and operating businesses globally. From October 2021 through July 2022,
Mr. Lasov served as the Chief Strategy Officer at ConsumerDirect, a financial technology company in the money, credit, and privacy spaces.
Prior to ConsumerDirect, from February 2019 to October 2021, Mr. Lasov was a Director at Slalom, a global consulting firm, founding and
leading the Strategy Practice in Southern California. From June 2016 through January 2019, Mr. Lasov was Vice President of Finance and
Operations at ExecOnline, a privately held education technology company focused on leadership development. Prior to ExecOnline, From
January 2010 through May 2016, Mr. Lasov served in leadership positions including Head of Advisory, and Head of EMEA at FrontierView,
now FiscalNote (NYSE: NOTE), a global market intelligence company. Mr. Lasov graduated from McGill University in 2006 with a B.A. in
Political Science. We believe Mr. Lasov's experience in financial management and transactions provides significant benefits to
the company.

 Sean
Glodek, Blue Ocean's Vice President focused on business development, serves as a director of the company as well as a member
of Blue Ocean's leadership team in identifying possible business combinations for Blue Ocean. Since July 2019, he has served as
a Vice Chairman of CT Bright Holdings, a wholly owned investment subsidiary of C.P. Group, where he coordinates investment activities
and strategic partnerships for the Chairman's office across C.P. Group companies. He has also served as a Senior Advisor to C.P.
Group Chairman Soopakij Chearavanont since July 2018. From June 2017 to June 2018, he was managing partner of R3 Capital Partners. From
September 2011 to May 2017, Mr. Glodek was a Deputy CEO of the Russian Direct Investment Fund (RDIF) and a Director of the Russia China
Investment Fund (RCIF), where he coordinated investment activity and a number of key strategic partnerships with Sovereign Wealth Funds
and Pension Funds across the world to invest in Russia and selectively in China. The parent of the Russian Direct Investment Fund, Vnesheconombank,
and RDIF (as its subsidiary) were subject to sanctions imposed in 2014 and 2015 by the United States Treasury prohibiting U.S. persons
from transacting in, providing financing for, or otherwise dealing in new debt of longer than certain maturities or new equity. RDIF
is a sovereign wealth fund. Prior to RDIF, Mr. Glodek was based in Warsaw, Poland where he led a regional office of Darby Private Equity.
Earlier in his career, Mr. Glodek worked as an investment banker at Lehman Brothers, Deutsche Bank, and Barclays Capital. Mr. Glodek
started his career as a mergers & acquisitions analyst at Goldman Sachs. He received a B.A. in Economics with Honors from Stanford
University and an M.B.A. from The Wharton School at the University of Pennsylvania. We believe Mr. Glodek's extensive experience
in investing brings important and valuable skills to our board.

 Norman
Pearlstine, an independent director of the company, was Executive Editor of the Los Angeles Times from June 2018 through December
2020. Before that, Mr. Pearlstine was Time Inc.'s editor-in-chief from 1994 to 2005 and its Chief Content Officer from 2013 to
July 2016 and its vice-chairman from July 2016 to July 2017. He served as the Carlyle Group's senior advisor for telecommunications
and media from June 2006 to June 2008, and a Forbes executive editor from June 1978 to June 1980. He was The Wall Street Journal's
managing and executive editor from September 1983 to June 1992, having begun his media career as a Journal staff reporter before becoming
its North Asia bureau chief and a founding editor of its Asian and European editions. He serves on the boards of the Committee to Protect
Journalists, the Reporters Committee for Freedom of the Press, and the Center for Communication, Leadership and Policy at USC Annenberg.
He is a member of the American Academy of Arts & Sciences, and the Council on Foreign Relations. He previously served as President
of the American Academy in Berlin. He is an advisor to North Base Media and lives in New York. We believe Mr. Pearlstine's extensive
experience leading global media organizations as well as his substantial leadership and management experience and extensive network of
business leaders brings important and valuable skills to our board of directors.

 Joel
Motley, an independent director of the company, has served since June 2019 as an independent director of Invesco Mutual Funds. He
is an independent director of the Office of Finance of the Federal Home Loan Bank System, a role he began in September 2016. Mr. Motley
is Chairman emeritus of Human Rights Watch, serving as chair from April 2012 to October 2016. He has served on the boards of The Pulitzer
Center for Crisis Reporting since December 2010 and The Greenwall Foundation since May 2013, and he has been a member of the Council
on Foreign Relations since March 1989. He began his career in investment banking at Lazard Freres & Co. in May 1985, and went on
to co-found Carmona Motley Inc., a private financial advisor, in April 1992. Prior to banking, Mr. Motley was an aide to Sen. Daniel
Patrick Moynihan from January 1983 until May 1985. He began work as a corporate lawyer for Simpson Thacher in September 1978 after receiving
his J.D. from Harvard Law School. We believe Mr. Motley's extensive experience in banking and service on boards brings important
and valuable skills to our board of directors.

 Matt
Goldberg serves as an independent director of the company. Mr. Goldberg's career in media included extensive stints in corporate
development, mergers and acquisitions, and strategy. Mr. Goldberg was appointed as the Chief Executive Officer of Tripadvisor in July
2022. He ran global operations for the advertising-technology company, The Trade Desk, from July 2020 to March 2021 and the company's
business development from February 2020 to July 2020, and since April 2021, he has been the founding director of Dataphilanthropy, which
applies data science to understand key moments where innovative interventions might remove obstacles to equal opportunity. From December
2016 to December 2019, he served as the Global Head of M&A for News Corp., joining from Liberty Interactive, where he was senior
vice president and head of corporate development from October 2013 to November 2016. In that role, he led the $2.4 billion Zulily acquisition
and was instrumental in the $2.1 billion acquisition of HSN. Before that, from February 2009 to September 2013, he was CEO of Lonely
Planet, the Australian publisher. We believe Mr. Goldberg's extensive experience in identifying, negotiating and closing significant
transactions brings important and valuable skills to our board of directors.

 Priscilla
Han serves as an independent director of the company. Since March 2019, Ms. Han has served as the Chief Investment Officer of Reapra
Pte. Ltd., a Singapore-based investment company with a portfolio that includes companies in a wide range of industries, including education,
digital media, real estate, hospitality, healthcare and agriculture across Asia. Before joining Reapra, she worked from April 2014 to
July 2017 as an investment manager covering China and Southeast Asia for New Zealand Trade and Enterprise, which focuses on driving Foreign
Direct Investment into New Zealand. From May 2014 to July 2017, Ms. Han was an Investment Committee Member for North Base Media and led
financial analysis for the portfolio; a corporate finance manager for Deloitte & Touche from January 2013 to April 2014; and an associate
in M&A and investment for Singapore-based investment companies. We believe Ms. Han's extensive experience in finance, as well
as analyzing and advising growth companies in Asia brings important and valuable skills to our board.

 Advisors

 Gustavo
Guzman Favela serves as an advisor to the company, with a focus on Latin America. The founder and CEO of Yotta, a Mexico City-based
holding company with interests in media, creative arts, data and technology companies, Mr. Guzman is a serial entrepreneur with deep
roots in media and technology and relationships across the region. He has founded a series of successful media companies in Mexico, the
largest Spanish-language market in the Americas. Among them are Maspormas, the largest free commuter newspaper in Mexico City and Capital
Digital, a group of Mexico's leading independent digital sites, specialized in technology, culture, travel, entertainment, city-
guide and visual explanations with brands including Pictoline, Chilango, Travesias, Unocero, Sopitas and Local.

 Jae
Kang serves as an advisor to the company, with a focus on Korea and international markets. Mr. Kang is a multidisciplinary senior
executive with deep experience in strategy development; M&A & joint ventures; restructuring & divestitures; equity, debt
& private placements; post-M&A integration; and risk & capital management. At Sallie Mae, he provided leadership in sourcing
and executing acquisition opportunities, and headed the transformation of its enterprise risk management, including credit, capital,
liquidity, and stress test. At CIT, as the head of bank strategy and M&A, he directed bank growth strategies and M&A transactions
which enabled the bank to grow from approximately $10 billion to $21 billion, including the acquisition of OneWest Bank for $3.1 billion.
At AIG, as the global head of M&A, strategy and restructuring for international P&C, he led teams on transactions in Europe,
the Middle East, Asia and South America, including the acquisition of Fuji Fire & Marine and the creation of new businesses in Brazil,
Saudi Arabia, Kuwait, Spain and Turkey. Mr. Kang started his career in M&A at Lehman Brothers and was a management consultant at
Booz Allen & Hamilton.

 Stuart
Karle serves as an advisor and secretary to the company and as its general counsel. Mr. Karle is a partner and general counsel of
North Base Media, the investment company that is also a sponsor of the company. Before coming to NBM, Mr. Karle was the Chief Operating
Officer for Reuters News, one of the largest news operations in the world. Mr. Karle was involved in strategy and operational matters
affecting financial, video, photo and text media at a time when the company's business model was shifting sharply. Mr. Karle had
extensive international experience prior to joining Reuters. As a lawyer, he helped to negotiate a series of content contracts with one
of Russia's largest professional publishers and distribution and rights agreements for video content. Mr. Karle previously was
general counsel of The Wall Street Journal, where he oversaw legal teams responsible for matters related to First Amendment, media, commercial
and international law. He lives in New York.

 Sa a Vu ini
 serves as an advisor to the company, with a focus on international markets. Mr. Vu ini is co- founder and managing
partner of North Base Media, the investment company that is also a sponsor of Blue Ocean Acquisition Corp. Mr. Vu ini
was the co-founder and the first chief executive of the Media Development Loan Fund (now the Media Development Investment Fund), one
of the first impact investment funds. Over his 15-year tenure, the Fund created a portfolio of high-potential independent media companies
operating in emerging markets countries in Central and Eastern Europe, Asia, Latin America and Africa, providing them with more than
$100 million in low-cost debt and equity financing. He serves as a director of several media and media-technology companies, including
IDN Media in Indonesia, Zaiko in Japan and SmartOcto in Netherlands. Prior to establishing the Media Development Loan Fund, he was co-founder
and CEO of independent radio station B-92 in Serbia. Having lived for the last two decades in Asia, including Hong Kong, Singapore and
Seoul, he now lives in Mumbai, India.

 Lauren
Zalaznick serves as an advisor to the company, with a focus on North America. A Senior Advisor to the Boston Consulting Group's
TMT practice, she also is a Director of The Nielsen Corporation, Europe's The RTL Group, GoPro, LLC and other privately held companies.
Ms. Zalaznick advises and invests in digital-media startups including Refinery29, Atlas Obscura, Realm, and Medium. Earlier in her career,
she was an Executive Vice President at Comcast NBCUniversal, where she oversaw The Entertainment & Digital Networks, which managed
a revenue portfolio that included: the highly valued cable properties of Bravo Media and Oxygen Media, home to genre- defining global
cultural franchises; the Telemundo broadcast network which saw unprecedented growth and profitability; and a digital portfolio that included
Fandango, at which she overhauled the business model to transform from a ticketing utility to a premier destination for moviegoers. She
previously was at Viacom, where she helped to build the VH1 network into a marketing and programming powerhouse. She has produced a number
of award-winning feature films and Emmy and Peabody Award winning television programs. She is a trustee emerita of Brown University.

 Rohit
Dube serves as an advisor to the company, with a focus on evaluating and structuring potential transactions. Mr. Dube has more than
14 years of mergers and acquisitions experience across several industries. He joined The Trade Desk in July 2021 as Vice President, Head
of Corp Dev and TD7, after serving as a Senior Advocate at LionTree Advisors from February 2013 through May 2021. Previously, he worked
at UBS Investment Bank from August 2007 until February 2013, where he was a director in the Tech, Media and Telecom Group. Over his career,
Mr. Dube has advised on both domestic and cross-border transactions, including advising Charter Communications on the acquisition of
Time Warner Cable and Bright House Networks, advising Verizon Communications on its acquisitions of Yahoo!, AOL, Edgecast, Hughes Telematics
and investment in AwesomenessTV, advising Arris on its acquisition of Ruckus Wireless, advising Essel on the sale of a 11% stake to Invesco,
advising Saavn on its sale to Jio, and advising Viasat on the acquisition of Rignet. Mr. Dube was one of the early members of the LionTree
team. Prior to banking, Mr. Dube worked at Microsoft in Seattle from March 2001 to January 2003, and was CTO and co- founder of KritiKal
Solutions in India from January 2003 to September 2004 and at Intersolutions from 2004 to August 2005. Mr. Dube received his M.B.A. from
the University of Chicago Booth School of Business and Bachelor of Technology in Computer Science from the Indian Institute of Technology,
Delhi.

 Number
and Terms of Office of Officers and Directors

 We
have six 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. In accordance
with Nasdaq corporate governance requirements, we are not required to hold an annual general meeting until one year after our first fiscal
year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Norman Pearlstine and Sean
Glodek, was extended at the EGM in August 2023. The term of office of the second class of directors, consisting of Priscilla Han, Joel
Motley and Matt Goldberg, will expire at our second annual general meeting. The term of office of the third class of director, consisting
of Marcus Brauchli, 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.

 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 are authorized to appoint persons to the offices as set forth in our amended and restated memorandum
and articles of association as it deems appropriate. Our amended and restated memorandum and articles of association provide that our
officers may consist of one or more chairmen of the board, chief executive officers, a president, chief financial officer, vice presidents,
secretary, treasurer and such other offices as may be determined by the board of directors.

 Committees
of the Board of Directors

 Our
board of directors has two standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited
exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require that the audit committee of a listed company be comprised solely of
independent directors, and Nasdaq rules require that the compensation committee of a listed company be comprised solely of independent
directors. Each committee operates under a charter that was approved by our board of directors and has the composition and responsibilities
described below.

 Audit
Committee

 We
have established a separately-designated standing audit committee of the board of directors. Joel Motley, Matt Goldberg and Priscilla
Han serve as members of our audit committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have three members
of the audit committee, all of whom must be independent. Joel Motley, Matt Goldberg and Priscilla Han are independent.

 Joel
Motley serves as the Chairman of the audit committee. Each member of the audit committee is financially literate, and our board of directors
has determined that Joel Motley qualifies as an "audit committee financial expert" as defined in applicable SEC rules. The
primary purposes of our audit committee are to assist the board's oversight of:

 the
 integrity of our financial statements;

 our
 compliance with legal and regulatory requirements;

 the
 qualifications, engagement, compensation, independence and performance of our independent
 registered public accounting firm;

 our
 process relating to risk management and the conduct and systems of internal control over
 financial reporting and disclosure controls and procedures; and

 the
 performance of our internal audit function.

 The
audit committee is governed by a charter that complies with Nasdaq rules.

 Compensation
Committee

 We
have established a compensation committee of our board of directors. The members of our compensation committee are Matt Goldberg and
Priscilla Han, with Matt Goldberg serving as chairman of the compensation committee. Matt Goldberg and Priscilla Han are independent
for purposes of Nasdaq listing standards and applicable SEC rules.

 The
primary purposes of our compensation committee are to assist the board in overseeing our management compensation policies and practices,
including:

 determining
 and approving the compensation of our executive officers and

 reviewing
 and approving incentive compensation and equity compensation policies and programs.

 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 Nasdaq and the SEC.

 The
compensation committee is governed by a charter that complies with Nasdaq rules.

Nominations

 We
do not have a standing nominating committee though we intend to form a corporate governance and nominating committee as and when required
to do so by law or Nasdaq rules. In accordance with Rule 5605 of the Nasdaq rules, a majority of the independent directors may recommend
a director nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily
carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee.
The directors who participate in the consideration and recommendation of director nominees are Norman Pearlstine, Joel Motley, Matt Goldberg
and Priscilla Han. In accordance with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating
committee, we do not have a nominating committee charter in place.

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

 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 and business conduct applicable to our directors, officers and employees.

 Availability
of Documents

 We
have filed a copy of our Code of Ethics, our audit committee charter and our compensation committee charter as exhibits to the registration
statement relating to our IPO and they are referred to in the exhibit index of this report. You will be able to review these documents
by accessing our public filings at the SEC's website at www.sec.gov. In addition, a copy of these documents will be provided
without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in
a Current Report on Form 8-K. Please see "Where You Can Find Additional Information."

 Item 11. Executive Compensation.

 Executive
Officer and Director Compensation

 None
of our executive officers or directors has received any cash compensation for services rendered to us, other than Messrs. Leggett and
Lasov who receive fees pursuant to separate consulting agreements with the Company as described below; provided that our sponsor, executive
officers and directors, or any of their respective affiliates will be reimbursed for any out-of-pocket expenses related to identifying,
investigating, negotiating and completing an initial business combination.

to a consulting agreement entered into by the Company and Mr. Leggett on October 11, 2022, as amended July 31, 2023 (the "Leggett
Consulting Agreement"), Mr. Leggett is entitled to $20,000 per month for certain services Mr. Leggett provides to the Company and
its affiliates. Mr. Leggett is further entitled to a success bonus of $250,000 to be paid within 10 business days of the close of the
business combination, subject to adjustment as described in the Leggett Consulting Agreement. Pursuant to a consulting agreement entered
into by the Company and Mr. Lasov on November 22, 2022, as amended July 31, 2023 (the "Lasov Consulting Agreement"), Mr.
Lasov is entitled to $32,500 per month for certain services Mr. Lasov provides to the Company and its affiliates. Mr. Lasov is further
entitled to a success bonus of $150,000 to be paid within 10 business days of the close of the business combination, subject to adjustment
as described in the Lasov Consulting Agreement.

 In
the future, we, upon consultation with the compensation committee of our board of directors, may decide to compensate our executive officers
and other employees. 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. 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 related to identifying, investigating, negotiating and completing an
initial business combination other than the audit committee's quarterly review of such payments. Other than these payments, reimbursements
and the consulting fees described above, no compensation of any kind, including finder's 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 remain in their
positions or negotiate employment or consulting arrangements to remain with us in the same or a different capacity after our initial
business combination. The existence or terms of any such employment or consulting arrangements may influence our management's motivation
in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation
of our initial business combination will be a determining factor in our decision to proceed with any potential business combination.
We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

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

 The following table sets forth information regarding the beneficial
ownership of our ordinary shares as of March 21, 2024, 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 outstanding ordinary
 shares;

 each
 of our executive officers and directors; and

 all
 our executive officers and directors as a group.

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

 Name and address of beneficial owner (2)

 Number of
 shares of
 ordinary
 shares
 beneficially
 owned (4)

 Approximate
 percentage of
 outstanding
 ordinary
 shares (1)

 Blue Ocean Sponsor LLC (3)

 4,353,750

 40.0
 %

 Marcus Brauchli (3)

 4,353,750

 40.0
 %

 Richard Leggett (3)

 4,353,750

 40.0
 %

 Sean Glodek (5)

 -

 *

 Norman Pearlstine

 25,000

 *

 Joel Motley

 30,000

 *

 Matt Goldberg

 30,000

 *

 Priscilla Han

 30,000

 *

 All directors and executive officers as a group (9 individuals)

 4,468,750

 41.0
 %

 Other 5% Stockholders (6)

 Apollo Credit Strategies Master Fund Ltd.

 858,817
 (7)

 7.9
 %

 *
 Less
than one percent.

 (1)
 Based
on 10,900,965 ordinary shares outstanding as of March 21, 2024 including 6,157,215 Class A ordinary shares and 4,743,750 Class B ordinary
shares. Ordinary shareholders of record are entitled to one vote for each share held on all matters to be voted on by shareholders. Only
holders of Class B ordinary shares will have the right to elect all of our directors prior to the consummation of our initial business
combination.

 (2)
 Unless
otherwise noted, the business address of each of our shareholders is 2 Wisconsin Circle, 7th Floor, Chevy Chase, MD 20815.

 (3)
 These
Class A ordinary shares are held by Blue Ocean Sponsor LLC. Each of Marcus Brauchli and Richard Leggett serve as co-managers of Blue
Ocean Sponsor LLC and, in such capacity, may be deemed to indirectly beneficially own the shares of Class A ordinary shares beneficially
owned by Blue Ocean Sponsor LLC.

 (4)
 Blue
Ocean Sponsor LLC is the record holder of the shares reported herein. Each of Marcus Brauchli and Richard Leggett are the managers of
Blue Ocean Sponsor LLC. As such, each of Marcus Brauchli and Richard Leggett may be deemed to have beneficial ownership of the Class
B ordinary shares held directly by Blue Ocean Sponsor LLC. Each of Marcus Brauchli and Paul Bascobert disclaim beneficial ownership over
any securities owned by our sponsor in which he does not have any pecuniary interest.

 (5)
 Does
not include any shares indirectly owned by this individual as a result of his or her partnership interest in our sponsor or its affiliates.

 (6)
 Interests
shown consist of Class A ordinary shares.

 (7)
 Based
upon its Schedule 13G/A filed February 13, 2024 with the SEC with respect to Class A ordinary shares, which will automatically convert
into Class A ordinary shares concurrently with or immediately following the initial business combination, held as of December 31, 2023,
Apollo has shared voting and dispositive power as to 858,817 Class B ordinary shares and each of (i) Apollo Credit Strategies Master
Fund Ltd. ("Credit Strategies"), (ii) Apollo ST Fund Management LLC ("ST Management"), (iii) Apollo ST Operating
LP ("ST Operating"), (iv) Apollo ST Capital LLC ("ST Capital"), (v) ST Management Holdings, LLC ("ST Management
Holdings"), (vi) Apollo Capital Management, L.P. ("Capital Management"); (vii) Apollo Capital Management GP, LLC ("Capital
Management GP"); (viii) Apollo Management Holdings, L.P. ("Management Holdings"); and (ix) Apollo Management Holdings
GP, LLC ("Management Holdings GP"), also have shared voting and dispositive power as to 858,817 Class B ordinary shares held
by Apollo. ST Management serves as the investment manager for Credit Strategies. ST Operating is the sole member of ST Management. The
general partner of ST Operating is ST Capital. ST Management Holdings is the sole member of ST Capital. Capital Management serves as
the sole member of SPAC Management I GP and the sole member and manager of ST Management Holdings. Capital Management GP serves as the
general partner of Capital Management. Management Holdings serves as the sole member and manager of Capital Management GP, and Management
Holdings GP serves as the general partner of Management Holdings. Each of the entities except Credit Strategies disclaims beneficial
ownership of all securities.

 Our
initial shareholders, Apollo and members of our management team beneficially own approximately 48.9% of the outstanding ordinary shares
and will have the right to appoint all of our directors prior to our initial business combination. Holders of our public shares do not
have the right to appoint any directors to our board of directors prior to our initial business combination. Because of this ownership
block, our initial shareholders, Apollo and members of our management team 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 Apollo have purchased an aggregate of 9,225,000 private placement warrants, each exercisable to purchase one Class A ordinary
share at $11.50 per share, subject to adjustment, at a price of $1.00 per warrant ($9,225,000 in aggregate), in private placements that
closed substantially concurrent with the closing of our IPO (including the over-allotment). As of March 30, 2023, our sponsor holds 9,125,000
private placement warrants and Apollo holds 100,000 private placement warrants. If we do not complete our initial business combination
before June 7, 2024, the private placement warrants will expire worthless. The private placement warrants are subject to the transfer
restrictions described below. The private placement warrants will not be redeemable by us so long as they are held by the initial purchasers
or their permitted transferees. Our sponsor, Apollo or their permitted transferees, have the option to exercise the private placement
warrants on a cashless basis. If the private placement warrants are held by holders other than initial purchasers or their permitted
transferees, the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants
included in the units sold in our IPO. Otherwise, the private placement warrants have terms and provisions that are identical to those
of the warrants sold in our IPO.

 In
the event that our sponsor deems it necessary in order to facilitate our initial business combination for the sponsor to forfeit, transfer,
exchange or amend the terms of all or any portion of the private placement warrants or to enter into any other arrangements with respect
to the private placement warrants (including, without limitation, a transfer of the sponsor's membership interests representing
an interest in the private placement warrants) to facilitate the consummation of such business combination, such change shall apply pro
rata to Apollo and our sponsor based on the relative number of private placement warrants held by each. By way of example, in the event
50% of the sponsor's private placement warrants are forfeited or transferred by the sponsor as part of such business combination,
Apollo shall forfeit or transfer 50% of its private placement warrants on substantially the same terms and conditions as the sponsor,
in which case the reduction shall equal 50% of the private placement warrants held by Apollo at such time.

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

 Transfers
of Founder Shares and Private Placement Warrants

 The
founder shares, private placement warrants and any Class A ordinary shares issued upon conversion or exercise thereof are each subject
to transfer restrictions pursuant to lock-up provisions in the letter agreement entered into by our initial shareholders, directors,
officers and Apollo. Pursuant to such letter agreement, our initial shareholders, directors, officers and Apollo have agreed not to transfer,
assign or sell (i) any of their founder shares until the earlier to occur of: (a) one year after the completion of our initial business
combination; and (b) subsequent to our initial business combination (x) the date on which we complete a liquidation, merger, share exchange
or other similar transaction that results in all of our shareholders having the right to exchange their Class A ordinary shares for cash,
securities or other property or (y) if the closing 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 other similar transactions) for any 20 trading
days within any 30-trading day period commencing at least 150 days after our initial business combination and (ii) any of their private
placement warrants and the respective Class A ordinary shares underlying such warrants until 30 days after the completion of our initial
business combination. The foregoing restrictions are not applicable to transfers (a) to our officers or directors, any affiliates or
family members of any of our officers or directors, any members of our sponsor or their affiliates, or any affiliates of our sponsor
or of Apollo, (b) in the case of an individual, by gift to a member of one of the individual's immediate family or to a trust,
the beneficiary of that is a member of the individual's immediate family, an affiliate of such person or to a charitable organization,
(c) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (d) in the case of an individual,
pursuant to a qualified domestic relations order, (e) by private sales or transfers made in connection with any forward purchase agreement
or similar arrangement or in connection with the consummation of a business combination at prices no greater than the price at which
the applicable securities were originally purchased, (f) by virtue of the laws of the Cayman Islands or the limited liability company
agreement of our sponsor upon dissolution of the sponsor, (g) in the event of the company's liquidation prior to the completion
of a business combination, (h) to the company for no value for cancellation in connection with the consummation of our initial business
combination, or (i) in the event of our completion of a liquidation, merger, share exchange or other similar transaction which results
in all of our shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property subsequent
to our completion of our initial business combination; provided, however, that in the case of clauses (a) through (f) these permitted
transferees must enter into a written agreement agreeing to be bound by these transfer restrictions and the other restrictions contained
in the letter agreements.

 Registration
Rights

 The
holders of the founder shares, private placement warrants and warrants that may be issued upon conversion of working capital loans (and
any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion
of working capital loans) will be entitled to registration rights pursuant to a registration rights. The holders of these securities
are entitled to make up to three demands, excluding short form demands, that we register such securities. In addition, the holders have
certain "piggy-back" registration rights with respect to registration statements filed subsequent to our completion of our
initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.

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

 On
April 7, 2021, we issued to our sponsor an aggregate of 4,312,500 founder shares in exchange for a payment of $25,000 from our sponsor
to cover certain expenses on behalf of us, or approximately $0.006 per share. Prior to the initial investment in the company of $25,000
by the sponsor, the company had no assets, tangible or intangible. The per share price of the founder shares was determined by dividing
the amount of cash the sponsor paid for the founder shares by the number of founder shares issued. Our sponsor transferred 30,000 founder
shares to each of Joel Motley, Matt Goldberg, and Priscilla Han, and 25,000 founder shares to each of Norman Pearlstine and Dale Mathias,
our independent directors, at the same price originally paid for such shares. Dale Mathias transferred her founder shares back to our
sponsor upon her leaving the board of directors. In addition, our sponsor transferred an aggregate of 100,000 founder shares to six advisors
at the same price as originally paid for such shares. Our sponsor also surrendered 618,750 founder shares to us for no consideration
due to the underwriter's exercise of the over-allotment option. The Class B ordinary shares will automatically convert into Class
A ordinary shares concurrently with or immediately following the consummation of our initial business combination, or earlier at the
option of the holder thereof, on a one-for-one basis, subject to adjustment. On December 2, 2021, we effected an ordinary share dividend
resulting in our sponsor receiving an additional 191,250 founders shares, in order to maintain the number of founder shares, on an as-converted
basis, at 20% of the total number of Class A ordinary shares and Class B ordinary shares outstanding at such time.

 Our
sponsor and Apollo purchased an aggregate of 9,225,000 private placement warrants, each exercisable to purchase one ordinary share at
$11.50 per share, subject to adjustment, at a price of $1.00 per warrant ($9,225,000 in the aggregate), in a private placement that closed
substantially concurrent with our IPO. Our sponsor purchased 9,125,000 private placement warrants and Apollo purchased 100,000 private
placement warrants. Each private placement warrant entitles the holder to purchase one ordinary share at $11.50 per share, subject to
adjustment. The private placement warrants (including the Class A ordinary shares issuable upon exercise of the private placement warrants)
may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after 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.

 In
the event that our sponsor deems it necessary in order to facilitate our initial business combination for the sponsor to forfeit, transfer,
exchange or amend the terms of all or any portion of the private placement warrants or to enter into any other arrangements with respect
to the private placement warrants (including, without limitation, a transfer of the sponsor's membership interests representing
an interest in the private placement warrants) to facilitate the consummation of such business combination, such change shall apply pro
rata to Apollo and our sponsor based on the relative number of private placement warrants held by each. By way of example, in the event
50% of the sponsor's private placement warrants are forfeited or transferred by the sponsor as part of such business combination,
Apollo shall forfeit or transfer 50% of its private placement warrants on substantially the same terms and conditions as the sponsor,
in which case the reduction shall equal 50% of the private placement warrants held by Apollo at such time.

 If
any of our founders, officers or directors becomes aware of a business combination opportunity which is suitable for an entity to which
he, she or it has then-current fiduciary or contractual obligations, then, subject to their fiduciary duties under Cayman Islands law,
he, she or it will need to honor such fiduciary or contractual obligations to present such business combination opportunity to such entity,
before we can pursue such opportunity.

 Other
than these fees, 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, 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 related to identifying,
investigating, negotiating and completing an initial business combination. 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.

 We
agreed to pay an affiliate of our sponsor $10,000 per month for office space, administrative and support services, and are accruing that
obligation.

 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 may, but are not obligated to, loan us funds as may
be required on a non-interest basis. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds
held in the Trust Account released to us. In the event that the initial business combination does not close, we may use a portion of
the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used
for such repayment. Up to $1,500,000 of such loans may be convertible into warrants of the post business combination entity at a price
of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants, including as to
exercise price, exercisability and exercise period. Except as set forth above, the terms of such loans, if any, have not been determined
and no written agreements exist with respect to such loans. Prior to the completion of our initial business combination, we do not expect
to seek loans from parties other than our sponsor or an affiliate of our sponsor 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.

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

 At
the closing of our initial business combination, we will issue and sell an additional 125,000 founder shares to Apollo subject to a reduction
in ownership (as described below). The purchase price for the founder shares in each case will be $0.0058 per share and our sponsor will
automatically forfeit to the company for cancellation, for $0.0058 per share, a number of founder shares equal to the number of founder
shares purchased by Apollo. However, if Apollo does not enter into a binding commitment to purchase an amount of Class A ordinary shares
with a value of at least $25,000,000 (or equivalent securities of the target of the business combination or the successor registrant
of the Company) in a private placement financing that will close concurrently with the closing of the initial business combination, the
number of founder shares that Apollo will be entitled to purchase at the closing of our initial business combination will be reduced
up to 125,000 founder shares on a pro rata basis. Additionally, if immediately following the closing of the initial business combination,
(i) Apollo owns less than 100% but more than 50% of the 9.99% of the Class A ordinary shares sold in our IPO, then Apollo will forfeit
its right to purchase up to 50,000 founder shares on a pro rata basis, or (ii) Apollo owns less than 50% of the 9.99% of the Class A
ordinary shares sold in our IPO, then Apollo will forfeit its right to purchase up to 75,000 founder shares in addition to the forfeiture
of 50,000 founder shares pursuant to (i) on a pro rata basis. In the event our sponsor deems it necessary in order to facilitate an initial
business combination for the sponsor to forfeit, transfer, exchange or amend the terms of all or any portion of the founder shares or
to enter into any other arrangements with respect to the founder shares (including, without limitation, a transfer of the sponsor's
membership interests representing an interest in any of the foregoing), such change in investment will apply pro rata to Apollo and our
sponsor based on the relative number of founder shares to be held by each, and, accordingly, Apollo will forfeit its right to purchase
up to 125,000 founder shares as necessary to facilitate the foregoing. In the event that a reduction of ownership in Apollo's founder
shares exceeds the 125,000 additional founder shares eligible for purchase by Apollo, effective on the closing of an initial business
combination, Apollo will forfeit to us, for reissuance to our sponsor, an amount of its additional founder shares previously purchased
equal to such excess, provided that Apollo will not be required to forfeit more than 125,000 of the additional founder shares purchased
(such that Apollo will in all circumstances be allowed to retain at least 50,000 founder shares).

 We
have agreed to reissue to our sponsor, at a price of $0.0058 per share, a number of founder shares equal to any founder shares or rights
to purchase founder shares forfeited by Apollo.

 In
the event that Apollo votes its public shares in favor of our initial business combination, a smaller portion of affirmative votes from
other public shareholders would be required to approve our initial business combination. However, because Apollo is not obligated to
continue owning any public shares, we cannot assure you that Apollo will be a shareholder at the time of our initial business combination.

 In
addition, the units (including the underlying public shares and warrants) Apollo may purchase will not be subject to any agreements restricting
their transfer.

 Refer
to Note 5 of our financial statements for more information regarding our related party transactions.

 Policy
for Approval of Related Party Transactions

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

will present to the audit committee each proposed related party transaction, including all relevant facts and circumstances relating
thereto. Under the policy, we may consummate related party transactions only if our audit committee approves or ratifies the transaction
in accordance with the guidelines set forth in the policy. The policy will not permit any director or executive officer to participate
in the discussion of, or decision concerning, a related person transaction in which he or she is the related party.

Independence

 Nasdaq
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
which in the opinion of the company's board of directors, would interfere with the director's exercise of independent judgment
in carrying out the responsibilities of a director. Our board of directors has determined that Norman Pearlstine, Joel Motley, Matt Goldberg
and Priscilla Han are "independent directors" as defined in the Nasdaq listing standards and applicable SEC rules. Our independent
directors will have regularly scheduled meetings at which only independent directors are present.

 Item 14. Principal Accountant Fees and Services.

 The
following is a summary of fees paid or to be paid to Marcum LLP, or Marcum, for services rendered in 2022 and 2023:

 Type of Fee

 Year Ended December 31, 2023

 Year Ended December 31, 2022

 Audit Fees

 91,110

 88,942

 Audit-Related Fees

 -

 -

 Tax Fees

 -

 -

 All Other Fees

 12,875

 -

 Pre-Approval
Policy

 Our
audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing
services, although any services rendered prior to the formation of our audit committee were approved by our board of directors. Since
the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services
and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis
exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of
the audit).

 PART
IV

 Item 15. Exhibits and Financial Statement Schedules.

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

 (1)
 Financial
Statements

 (2)
 Financial
Statements Schedules

 All
financial statement schedules are omitted because they are not applicable or the amounts are immaterial and not required, or the required
information is presented in the financial statements and notes thereto in is Item 15 of Part IV below.

 (3)
 Exhibits

 We
hereby file as part of this report the exhibits listed in the attached Exhibit Index. Copies of such material can be obtained on the
SEC website at www.sec.gov.

 EXHIBIT INDEX

 Exhibit

 Description

 1.1

 Underwriting Agreement, dated December 2, 2021, by and between the Registrant and Needham & Company LLC (incorporated by reference to Exhibit 1.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 8, 2021)

 3.4

 Amended and Restated Memorandum and Articles of Association (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 8, 2021)

 4.1

 Specimen Unit Certificate (incorporated by reference to Exhibit 4.1 to Registration Statement on Form S-1 filed with the Securities & Exchange Commission on November 19, 2021)

 4.2

 Specimen Ordinary Share Certificate (incorporated by reference to Exhibit 4.2 to Registration Statement on Form S-1 filed with the Securities & Exchange Commission on November 19, 2021)

 4.3

 Specimen Warrant Certificate (incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-1 filed with the Securities & Exchange Commission on November 19, 2021)

 4.4

 Warrant Agreement, dated December 2, 2021, among the Registrant and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 8, 2021)

 4.5*

 Description of Securities

 10.1

 Letter Agreement dated December 2, 2021, among the Registrant, Blue Ocean Sponsor LLC, Apollo SPAC Fund I, L.P., and the Registrant's officers and directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 8, 2021)

 10.3

 Investment Management Trust Agreement dated December 2, 2021, between the Registrant and Continental Stock Transfer & Trust Company, as trustee (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 8, 2021)

 10.4

 Registration Rights Agreement, dated December 2, 2021, among the Registrant, Blue Ocean Sponsor LLC and certain other security holders named therein (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 8, 2021)

 10.6

 Private Placement Warrants Purchase Agreement, dated December 2, 2021, between the Registrant and Blue Ocean Sponsor LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 8, 2021)

 10.7

 Form of Indemnity Agreement, dated December 2, 2021, between the Company and each officer and/or director (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K, filed with the Securities & Exchange Commission on December 8, 2021)

 EXHIBIT INDEX

 Exhibit

 Description

 10.8

 Securities
 Subscription Agreement, dated as of April 6, 2021, between the Registrant and Blue Ocean Sponsor LLC (incorporated by reference to
 Exhibit 10.8 to Registration Statement on Form S-1 filed with the Securities & Exchange Commission on November 9, 2021)

 10.9

 Securities
 Subscription Agreement, dated as of October 28, 2021, by and among the Registrant, Blue Ocean Sponsor LLC and Apollo SPAC Fund I,
 L.P. (incorporated by reference to Exhibit 10.9 to Registration Statement on Form S-1 filed with the Securities & Exchange Commission
 on November 9, 2021)

 10.10

 Administrative
 Support Agreement, dated December 2, 2021, between the Registrant and Blue Ocean Sponsor LLC (incorporated by reference to Exhibit
 10.5 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on December 8, 2021)

 10.11

 Amendment to Consulting Agreement between Blue Ocean Acquisition Corp and Richard Leggett, dated July 31, 2023 (incorporated by reference as exhibit 10.2 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 04, 2023)

 10.12

 Amendment to Consulting Agreement between Blue Ocean Acquisition Corp and Matt Lasov, dated July 31, 2023 (incorporated by reference as exhibit 10.3 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 04, 2023)

 10.13

 Amended and Restated Letter Agreement dated June 6, 2023, among the Registrant, Blue Ocean Sponsor LLC, Apollo SPAC Fund I, L.P., and the Registrant's officers and directors (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 6, 2023)

 14.1

 Form
 of Code of Ethics (incorporated by reference to Exhibit 14.1 to Registration Statement on Form S-1 filed with the Securities &
 Exchange Commission on November 19, 2021)

 31.1**

 Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

 31.2**

 Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.

 32.1**

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

 32.2**

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

 99.1

 Form
 of Audit Committee Charter (incorporated by reference to Exhibit 99.1 to Registration Statement on Form S-1 filed with the Securities
 & Exchange Commission on November 19, 2021)

 99.2

 Form
 of Compensation Committee Charter (incorporated by reference to Exhibit 99.2 to Registration Statement on Form S-1 filed with
 the Securities & Exchange Commission on November 19, 2021)

 97.1*

 Compensation Clawback Policy effective October 2, 2023, as adopted pursuant to Section 954 of the Dodd-Frank Act of 2010

 101.INS*

 101.SCH*

 Schema.

 101.CAL*

 Linkbase.

 101.LAB*

 Document.

 101.PRE*

 Linkbase Document.

 101.DEF*

 Linkbase Document.

 104*

 Cover Page Interactive

 *
 Filed
herewith

 **
 Furnished
Herewith

 Item 16. Form 10-K Summary.

 Not
applicable.

 BLUE

to Financial Statements

 Page

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

 Balance Sheets as Of December 31, 2023 and 2022

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

 Statements of Changes In Shareholders' Deficit for the twelve months ended December 31, 2023 and 2022

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

 Notes to Financial Statements

 F- 1

 Report
of Independent Registered Public Accounting Firm

(PCAOB ID #688)

 To the Shareholders and the Board of Directors of

 Blue Ocean Acquisition Corp.

 Opinion on the Financial Statements

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

 Explanatory Paragraph – Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company is
a Special Purpose Acquisition Corporation that was formed for the purpose of effecting a merger, share exchange, asset acquisition, share
purchase, reorganization or similar business combination with one or more businesses or entities on or before June 7, 2024 by depositing
into the Trust Account a specified amount for each of the one-month extensions through June 7, 2024. The Company entered into an agreement
and plan of merger with a business combination target on June 6, 2023; however, the completion of this transaction is subject to the approval
of the Company's stockholders among other conditions. There is no assurance that the Company will obtain the necessary approvals,
satisfy the required closing conditions, or raise the additional capital it needs to fund further business operations prior to June 7,
2024, if at all. The Company also has no approved plan in place to extend the business combination deadline and fund operations for any
period of time after June 7, 2024 in the event that it is unable to complete a business combination by that date. These matters raise
substantial doubt about the Company's ability to continue as a going concern. Management's plans with regard to these matters
are also described in Note 1. The financial statements do not include any adjustments that may be necessary should the Company be unable
to continue as a going concern.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We
are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

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

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

 /s/ Marcum llp

 Marcum llp

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

 New York, NY

 F- 2

 BLUE

 BALANCE
SHEETs

 2023

 2022

 Assets

 Current Assets:

 Cash

 $
 61,977

 $
 627,628

 Prepaid expenses and other assets

 66,214

 236,042

 Total current assets

 128,191

 863,670

 Non-current assets

 Cash held in trust account

 Total assets

 $
 67,342,936

 $
 197,089,953

 Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit

 Current Liabilities:

 Accounts payable and accrued expenses

 $
 2,857,214

 $
 576,727

 Accounts Payable - Related Party

 230,000

 110,000

 Promissory Note, Convertible - Related Party

 1,095,833

 -

 Promissory Note

 149,946

 -

 Total current liabilities

 4,332,993

 686,727

 Accrued offering costs, non-current

 806,823

 806,823

 Warrant liabilities

 374,250

 1,403,438

 Deferred underwriting fee payable

 6,641,250

 6,641,250

 Total liabilities

 12,155,316

 9,538,238

 Commitments

 Class A ordinary shares subject to possible redemption; 6,157,215 and 18,975,000 shares issued and outstanding at redemption value of $ 10.92 and $ 10.34 as of December 31, 2023 and December 31, 2022, respectively

 Shareholders' Deficit:

 Preferred shares, $ 0.0001 par value; 1,000,000 shares authorized; none outstanding

 -

 -

 Class A ordinary shares, $ 0.0001 par value; 200,000,000 shares authorized; no shares issued or outstanding (excluding 6,157,215 and 18,975,000 shares subject to possible redemption)

 -

 -

 Class B ordinary shares, $ 0.0001 par value; 20,000,000 shares authorized; 4,743,750 shares issued and outstanding at December 31, 2023 and 2022

 Additional paid-in capital

 -

 -

 Accumulated deficit

 ( 12,027,599
)

 ( 8,675,042
)

 Total shareholders' deficit

 ( 12,027,125
)

 ( 8,674,568
)

 Total Liabilities, Redeemable Ordinary Shares and Shareholders' Deficit

 $
 67,342,936

 $
 197,089,953

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

 F- 3

 BLUE

 STATEMENTs
OF OPERATIONS

 2023

2022

 General and administrative expenses

 $
 4,125,912

 $
 1,243,831

 Loss from operations

 ( 4,125,912
)

 ( 1,243,831
)

 Other Income (expense):

 Interest income on marketable securities held in Trust Account

 6,864,803

 854,167

 Unrealized gain on marketable securities held in Trust Account

 670,104

 1,822,183

 Gain on change in fair value of warrant liabilities

 1,029,188

 11,226,187

 Interest expense

 ( 15,833
)

 -

 Net income

 $
 4,422,350

 $
 12,658,706

 Weighted average shares outstanding of Class A redeemable ordinary shares

 14,866,285

 18,975,000

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

 $
 0.23

 $
 0.53

 Weighted average shares outstanding of Class B ordinary shares non-redeemable shares

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

 $
 0.23

 $
 0.53

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

 F- 4

 BLUE

 STATEMENT
OF CHANGES IN SHAREHOLDERS' DEFICIT

 FOR
THE TWELVE MONTHS ENDED DECEMBER 31, 2023

 Class B
 Ordinary shares

 Additional Paid in

 Accumulated

 Total Shareholders'

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance - December 31, 2022

 $

 $
 -

 $
 ( 8,675,042
)

 $
 ( 8,674,568
)

 Accretion of Class A ordinary shares to redemption value

 -

 -

 -

 ( 7,774,907
)

 ( 7,774,907
)

 Net Income

 -

 -

 -

 4,422,350

 4,422,350

 Balance - December 31, 2023

 $

 $
 -

 $
 ( 12,027,559
)

 $
 ( 12,027,125
)

 BLUE

 STATEMENT
OF CHANGES IN SHAREHOLDERS' DEFICIT

 FOR
THE TWELVE MONTHS ENDED DECEMBER 31, 2022

 Class B
 Ordinary shares

 Additional Paid in

 Accumulated

 Total Shareholders'

 Shares

 Amount

 Capital

 Deficit

 Deficit

 Balance - December 31, 2021

 $

 $
 -

 $
 ( 18,652,465
)

 $
 ( 18,651,991
)

 Accretion of Class A ordinary shares to redemption value

 -

 -

 -

 ( 2,681,283
)

 ( 2,681,283
)

 Net Income

 -

 -

 -

 12,658,706

 12,658,706

 Balance - December 31, 2022

 $

 $
 -

 $
 ( 8,675,042
)

 $
 ( 8,674,568
)

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

 F- 5

 BLUE

 STATEMENTS
OF CASH FLOWS

 2023

2022

 Cash Flow from Operating Activities:

 Net income

 $
 4,422,350

 $
 12,658,706

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

 Interest income on marketable securities held in Trust Account

 ( 6,864,803
)

 ( 854,167
)

 Unrealized gain on marketable securities held in Trust Account

 ( 670,104
)

 ( 1,822,183
)

 Gain on change in fair value of warrant liabilities

 ( 1,029,188
)

 ( 11,226,187
)

 Interest expense

 15,833

 -

 Changes in operating assets and liabilities:

 Prepaid expenses and other current assets

 169,828

 48,979

 Other assets, non-current

 -

 236,041

 Accounts payable and accrued expenses, current

 2,280,487

 436,874

 Accounts Payable - Related Party

 120,000

 110,000

 Net cash used in operating activities

 ( 1,555,597
)

 ( 411,937
)

 Cash flow from investing activities:

 Investment of cash in Trust Account

 ( 240,000
)

 -

 Investments withdrawn from Trust Account for redemptions

 136,786,445

 -

 Net cash provided by investing activities

 136,546,445

 -

 Cash flows from financing activities:

 Payment of offering costs

 -

 ( 11,105
)

 Proceeds from convertible promissory note payable

 1,080,000

 -

 Proceeds from promissory note payable

 149,946

 -

 Payment to Redeeming Shareholders

 ( 136,786,445
)

 -

 Net cash used in financing activities

 ( 135,556,499
)

 ( 11,105
)

 Net change in cash

 ( 565,651
)

 ( 423,042
)

 Cash at the beginning of the period

 627,628

 1,050,670

 Cash at the end of the period

 $
 61,977

 $
 627,628

 Supplemental Disclosure of Non-Cash Investing and Financing Activities:

 Deferred underwriting fee payable

 $

 $
 6,641,250

 Accretion of ordinary shares subject to redemption

 $
 7,774,907

 $
 2,681,283

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

 F- 6

 BLUE

 NOTES
TO FINANCIAL STATEMENTS

 NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

 Blue
Ocean Acquisition Corp (the "Company") is a blank check company incorporated in the Cayman Islands on March 26, 2021. The
Company was formed for the purpose of effectuating a merger, capital share exchange, asset acquisition, share purchase, reorganization
or other similar business combination with one or more businesses (the "Business Combination"). The Company is an early stage
and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth
companies.

 As
of December 31, 2023, the Company had not yet commenced any operations. All activity for the period March 26, 2021 (inception), through
December 31, 2023, relates to the Company's formation and the initial public offering (the "Public Offering") which
is described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination,
at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the Public
Offering. The Company has selected December 31 as its fiscal year end.

 The
registration statement for the Company's Public Offering was declared effective on December 6, 2021 (the "Effective Date").
On December 7, 2021, the Company consummated the Public Offering of 16,500,000 units (the "Units" and, with respect to the
shares of Class A ordinary shares included in the Units being offered, the "Public Shares"), generating gross proceeds of
$ 165,000,000 which is described in Note 3. Each Unit consists of one Class A ordinary share of the Company (the "Public Shares")
and one-half of one redeemable warrant (the "Public Warrants"). On December 9, 2021, the underwriters fully exercised the
over-allotment option and purchased 2,475,000 units (the "Over-Allotment Option Units") at a price of $ 10.00 per Over-Allotment
Option Unit, generating gross proceeds of $ 24,750,000.

 Simultaneously
with the closing of the Public Offering, the Company consummated the sale of 8,235,000 warrants (the "Private Placement Warrants")
at a price of $ 1.00 per Private Placement Warrant that closed in a private placement to Blue Ocean Sponsor LLC (the "Sponsor")
and Apollo SPAC Fund I, L.P. ("Apollo" or "Anchor Investor") simultaneously with the closing of the Public Offering
(see Note 4). On December 9, 2021, the Company consummated the sale of additional 990,000 Private Placement Warrants (the "Additional
Private Placement Warrants") with the Sponsor at a price of $ 1.00 per Private Placement Warrant, generating total proceeds of $ 990,000.

 Transaction
costs amounted to $ 12,517,335, consisting of $ 3,795,000 in cash underwriting fees, $ 6,641,250 of deferred underwriting fees, $ 1,248,100
of offering costs related to the fair value of the Founder Shares sold to Anchor Investor, and $ 832,985 of other offering costs.

 Following
the closing of the Public Offering, the sale of the Private Placement Warrants, the sale of the Over-Allotment Option Units and the sale
of the Additional Private Placement Shares, an amount of $ 193,545,000 ($ 10.20 per Public Unit) was placed in a trust account (the "Trust
Account"), located in the United States and will be invested only in U.S. government securities, within the meaning set forth in
Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), with a maturity of 185
days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting certain
conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business
Combination and (ii) the distribution of the funds held in the Trust Account, as described below.

 On
August 29, 2023, shareholders of the Company held an extraordinary general meeting of shareholders (the "Extraordinary General
Meeting") in lieu of the 2023 annual general meeting of the shareholders of the Company. At the Extraordinary General Meeting,
the Company's shareholders approved the proposal to amend the Company's Amended and Restated Memorandum and Articles of Association
to give the Company the right to extend the date by which it has to consummate a business combination from September 7, 2023 to June
7, 2024, by depositing into the Trust Account $ 60,000 for each of the nine subsequent one-month extensions. In connection therewith the
shareholders of record were provided the opportunity to exercise their redemption rights (the "Extension Amendment"). Holders
of 12,817,785 shares of Class A ordinary shareholders exercised their right to redemption at a per share redemption price of approximately
$ 10.67. On September 5, 2023, a total of $ 136,786,445 in redemption payments were made in connection with this redemption. Following
the redemption, the Company had a total of 6,157,215 shares of Class A ordinary shares outstanding.

 F- 7

 The
Company's management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and
the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward
consummating a Business Combination. NASDAQ rules provide that the Business Combination must be with one or more target businesses that
together have a fair market value equal to at least 80 % of the balance in the Trust Account (as defined below) (less any deferred underwriting
commissions and taxes payable on interest earned on the Trust Account) at the time of the signing a definitive agreement to enter a Business
Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50 % or more
of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to
be required to register as an investment company under the Investment Company Act of 1940, as amended (the "Investment Company
Act"). There is no assurance that the Company will be able to successfully effect a Business Combination. Upon the closing of the
Public Offering, management has agreed that $ 10.20 per Unit sold in the Public Offering, including the proceeds from the sale of the
Private Placement Warrants, will be held in a trust account (the "Trust Account") and may or may not be invested in U.S.
government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or
less, or in any open-ended investment company that holds itself out as a money market fund meeting the conditions of Rule 2a-7 of the
Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the
distribution of the funds in the Trust Account to the Company's shareholders, as described below.

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

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

 The
public shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially
$ 10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company
to pay its tax obligations). The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the
deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 7). There will be no redemption rights
upon the completion of a Business Combination with respect to the Company's warrants. These shares of Class A ordinary shares are
recorded at a redemption value and classified as temporary equity in accordance with Financial Accounting Standards Board ("FASB")
Accounting Standards Codification ("ASC") Topic 480 "Distinguishing Liabilities from Equity."

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

 The
Company's Sponsor and Apollo have agreed (a) to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased
during or after the Public Offering in favor of a Business Combination, (b) not to propose an amendment to the Company's Memorandum
and Articles of Association with respect to the Company's pre-Business Combination activities prior to the consummation of a Business
Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their Public Shares in conjunction
with any such amendment (c) not to redeem any shares (including the Founder Shares) into the right to receive cash from the Trust
Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection
with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions
of the Amended and Restated Memorandum and Articles of Association relating to shareholders' rights of pre-Business Combination
activity and (d) that the Founder Shares shall not participate in any liquidating distributions upon winding up if a Business Combination
is not consummated. However, the Sponsor and Apollo will be entitled to liquidating distributions from the Trust Account with respect
to any Public Shares purchased during or after the Public Offering if the Company fails to complete its Business Combination.

 F- 8

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

 The
underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company
does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds
held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is
possible that the per share value of the assets remaining available for distribution will be less than the Public Offering price per
Unit ($ 10.00).

 The
Sponsor and Apollo have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder
Shares and Private Placement Warrants it will receive if the Company fails to complete a Business Combination within the Combination
Period. However, if the Sponsor, Apollo or any of their respective affiliates acquire Public Shares, such Public Shares will be entitled
to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period.
The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in
the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be
included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event
of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the
Public Offering price per Unit ($ 10.00).

 In
order to protect the amounts held in the trust, the Sponsor has agreed that it will be liable to the Company if and to the extent any
claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company
has entered into a written letter of intent, confidentiality or similar agreement or Business Combination agreement, reduce the amount
of funds in the Trust Account to below the lesser of (i) $ 10.20 per Public Share and (ii) the actual amount per Public Share held in
the Trust Account as of the day of liquidation of the Trust Account, if less than $ 10.20 per share due to reductions in the value of
the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target
business who executed a waiver of any and all rights to monies held in the Trust Account (whether or not such waiver is enforceable)
nor will it apply to any claims under the Company's indemnity of the underwriter of Public Offering against certain liabilities,
including liabilities under the Securities Act of 1933, as amended (the "Securities Act"). However, the Company has not asked
the Sponsor to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsor has sufficient
funds to satisfy their indemnity obligations and believe that the Sponsor's only assets are securities of the Company. Therefore,
the Company cannot assure its shareholders that the Sponsor would be able to satisfy those obligations. None of the Company's officers
or directors will indemnify the Company for claims by third parties including, without limitation, claims by vendors and prospective
target businesses. The Company 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, prospective target businesses or other entities with which the Company
does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the
Trust Account.

 Business
Combination

 On
June 6, 2023, the Company entered into an agreement and plan of merger (the "Merger Agreement") with The News Lens Co., Ltd.,
a Cayman Islands exempted company ("TNL"), and TNL Mediagene, a Cayman Islands exempted company and wholly owned subsidiary
of TNL ("Merger Sub"). On the terms and subject to the conditions set forth in the Merger Agreement, the parties thereto
will enter into a business combination transaction pursuant to which, among other things, Merger Sub will merge with and into the Company,
with the Company surviving the Merger as a wholly owned subsidiary of TNL (the "Merger").

 F- 9

 At
the closing of the Transactions (the "Closing"), by virtue of the Merger, the outstanding shares and warrants will be canceled
and converted into the right to receive equivalent shares and warrants of TNL, and TNL is expected to be the publicly traded company
with its ordinary shares and warrants listed on The Nasdaq Stock Market LLC ("Nasdaq").

 Liquidity
and Capital Resources

 As
of December 31, 2023 and December 31, 2022, the Company had approximately $ 61,977, and $ 627,628 in its operating bank account, respectively.
At December 31, 2023 the Company had working capital deficit of $ 4,204,802, and positive working capital of $ 176,944
 as of December 31, 2022.

 The
Company's liquidity needs to date have been satisfied through a payment of $ 25,000 from the Sponsor to purchase the Founder Shares,
the loan from the Sponsor under the Note (as defined in Note 5), and the proceeds from the consummation of the Private Placement not
held in the Trust Account of $ 2.2 million. The Company repaid the Note in full on December 6, 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 5). As of December
31, 2023 and December 31, 2022, there were no amounts outstanding under any Working Capital Loans.

 Additionally,
on June 20, 2023, the Company entered into a Promissory Note (as defined in Note 5) with the Sponsor pursuant to which the Sponsor agreed
to loan the Company up to an aggregate principal amount of up to $ 1,500,000. The Promissory Note is payable on the earlier of the date
on which the Company consummates a Business Combination or June 7, 2024. Upon the consummation of the Business Combination, the Sponsor
will have the option, but not the obligation, to convert the entire principal balance of the Promissory Note, in whole or in part, into
private placement warrants of the post-business combination entity at a price of $ 1.00 per warrant. The terms of such private placement
warrants (if issued) will be identical to the terms of the private placement warrants issued by the Company in connection with the IPO.
The Promissory Note is subject to customary events of default, the occurrence of any of which automatically triggers the unpaid principal
and interest balance of the Promissory Note and all other sums payable with regard to the Sponsor Note becoming immediately due and payable.
As of December 31, 2023 the outstanding principal balance under the Note amounted to an aggregate of $ 1,080,000.

 On
August 3, 2023, the Company issued an unsecured promissory note to TNL with a principal amount equal to $ 400,000 (the "TNL Working
Capital Note"). The TNL Working Capital Note is a non-interest bearing, unsecured promissory note that will not be repaid in the
event that the Merger agreement is terminated prior to the Business Combination. The TNL Working Capital Note will be paid on the date
on which the Company consummates the transactions contemplated by the Merger Agreement. The TNL Working Capital Notes is subject to events
of default, the occurrence of any of which automatically triggers the unpaid principal and interest balance of the Promissory Note and
all other sums payable with regard to the Sponsor Note becoming immediately due and payable. As of December 31, 2023, the outstanding
principal balance under the Note amounted to an aggregate of $ 149,946.

 Based on the foregoing, management believes that the Company will have
insufficient working capital and borrowing capacity from the Sponsor or an affiliate of the Sponsor, or certain of the Company's
officers and directors to meet its needs through the earlier of the consummation of a Business Combination or one year from this filing.
Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective
initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting
the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

 In
connection with the Company's assessment of going concern considerations in accordance with the authoritative guidance in FASB
Accounting Standards Update ("ASU") 2014-15, "Disclosures of Uncertainties about an Entity's Ability to Continue
as a Going Concern." The Company has until June 7, 2024, to consummate a Business Combination. It is uncertain that the Company
will be able to consummate a Business Combination by that specified period. If a Business Combination is not consummated by June 7, 2024,
and the Company decides not to extend the period of time to consummate a Business Combination, there will be a mandatory liquidation
and subsequent dissolution.

 The
Company's evaluation of its liquidity condition and the date for mandatory liquidation and subsequent dissolution raise substantial
doubt about the Company's ability to continue as a going concern one year from the date that these financial statements are issued.
These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the
liabilities that might be necessary should the Company be unable to continue as a going concern.

 F- 10

 Risks
and Uncertainties

is currently evaluating the impact of the rising interest rates, inflation due to the Russia-Ukraine war and the conflict between Israel
and Palestine on the industry and has concluded the specific impact is not readily determinable as of the date of these financial statements.
The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Inflation
Reduction Act of 2022

 On
August 16, 2022, the Inflation Reduction Act of 2022 (the "IR Act") was signed into federal law. The IR Act provides for,
among other things, a U.S. federal 1 % excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain
U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. Because the Company may acquire
a domestic corporation or engage in a transaction in which a domestic corporation becomes our parent or our affiliate and our securities
trade on US stock exchange, the Company may become a "covered corporation" within the meaning of the IR Act. The excise tax
is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax
is generally 1 % of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating
the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair
market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department
of the Treasury (the "Treasury") has been given authority to provide regulations and other guidance to carry out and prevent
the abuse or avoidance of the excise tax.

 NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation

 The
accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America
("GAAP") and pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information or footnote
disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the
rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes
necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management,
the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are
necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

 Emerging
Growth Company

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

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

 F- 11

 Use
of Estimates

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

 Concentration
of Credit Risk

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

 Cash
Held in Trust Account

 During
the twelve months ended December 31, 2023 and December 31, 2022, substantially all the assets held in the Trust Account were held in
money market funds, which primarily invest in U.S. Treasury securities. On December 1, 2023, the substantially all of the assets held
in the Trust Account were deposited into an interest-bearing demand deposit account.

 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 $ 61,977 and $ 627,628 in cash held in its operating account as of December 31, 2023 and December 31, 2022, respectively.
The Company did not have any cash equivalents as of December 31, 2023 and December 31, 2022.

 Income
Taxes

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

 ASC
Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties
as of December 31, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant
payments, accruals or material deviation from its position.

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

 The
Company may be subject to potential examination by federal and state taxing authorities in the areas of income taxes. These potential
examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance
with federal and state tax laws. The Company has completed a nexus study and believes that it is appropriately filing tax returns in
which it has nexus.

 Fair
Value of Financial Instruments

 The
fair value of the Company's assets and liabilities, which qualify as financial instruments under FASB ASC 820, "Fair Value
Measurements and Disclosures," ("ASC 820") approximates the carrying amounts represented in the balance sheet, primarily
due to their short-term nature.

 F- 12

 Fair
Value Measurements

 The
Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each
reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

 The
fair value of the Company's financial assets and liabilities reflects management's estimate of amounts that the Company would
have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company
seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable
inputs (internal assumptions about how market participants would price assets and liabilities).

 The
following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used
in order to value the assets and liabilities:

 Level 1:

 Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

 Level 2:

 Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

 Level 3:

 Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

 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
Financial Instruments

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

 Warrant
Liabilities

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

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

 The
Company evaluated the Public Warrants (as defined in Note 7) and the Private Placement Warrants (collectively, the "Warrants")
in accordance with ASC 815, and concluded that a provision in the warrant agreement, dated December 2, 2021 (the "Warrant Agreement")
related to certain tender or exchange offers precludes the Warrants from being accounted for as components of equity. As the Warrants
meet the definition of a derivative as contemplated in ASC 815, the Warrants are recorded as derivative liabilities on the condensed
balance sheets and measured at fair value at inception (on the date of the IPO) and at each reporting date in accordance with ASC 820
with changes in fair value recognized in the condensed statement of operations in the period of change.

 F- 13

 Offering
Costs Associated with the Public Offering

 The
Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A - "Expenses of Offering",
and SEC Staff Accounting bulletin Topic 5T - "Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)". Offering
costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO.
Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of
equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. The Company incurred
offering costs amounting to $ 12,517,335 as a result of the IPO (consisting of $ 3,795,000 of underwriting fees, $ 6,641,250 of deferred
underwriting fees, $ 1,248,100 for the excess fair value of Founder Shares attributable to the Anchor Investor, and $ 832,985 of other
offering costs). The Company recorded $ 10,788,729 of offering costs as a reduction of equity in connection with the Class A ordinary
shares included in the Units. The Company immediately expensed $ 480,506 of offering costs in connection with the Public Warrants and
Private Placement Warrants that were classified as liabilities.

 Class
A 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 480. Ordinary
shares subject to mandatory redemption are classified as a liability instrument and are measured at fair value. Conditionally redeemable
ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject
to redemption upon the occurrence of uncertain events not solely within the Company's control) are classified as temporary equity.
At all other times, ordinary shares are classified as shareholders' equity. The Company's Class A ordinary shares feature
certain redemption rights that are considered to be outside of the Company's control and subject to occurrence of uncertain future
events. Accordingly, Class A ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders'
deficit section of the Company's balance sheet.

 As
of December 31, 2023 and December 31, 2022, the amount of Class A ordinary shares reflected on the balance sheet are reconciled in the
following table:

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

 $
 193,545,000

 Plus:

 Adjust carrying value to redemption value

 2,681,283

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

 $

 Plus:

 Adjust carrying value to redemption value

 7,774,907

 Less:

 Shares redeemed in September 2023

 ( 136,786,445
)

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

 $

 Net
Income Per Ordinary Share

 Basic
income per ordinary share is computed by dividing net income applicable to ordinary shareholders by the weighted average number of ordinary
shares outstanding during the period. Consistent with FASB 480, ordinary shares subject to possible redemption, as well as their pro
rata share of undistributed trust earnings consistent with the two-class method, have been excluded from the calculation of income per
ordinary share for the year ended December 31, 2023 and December 31, 2022. Such shares, if redeemed, only participate in their pro rata
share of trust earnings. Diluted income per share includes the incremental number of ordinary shares to be issued to settle warrants,
as calculated using the treasury method. For the year ended December 31, 2023 and December 31, 2022, the Company did not have any dilutive
warrants, securities or other contracts that could potentially, be exercised or converted into ordinary shares. As a result, diluted
income per ordinary share is the same as basic income per ordinary share for all periods presented.

 F- 14

 A
reconciliation of net income per ordinary share is as follows:

 For the twelve months ended

 December 31, 2023

 For the twelve months ended

 December 31, 2022

 Class A

 Class B

 Class A

 Class B

 EPS

 Numerator: Net Income

 Allocation of net income

 $
 3,352,565

 $
 1,069,785

 $
 10,126,965

 $
 2,531,741

 Denominator: Weighted Average share

 Basic and diluted weighted average ordinary shares outstanding

 14,866,285

 18,975,000

 Basic and diluted net income per ordinary share

 $
 0.23

 $
 0.23

 $
 0.53

 $
 0.53

 Stock
Compensation Expense

 The
Company accounts for stock-based compensation expense in accordance with ASC 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 and recognized over the requisite service period. To the extent a stock-based award is subject to a performance condition, the amount
of expense recorded in a given period, if any, reflects an assessment of the probability of achieving such performance condition, with
compensation recognized once the event is deemed probable to occur. Forfeitures are recognized as incurred. The Company has recognized
no stock-based compensation expense during the period from inception to December 31, 2023.

 Recently
Issued Accounting Standards

 In August 2020, the FASB issued Accounting Standards Update ("ASU")
2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity's Own
Equity (Subtopic 815-40) ("ASU 2020-06") to simplify accounting for certain financial instruments. ASU 2020-06 eliminates
the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies
the derivative scope exception guidance pertaining to equity classification of contracts in an entity's own equity. The new standard
also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity's
own equity. ASU 2020-06 amends the diluted earnings per share guidance, including the requirement to use the if-converted method for all
convertible instruments. As a smaller reporting company, ASU 2020-06 is effective January 1, 2024 and should be applied on a full or modified
retrospective basis, with early adoption permitted beginning on January 1, 2021.

 In
December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09
requires additional quantitative and qualitative income tax disclosures to enable financial statements users better assess how an entity's
operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows.
For public business entities, ASU 2023-09 is effective for annual periods beginning after December 15, 2024, which will be fiscal 2025
for us. The Company expects the adoption to result in disclosure changes only.

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

 NOTE
3. PUBLIC OFFERING

to the Public Offering, the Company sold 16,500,000 Units at $ 10.00 per Unit. On December 9, 2021, the underwriters fully exercised the
over-allotment option and purchased 2,475,000 Units at a price of $ 10.00 per Unit, generating gross proceeds of $ 24,750,000. Each Unit
consists of one Class A ordinary share, $ 0.0001 par value, and one-half of one redeemable warrant ("Public Warrant"). Each
whole Public Warrant entitles the holder to purchase one Class A ordinary share at an exercise price of $ 11.50 per whole share (see Note 7).

 F- 15

 An
Anchor Investor unaffiliated with any member of our management team purchased an aggregate of 1,895,602 of the Units sold in the Public
Offering. These Units purchased by Apollo in this offering are not be subject to any agreements restricting their transfer. Further,
Apollo purchased 175,000 founder shares at $ 0.0058 per share.

 The
Company considers the excess fair value of the Founder Shares issued to the Anchor Investor above the purchase price as offering costs
and will reduce the gross proceeds by this amount. The Company has valued the excess fair value over consideration of the founder shares
offered to the Anchor Investor at $ 1,248,100. The excess of the fair value over consideration of the Founder Shares was determined to
be an offering cost in accordance with Staff Accounting Bulletin Topic 5A and 5T and were allocated to shareholders' equity and
expenses upon the completion of the Public Offering.

 NOTE
4. PRIVATE PLACEMENT

 Simultaneously
with the closing of Public Offering, the Sponsor and Anchor Investor have agreed to purchase an aggregate of 8,235,000 Private Placement
Warrants at a price of $ 1.00 per warrant. On December 9, 2021, the Company consummated the sale of additional 990,000 Private Placement
Warrants with the Sponsor at a price of $ 1.00 per Private Placement Warrant, generating total proceeds of $ 990,000.

 Each
Private Placement Warrant is identical to the warrants offered in the Public Offering, except there is no redemption rights or liquidating
distributions from the trust account with respect to Private Placement Warrants, which will expire worthless if the Company does not
consummate a Business Combination within the Combination Period. A portion of the proceeds from the sale of the Private Placement Warrants
were added to the net proceeds from the Public Offering held in the Trust Account.

 NOTE
5. RELATED PARTY TRANSACTIONS

 Founder
Shares

 On March 26, 2021, the Company issued an aggregate of 4,312,500 shares
of Class B ordinary shares (the "Founder Shares") to the Sponsor for an aggregate purchase price of $ 25,000. On December 2,
2021, the Company effected a share capitalization of an additional 431,250 Class B ordinary shares, resulting in an aggregate of 4,743,750
Class B ordinary shares outstanding. All share and per-share amounts have been retroactively restated to reflect the share capitalization.
The Founder Shares include an aggregate of up to 618,750 shares subject to forfeiture by the Sponsor to the extent that the underwriter's
overallotment is not exercised in full or in part, so that the Sponsor will collectively own, on an as-converted basis, 20 % of the Company's
issued and outstanding shares after the Public Offering.

 The
Sponsor and Anchor Investor have agreed not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A)
 one year after the completion of a Business Combination or (B) subsequent to our initial business combination (x) if the last reported
sale price of our Class A ordinary shares equals or exceeds $ 12.00 per share (as adjusted for share sub-divisions, share dividends, rights
issuances, consolidations, reorganizations, recapitalizations and other similar transactions) for any 20 trading days within any 30 -trading
day period commencing at least 150 days after our initial business combination or (y) the date on which the Company completes 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.

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

 F- 16

 Promissory
Note-Related Party

 On
June 20, 2023, the Company issued an unsecured promissory note (the "Note") to the Sponsor for borrowings from time to time
of up to an aggregate of $ 1,500,000 which may be drawn by the Company to finance costs incurred in connection with a potential initial
business combination and for working capital purposes and/or to finance monthly deposits into the Trust Account for each public share
that is not redeemed in connection with the extension of the Company's termination date from September 7, 2023 to June 7, 2024.
The Note is interest bearing and is payable on the earlier of (i) June 7, 2024; (ii) the date on which the Company consummates a Business
Combination or (iii) the Company liquidates the Trust Account upon the failure to consummate an initial business combination within the
requisite time period. Upon consummation of the Company's initial business combination, the Note may be converted, at the Sponsor's
discretion, into private placement warrants at a price of $ 1.00 per warrant. The warrants will be identical to the Private Placement
Warrants. As of December 31, 2023 the outstanding principal balance under the Note amounted to an aggregate of $ 1,080,000.

 Related
Party Loans

 In
order to finance transaction costs in connection with a Business Combination, the Company's Sponsor, an affiliate of the Sponsor,
or the Company's officers and directors may, but are not obligated to, loan the Company funds as may be required (the "Working
Capital Loans"). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation
of a Business Combination, without interest, or, at the lender's discretion, up to $ 1,500,000 of notes may be converted upon consummation
of a Business Combination into warrants at a price of $ 1.00 per warrant. The warrants will be identical to the Private Placement Warrants.
In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to
repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. There are
no Working Capital Loans outstanding as of December 31, 2023 and December 31, 2022.

 Administrative
Support Agreement

 On
December 2, 2021, the Company entered into an Administrative Support Agreement pursuant to which the Company's initial business
combination or liquidation, the Company may reimburse an affiliate of the Sponsor up to an amount of $ 10,000 per month for office space
and secretarial and administrative support. As of December 31, 2023 and December 31, 2022, there have been $ 120,000 and $ 110,000 and
in charges, respectively, related to this agreement, $ 10,000 of which have been reimbursed.

 Consulting
Agreements

 The
Company and Mr. Leggett entered into a consulting agreement on October 11, 2022, as amended July 31, 2023 (the "Leggett Consulting
Agreement"). Mr. Leggett is entitled to $ 20,000 per month for certain services Mr. Leggett provides to the Company and its affiliates.
Mr. Leggett is further entitled to a success bonus of $ 250,000 to be paid within 10 business days of the close of the business combination,
subject to adjustment as described in the Leggett Consulting Agreement. The Company and Mr. Lasov entered into a consulting agreement
on November 22, 2022, as amended July 31, 2023 (the "Lasov Consulting Agreement"). Mr. Lasov is entitled to $ 32,500 per month
for certain services Mr. Lasov provides to the Company and its affiliates. Mr. Lasov is further entitled to a success bonus of $ 150,000
to be paid within 10 business days of the close of the business combination, subject to adjustment as described in the Lasov Consulting
Agreement.

 NOTE
6. COMMITMENTS AND CONTINGENCIES

 Registration
Rights

 The
holders of the Founder Shares, Private Placement Warrants and any warrants that may be issued upon conversion of the Working Capital
Loans (and in each case holders of their component securities, as applicable) are entitled to registration rights pursuant to a registration
rights agreement effective December 2, 2021, which requires the Company to register such securities for resale (in the case of the Founder
Shares, only after conversion to our Class A ordinary shares). The holders of the majority of these securities are entitled to make up
to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain "piggy-back"
registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination and rights
to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the
expenses incurred in connection with the filing of any such registration statements.

 Underwriter's
Agreement

 The
Company paid a cash underwriting discount of 2.00 % of the gross proceeds of the Public Offering, or $ 3,795,000 due to the exercise of
the over-allotment option in full. In addition, the underwriter will be entitled to a deferred fee of three and a half percent ( 3.50 %)
of the gross proceeds of the Public Offering, or $ 6,641,250. The deferred fee will become payable to the underwriter from the amounts
held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting
agreement. The underwriter has reimbursed the Company for $ 550,000 for offering expenses. The reimbursement of these costs has been accounted
for as a reduction to offering costs of the Public Offering.

 F- 17

 NOTE
7. WARRANTS

 The
Company accounted for the 18,712,500 warrants issued in connection with the Public Offering (the 9,487,500 Public Warrants and the 9,225,000
Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants
do not meet the criteria for equity treatment thereunder, each warrant much be recorded as a liability. Accordingly, the Company has
classified each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With
each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company's
statement of operations.

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

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

 The
Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a Business Combination,
it will use its best efforts to file with the SEC a registration statement registering the issuance, under the Securities Act, of the
Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to file with the SEC a registration
statement covering the shares of Class A ordinary shares issuable upon exercise of the warrants, to cause such registration statement
to become effective and to maintain a current prospectus relating to those shares of Class A ordinary shares until the warrants expire
or are redeemed, as specified in the warrant agreement. If a registration statement covering the shares of Class A ordinary shares issuable
upon exercise of the warrants is not effective by the 60 th business day after the closing of a Business Combination, warrant holders
may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain
an effective registration statement, exercise warrants on a "cashless basis" in accordance with Section 3(a)(9) of the Securities
Act or another exemption.

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

 in
 whole and not in part;

 at a price of $ 0.01 per Public Warrant;

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

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

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

 F- 18

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

 in
 whole and not in part;

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

 if, and only if, the Reference Value (as defined above under "Redemption of warrants when the price per Class A ordinary share equals or exceeds $ 18.00 ") equals or exceeds $ 10.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant); and

 if the Reference Value is less than $ 18.00 per share (as adjusted for adjustments to the number of shares issuable upon exercise or the exercise price of a warrant), the private placement warrants must also concurrently be called for redemption on the same terms as the outstanding public warrants, as described above.

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

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

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

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

 F- 19

 NOTE
8. SHAREHOLDERS' DEFICIT

 Preferred
Shares -The Company is authorized to issue 1,000,000 shares of $ 0.0001 par value preferred shares. On December 31, 2023, and December
31, 2022 there were no preferred shares issued or outstanding.

 Class
A Ordinary shares -The Company is authorized to issue up to 200,000,000 shares of Class A, $ 0.0001 par value ordinary shares.
Holders of the Company's ordinary shares are entitled to one vote for each share.

 Class
B Ordinary shares -The Company is authorized to issue up to 20,000,000 shares of Class B, $ 0.0001 par value ordinary shares. Holders
of the Company's ordinary shares are entitled to one vote for each share. On December 2, 2021, the Company effected a share capitalization
of an additional 431,250 Class B ordinary shares, resulting in an aggregate of 4,743,750 Class B ordinary shares outstanding. All share
and per-share amounts have been retroactively restated to reflect the share capitalization.

 Holders
of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote
of shareholders, except as required by law provided that only holders of Class B ordinary shares have the right to vote for the
election of directors prior to the Company's initial Business Combination.

 The
shares of Class B ordinary shares will automatically convert into Class A ordinary shares at the time of our initial business combination,
or earlier at the option of the holder, on a one-for-one basis, subject to adjustment for share sub-divisions, share dividends, rights
issuances, consolidations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In
the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts issued
in this offering and related to the closing of our initial business combination, the ratio at which the Class B ordinary shares will
convert into Class A ordinary shares will be adjusted (unless the holders of a majority of the issued and outstanding Class B ordinary
shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class
A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20 %
of the sum of all ordinary shares issued and outstanding upon the completion of this offering plus all Class A ordinary shares and equity-linked
securities issued or deemed issued in connection with our initial business combination, excluding any shares or equity-linked securities
issued, or to be issued, to any seller in our initial business combination. The term "equity-linked securities" refers to
any debt or equity securities that are convertible, exercisable or exchangeable for our Class A ordinary shares issued in a financing
transaction in connection with our initial business combination, including but not limited to a private placement of equity or debt.

to and concurrently with the Public Offering, the Company sold 18,975,000 Units. In connection
with Extraordinary General Meeting, the shareholders of record were provided the opportunity to exercise their redemption rights. Holders
of 12,817,785 shares of Class A ordinary shareholders exercised their right to redemption. Following the redemption, the Company
had a total of 6,157,215 shares of Class A ordinary shares outstanding.

 At
December 31, 2023 and December 31, 2022, there were no Class A ordinary shares issued and outstanding, excluding 6,157,215 and 18,975,000
Class A ordinary shares subject to possible redemption and 4,743,750 Class B ordinary shares issued and outstanding.

 F- 20

 NOTE
9. FAIR VALUE MEASUREMENTS

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

 2023

 Quoted Prices In Active Markets
 (Level 1)

 Significant Other Observable Inputs
 (Level 2)

 Significant Other Unobservable Inputs
 (Level 3)

 Assets:

 Cash held in Trust Account

 $

 $

 $
 -

 $
 -

 Liabilities:

 Warrant liabilities - Public Warrants

 $
 189,750

 $
 -

 $
 189,750

 $
 -

 Warrant liabilities - Private Placement Warrants

 $
 184,500

 $
 -

 $
 -

 $
 184,500

 2022

 Quoted Prices In Active Markets
 (Level 1)

 Significant Other Observable Inputs
 (Level 2)

 Significant Other Unobservable Inputs
 (Level 3)

 Assets:

 Marketable securities held in Trust Account

 $

 $

 $
 -

 $
 -

 Liabilities:

 Warrant liabilities - Public Warrants

 $
 711,563

 $
 -

 $
 711,563

 $
 -

 Warrant liabilities - Private Placement Warrants

 $
 691,875

 $
 -

 $
 -

 $
 691,875

 The
Warrants are accounted for as liabilities in accordance with ASC 815 and are presented within warrant liabilities on the balance sheets.
The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within
change in fair value of warrant liabilities in the statements of operations. Transfers to/from Levels 1, 2 and 3 are recognized at the
beginning of the reporting period in which a change in valuation technique or methodology occurs.

 The
Company established the initial fair value for the warrant liabilities on December 7, 2021, the date of the Company's Public Offering,
using a Binomial Lattice-based model for the Public Warrants, and a Black-Scholes option pricing model for the Private Placement Warrants.
The Private Placement Warrants and Public Warrants were classified as Level 3 at the initial measurement date due to the use of unobservable
inputs. The estimated fair value of Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement when the Public
Warrants were separately listed and traded in an active market in January 2022.

 As
of December 31, 2022, the estimated fair value of Public Warrants was transferred from a Level 1 measurement to a Level 2 measurement
when the Public Warrants were considered to no longer have an active market.

 The
Private Placement Warrants were valued using a Black-Scholes option pricing model, which is considered to be a Level 3 fair value measurement.
 The key inputs into the Black-Scholes option pricing model for the Private Placement Warrants were as follows as of December 31, 2023:

 2023

 2022

 Input

 Risk-free interest rate

 -

 -

 Expected term (years)

 4.78

 5.20

 Expected volatility

 -

 -

 Exercise price

 $
 11.50

 $
 11.50

 Fair value of Class A ordinary shares

 $
 10.78

 $
 10.28

 The
Company's use of both models required the use of subjective assumptions:

 The
 risk-free interest rate assumption was based on the U.S. Treasury Constant Maturity rate
 for the expected term of the warrants.

 F- 21

 The
 expected term was determined utilizing a probability weighted term input to be consistent
 with the stock price and volatility inputs which are reflective of the probability of successful
 merger.

 The
 expected volatility assumption was based on the implied volatility solved by calibrating
 the warrant value output from a Binomial Lattice based model to the publicly observed, traded
 price on each valuation date. An increase in the expected volatility, in isolation, would
 result in an increase in the fair value measurement of the warrant liabilities and vice versa.

 The
 fair value of one Class A ordinary share is inferred by solving to the publicly-traded stock
 price.

 Based
on the applied volatility assumption and the expected term to a business combination noted above, the Company determined that the risk-neutral
probability of exceeding the $ 18.00 redemption value by the start of the exercise period resulted in a nominal difference in value between
the Public Warrants and Private Placement Warrants across the valuation dates utilized in the Binomial Lattice-based model. Therefore,
the resulting valuations for the Private Placement Warrants and Public Warrants were determined to be within $ 0.01.

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

 Fair value as of January 1, 2022

 $
 12,629,625

 Transfer of Public Warrants to Level 3 measurement

 ( 6,356,625
)

 ( 3,228,750
)

 Fair value as of March 31, 2022

 $
 3,044,250

 ( 1,845,000
)

 Fair value as of June 30, 2022

 $
 1,199,250

 ( 184,500
)

 Fair value as of September 30, 2022

 $
 1,014,750

 ( 322,875
)

 Fair value as of December 31, 2022

 $
 691,875

 139,298

 Fair value as of March 31, 2023

 $
 831,173

 ( 433,575
)

 Fair value as of June 30, 2023

 $
 397,598

 119,925

 Fair value as of September 30, 2023

 $
 517,523

 ( 333,023
)

 Fair value as of December 31, 2023

 $
 184,500

 NOTE
10. SUBSEQUENT EVENTS

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

 In accordance with the Extension
Amendment on January 2, 2024 and February 2, 2024 and March 1, 2024 the Company deposited $ 60,000 into the Trust Account in order to effect
the additional one-month extensions, which has extended the deadline to April 7, 2024 to consummate the Business Combination.

 On
January 8, 2024 and February 6, 2024 the Company made additional draws of $ 100,000 and $ 110,000, respectively, on the Working Capital
Promissory Note. On January 8, 2024 and February 16, 2024 the Company made additional draws of $ 49,980 on the TNL Working Capital Note.
The funds will be used to finance working capital needs and to fund the required extension payments into the trust account.

 F- 22

 SIGNATURES

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

 Blue Ocean Acquisition Corp

 By:

 /s/ Richard Leggett

 Name: Richard Leggett

 Title: Chief Executive Officer

to the requirements of the Securities Act of 1933, this report has been signed by the following persons in the capacities and on the
dates indicated.

 Signature

 Title

 Date

 /s/
 Marcus Brauchli

 Marcus
 Brauchli

 Chairman

 /s/
 Richard Leggett

 Chief
 Executive Officer

 Richard
 Leggett

 (Principal
 Executive Officer)

 /s/
 Matt Lasov

 Chief
 Financial Officer

 Matt
 Lasov

 (Principal
 Financial and Accounting Officer)

 /s/
 Norman Pearlstine

 Norman
 Pearlstine

 /s/
 Joel Motley

 Joel
 Motley

 /s/
 Matt Goldberg

 Matt
 Goldberg

 /s/
 Priscilla Han

 Priscilla
 Han

 /s/
 Sean Glodek

 Sean
 Glodek

 0.23 0.53 0.23 0.53

 0.5

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