{"url_path":"/sec/dtsq/10-k/2026/item-1","section_key":"item-1","section_title":"Item 1 Business**","topic":"sec","document":{"doc_type":"10-K/A","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/2017950/0001493152-26-029131-index.html","accession_number":"0001493152-26-029131","cik":"0002017950","ticker":"DTSQ","issuer_name":"DT Cloud Star Acquisition Corp","edgar_url":"https://www.sec.gov/Archives/edgar/data/2017950/0001493152-26-029131-index.html","primary_entity_key":"0002017950","primary_entity_name":"DT Cloud Star Acquisition Corp"},"word_count":11372,"has_tables":true,"body_markdown":"**Item\n1. Business**\n\n \n\n**Overview**\n\n \n\nWe\nare a blank check company incorporated in the Cayman Islands on November 29, 2022 as an exempted company with limited liability. We were\nformed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or\nsimilar business combination with one or more businesses or entities, which we refer to as a “target business.”\n\n \n\nIn\nNovember 2022, March 2023 and January 2024, an aggregate of 1,725,000 initial shares were issued to our initial shareholders for an aggregate\npurchase price of $25,000, or approximately $0.014 per share.\n\n \n\nOn\nJuly 26, 2024, we consummated the initial public offering of 6,900,000 units, which includes the exercise in full by the underwriters\nof their over-allotment option to purchase up to an additional 900,000 units on July 25, 2024. Each unit consists of one ordinary share\nand one right. Each nine rights entitle the holder thereof to receive one ordinary share at the closing of a business combination. The\nunits were sold at an offering price of $10.00 per unit, generating gross proceeds of $69,000,000. Simultaneously with the closing of\nour initial public offering on July 26, 2024, we consummated the private placement with DT Cloud Star Management Limited, our sponsor,\nof 206,900 units at a price of $10.00 per private unit, generating total gross proceeds of $2,069,000. A total of $69,000,000 of the\nnet proceeds from our initial public offering were deposited in a trust account established for the benefit of our public shareholders,\nwith Wilmington Trust National Association acting as trustee.\n\n \n\nOur\nUnits started to be listed on The Nasdaq Global Market (the “Nasdaq”) and began trading under the ticker symbol “DTSQU”\non July 25, 2024. On September 12, 2024, we announced that the holders of the Units may elect to separately trade the underlying component\nsecurities of the Units commencing on September 16, 2024. Those Units not separated continue to trade on Nasdaq under the symbol “DTSQU,”\nand each of the Ordinary Shares and Rights that have been separated trade on Nasdaq under the symbols “DTSQ” and “DTSQR,”\nrespectively.\n\n \n\nOur\nefforts to identify a prospective target business will not be limited to a particular industry or geographic location. Our management\nteam is actively seeking out potential opportunities to pursue a business combination. Completion of an initial business combination\nis subject to, among other things, the negotiation and execution of a definitive agreement providing for the transaction, satisfaction\nof the closing conditions included therein and approval of the transaction by our shareholders. Accordingly, there can be no assurance\nthat a definitive agreement will be entered into or that the proposed transaction will be consummated in the near term. Nevertheless,\nwe are confident that we will be able to find a target business that will meet expectations. We intend to capitalize on the strengths\nand experiences of our management team to select, acquire and form a business combination that has a competitive advantage in their core\nbusiness and is positioned to bring in high returns and long-term sustainable growth.\n\n \n\n**Competitive\nStrengths**\n\n \n\nOur\nmanagement team is led by Mr. Sam Zheng Sun, our chairman and chief executive officer. Mr. Sun was a managing director of the private\nequity investment department of Affinity Equity Partners, a Hong Kong-headquartered firm that focuses on private equity investments across\nSouth Korea, Australia and New Zealand, Greater China and Southeast Asia between March 2021 and February 2023. Prior to that, Mr. Sun\nwas a partner at Sequoia Capital based in Beijing, where he focused on private equity investments, between October 2018 and April 2020.\nMr. Sun obtained his MBA degree from UCLA Anderson School of Management in 2007 and Bachelor’s degree in computer science and economics\nfrom University of Pittsburgh in 1997.\n\n \n\nOur\nmission is to maximize shareholder value by identifying an acquisition target with significant growth prospects. The breadth and depth\nof our management team’s experience empower us to adeptly identify, thoroughly assess, and strategically structure transactions\nto the advantage of all shareholders. Additionally, we are positioned to source deals through our sponsor or their affiliates, enhancing\nour capacity to realize our strategic objectives. We believe we have the following key competitive strengths.\n\n \n\n**Seasoned\nmanagement team with proven track record**\n\n \n\nLeveraging\nthe extensive experience of our management team, which comprises executives of different companies across multiple sectors and industries,\nwe have a distinct advantage in sourcing, evaluating and consummating an attractive transaction. We believe that our management’s\ntrack record of identifying and sourcing business combination targets positions us well to appropriately evaluate potential candidates\nand select the one that will be well received by the public markets.\n\n \n\n**Differentiated\naccess to deal sourcing and leading industry relationships**\n\n \n\nOur\ntarget identification and selection process will leverage the broad and deep relationship network of our management team, sponsor and\nother strategic and operating partners across corporate executives, founders, venture capitalists and private equity firms. We believe\nthat, through their broad range of industry contacts and deep industry insights, we are well-positioned to identify and access a differentiated\npipeline of high-quality business combination opportunities. We expect these sourcing capabilities will be further bolstered by our reputation\nand deep industry relationships.\n\n \n\n6\n\n \n\n \n\n**Strong\nunderstanding of the public and private markets**\n\n \n\nWe\nbelieve that the significant experience of our management team in capital markets and M&A transactions will greatly assist us in\nconsummating transactions at attractive valuations. Our ability to assess potential target companies at a high diligence standard increases\nthe likelihood that a company is suitable for public listing, together with our experienced judgement on how well a target company will\ntrade in the public markets, will be essential to our selection process and ability to create shareholder value.\n\n \n\n**Robust\nexecution and structuring capabilities**\n\n \n\nOur\ncombined expertise and reputation will allow us to source and complete transactions possessing structural attributes that create an attractive\ninvestment thesis. These types of transactions are typically complex and require creativity, industry knowledge and expertise, rigorous\ndue diligence, and extensive negotiations and documentation. We believe that by focusing our investment activities on these types of\ntransactions, we are able to generate investment opportunities that have attractive risk/reward profiles based on their valuations and\nstructural characteristics.\n\n \n\n**Acquisition\nStrategy and Investment Criteria**\n\n \n\nOur\nefforts to identify a prospective target business will not be limited to any particular industry or geographic region. Our acquisition\nstrategy is to:\n\n \n\n \n●\nleverage our management\nteam’s operational expertise, successful deal experience, and extensive knowledge in a broad sector horizon to effectively\nand efficiently seek acquisition opportunities and may pursue targets in, any industry or geography;\n\n \n \n \n\n \n●\nleverage the unique combination\nof proven deal execution capabilities, extensive relationship networks and professional investment track record of our sponsor and\nmanagement team’s extensive experience with listed companies, capital market transactions and investing in companies across\na wide range of sectors;\n\n \n \n \n\n \n●\nfocus our search for a\ntarget company that has compelling economics, potential for high recurring revenue, a defensible market position, and successful\nmanagement teams that are seeking access to the public capital markets;\n\n \n \n \n\n \n●\ngenerate attractive returns\nand create value for our shareholders by applying a disciplined strategy of identifying attractive investment opportunities that\ncould benefit from the addition of capital, management expertise and strategic insights;\n\n \n \n \n\n \n●\nidentify an opportunity\nwhere our management team’s expertise could effect a positive transformation of the existing business to improve the overall\nvalue propositions while maximizing shareholder value;\n\n \n \n \n\n \n●\nidentify companies that\nare underperforming their potential due to a temporary period of dislocation in the markets; and\n\n \n\n \n●\nsource initial business\ncombination opportunities through the extensive networks of our management team, sponsor and their affiliates, including seasoned\nexecutives and operators, private equity investors, lenders, attorneys and family offices, that we believe will provide our management\nteam with a robust flow of acquisition opportunities.\n\n \n\n7\n\n \n\n \n\nOur\nmanagement team has decades of combined experience setting and implementing strategies to grow revenues and improve profitability, including\ndeveloping growth initiatives, developing capital allocation strategies, reducing expenses to increase earnings or to redeploy capital\ninto more beneficial initiatives, pursuing add-on acquisitions and divestitures, engaging in capital markets and other financing or restructuring\nactivities, evaluating, changing or enhancing management when appropriate, and crafting other initiatives.\n\n \n\nTo\nexecute our business strategy, we intend to:\n\n \n\n \n●\nutilize\nour management team’s extensive network of company owners, management teams, financial intermediaries and others to identify\nappropriate candidates for a possible business combination;\n\n \n \n \n\n \n●\nconduct\nrigorous research and analysis of various industries and companies to identify promising potential targets;\n\n \n \n \n\n \n●\nconduct a rigorous\nand thorough due diligence review of one or more targets, including an analysis of overall industry and competitive conditions and\nof company specific information, meetings with incumbent management and employees, document reviews, interviews of customers and\nsuppliers, inspections of facilities, competitor analysis and reviews of operational, financial and business and other information,\namong others, in the evaluation process to ensure a high-quality potential target;\n\n \n \n \n\n \n●\nutilize our established\ndeal execution experiences to better understand the competing priorities among stakeholders and creatively structure transaction\nterms to reach a transaction agreement beneficial to all parties;\n\n \n \n \n\n \n●\nidentify under-exploited\nexpansion opportunities overlooked by other companies where complexity or urgency mask hidden value and complete a business combination\nat an attractive price in terms of intrinsic value and future potential;\n\n \n \n \n\n \n●\nimplement a business plan\nthat we believe will accelerate growth and provide the company with flexibility both financially and operationally; and\n\n \n \n \n\n \n●\nseek further strategic\nopportunities in the form of acquisitions, divestitures or other transactions in order to enhance shareholder value.\n\n \n\nConsistent\nwith our business strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating\ncandidates for our initial business combination. While we intend to use these criteria and guidelines in evaluating prospective businesses,\nwe may deviate from these criteria and guidelines should we consider it appropriate to do so.\n\n \n\n \n●\n*Established businesses\nwith long-term financial visibility.*We will seek to acquire a target that has already generated, or has the near-term potential\nto generate, strong and stable cash flow, with predictable and recurring revenue streams.\n\n \n \n \n\n \n●\n*Defensible market position.*We intend to seek target businesses with strong positions in an industry where they have disruptive or leading competitive technology,\ndistinctive brand equity and/or product competencies.\n\n \n \n \n\n \n●\n*Growth opportunities\nthrough capital investment*. We intend to seek candidates who may be at a point of achieving high growth and require additional\nexpertise or capital to help drive their further expansion.\n\n \n\n \n●\n*Talented and incentivized\nmanagement team with a proven track record*. We will focus on candidates with a strong and experienced management team that has\na proven track record of driving revenue growth, enhancing profitability and generating strong free cash flow. We will seek to partner\nwith a management team that is well-incentivized and aligned in an effort to create enduring shareholder value, with the ambition\nto take advantage of the improved liquidity and additional capital that can come from a successful U.S. public listing. We expect\nthat the operating and financial abilities of our management and board will help potential target companies to unlock opportunities\nfor future growth and enhanced profitability.\n\n \n\n8\n\n \n\n \n\n \n●\n*Benefit from being a\npublic company*. We intend to pursue a business combination with a company that we believe will benefit from being publicly traded\nand can effectively utilize the broader access to capital and public profile associated with being a public company. We expect that\nthe access to the public capital markets could allow such a target business to accelerate its growth, thereby enhancing its ability\nto pursue accretive acquisitions, high-return capital projects, and/or strengthen its balance sheet and recruit and retain key employees\nthrough the use of publicly-traded equity compensation.\n\n \n \n \n\n \n●\n*Benefit uniquely from\nour capabilities*. We will seek to acquire a business where the collective capabilities of our management and sponsor can be leveraged\nto tangibly improve the operations and market position of the target.\n\n \n \n \n\n \n●\n*Attractive risk-adjusted\nreturns*. We intend to acquire a target that we believe can offer attractive risk-adjusted returns on investments of our shareholders.\n\n \n\n**Status\nas a Public Company**\n\n \n\nWe\nbelieve our structure will make us an attractive business combination partner to prospective target businesses. As a publicly traded\ncompany, we will offer a target business an alternative to the traditional initial public offering. We believe that target businesses\nwill favor this alternative, which we believe is less expensive, while offering greater certainty of execution than a traditional initial\npublic offering. During an initial public offering, there are typically expenses incurred in marketing, which would be costlier than\na business combination with us. Furthermore, once a proposed business combination is approved by our shareholders (if applicable) and\nthe transaction is consummated, the target business will have effectively become public, whereas an initial public offering is always\nsubject to the underwriters’ ability to complete the offering, as well as general market conditions that could prevent the offering\nfrom occurring. Once public, we believe the target business would have greater access to capital and additional means of creating management\nincentives that are better aligned with shareholders’ interests than it would as a private company. It can offer further benefits\nby augmenting a company’s profile among potential new customers and vendors and aid in attracting talented management.\n\n \n\n**Strong\nFinancial Position and Flexibility**\n\n \n\nWith\nthe funds held in our trust account, we offer a target business a variety of options such as creating a liquidity event for its owners,\nproviding capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio.\nBecause we are able to complete our initial business combination using our cash, debt or equity securities, or a combination of the foregoing,\nwe have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target\nbusiness to fit its needs and desires. However, we have not taken any steps to secure third-party financing, and there can be no assurance\nit will be available to us.\n\n \n\n**Effecting\nOur Initial Business Combination**\n\n \n\n**General**\n\n \n\nWe\nare not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following\nour initial public offering. We intend to utilize cash derived from the proceeds of our initial public offering and the private placement\nof private units, our share capital, debt or a combination of these in effecting a business combination. Although substantially all of\nthe net proceeds of our initial public offering and the private placement of private units are intended to be applied generally toward\neffecting a business combination as described in this Report, the proceeds are not otherwise being designated for any more specific purposes.\nAccordingly, investors in our initial public offering are investing without first having an opportunity to evaluate the specific merits\nor risks of any one or more business combinations. A business combination may involve the acquisition of, or merger with, a company which\ndoes not need substantial additional capital but which desires to establish a public trading market for its shares, while avoiding what\nit may deem to be adverse consequences of undertaking a public offering itself. These include time delays, significant expense, loss\nof voting control and compliance with various U.S. Federal and state securities laws. In the alternative, we may seek to consummate a\nbusiness combination with a company that may be in its early stages of development or growth. While we may seek to effect simultaneous\nbusiness combinations with more than one target business, we will probably have the ability, as a result of our limited resources, to\neffect only a single business combination.\n\n \n\n9\n\n \n\n \n\n**We\nare actively seeking out a target business**\n\n \n\nOur\nefforts to identify a prospective target business will not be limited to a particular industry or geographic location. Our management\nteam is actively seeking out potential opportunities to pursue a business combination. Completion of an initial business combination\nis subject to, among other things, the negotiation and execution of a definitive agreement providing for the transaction, satisfaction\nof the closing conditions included therein and approval of the transaction by our shareholders. Accordingly, there can be no assurance\nthat a definitive agreement will be entered into or that the proposed transaction will be consummated in the near term. Nevertheless,\nwe are confident that we will be able to find a target business that will meet expectations. We intend to capitalize on the strengths\nand experiences of our management team to select, acquire and form a business combination that has a competitive advantage in their core\nbusiness and is positioned to bring in high returns and long-term sustainable growth.\n\n \n\nSubject\nto the limitations that a target business have a fair market value of at least 80% of the balance in the trust account (excluding any\ndeferred underwriting discounts and commissions and taxes payable on the income earned on the trust account) at the time of the execution\nof a definitive agreement for our initial business combination, as described below in more detail, we will have virtually unrestricted\nflexibility in identifying and selecting a prospective acquisition candidate. We have not established any other specific attributes or\ncriteria (financial or otherwise) for prospective target businesses. Accordingly, there is no basis for investors in our initial public\noffering to evaluate the possible merits or risks of the target business with which we may ultimately complete a business combination.\nTo the extent we effect a business combination with a company or an entity in its early stage of development or growth, including entities\nwithout established records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of early\nstage or potential emerging growth companies. Although our management will endeavor to evaluate the risks inherent in a particular target\nbusiness, we cannot assure you that we will properly ascertain or assess all significant risk factors.\n\n \n\nOn February 2, 2026, we entered\ninto a Business Combination Agreement (the “BCA”) with DTSQ Purchaser Inc., a Delaware corporation and our wholly owned subsidiary\n(“Purchaser”), DTSQ Merger Sub Inc., a Delaware corporation and our wholly owned subsidiary (“Merger Sub”), and\nPrimeGen US, Inc., a Delaware corporation (the “Target”). Pursuant to the BCA, subject to the terms and conditions set forth\ntherein, at the closing of the transactions contemplated by the BCA (the “Closing”), (i) we shall merge with and into the\nPurchaser (the “Redomestication Merger”), with Purchaser surviving the Redomestication Merger; and (ii) at least one business\nday subsequent to the consummation of the Redomestication Merger, Merger Sub shall merge with and into the Company (the “Acquisition\nMerger” and together with the Redomestication Merger, the “Mergers”), with the Target surviving the Acquisition Merger\n(the “Surviving Corporation”). As of the date of issuance of these financial statements, the business combination contemplated\nby the BCA has not been consummated.\n\n \n\nPursuant to the\nBCA, (a) at the effective time of Redomestication Merger (the “Redomestication Merger Effective Time”), (i) all the issued\nand outstanding units of DT Cloud Star (the “Parent Units”) immediately prior to the Redomestication Merger Effective Time\nwill separate into their individual components of the ordinary share of DT Cloud Star (the “Parent Ordinary Share”) and the\nrights of DT Cloud Star (the “Parent Rights”) and will cease separate existence and trading, and (ii) each issued and outstanding\nParent Right immediately prior to the Redomestication Merger Effective Time shall be converted into one right of the Purchaser to receive\none-ninth (1/9) of one share of Class A common stock of the Purchaser (the “Purchaser Class A Common Stock”); (b) at the\nRedomestication Merger Effective Time, each issued and outstanding Parent Ordinary Share, other than certain excluded shares and dissenting\nshares, immediately prior to the Redomestication Merger Effective Time shall be converted automatically into one share of Purchaser Class\nA Common Stock; and (c) at the Redomestication Merger Effective Time, Purchaser shall issue warrants to purchase a total of an additional\n1,931,900 shares of Purchaser Class A Common Stock (the “Non-Redemption Warrants”) to (x) those DT Cloud Star public shareholders\nwhich, as of a time immediately prior to the Redomestication Merger Effective Time, have not tendered their Parent Ordinary Shares in\nthe redemption and (y) all other holders of Parent Ordinary Shares immediately prior to the Redomestication Merger (including, without\nlimitation, the sponsor, other insiders and holders of other Parent Ordinary Shares that are not public Parent Ordinary Shares) (each,\nan “Eligible Warrant Recipient”).\n\n \n\nAt the effective\ntime of the Acquisition Merger (the “Acquisition Merger Effective Time”), Purchaser will issue to Company stockholders an\naggregate number of Purchaser Class A Common Stock valued at the “Purchase Price,” calculated as (a) $1,489,800,000 *less* (b)\nadjustments for outstanding Company warrants (the “Company Warrant”) and Company stock options (the “Company Stock\nOption”) *based on* the redemption price *less* applicable exercise prices. Each share of Purchaser common\nstock (the “Purchaser Common Stock”) is valued at the redemption price. Each Company stockholder will receive its pro rata\nshare of this “Merger Consideration,” with holders of Company Class A Common Stock (the “Company Class A Common Stock”)\nreceiving Purchaser Class A Common Stock and holders of Company Class B common stock (the “Company Class B Common Stock”)\nreceiving Purchaser Class B common stock (the “Purchaser Class B Common Stock”).\n\n \n\n**Sources\nof target businesses**\n\n \n\nWe\nanticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers,\nventure capital funds, private equity funds, leveraged buyout funds, management buyout funds and other members of the financial community.\nTarget businesses may be brought to our attention by such unaffiliated sources as a result of being solicited by us through calls or\nmailings which will not commence until after the completion of our initial public offering. These sources may also introduce us to target\nbusinesses they think we may be interested in on an unsolicited basis, since many of these sources will have read this Report and know\nwhat types of businesses we are targeting. Our officers and directors, as well as their respective affiliates, may also bring to our\nattention target business candidates that they become aware of through their business contacts as a result of formal or informal inquiries\nor discussions they may have, as well as attending trade shows or conventions. While we do not presently anticipate engaging the services\nof professional firms or other individuals that specialize in business acquisitions on any formal basis, we may engage these firms or\nother individuals in the future, in which event we may pay a finder’s fee, consulting fee or other compensation to be determined\nin an arm’s length negotiation based on the terms of the transaction. In no event, however, will any of our existing officers,\ndirectors, special advisors or initial shareholders, or any entity with which they are affiliated, be paid any finder’s fee, consulting\nfee or other compensation prior to, or for any services they render in order to effectuate, the consummation of a business combination\n(regardless of the type of transaction). If we decide to enter into a business combination with a target business that is affiliated\nwith our officers, directors or initial shareholders, we will do so only if we have obtained an opinion from an independent investment\nbanking firm that the business combination is fair to our unaffiliated shareholders from a financial point of view.\n\n \n\nOn\nFebruary 2, 2026, we entered into a Business Combination Agreement (the “BCA”) with DTSQ Purchaser Inc., a Delaware\ncorporation and our wholly owned subsidiary (“Purchaser”), DTSQ Merger Sub Inc., a Delaware corporation and our wholly owned\nsubsidiary (“Merger Sub”), and PrimeGen US, Inc., a Delaware corporation (the “Target”). Pursuant to the BCA,\nsubject to the terms and conditions set forth therein, at the closing of the transactions contemplated by the BCA (the “Closing”),\n(i) we shall merge with and into the Purchaser (the “Redomestication Merger”), with Purchaser surviving the Redomestication\nMerger; and (ii) at least one business day subsequent to the consummation of the Redomestication Merger, Merger Sub shall merge with and\ninto the Company (the “Acquisition Merger” and together with the Redomestication Merger, the “Mergers”), with\nthe Target surviving the Acquisition Merger (the “Surviving Corporation”). As of the date of issuance of these financial statements,\nthe business combination contemplated by the BCA has not been consummated.\n\n \n\nPursuant to the\nBCA, (a) at the effective time of Redomestication Merger (the “Redomestication Merger Effective Time”), (i) all the issued\nand outstanding units of DT Cloud Star (the “Parent Units”) immediately prior to the Redomestication Merger Effective Time\nwill separate into their individual components of the ordinary share of DT Cloud Star (the “Parent Ordinary Share”) and the\nrights of DT Cloud Star (the “Parent Rights”) and will cease separate existence and trading, and (ii) each issued and outstanding\nParent Right immediately prior to the Redomestication Merger Effective Time shall be converted into one right of the Purchaser to receive\none-ninth (1/9) of one share of Class A common stock of the Purchaser (the “Purchaser Class A Common Stock”); (b) at the\nRedomestication Merger Effective Time, each issued and outstanding Parent Ordinary Share, other than certain excluded shares and dissenting\nshares, immediately prior to the Redomestication Merger Effective Time shall be converted automatically into one share of Purchaser Class\nA Common Stock; and (c) at the Redomestication Merger Effective Time, Purchaser shall issue warrants to purchase a total of an additional\n1,931,900 shares of Purchaser Class A Common Stock (the “Non-Redemption Warrants”) to (x) those DT Cloud Star public shareholders\nwhich, as of a time immediately prior to the Redomestication Merger Effective Time, have not tendered their Parent Ordinary Shares in\nthe redemption and (y) all other holders of Parent Ordinary Shares immediately prior to the Redomestication Merger (including, without\nlimitation, the sponsor, other insiders and holders of other Parent Ordinary Shares that are not public Parent Ordinary Shares) (each,\nan “Eligible Warrant Recipient”).\n\n \n\nAt the effective time of the Acquisition\nMerger (the “Acquisition Merger Effective Time”), Purchaser will issue to Company stockholders an aggregate number of Purchaser\nClass A Common Stock valued at the “Purchase Price,” calculated as (a) $1,489,800,000 *less* (b) adjustments\nfor outstanding Company warrants (the “Company Warrant”) and Company stock options (the “Company Stock Option”) *based\non* the redemption price *less* applicable exercise prices. Each share of Purchaser common stock (the “Purchaser\nCommon Stock”) is valued at the redemption price. Each Company stockholder will receive its pro rata share of this “Merger\nConsideration,” with holders of Company Class A Common Stock (the “Company Class A Common Stock”) receiving Purchaser\nClass A Common Stock and holders of Company Class B common stock (the “Company Class B Common Stock”) receiving Purchaser\nClass B common stock (the “Purchaser Class B Common Stock”).\n\n \n\n10\n\n \n\n \n\n**Selection\nof a target business and structuring of a business combination**\n\n \n\nSubject\nto the limitations that a target business have a fair market value of at least 80% of the balance in the trust account (excluding any\ndeferred underwriting discounts and commissions and taxes payable on the income earned on the trust account) at the time of the execution\nof a definitive agreement for our initial business combination, as described below in more detail, our management will have virtually\nunrestricted flexibility in identifying and selecting a prospective target business. We have not established any other specific attributes\nor criteria (financial or otherwise) for prospective target businesses.\n\n \n\nWe\nbelieve such factors will be important in evaluating prospective target businesses, regardless of the location or industry in which such\ntarget business operates. However, this list is not intended to be exhaustive. Furthermore, we may decide to enter into a business combination\nwith a target business that does not meet these criteria and guidelines.\n\n \n\nAny\nevaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors as\nwell as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective.\nIn evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things,\nmeetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available\nto us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although\nwe have no current intention to engage any such third parties.\n\n \n\nThe\ntime and costs required to select and evaluate a target business and to structure and complete the business combination cannot presently\nbe ascertained with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target\nbusiness with which a business combination is not ultimately completed will result in a loss to us and reduce the amount of capital available\nto otherwise complete a business combination.\n\n \n\n**Fair\nmarket value of target business**\n\n \n\nPursuant\nto the Nasdaq listing rules, the target business or businesses that we acquire must collectively have a fair market value equal to at\nleast 80% of the balance of the funds in the trust account (excluding any deferred underwriting discounts and commissions and taxes payable\non the income earned on the trust account) at the time of the execution of a definitive agreement for our initial business combination,\nalthough we may acquire a target business whose fair market value significantly exceeds 80% of the trust account balance. We currently\nanticipate structuring a business combination to acquire 100% of the equity interests or assets of the target business or businesses.\nWe may, however, structure a business combination where we merge directly with the target business or where we acquire less than 100%\nof such interests or assets of the target business in order to meet certain objectives of the target management team or shareholders\nor for other reasons, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more\nof the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to\nbe required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires\n50% or more of the voting securities of the target, our shareholders prior to the business combination may collectively own a minority\ninterest in the post-transaction company, depending on valuations ascribed to the target and us in the business combination transaction.\nFor example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding\ncapital of a target. In this case, we could acquire a 100% controlling interest in the target. However, as a result of the issuance of\na substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority\nof our issued and outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets\nof a target business or businesses are owned or acquired by the post-transaction company, only the portion of such business or businesses\nthat is owned or acquired is what will be valued for purposes of the 80% of net assets test, assuming that we obtain and maintain a listing\nfor our securities on Nasdaq. In order to consummate such an acquisition, we may issue a significant amount of our debt or equity securities\nto the sellers of such businesses and/or seek to raise additional funds through a private offering of debt or equity securities. As of\nthe date of this Report, we have not entered into any such fund-raising arrangement and have no current intention of doing so.\n\n \n\n11\n\n \n\n \n\nThe\nfair market value of the target business will be determined by our board of directors based upon one or more standards generally accepted\nby the financial community (such as actual and potential sales, earnings, cash flow and/or book value). If our board is not able to independently\ndetermine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment\nbanking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to\nacquire, with respect to the satisfaction of such criteria. We will not be required to obtain an opinion from an independent investment\nbanking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to\nacquire, as to the fair market value if our board of directors independently determines that the target business complies with the 80%\nthreshold.\n\n \n\nWe\nwill not be required to comply with the 80% fair market value requirement if we are delisted from Nasdaq. If Nasdaq delists our securities\nfrom trading on its exchange after our initial public offering, we would not be required to satisfy the fair market value requirement\ndescribed above and could complete a business combination with a target business having a fair market value substantially below 80% of\nthe balance in the trust account.\n\n \n\n**Lack\nof business diversification**\n\n \n\nOur\nbusiness combination must be with a target business or businesses that collectively satisfy the minimum valuation standard at the time\nof such acquisition, as discussed above, although this process may entail the simultaneous acquisitions of several operating businesses\nat the same time. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance\nof a single business. Unlike other entities which may have the resources to complete several business combinations of entities operating\nin multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations\nor benefit from the possible spreading of risks or offsetting of losses. By consummating a business combination with only a single entity,\nour lack of diversification may:\n\n \n\n \n●\nsubject us to numerous\neconomic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular\nindustry in which we may operate subsequent to a business combination; and\n\n \n \n \n\n \n●\nresult in our dependency\nupon the performance of a single operating business or the development or market acceptance of a single or limited number of products,\nprocesses or services.\n\n \n\nIf\nwe determine to simultaneously acquire several businesses and such businesses are owned by different sellers, we will need for each of\nsuch sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other acquisitions, which may\nmake it more difficult for us, and delay our ability, to complete the business combination. With multiple acquisitions, we could also\nface additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations\n(if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or\nproducts of the acquired companies in a single operating business.\n\n \n\n**Limited\nability to evaluate the target business’ management**\n\n \n\nAlthough\nwe intend to scrutinize the management of a prospective target business when evaluating the desirability of effecting a business combination,\nwe cannot assure you that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure\nyou that the future management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the\nfuture role of our officers and directors, if any, in the target business following a business combination cannot presently be stated\nwith any certainty. While it is possible that some of our key personnel will remain associated in senior management or advisory positions\nwith us following a business combination, it is unlikely that they will devote their full-time efforts to our affairs subsequent to a\nbusiness combination. Moreover, they would only be able to remain with the company after the consummation of a business combination if\nthey are able to negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take\nplace simultaneously with the negotiation of the business combination and could provide for them to receive compensation in the form\nof cash payments and/or our securities for services they would render to the company after the consummation of the business combination.\nWhile the personal and financial interests of our key personnel may influence their motivation in identifying and selecting a target\nbusiness, their ability to remain with the company after the consummation of a business combination will not be the determining factor\nin our decision as to whether or not we will proceed with any potential business combination. Additionally, our officers and directors\nmay not have significant experience or knowledge relating to the operations of the particular target business.\n\n \n\nFollowing\na business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We\ncannot assure you that we will have the ability to recruit additional managers, or that any such additional managers we do recruit will\nhave the requisite skills, knowledge or experience necessary to enhance the incumbent management.\n\n \n\n12\n\n \n\n \n\n**Shareholders\nmay not have the ability to approve an initial business combination**\n\n \n\nIn\nconnection with any proposed business combination, we will either (1) seek shareholder approval of our initial business combination at\na meeting called for such purpose at which public shareholders may seek to convert their public shares, regardless of whether they vote\nfor or against the proposed business combination, into their *pro rata* share of the aggregate amount then on deposit in the trust\naccount (net of taxes payable) or (2) provide our public shareholders with the opportunity to sell their public shares to us by means\nof a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their *pro rata* share of the aggregate\namount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. Notwithstanding\nthe foregoing, our initial shareholders have agreed, pursuant to written letter agreements with us, not to convert any public shares\nheld by them into their *pro rata* share of the aggregate amount then on deposit in the trust account. If we determine to engage\nin a tender offer, such tender offer will be structured so that each shareholder may tender any or all of his, her or its public shares\nrather than some *pro rata* portion of his, her or its shares. The decision as to whether we will seek shareholder approval of a\nproposed business combination or will allow shareholders to sell their shares to us in a tender offer will be made by us based on a variety\nof factors such as the timing of the transaction, or whether the terms of the transaction would otherwise require us to seek shareholder\napproval. If we so choose and we are legally permitted to do so, we have the flexibility to avoid a shareholder vote and allow our shareholders\nto sell their shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act which regulate issuer tender offers. In that case,\nwe will file tender offer documents with the SEC which will contain substantially the same financial and other information about the\ninitial business combination as is required under the SEC’s proxy rules.\n\n \n\nOur\ninitial shareholders and our officers and directors have agreed (1) to vote any ordinary shares owned by them in favor of any\nproposed business combination, (2) not to convert any ordinary shares in connection with a shareholder vote to approve a proposed\ninitial business combination and (3) not sell any ordinary shares in any tender in connection with a proposed initial business\ncombination. The holders of the representative shares also have agreed, among other things, to vote their representative shares in\nfavor of any proposed business combination. As a result, if we sought shareholder approval of a proposed transaction, we would not\nrequire any additional votes from public shareholders in favor of the transaction in order to have such transaction\napproved (assuming that all issued and outstanding shares are voted and that the insiders do not purchase any units or shares in the\nafter-market).\n\n \n\nNone\nof our officers, directors, initial shareholders or their affiliates has indicated any intention to purchase units or ordinary shares\nin our initial public offering or\nfrom persons in the open market or in private transactions (other than the private units). However, if we hold a meeting to approve a\nproposed business combination and a significant number of shareholders vote, or indicate an intention to vote, against such proposed\nbusiness combination, our officers, directors, initial shareholders or their affiliates could make such purchases in the open market\nor in private transactions in order to influence the vote. Notwithstanding the foregoing, our officers, directors, initial shareholders\nand their affiliates will not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 promulgated\nunder the Exchange Act, which are rules designed to stop potential manipulation of a company’s share. In addition, our officers,\ndirectors, initial shareholders and their affiliates would structure such purchases to be in compliance with the requirements of Rule\n14e-5 under the Exchange Act, including, in pertinent part, through adherence to the following:\n\n \n\n \n●\nour registration statement/proxy\nstatement filed for our business combination transaction would disclose the possibility that our sponsor, directors, officers, advisors\nor their affiliates may purchase shares from public shareholders outside the redemption process, along with the purpose of such purchases;\n\n \n\n13\n\n \n\n \n\n \n●\nif our sponsor, directors,\nofficers, advisors or their affiliates were to purchase shares from public shareholders, they would do so at a price no higher than\nthe price offered through our redemption process;\n\n \n \n \n\n \n●\nour registration statement/proxy\nstatement filed for our business combination transaction would include a representation that any of our securities purchased by our\nsponsor, directors, officers, advisors or their affiliates would not be voted in favor of approving the business combination transaction;\n\n \n \n \n\n \n●\nour sponsor, directors,\nofficers, advisors or their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire\nand possess redemption rights, they would waive such rights; and\n\n \n \n \n\n \n●\nwe would disclose in a\nForm 8-K, before our security holder meeting to approve the business combination transaction, the following material items:\n\n \n\n \n○\nthe amount of our securities\npurchased outside of the redemption offer by our sponsor, directors, officers, advisors or their affiliates, along with the purchase\nprice;\n\n \n \n \n\n \n○\nthe purpose of the purchases\nby our sponsor, directors, officers, advisors or their affiliates;\n\n \n \n \n\n \n○\nthe impact, if any, of\nthe purchases by our sponsor, directors, officers, advisors or their affiliates on the likelihood that the business combination transaction\nwill be approved;\n\n \n \n \n\n \n○\nthe identities of company\nsecurity holders who sold to our sponsor, directors, officers, advisors or their affiliates (if not purchased on the open market)\nor the nature of company security holders (e.g., 5% security holders) who sold to our sponsor, directors, officers, advisors or their\naffiliates; and\n\n \n \n \n\n \n○\nthe number of company securities\nfor which we received redemption requests pursuant to its redemption offer.\n\n \n\n**Ability\nto extend the time to complete a business combination**\n\n \n\nWe\ninitially have 15 months from the closing of our initial public offering to consummate our initial business combination. On October 22,\n2025, we entered into an amendment to the Investment Management Trust Agreement (the “Trust Agreement”), with Wilmington\nTrust National Association. Pursuant to the Trust Agreement, we have the right to extend the time for us to complete our initial business\ncombination for a period for 12 months from October 26, 2025 to October 26, 2026 by depositing into the trust account $75,000 for all\nremaining public shares for each one-month extension.\n\n \n\nIf\nwe anticipate that we may be unable to consummate our initial business combination within such period, we may seek shareholder approval\nto amend our amended and restated memorandum and articles of association to extend the date by which we must consummate our initial business\ncombination. If we seek shareholder approval for an extension, our public shareholders will be offered an opportunity to redeem their\nshares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest\n(net of taxes payable), divided by the number of then issued and outstanding public shares, subject to applicable laws. If we are unable\nto complete our initial business combination by October 26, 2026 (unless further extended), we will distribute the aggregate amount then\non deposit in the trust account, including interest (net of taxes payable), pro rata to our public shareholders, by way of the redemption\nof their shares and thereafter cease all operations except for the purposes of winding up of our affairs, as further described herein.\n\n \n\n**Conversion\nand tender rights**\n\n \n\nAt\nany meeting called to approve an initial business combination, public shareholders may seek to convert their public shares, regardless\nof whether they vote for or against the proposed business combination, into their *pro rata* share of the aggregate amount then\non deposit in the trust account, less any taxes then due but not yet paid. Notwithstanding the foregoing, our initial shareholders have\nagreed, pursuant to written letter agreements with us, not to convert any public shares held by them into their *pro rata* share\nof the aggregate amount then on deposit in the trust account. The redemption rights will be effected under our amended and restated memorandum\nand articles of association and Cayman Islands law as redemptions. If we hold a meeting to approve an initial business combination, a\nholder will always have the ability to vote against a proposed business combination and not seek conversion of its shares.\n\n \n\n14\n\n \n\n \n\nAlternatively,\nif we engage in a tender offer, each public shareholder will be provided the opportunity to sell his public shares to us in such tender\noffer. The tender offer rules require us to hold the tender offer open for at least 20 business days. Accordingly, this is the minimum\namount of time we would need to provide holders to determine whether they want to sell their public shares to us in the tender offer\nor remain an investor in our company.\n\n \n\nOur\ninitial shareholders, officers and directors will not have redemption rights with respect to any ordinary shares owned by them, directly\nor indirectly, whether acquired prior to our initial public offering or purchased by them in our initial public offering or in the aftermarket.\n\n \n\nWe\nmay also require public shareholders, whether they are a record holder or hold their shares in “street name,” to either tender\ntheir certificates (if any) to our transfer agent or to deliver their shares to the transfer agent electronically using Depository Trust\nCompany’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, at any time at or prior to the vote on the\nbusiness combination. Once the shares are converted by the holder, and effectively redeemed by us under Cayman Islands law, the share\nregistrar in the Cayman Islands will then update our register of members to reflect all conversions. The proxy solicitation materials\nthat we will furnish to shareholders in connection with the vote for any proposed business combination will indicate whether we are requiring\nshareholders to satisfy such delivery requirements. Accordingly, a shareholder will have from the time our proxy statement is mailed\nthrough the vote on the business combination to deliver his shares if he wishes to seek to exercise his redemption rights. Under our\namended and restated memorandum and articles of association, we are required to provide at least five days’ advance notice of any\nshareholder meeting, which would be the minimum amount of time a shareholder would have to determine whether to exercise redemption rights.\nAs a result, if we require public shareholders who wish to convert their ordinary shares into the right to receive a *pro rata*portion\nof the funds in the trust account to comply with the foregoing delivery requirements, holders may not have sufficient time to receive\nthe notice and deliver their shares for conversion. Accordingly, investors may not be able to exercise their redemption rights and may\nbe forced to retain our securities when they otherwise would not want to.\n\n \n\nThere\nis a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC\nSystem. The transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this\ncost on to the converting holder. However, this fee would be incurred regardless of whether or not we require holders seeking to exercise\nredemption rights. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such\ndelivery must be effectuated. However, in the event we require shareholders seeking to exercise redemption rights to deliver their shares\nprior to the consummation of the proposed business combination and the proposed business combination is not consummated, this may result\nin an increased cost to shareholders.\n\n \n\nAny\nrequest to convert or tender such shares once made, may be withdrawn at any time up to the vote on the proposed business combination\nor expiration of the tender offer. Furthermore, if a holder of a public share delivered its certificate in connection with an election\nof their conversion or tender and subsequently decides prior to the vote on the business combination or the expiration of the tender\noffer not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically).\n\n \n\nIf\nthe initial business combination is not approved or completed for any reason, then our public shareholders who elected to exercise their\nconversion or tender rights would not be entitled to convert their shares for the applicable *pro rata* share of the trust account.\nIn such case, we will promptly return any shares delivered by public holders.\n\n \n\n**Redemption\nof public shares and liquidation of trust account if no business combination**\n\n \n\nIf\nwe do not complete a business combination by October 26, 2026 (unless further extended), our post-offering amended and restated memorandum\nand articles of association provides that we will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as\nreasonably possible, but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,\nequal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account\nand not previously released to us to pay our income taxes, divided by the number of the then-outstanding public shares, which redemption\nwill completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions,\nif any); and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders\nand our board of directors, liquidate and dissolve, subject in the case of clauses (ii) and (iii), to our obligations under Cayman Islands\nlaw to provide for claims of creditors and the requirements of other applicable law. However, we may not be able to distribute such amounts\nas a result of claims of creditors which may take priority over the claims of our public shareholders. In the event of our liquidation\nand subsequent dissolution, the rights will expire and will be worthless.\n\n \n\n15\n\n \n\n \n\nThe\namount in the trust account will be treated as funds distributable under the Companies Act provided that immediately following the date\non which the proposed distribution is proposed to be made, we are able to pay our debts as they fall due in the ordinary course of business.\nIf we are forced to liquidate the trust account, we anticipate that we would distribute to our public shareholders the amount in the\ntrust account calculated as of the date that is two (2) days prior to the distribution date (including any accrued interest net of taxes\npayable). Prior to such distribution, we would be required to assess all claims that may be potentially brought against us by our creditors\nfor amounts they are actually owed and make provision for such amounts, as creditors take priority over our public shareholders with\nrespect to amounts that are owed to them. We cannot assure you that we will properly assess all claims that may be potentially brought\nagainst us. As such, our shareholders could potentially be liable for any claims of creditors to the extent of distributions received\nby them as an unlawful payment in the event we enter an insolvent liquidation. Furthermore, while we will seek to have all vendors and\nservice providers (which would include any third parties we engaged to assist us in any way in connection with our search for a target\nbusiness) and prospective target businesses execute agreements with us waiving any right, title, interest or claim of any kind they may\nhave in or to any monies held in the trust account, there is no guarantee that they will execute such agreements. Nor is there any guarantee\nthat, even if such entities execute such agreements with us, they will not seek recourse against the trust account or that a court would\nconclude that such agreements are legally enforceable.\n\n \n\nEach\nof our initial shareholders and our officers and directors have agreed to waive their respective rights to participate in any liquidation\nof our trust account or other assets with respect to the initial shares and private units and to vote their initial shares, private shares\nin favor of any dissolution and plan of distribution which we submit to a vote of shareholders. There will be no distribution from the\ntrust account with respect to our rights, which will expire worthless.\n\n \n\nIf\nwe are unable to complete an initial business combination and expend all of the net proceeds of our initial public offering, other than\nthe proceeds deposited in the trust account, and without taking into account interest, if any, earned on the trust account, the initial\nper-share redemption price from the trust account would be $10.00.\n\n \n\nThe\nproceeds deposited in the trust account could, however, become subject to the claims of our creditors which would be prior to the claims\nof our public shareholders. Although we will seek to have all vendors, including lenders for money borrowed, prospective target businesses\nor other entities we engage execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held\nin the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements or even\nif they execute such agreements that they would be prevented from bringing claims against the trust account, including but not limited\nto, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability\nof the waiver, in each case in order to gain an advantage with a claim against our assets, including the funds held in the trust account.\nIf any third party refused to execute an agreement waiving such claims to the monies held in the trust account, we would perform an analysis\nof the alternatives available to us if we chose not to engage such third party and evaluate if such engagement would be in the best interest\nof our shareholders if such third party refused to waive such claims. Examples of possible instances where we may engage a third party\nthat refused to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed\nby management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management\nis unable to find a provider of required services willing to provide the waiver. In any event, our management would perform an analysis\nof the alternatives available to it and would only enter into an agreement with a third party that did not execute a waiver if management\nbelieved that such third party’s engagement would be significantly more beneficial to us than any alternative. In addition, there\nis 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\nnegotiations, contracts or agreements with us and will not seek recourse against the trust account for any reason.\n\n \n\nOur\nsponsor has agreed that, if we liquidate the trust account prior to the consummation of a business combination, it will be liable to\npay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted\nfor or products sold to us in excess of the net proceeds of our initial public offering not held in the trust account, but only to the\nextent necessary to ensure that such debts or obligations do not reduce the amounts in the trust account and only if such parties have\nnot executed a waiver agreement. However, we cannot assure you that it will be able to satisfy those obligations if it is required to\ndo so. Accordingly, the actual per-share redemption price could be less than $10.00 due to claims of creditors. Additionally, if we are\nforced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the\ntrust account could be subject to applicable bankruptcy law and may be included in our bankruptcy estate and subject to the claims of\nthird parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account, we cannot\nassure you we will be able to return to our public shareholders at least $10.00 per share.\n\n \n\n16\n\n \n\n \n\n**Competition**\n\n \n\nIn\nidentifying, evaluating and selecting a target business, we may encounter intense competition from other entities having a business objective\nsimilar to ours. Many of these entities are well established and have extensive experience identifying and effecting business combinations\ndirectly or through affiliates. Many of these competitors possess greater technical, human and other resources than us and our financial\nresources will be relatively limited when contrasted with those of many of these competitors. While we believe there may be numerous\npotential target businesses that we could acquire with the net proceeds of our initial public offering, our ability to compete in acquiring\ncertain sizable target businesses may be limited by our available financial resources.\n\n \n\nThe\nfollowing also may not be viewed favorably by certain target businesses:\n\n \n\n \n●\nour obligation to seek\nshareholder approval of a business combination or obtain the necessary financial information to be sent to shareholders in connection\nwith such business combination may delay or prevent the completion of a transaction;\n\n \n \n \n\n \n●\nour obligation to redeem\npublic shares held by our public shareholders may reduce the resources available to us for a business combination;\n\n \n \n \n\n \n●\nNasdaq may require us to\nfile a new listing application and meet its initial listing requirements to maintain the listing of our securities following a business\ncombination;\n\n \n \n \n\n \n●\nour outstanding rights\nand the potential future dilution they represent;\n\n \n \n \n\n \n●\nour obligation to pay the\ndeferred underwriting discounts and commissions to the underwriters upon consummation of our initial business combination;\n\n \n \n \n\n \n●\nour obligation to either\nrepay or issue units upon conversion of up to $300,000 of working capital loans that may be made to us by our initial shareholders,\nofficers, directors or their affiliates;\n\n \n \n \n\n \n●\nour obligation to register\nthe resale of the initial shares, as well as the private units (and underlying securities) and any securities issued to our initial\nshareholders, officers, directors or their affiliates upon conversion of working capital loans; and\n\n \n \n \n\n \n●\nthe impact on the target\nbusiness’ assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving\nus prior to the consummation of a business combination.\n\n \n\nAny\nof these factors may place us at a competitive disadvantage in successfully negotiating a business combination. Our management believes,\nhowever, that our status as a public entity and potential access to the United States public equity markets may give us a competitive\nadvantage over privately held entities having a similar business objective as ours in acquiring a target business with significant growth\npotential on favorable terms.\n\n \n\n17\n\n \n\n \n\nIf\nwe succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target\nbusiness. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.\n\n \n\n**Facilities**\n\n \n\nWe\nmaintain our principal executive office at Office 51, 10 Fl, 31 Hudson Yards, New York, NY. The cost for our use of this space is included\nin the $10,000 per month fee we will pay to our sponsor for office space, utilities and secretarial and administrative services. We consider\nour current office space adequate for our current operations.\n\n \n\n**Employees**\n\n \n\nWe\nhave three executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to\ndevote only as much time as they deem necessary to our affairs. The amount of time they will devote in any time period will vary based\non whether a target business has been selected for the business combination and the stage of the business combination process the company\nis in. Accordingly, once management locates a suitable target business to acquire, they will spend more time investigating such target\nbusiness and negotiating and processing the business combination (and consequently spend more time to our affairs) than they would prior\nto locating a suitable target business. We presently expect our executive officers to devote such amount of time as they reasonably believe\nis necessary to our business (which could range from only a few hours a week while we are trying to locate a potential target business\nto a majority of their time as we move into serious negotiations with a target business for a business combination). We do not intend\nto have any full-time employees prior to the consummation of a business combination.\n\n \n\n**Periodic\nReporting and Audited Financial Statements**\n\n \n\nWe\nhave registered our units, ordinary shares and rights under the Exchange Act and have reporting obligations, including the requirement\nthat we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual\nreport will contain financial statements audited and reported on by our independent registered public accountants.\n\n \n\nWe\nwill provide shareholders with audited financial statements of the prospective target business as part of any proxy solicitation sent\nto shareholders to assist them in assessing the target business. In all likelihood, the financial information included in the proxy solicitation\nmaterials will need to be prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.\nGAAP”) or international financial reporting standards as issued by the International Accounting Standards Board (“IFRS”),\ndepending on the circumstances, and the historical financial statements may be required to be audited in accordance with the standards\nof the Public Company Accounting Oversight Board (United States) (the “PCAOB”). The financial statements may also be required\nto be prepared in accordance with U.S. GAAP for Form 8-K announcing the closing of an initial business combination, which would need\nto be filed within four business days thereafter. We cannot assure you that any particular target business identified by us as a potential\nacquisition candidate will have the necessary financial information. To the extent that this requirement cannot be met, we may not be\nable to acquire the proposed target business.\n\n \n\nWe\nwill be required to evaluate our internal control procedures for the fiscal year ending December 31, 2026 as required by the Sarbanes-Oxley\nAct. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding the adequacy of its internal controls.\nThe development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and\ncosts necessary to complete any such acquisition.\n\n \n\nWe\nfiled a Registration Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act.\nAs a result, we are subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a\nForm 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business\ncombination.\n\n \n\n18\n\n \n\n \n\nWe\nare an incorporated blank check company formed in the Cayman Islands as an exempted company with limited liability. Payments of dividends\nand capital in respect of our securities will not be subject to taxation in the Cayman Islands and no withholding will be required on\nthe payment of a dividend or capital to any holder of the securities nor will gains derived from the disposal of the securities be subject\nto Cayman Islands income or corporation tax. The Cayman Islands currently have no income, corporation or capital gains tax and no estate\nduty, inheritance tax or gift tax. No stamp duty is payable in respect of the issue of our securities or on an instrument of transfer\nin respect of our securities, unless the document is executed in, or brought to, the Cayman Islands (including being produced to a court\nof the Cayman Islands). Our shareholders have no additional liability for the company’s liabilities over and above the amount paid\nfor their shares. We were formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization,\nreorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.”\n\n \n\nWe\nare an “emerging growth company,” as defined in in Section 2(a) of the Securities Act, as modified by the JOBS Act. As such,\nwe are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies\nthat are not “emerging growth companies” including, but not limited to, not being required to comply with the independent\nregistered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding\nexecutive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory\nvote on executive compensation and shareholder approval of any golden parachute payments not previously approved. If some investors find\nour securities less attractive as a result, there may be a less active trading market for our securities and the prices of our securities\nmay be more volatile. We will remain such for up to five years. However, if within a three-year period, we issue non-convertible debt\nexceeding $1.0 billion or generate revenues exceeding $1.235 billion, or if we have been a public company for at least 12 months and\nthe market value of our ordinary shares that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter\nof any given fiscal year, we would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company,\nwe have elected, under Section 107(b) of the JOBS Act, to take advantage of the extended transition period provided in Section 7(a)(2)(B)\nof the Securities Act for complying with new or revised accounting standards.\n\n \n\nAdditionally,\nwe are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take\nadvantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.\nWe will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares\nheld by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, and (2) our annual revenues equaled\nor exceeded $100 million during such completed fiscal year or the market value of our ordinary shares held by non-affiliates equals or\nexceeds $700 million as of the end of that year’s second fiscal quarter.\n\n \n\n**Legal\nProceedings**\n\n \n\nThere\nis no material litigation, arbitration or governmental proceeding currently pending against us or any of our officers or directors in\ntheir capacity as such, and we and our officers and directors have not been subject to any such proceeding in the 12 months preceding\nthe date of this Report."}