NASDAQ: CAPNU

Simultaneously
with the consummation of the Initial Public Offering, the Company consummated a private placement (the “Private Placement”)
of 230,000 Units (“Private Placement Units”) at a price of $10.00 per Private Placement Unit, generating total proceeds of
$2,300,000. The Private Placement Units were purchased by Yawei Cao and TenX Global Capital LP, an affiliate of Taylor Zhang, the Company’s
Chief Financial Officer. The Private Placement Units are identical to the Units sold in the Initial Public Offering. The Ordinary Shares
contained in the Private Placement Units are referred to herein as the “Private Placement Shares” and the Rights contained
in the Private Placement Units are referred to herein as the “Private Placement Rights”). The purchasers of the Private Placement
Units have agreed not to transfer, assign or sell any of the Private Placement Units or Ordinary Shares or Rights underlying the Private
Placement Units (except to certain transferees) until after the completion of a Business Combination.

On
October 15, 2024, the underwriters elected to terminate their over-allotment option and as a result an aggregate of 225,000 Founder Shares
were forfeited by the Sponsors and cancelled.

Upon
the closing of the Initial Public Offering and the Private Placement, $60,000,000 ($10.00 per Unit) of the net proceeds of the sale of
the Units in the Initial Public Offering and Private Placement Units in the Private Placement were deposited into a trust account (the
“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and
will be held as cash or cash demand deposits or invested only in U.S. “government securities,” within the meaning of Section
2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 185 days
or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act, which invest
only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business
Combination and (ii) the distribution of the Trust Account as described below.

On
July 11, 2025, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among the Company,
Mango Financial Group Limited, a Cayman Islands exempted company (“Mango Financial Group Limited”), North Water Investment
Group Holdings Limited (“North Water”), the parent company of Mango Financial Limited (“Mango Financial”),
and Mango Temp Limited, a Cayman Islands exempted company and a wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant
to the Merger Agreement, Merger Sub will merge with and into the Company, the separate corporate existence of Merger Sub will cease,
and the Company will be the surviving corporation and will continue as a wholly-owned subsidiary of Mango Financial Group Limited (the
“Merger”). For additional information regarding Mango Financial Group Limited, the Merger Agreement and the transactions
contemplated thereby, see the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on July
14, 2025, and the Registration Statement on Form F-4, as initially filed with the Securities and Exchange Commission on February 11,
2026 (“Form F-4”).

On March 18, 2026, the Company held an extraordinary general meeting at
which shareholders voted to approve amendments to the Company’s amended and restated memorandum and articles of association to,
among other things, the Company’s board of directors was granted authority to extend the time that the Company has to consummate
an initial business combination on a monthly basis, up to twelve (12) months (or until March 23, 2027) provided that the Company’s
Sponsors, officers, directors, affiliates or designees lend to the Company an aggregate of $125,000 for each month utilized to consummate
an initial business combination and to remove the limitation (the “Redemption Limitation”) that the Company shall not redeem
public shares to the extent that such redemptions would cause the Company’s net tangible assets to be less than $5,000,001. In connection
with the Meeting, holders of an aggregate of 2,541,908 public shares of the Company exercised their right to have their shares redeemed
for a pro rata amount held in the Company’s trust account.

Effective as
of March 18, 2026, Mango Financial agreed to lend to the Company an aggregate of $750,000. The first $125,000 of such amount was loaned
to the Company and the Company deposited such amount into the trust account in order to extend the time that the Company has to consummate
an initial business combination as described above. The loan is evidenced by a promissory note issued by the Company to Mango Financial.
The note bears no interest and is repayable in full upon consummation of a business combination.

Other
than as specifically discussed herein, the rest of this Annual Report assumes that we will not consummate the Transactions with Mango
Financial Group Limited and will seek to consummate a business combination with another target business.

Effecting
a Business Combination

General

We
are not limited to target businesses in any specific industry or geographic location. However, we have focused our search on target businesses
in Asia. Nevertheless, we will not consummate our initial Business Combination with an entity or business with China operations consolidated
through a variable interest entity (“VIE”) structure. The ownership of our securities by U.S. investors may limit the pool
of acquisition candidates we may acquire in China, in particular, due to the relevant PRC laws and regulations against foreign ownership
of and investment in certain assets and industries, known as restricted industries. The approval of PRC regulatory agencies may be required
in connection with our initial business combination, and if required, we may not be able to obtain such approval. See “Risk
Factors – Risks Related to Acquiring and Operating a Business Outside of the United States.” We have generated no revenues
to date and we do not expect that we will generate operating revenues until, at the earliest, we consummate our initial Business Combination.

1

We
intend to consummate our initial Business Combination using cash held in the Trust Account, the proceeds from one or more private financings,
and our equity as the consideration. If our initial Business Combination is paid for using equity or debt securities, or not all of the
funds released from the Trust Account are used for payment of the consideration in connection with our initial Business Combination or
used for redemptions of our Ordinary Shares, we may apply the balance of the cash released to us from the Trust Account for general corporate
purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest
due on indebtedness incurred in completing our initial Business Combination, to fund the purchase of other assets, companies or for working
capital.

We
may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial
Business Combination (which may include a specified future issuance), and we may complete our initial Business Combination using the
proceeds of such offering rather than using the amounts held in the Trust Account. In addition, we intend to target businesses with enterprise
values that are greater than we could acquire with the net proceeds of our Initial Public Offering and the Private Placement, and, as
a result, if the cash portion of the purchase price exceeds the amount available from the Trust Account, net of amounts needed to satisfy
any redemptions by holders of Public Shares (the “Public Shareholders”), we may be required to seek additional financing
to complete such proposed initial Business Combination. Subject to compliance with applicable securities laws, we would expect to complete
such financing only simultaneously with the completion of our initial Business Combination. In the case of an initial Business Combination
funded with assets other than the Trust Account assets, our proxy materials or tender offer documents disclosing the initial Business
Combination would disclose the terms of the financing and, if and only if required by law, we would seek shareholder approval of such
financing. There are no prohibitions on our ability to raise funds privately, including pursuant to any specified future issuance, or
through loans in connection with our initial Business Combination.

The
time ultimately required to select and evaluate a target business and to structure and complete our initial Business Combination, and
the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect
to the identification and evaluation of a prospective target business with which our Business Combination is not ultimately completed
will result in our incurring losses and will reduce the funds we can use to complete another Business Combination.

Sources
of Target Businesses

We
anticipate that target business candidates will be brought to our attention from various unaffiliated sources, including investment bankers
and investment professionals. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited
by us by calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on an unsolicited
basis, since many of these sources will know what types of businesses we are targeting. Our officers and directors, as well as our Sponsors,
and their affiliates, may also bring to our attention target business candidates that they become aware of through their business contacts
as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows, conferences or conventions.
In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to
us as a result of the business relationships of our officers and directors and our Sponsors and their respective industry and business
contacts as well as their affiliates. We may engage the services of professional firms or other individuals that specialize in business
acquisitions, in which event we may pay a finder’s fee, consulting fee, advisory fee or other compensation to be determined in
an arm’s length negotiation based on the terms of the transaction. We intend to engage a finder only to the extent our management
determines that the use of a finder may bring opportunities to us that may not otherwise be available to us or if finders approach us
on an unsolicited basis with a potential transaction that our management determines is in our best interest to pursue. Payment of finder’s
fees is customarily tied to completion of a transaction, in which case any such fee will be paid out of the funds held in the Trust Account.
In no event, however, will our Sponsors, officers, directors or their affiliates be paid any finder’s fee, reimbursement, consulting
fee, monies in respect of any payment of a loan or other compensation prior to, or in connection with any services rendered for any services
they render in order to effectuate, the completion of our initial Business Combination (regardless of the type of transaction that it
is).

2

We
are not prohibited from pursuing an initial Business Combination with a target business that is affiliated with our Sponsors, officers,
directors or their affiliates. In the event we seek to complete our initial Business Combination with a target business that is affiliated
with any of the foregoing, we, or a committee of independent directors, would obtain an opinion from an independent investment banking
firm or another independent entity that commonly renders valuation opinions that such an initial Business Combination is fair to our
company from a financial point of view.

Selection
of a Target Business and Structuring of a Business Combination

Nasdaq
Stock Market, LLC (“Nasdaq”) listing rules require that we must complete one or more Business Combinations having an aggregate
fair market value of at least 80% of the value of the assets held in the Trust Account (excluding taxes payable on the interest earned
on the Trust Account) at the time of our signing a definitive agreement in connection with our initial Business Combination. The fair
market value of our initial Business Combination will be determined by our board of directors based upon one or more standards generally
accepted by the financial community, such as a discounted cash flow valuation, a valuation based on trading multiples of comparable public
businesses or a valuation based on the financial metrics of M&A transactions of comparable businesses. If our board of directors
is not able to independently determine the fair market value of our initial Business Combination (including with the assistance of financial
advisors), we will obtain an opinion from an independent investment banking firm or another independent entity that commonly renders
valuation opinions with respect to the satisfaction of such criteria. While we consider it unlikely that our board of directors will
not be able to make an independent determination of the fair market value of our initial Business Combination, it may be unable to do
so if it is less familiar or experienced with the business of a particular target or if there is a significant amount of uncertainty
as to the value of a target’s assets or prospects. We do not intend to purchase multiple businesses in unrelated industries in
conjunction with our initial Business Combination. Subject to this requirement, our management will have virtually unrestricted flexibility
in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial Business
Combination with another blank check company or a similar company with nominal operations.

In
any case, we will only complete an initial Business Combination in which we own or acquire 50% or more of the outstanding voting securities
of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment
company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business
or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be
taken into account for purposes of Nasdaq’s 80% fair market value test.

To
the extent we effect our initial Business Combination with a company or business that may be financially unstable or in its early stages
of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management will endeavor
to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all
significant risk factors.

In
evaluating a prospective target business, we expect to conduct a due diligence review, which may encompass, among other things, meetings
with incumbent ownership, management and employees, document reviews, interviews of customers and suppliers, inspection of facilities,
as well as a review of financial and other information that will be made available to us.

The
time required to select and evaluate a target business and to structure and complete our initial Business Combination, and the costs
associated with this process are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification
and evaluation of, and negotiation with, a prospective target business with which our initial Business Combination is not ultimately
completed will result in our incurring losses and will reduce the funds we can use to complete an alternative Business Combination.

3

Lack
of Business Diversification

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

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

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

Limited
Ability to Evaluate the Target Business’ Management

Although
we intend to scrutinize the management of a prospective target business when evaluating the desirability of effecting a Business Combination,
we cannot assure you that our assessment of the target business’ management will prove to be correct. In addition, we cannot assure
you that the future management will have the necessary skills, qualifications or abilities to manage a public company. Furthermore, the
future role of our officers and directors, if any, in the target business following a business combination cannot presently be stated
with any certainty. While it is possible that some of our key personnel will remain associated in senior management or advisory positions
with us following a business combination, it is unlikely that they will devote their full-time efforts to our affairs subsequent to a
business combination. Moreover, they would only be able to remain with the company after the consummation of a Business Combination 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 them to receive compensation in the form
of cash payments and/or our securities for services they would render to the company after the consummation of the business combination.
Additionally, our officers and directors may not have significant experience or knowledge relating to the operations of the particular
target business.

Following
a business combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We
cannot assure you that we will have the ability to recruit additional managers, or that any such additional managers we do recruit will
have the requisite skills, knowledge or experience necessary to enhance the incumbent management.

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

We
may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the U.S. Securities and Exchange Commission
(the “SEC”) subject to the provisions of our amended and restated memorandum and articles of association. However, we will
seek shareholder approval if it is required by law or applicable stock exchange rule, or we may decide to seek shareholder approval for
business or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business combinations
we may consider and whether shareholder approval is currently required under Cayman Islands law for each such transaction.

Type
of Transaction

Whether
Shareholder Approval is Required

Purchase
of assets

No

Purchase
of stock of target not involving a merger with the company

No

Merger
of target into a subsidiary of the company

No

Merger
of the company with a target

Yes

Under
Nasdaq’s listing rules, shareholder approval would be required for our initial business combination if, for example:

●
we
issue Ordinary Shares that will be equal to or in excess of 20% of the number of our Ordinary Shares then outstanding;

4

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

●
the
issuance or potential issuance of Ordinary Shares will result in our undergoing a change of control.

The
decision as to whether we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval
is not required by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based
on business and legal reasons, which include a variety of factors, including, but not limited to: (i) the timing of the transaction,
including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder
approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;
(ii) the expected cost of holding a shareholder vote; (iii) the risk that the shareholders would fail to approve the proposed business
combination; (iv) other time and budget constraints of the company; and (v) additional legal complexities of a proposed business combination
that would be time-consuming and burdensome to present to shareholders.

Redemption
Rights

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
as of two business days prior to the consummation of the initial business combination including interest earned on the funds held in
the Trust Account and not previously released to us to pay our taxes, divided by the number of then outstanding Public Shares, subject
to the limitations described herein. Our initial shareholders have entered into a letter agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to any Founder Shares, Private Placement Shares and any Public Shares held by them
in connection with the completion of our initial Business Combination.

Manner
of Conducting Redemptions

We
will provide our Public Shareholders with the opportunity to redeem all or a portion of their Ordinary Shares upon the completion of
our initial business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii)
by means of a tender offer. The decision as to whether we will seek shareholder approval of a 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 the law or stock exchange listing requirement.
Asset acquisitions and stock 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 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.

If
a shareholder vote is not required and we do not decide to hold a shareholder vote for business or other legal reasons, we will, pursuant
to our amended and restated memorandum and articles of association:

●
conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E under the Securities Exchange Act of 1934, as amended (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 under
the Exchange Act, which regulates the solicitation of proxies.

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

5

In
the event that we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business
days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination
until the expiration of the tender offer period.

If,
however, shareholder approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder
approval for business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association:

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

●
file
proxy materials with the SEC.

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

If
we seek shareholder approval, we will complete our initial business combination only if a majority of the outstanding Ordinary Shares
voted are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person or by proxy
of outstanding Ordinary Shares representing a majority of the voting power of all outstanding Ordinary Shares entitled to vote at such
meeting. Our initial shareholders will count toward this quorum and have agreed to vote their Founder Shares, Private Placement Shares
and any Public Shares purchased during or after the IPO in favor of our initial business combination. For purposes of seeking approval
of the majority of our outstanding Ordinary Shares, non-votes will have no effect on the approval of our initial business combination
once a quorum is obtained. We intend to give approximately 20 days (but not less than 5 clear days) prior written notice of any such
meeting, if required, at which a vote shall be taken to approve our initial business combination.

These
quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely that we will consummate
our initial business combination. Each Public Shareholder may elect to redeem its Public Shares irrespective of whether it votes for
or against the proposed transaction.

6

Limitation
on Redemption upon Completion of Initial Business Combination if we Seek Shareholder Approval

Notwithstanding
the foregoing, if we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with
our initial business combination pursuant to the tender offer rules, our amended and restated memorandum and articles of association
provides that a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is
acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption
rights with respect to any Ordinary Shares they own in excess of 15% of the shares sold in the IPO (the “Excess Shares”).
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.

By
limiting our shareholders’ ability to redeem no more than 15% of the shares sold in the IPO, 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, our amended and restated memorandum and articles of association does not restrict our shareholders’ ability
to vote all of their shares (including Excess Shares) for or against our initial business combination.

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

We
may require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares
in “street name,” to either tender their certificates to our transfer agent prior to the date set forth in the tender offer
documents mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in
the event we distribute proxy materials, or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s
DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that
we will furnish to holders of our Public Shares in connection with our initial business combination will indicate whether we are requiring
Public Shareholders to satisfy such delivery requirements. Accordingly, a Public Shareholder would have from the time we send out our
tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the business combination if
we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the
relatively short exercise period, it is advisable for shareholders to use electronic delivery of their Public Shares.

There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through
the DWAC System. The transfer agent will typically charge the tendering broker $100.00 and it would be up to the broker whether or not
to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders seeking
to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless
of the timing of when such delivery must be effectuated.

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

7

Any
request to redeem such shares, once made, may be withdrawn at any time up to the date set forth in the tender offer materials or the
date of the shareholder meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share delivered
its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable date not to elect
to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically or electronically).
It is anticipated that the funds to be distributed to holders of our Public Shares electing to redeem their shares will be distributed
promptly after the completion of our initial business combination.

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

If
our initial proposed business combination is not completed, we may continue to try to complete a business combination with a different
target until the end of the time we have to consummate an initial business combination pursuant to our amended and restated memorandum
and articles of association.

Redemption
of Public Shares and Liquidation if no Initial Business Combination

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

Our
Sponsors have waived their rights to liquidating distributions from the Trust Account with respect to any Founder Shares and Private
Placement Shares held by them if we fail to complete our initial business combination within the required time period. However, if they
acquire Public Shares after the IPO, they will be entitled to liquidating distributions from the Trust Account with respect to such Public
Shares if we fail to complete our initial business combination within the allotted time period.

Our
Sponsors, officers and directors have agreed that they will not propose any amendment to our amended and restated memorandum and articles
of association (i) that would modify the substance or timing of our obligation to allow redemption in connection with our initial business
combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the required time period,
or (ii) with respect to any other material provision relating to shareholders’ rights or pre-initial business combination activity,
unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the
funds held in the Trust Account, and not previously released to us to pay our taxes, divided by the number of then outstanding Public
Shares.

8

We
expect that all costs and expenses associated with implementing our plan of liquidation and dissolution, as well as payments to any creditors,
will be funded from amounts remaining out of the proceeds held outside the Trust Account, although we cannot assure you that there will
be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing
our plan of liquidation and dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes
on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $100,000
of such accrued interest to pay those costs and expenses.

If
we were to expend all of the net proceeds of the IPO and the sale of the Private Placement Units, other than the proceeds deposited in
the Trust Account, and without taking into account interest, if any, earned on the Trust Account, the per-share redemption amount received
by shareholders upon our dissolution would be approximately $10.87. The proceeds deposited in the Trust Account could, however,
become subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders. We cannot
assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00.

Although
we will seek to have all vendors, service providers, prospective target businesses or other entities with which we do business execute
agreements with us waiving any right, title, interest and claim of any kind in or to any monies held in the Trust Account for the benefit
of our Public Shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that
they would be prevented from bringing claims against the Trust Account including but not limited to fraudulent inducement, breach of
fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order
to gain an advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses
to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives
available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such
third party’s engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where
we may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise
or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver
or in cases where management is unable to find a service provider willing to execute a waiver.

In
addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising
out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Our Sponsors
have 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 discussed entering into a transaction agreement, reduce the amount of funds in
the Trust Account to below (i) $10.00 per public share or (ii) such lesser amount per public share held in the Trust Account as of the
date of the liquidation of the Trust Account, due to reductions in value of the trust assets, in each case net of the amount of interest
which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access
to the Trust Account and except as to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including
liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then
our Sponsors will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether
our Sponsors have sufficient funds to satisfy their indemnity obligations and believe that our Sponsors’ only assets are securities
of our company. We have not asked our Sponsors to reserve for such indemnification obligations. Therefore, we believe it is unlikely
that our Sponsors would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust
Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.00 per public share.
In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in
connection with any redemption of your Public Shares. None of our officers or directors are required to indemnify us for claims by third
parties including, without limitation, claims by vendors and prospective target businesses.

9

In
the event that the proceeds in the Trust Account are reduced below (i) $10.00 per public share or (ii) such lesser amount per public
share held in the Trust Account as of the date of the liquidation of the Trust Account, due to reductions in value of the trust assets,
in each case net of the amount of interest which may be withdrawn to pay taxes, and our Sponsors assert that they are unable to satisfy
their indemnification obligations or that they have no indemnification obligations related to a particular claim, our independent directors
would determine whether to take legal action against our Sponsors to enforce such indemnification obligations. While we currently expect
that our independent directors would take legal action on our behalf against our Sponsors to enforce their indemnification obligations
to us, it is possible that our independent directors in exercising their business judgment may choose not to do so if, for example, the
cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent
directors determine that a favorable outcome is not likely. We have not asked our Sponsors to reserve for such indemnification obligations
and we cannot assure you that our Sponsors would be able to satisfy those obligations. Accordingly, we cannot assure you that due to
claims of creditors the actual value of the per-share redemption price will not be less than $10.00 per public share.

If
we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held in the
Trust Account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of
third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot
assure you we will be able to return $10.00 per share to our Public Shareholders. Additionally, if we file a bankruptcy petition or an
involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by shareholders could be viewed
under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.”
As a result, a bankruptcy court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors
may be viewed as having breached its fiduciary duty to our creditors and/or may have acted in bad faith, thereby exposing itself and
our company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of creditors.
We cannot assure you that claims will not be brought against us for these reasons.

Our
Public Shareholders will be entitled to receive funds from the Trust Account only (i) in the event of the redemption of our Public Shares
if we do not complete our initial business combination within the required time period or (ii) if and to the extent that a holder of
such Public Shares exercises its right to redeem such Public Shares in connection with a vote to approve (a) an extension of the period
of time we have to consummate an initial business combination or (b) an initial business combination itself.

10

Competition

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

In
addition, since the fourth quarter of 2020, 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.

If
we succeed in effecting a business combination, there will be, in all likelihood, intense competition from competitors of the target
business. We cannot assure you that, subsequent to a business combination, we will have the resources or ability to compete effectively.

Employees

We
have three executive officers. These individuals are not obligated to devote any specific number of hours to our matters and intend to
devote 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
on whether a target business has been selected for the business combination and the stage of the business combination process the company
is in. Accordingly, once management locates a suitable target business to acquire, they will likely spend more time investigating such
target business and negotiating and processing the business combination (and consequently spend more time to our affairs) than they would
prior to locating a suitable target business. We presently expect each of our executive officers to devote such amount of time as they
reasonably believe is necessary to our business. We do not intend to have any full-time employees prior to the consummation of a business
combination.

Facilities

Our
executive offices are located at 205 West 37th Street, New York, New York 10018, and our telephone number is (203) 998-5540.
Pursuant to an Administrative Services Agreement, until the completion of our initial Business Combination or liquidation, we will pay
a monthly fee of $10,000 to Cayson Holding LP for office space, secretarial and administrative services. We consider our current office
space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.

11