NASDAQ: CUBWW

A
total of $230,000,000, comprised of $224,000,000 of the proceeds from the Initial Public Offering and $6,000,000 of the proceeds from
the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee.

It
is the job of our Sponsor and Management Team to complete our initial Business Combination. Our Management Team is led by (i) Ophir Sternberg,
our Chairman, President and Chief Executive Officer, (ii) Paul Rapisarda, our Chief Financial Officer and (iii) Faquiry Diaz Cala, our
Chief Operating Officer. We must complete our initial Business Combination by (x) June 20, 2026, the end of our Combination Period, which
is 24 months from the closing of our Initial Public Offering, (y) such earlier liquidation date as our Board may approve or (z) such
later date as our shareholders may approve pursuant to the Amended and Restated Articles. If our initial Business Combination is not
consummated by the end of our Combination Period, our existence will terminate, and we will distribute all amounts in the Trust Account
as described elsewhere in this Report.

We
may seek to extend the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended
and Restated Articles. Any such amendment would require the approval of our shareholders, and our Public Shareholders will be provided
the opportunity to redeem all or a portion of their Public Shares in connection with the vote on such approval. Such redemptions will
decrease the amount held in our Trust Account and our capitalization, and may affect our ability to maintain our listing on Nasdaq. In
addition, the Nasdaq Rules currently require SPACs (such as us) to complete their initial Business Combination in accordance with the
Nasdaq 36-Month Requirement. If we do not meet the Nasdaq 36-Month Requirement, our securities will likely be subject to suspension of
trading and delisting from Nasdaq. Our Sponsor may also, in its discretion, consider selling its interest in our Company to another sponsor
entity, which may result in a change to our Management Team.

1

Our
Management

Our
Management is pragmatic, measuring our success in both immediate and continuous financial return balanced across all stakeholders. Our
investment philosophy has been shaped by the many transactions we have originated, combined with our hands-on experiences as entrepreneurial
leaders across the growth spectrum, from startups to multi-billion-dollar corporations.

We
believe in quality management teams that lead attractive target businesses. Successful teams understand not only their craft,
but the limitations in their businesses, and realize that efficient scaling requires a consistent onboarding of knowledge, expertise,
and varied points of view, as well as capital, to continue winning the challenge of sustained extraordinary growth.

Unlocking
value and growth potential for our investors, our Business Combination targets, and ourselves is a balanced multi-part equation crafted
through an alignment of incentives and an incremental injection of value from and across all stakeholders.

We
have been and continue to be entrepreneurs, managers, board members and investors in public and private enterprises that we find exciting.
It is with real knowledge of the successes and failures of talented and energetic creators that we offer our counsel as partners in seeking
to unlock further growth and value, as well as our support and a matching of intense work ethic, to the managers of businesses we select
for combination.

Our
Board of Directors includes Thomas Hawkins, an experienced operating executive and board director; Roger Meltzer, Esq., a distinguished
global leader and attorney; Antony Sheriff, an expert on automotive technology, mobility and luxury products industries and Gila Cohen,
a senior investment professional with experience in the real estate, private credit and equity markets.

Past
performance of our Management Team or their affiliates is not a guarantee either (i) of success with respect to any Business Combination
we may consummate or (ii) that we will be able to identify a suitable candidate for our initial Business Combination. You should
not rely on the historical performance record of our Management Team or their affiliates as indicative of our future performance. Our
officers and directors may have conflicts of interest with other entities to which they owe fiduciary or contractual obligations with
respect to initial Business Combination opportunities.

Business
Strategy

We
may pursue an acquisition in any business industry or sector. We seek to acquire established businesses of scale that we believe are
poised for continued growth with capable management teams and proven unit economics, but potentially in need of financial, operational,
strategic or managerial enhancement to maximize value. We do not intend to acquire startup companies or companies without established
business plans. Our Management Team leverages their access to proprietary deal flow, sourcing capabilities and network of industry contacts
to generate Business Combination opportunities.

Our
Investment Thesis and Strategy

We
have identified the following general criteria and guidelines that we believe are important in evaluating prospective targets. We use
these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial Business Combination
with a target business that does not meet these criteria and guidelines.

●
Target Business Size.
We seek to invest in one or more businesses, determined in the sole discretion of our officers and directors according to reasonably
accepted valuation standards and methodologies.

●
Proven Unit Economics
and Growing Companies. We seek to invest in one or more businesses that have generated attractive unit economics at scale. We
will focus on one or more businesses that have established and growing revenue streams. We do not intend to acquire startup companies,
companies with speculative business plans, or companies that are excessively leveraged.

2

●
Competitive Position.
We intend to invest in one or more businesses that have a leading, growing or unique niche market position in their respective sectors.
We analyze the strengths and weaknesses of target businesses relative to their competitors. We seek to invest in one or more businesses
that demonstrate advantages when compared to their competitors, including capable management team, defensible proprietary technology,
strong adoption rates, and relevant domain expertise.

●
Capable Management Team.
We seek to invest in one or more businesses that have experienced management teams or those that provide a platform for us to assemble
an effective and capable management team. We are focusing on management teams with a track record of driving revenue growth and creating
value for their shareholders.

●
Benefit from Being a
Public Company. We intend to invest in one or more businesses that will benefit from being publicly listed and can effectively
utilize the broader access to capital and the public profile to grow and accelerate shareholder value creation.

●
Defensible Business
Niche. We seek companies that have a leading or niche market position and that demonstrate advantages when compared to their
competitors, which may help to create barriers to entry against new competitors.

●
Potential for Stable
Free Cash Flow. We seek to acquire a business that has historically generated, or has the near-term potential to generate, strong
and sustainable free cash flow.

These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial Business Combination may be
based, to the extent relevant, on these general guidelines, as well as other considerations, factors and criteria that our Management
may deem relevant. We may decide to enter into our initial Business Combination with a target business that does not meet the above criteria
and guidelines, and in the event we do so, we will disclose that the target business does not meet the above criteria in our shareholder
communications related to our initial Business Combination, which, as discussed in this Report, will be in the form of proxy solicitation
materials or tender offer documents that we will file with the SEC.

Acquisition
Process

In
evaluating a prospective target business, we conduct a due diligence review that encompasses, among other things, meetings with incumbent
management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as
a review of financial, operational, legal and other information about the target and its industry that are made available to us. If we
determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the Business Combination
transaction.

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 available for us to use to complete another Business Combination.

80%
Test

The
Nasdaq 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 the Deferred Fee and taxes payable on the interest earned on the Trust Account,
if any, and such test, the “80% Test”). Our Board of Directors will make the determination as to the fair market value of
our initial Business Combination. If our Board of Directors is not able to independently determine the fair market value of our initial
Business Combination, 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 likely that our Board of Directors
will 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 the target’s assets or prospects. Additionally, pursuant to the Nasdaq Rules, any initial Business Combination
must be approved by a majority of our independent directors.

3

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

Sourcing
of Potential Business Combination Targets

We
believe our Management Team’s significant operating and transaction experience and relationships provide us with a substantial
number of potential initial Business Combination targets. Over the course of their careers, the members of our Management Team have developed
a broad network of contacts and corporate relationships around the world. This network has grown through the activities of our Management
Team sourcing, acquiring and financing businesses, the reputation of our Management Team for integrity and fair dealing with sellers,
financing sources and target management teams and the experience of our Management Team in executing transactions under varying economic
and financial market conditions.

This
network has provided our Management Team with a flow of referrals that has resulted in numerous transactions that were proprietary or
where a limited group of investors were invited to participate in the sale process. We believe that the network of contacts and relationships
of our Management Team provide us important sources of investment opportunities. In addition, target Business Combination candidates
are brought to our attention from various unaffiliated sources, including investment market participants, private equity funds and large
business enterprises seeking to divest non-core assets or divisions.

We
have not contacted any of the prospective target businesses that our Management Team in their prior SPACs had considered and rejected
as target businesses to acquire. However, we may contact such targets if we become aware that such targets are interested in a potential
initial Business Combination with us and such transaction would be attractive to our shareholders. Accordingly, there is no current basis
for investors to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial Business
Combination.

We
are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers or directors
or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors.
In the event we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated
Articles) with our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be
paid by us in such an initial Business Combination is fair to our Company from a financial point of view. We are not required to obtain
such an opinion in any other context.

4

Members
of our Management Team and our independent directors directly or indirectly own Founder Shares and/or Private Placement Warrants and,
accordingly, may have a conflict of interest in determining whether a particular target business is an appropriate business with which
to effectuate our initial Business Combination. Further, each of our officers and directors may have a conflict of interest with respect
to evaluating a particular Business Combination if the retention or resignation of any such officers and directors was included by a
target business as a condition to any agreement with respect to our initial Business Combination.

Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary, contractual or other obligations
or duties to one or more other entities pursuant to which such officer or director is or will be required to present a Business Combination
opportunity to such entities. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity that
is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary
or contractual obligations to present such Business Combination opportunity to such other entity, subject to their fiduciary duties under
Cayman Islands law. Our Amended and Restated Articles provide that, to the fullest extent permitted by law: (i) no individual serving
as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain
from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce
any interest or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may
be a corporate opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would
breach an existing legal obligation of a director or officer to any other entity. We do not believe, however, that the fiduciary duties
or contractual obligations of our officers or directors materially affect our ability to complete our initial Business Combination.

In
addition, our Sponsor and our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or
investment ventures during the period in which we are seeking an initial Business Combination. As a result, our Sponsor, officers and
directors could have conflicts of interest in determining whether to present Business Combination opportunities to us or to any other
SPAC with which they may become involved. Any such companies, businesses or investments may present additional conflicts of interest
in pursuing an initial Business Combination target. However, we do not believe that any such potential conflicts would materially affect
our ability to complete our initial Business Combination.

Target
business candidates are also brought to our attention from various unaffiliated sources, including investment bankers and private investment
funds. Target businesses are brought to our attention by such unaffiliated sources as a result of being solicited by us through calls
or mailings. These sources also introduce us to target businesses in which they think we may be interested on an unsolicited basis, since
many of these sources know what types of businesses we are targeting. Our officers and directors, as well as their affiliates, also bring
to our attention target business candidates of which they become aware through their business contacts as a result of formal or informal
inquiries or discussions they may have, as well as attending trade shows or conventions. In addition, we may receive a number of proprietary
deal flow opportunities that would not otherwise necessarily be available to us as a result of the track record and business relationships
of our officers and directors. We may engage professional firms or other individuals that specialize in Business Combination in the future,
in which event we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation
based on the terms of the transaction.

Prior
to or in connection with the completion of our initial Business Combination, there may be payment by us to our Sponsor, officers or directors,
or our or their affiliates, of a finder’s fee, advisory fee, consulting fee or success fee for any services they render in order
to effectuate the completion of our initial Business Combination, which, if made prior to the completion of our initial Business Combination,
will be paid from funds held outside the Trust Account.

We
will 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 a finder’s fee is customarily tied to completion of a transaction, in which case
any such fee will be paid out of the funds held in the Trust Account.

5

Status
as a Public Company

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

Furthermore,
once a proposed initial Business Combination is completed, the target business will have effectively become public, whereas an initial
public offering is always subject to the Underwriters’ ability to complete the offering, as well as general market conditions,
which could delay or prevent the offering from occurring or could have negative valuation consequences. Following an initial Business
Combination, we believe the target business would then have greater access to capital, an additional means of providing management incentives
consistent with shareholders’ interests and the ability to use its shares as currency for acquisitions. Being a public company
can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented
employees.

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

Financial
Position

With
funds available for a Business Combination in the amount of approximately $246,161,982 as of December 31, 2025, before payment of the
$9,800,000 Deferred Fee and taxes payable, if any, we offer a target business a variety of options, such as creating a liquidity event
for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing
its debt ratio. Because we are able to complete our initial Business Combination using our cash, debt or equity securities, or a combination
of the foregoing, we have the flexibility to use the most efficient combination that allows us to tailor the consideration to be paid
to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can
be no assurance it will be available to us.

Financing
Our Initial Business Combination

We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time until the consummation of the
initial Business Combination. We intend to effectuate our initial Business Combination using cash from the proceeds of our Initial Public
Offering and the Private Placement, the proceeds of the sale of our Ordinary Shares in connection with our initial Business Combination
(including pursuant to any forward purchase agreements or backstop agreements into which we may enter), shares issued to the owners of
the target, debt issued to bank or other lenders or the owners of the target, other securities issuances, or a combination of the foregoing.
We may seek to complete our initial Business Combination with a company or business that may be financially unstable or in its early
stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If
our initial Business Combination is paid for using equity or debt 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 Class A
Ordinary Shares, we may use the balance of the cash released to us from the Trust Account following the closing of the Business Combination
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 companies,
or for working capital.

6

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 and we may effectuate our initial Business Combination using the proceeds of such offering rather than using the
amounts held in the Trust Account. In addition, we are targeting businesses with enterprise values that are greater than we could acquire
with the net proceeds of our Initial Public Offering and 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 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 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, only if required by law, we would
seek shareholder approval of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked
securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to
any forward purchase agreements or backstop agreements into which we may enter. At this time, we are not a party to any arrangement or
understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of
our Sponsor, officers, directors or shareholders is required to provide any financing to us in connection with or after our initial Business
Combination.

Lack
of Business Diversification

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

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

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

Limited
Ability to Evaluate the Target’s Management Team

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

We
also cannot assure our shareholders that any of our key personnel will remain in senior management or advisory positions with the combined
company. The determination as to whether any of our key personnel will remain with the combined company will be made in connection with
our initial Business Combination.

Following
a Business Combination, we may seek to recruit additional managers to supplement the incumbent management of the target business. We
cannot assure our shareholders that we will have the ability to recruit additional managers, or that additional managers will have the
requisite skills, knowledge or experience necessary to enhance the incumbent management.

7

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

We
may conduct redemptions without a shareholder vote pursuant to the tender offer rules of the SEC, subject to the provisions of our Amended
and Restated Articles. 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 reasons.

Under
the Nasdaq 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 (other than in a public offering);

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

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

The
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 us at a disadvantage in the transaction or result in other additional burdens on us; (ii) the expected
cost of holding a shareholder vote; (iii) the risk that our shareholders would fail to approve the proposed Business Combination;
(iv) other time and budget constraints of our Company; and (v) additional legal complexities of a proposed Business Combination
that would be time-consuming and burdensome to present to our shareholders.

Permitted
Purchases of Our Securities

If
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business
Combination pursuant to the tender offer rules, our Sponsor, directors, officers, advisors and their affiliates may purchase Public Shares
or Public Warrants in privately negotiated transactions or in the open market either prior to or following the completion of our initial
Business Combination, although they are under no obligation or duty to do so. Such a purchase may include a contractual acknowledgment
that such Public Shareholder, although still the record holder of our Public Shares is no longer the beneficial owner thereof and therefore
agrees not to exercise its redemption rights. In the event that our Sponsor, directors, officers, advisors and their affiliates purchase
Public Shares in privately negotiated transactions from Public Shareholders who have already elected to exercise their redemption rights,
such selling Public Shareholders would be required to revoke their prior elections to redeem their Public Shares. It is intended that,
if Rule 10b-18 would apply to purchases by Sponsor, directors, officers, advisors and their affiliates, then such purchases will comply
with Rule 10b-18 under the Exchange Act, to the extent it applies, which provides a safe harbor for purchases made under certain conditions,
including with respect to timing, pricing and volume of purchases.

Additionally,
at any time at or prior to our initial Business Combination, subject to applicable securities laws (including with respect to material
nonpublic information), our Sponsor, directors, officers, advisors and their affiliates may enter into transactions with investors and
others to provide them with incentives to acquire Public Shares, vote their Public Shares in favor of our initial Business Combination
or not redeem their Public Shares. However, they have no current commitments, plans or intentions to engage in such transactions and
have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase
Public Shares or Public Warrants in such transactions.

8

The
purpose of any such transactions could be to (i) increase the likelihood of obtaining shareholder approval of the Business Combination,
(ii) reduce the number of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public
Warrant holders for approval in connection with our initial Business Combination or (iii) satisfy a closing condition in an agreement
with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination,
where it appears that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion
of our initial Business Combination that may not otherwise have been possible.

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

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

Our
Sponsor, directors, officers, advisors and their affiliates are restricted from making purchases of Public Shares if the purchases would
violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16
of the Exchange Act to the extent such purchasers are subject to such reporting requirements. Additionally, in the event our Sponsor,
directors, officers, advisors and their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders, such purchases
would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act including, in pertinent part, through adherence
to the following:

●
our registration statement/proxy
statement filed for our Business Combination transaction would disclose the possibility that our Sponsor, directors, officers, advisors
and their affiliates may purchase Public Shares or Public Warrants from Public Shareholders outside the redemption process, along
with the purpose of such purchases;

●
if our Sponsor, directors,
officers, advisors and their affiliates were to purchase Public Shares or Public Warrants from Public Shareholders, they would do
so at a price no higher than the price offered through our redemption process;

●
our registration statement/proxy
statement filed for our Business Combination transaction would include a representation that any of our securities purchased by our
Sponsor, directors, officers, advisors and their affiliates would not be voted in favor of approving the Business Combination transaction;

●
our Sponsor, directors,
officers, advisors and their affiliates would not possess any redemption rights with respect to our securities or, if they do acquire
and possess redemption rights, they would waive such rights; and

9

●
we would disclose in a
Current Report on Form 8-K, before our security holder meeting to approve the Business Combination transaction, the following material
items:

○
the amount of our securities
purchased outside of the redemption offer by our Sponsor, directors, officers, advisors and their affiliates, along with the purchase
price;

○
the purpose of the purchases
by our Sponsor, directors, officers, advisors and their affiliates;

○
the impact, if any, of
the purchases by our Sponsor, directors, officers, advisors and their affiliates on the likelihood that the Business Combination
transaction will be approved;

○
the identities of our security
holders who sold to our Sponsor, directors, officers, advisors and their affiliates (if not purchased on the open market) or the
nature of our security holders (e.g., 5% security holders) who sold to our Sponsor, directors, officers, advisors and their affiliates;
and

○
the number of our securities
for which we have received redemption requests pursuant to our redemption offer.

Redemptions
in Connection with Our Initial Business Combination

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

We
will provide our Public Shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial
Business Combination, all or a portion of their Public Shares upon the completion of our initial Business Combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to
the consummation of the initial Business Combination, including interest earned on the funds held in the Trust Account (net of taxes
payable, if any), divided by the number of then outstanding Public Shares, subject to the limitations and on the conditions described
herein. As of December 31, 2025, the Redemption Price was $10.70 per Public Share (before taxes payable, if any). The per share amount
we will distribute to Public Shareholders who properly redeem their Public Shares will not be reduced by the Deferred Fee we will pay
to the Underwriters. Our Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may hold in connection with the
completion of our initial Business Combination.

Our
proposed initial Business Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its
owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.
In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption
plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate
amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares
submitted for redemption will be returned to the Public Shareholders thereof. We may, however, raise funds through the issuance of equity-linked
securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to
any forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy such net
tangible assets or minimum cash requirements.

Manner
of Conducting Redemptions

We
will provide our Public Shareholders with the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial
Business Combination, all or a portion of their Public Shares upon the completion of our initial Business Combination either (i) in connection
with a general meeting called to approve the Business Combination or (ii) without a shareholder vote 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 applicable law or stock exchange listing requirement or whether we
were deemed to be a foreign private issuer (which would require a tender offer rather than seeking shareholder approval under SEC rules).
Asset acquisitions and share purchases would not typically require shareholder approval, while direct mergers with our Company (other
than with a 90% subsidiary of ours) and any transactions where we issue more than 20% of our issued and outstanding Ordinary Shares or
seek to amend our Amended and Restated Articles, would require shareholder approval. So long as we obtain and maintain a listing for
our securities on Nasdaq, we will be required to comply with shareholder approval requirements under the Nasdaq Rules.

10

The
requirement that we provide our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed
above are contained in provisions of our Amended and Restated Articles and will apply whether or not we maintain our registration under
the Exchange Act or our listing on Nasdaq. Such provisions may be amended if approved by a Special Resolution.

If
we provide our Public Shareholders with the opportunity to redeem their Public Shares in connection with a general meeting, we will,
pursuant to our Amended and Restated Articles:

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

●
file proxy materials with
the SEC.

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

If
we seek shareholder approval, we will complete our initial Business Combination only if we receive an Ordinary Resolution. A quorum for
such meeting will be present if the holders of at least one third of issued and outstanding Ordinary Shares entitled to vote at the meeting
are represented in person or by proxy. Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter
Agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares and any Public Shares purchased during or after
the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of our initial Business Combination.
For purposes of seeking approval of an Ordinary Resolution, non-votes will have no effect on the approval of our initial Business Combination
once a quorum is obtained.

As
a result, in addition to our Sponsor’s Founder Shares, we would need 7,666,667, or 33.3%, of the 23,000,000 Public Shares sold
in the Initial Public Offering to be voted in favor of an initial Business Combination in order to have our initial Business Combination
approved, assuming all outstanding shares are voted. Assuming that only the holders of one-third of our issued and outstanding Ordinary
Shares, representing a quorum under our Amended and Restated Articles vote their Ordinary Shares at a general meeting of our shareholders,
we will not need any Public Shares in addition to our Founder Shares to be voted in favor of an initial Business Combination in order
to approve an initial Business Combination. However, if our initial Business Combination is structured as a statutory merger or consolidation
with another company under Cayman Islands law, the approval of our initial Business Combination will require a Special Resolution. In
addition, prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares (i) have the right to
appoint and remove directors prior to or in connection with the completion of our initial Business Combination and (ii) are entitled
to vote on continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our
constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation
in a jurisdiction outside the Cayman Islands). These quorum and voting thresholds, and the voting agreement of our Sponsor, officers
and directors, may make it more likely that we will consummate our initial Business Combination. Each Public Shareholder may elect to
redeem their Public Shares irrespective of whether they vote for or against the proposed transaction, or whether they do not vote or
abstain from voting on the proposed transaction, or whether they were a Public Shareholder on the record date for the general meeting
held to approve the proposed transaction.

11

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:

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

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

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

Upon
the public announcement of our initial Business Combination, if we elect to conduct redemptions pursuant to the tender offer rules, we
or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase our Public Shares in the open market, in
order to comply with Rule 14e-5 under the Exchange Act.

We
intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders or hold their
Public Shares in “street name,” to, at the holder’s option, either deliver their Public Share certificates to our transfer
agent or deliver their shares to our transfer agent electronically using the DWAC System, prior to the date set forth in the proxy materials
or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business days prior to the scheduled
vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions in connection with a shareholder
vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit a written request for redemption
to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial owner of such shares is included.
The proxy materials or tender offer documents, as applicable, that we will furnish to our Public Shareholders in connection with our
initial Business Combination will indicate whether we are requiring Public Shareholders to satisfy such delivery requirements. We believe
that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from
the redeeming Public Shareholders, which could delay redemptions and result in additional administrative cost. If the proposed initial
Business Combination is not approved and we continue to search for a target company, we will promptly return any certificates or shares
delivered by Public Shareholders who elected to redeem their Public Shares.

Our
proposed initial Business Combination may impose a minimum cash requirement for (i) cash consideration to be paid to the target or its
owners, (ii) cash for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions.
In the event the aggregate cash consideration we would be required to pay for all Public Shares that are validly submitted for redemption
plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial Business Combination exceed the aggregate
amount of cash available to us, we will not complete the initial Business Combination or redeem any Public Shares, and all Public Shares
submitted for redemption will be returned to the Public Shareholders thereof. We may, however, raise funds through the issuance of equity
or equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination, including
pursuant to any forward purchase agreements or backstop arrangements into which we may enter, in order to, among other reasons, satisfy
such net tangible assets or minimum cash requirements.

12

Limitation
on Redemptions Upon Completion of Our Initial Business Combination If We Seek Shareholder Approval

If
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business
Combination pursuant to the tender offer rules, our Amended and Restated Articles provide that a Public Shareholder, together with any
affiliate of such Public Shareholder or any other person with whom such Public Shareholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its Public Shares with respect to more than
an aggregate of 15% of the Ordinary Shares sold in the Initial Public Offering (the “Excess Shares”) without our prior consent.
We believe this restriction will discourage Public Shareholders from accumulating large blocks of Public 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 Public Shares at a significant premium to the then-current market price or on other undesirable
terms. Absent this provision, a Public Shareholder holding more than an aggregate of 15% of the Public Shares sold in the Initial Public
Offering could threaten to exercise its redemption rights if such Public Shares are not purchased by us, our Sponsor or our Management
at a premium to the then-current market price or on other undesirable terms. By limiting our Public Shareholders’ ability to redeem
no more than 15% of the Public Shares sold in the Initial Public Offering without our prior consent, we believe we will limit the ability
of a small group of Public Shareholders to unreasonably attempt to block our ability to complete our initial Business Combination, particularly
in connection with a Business Combination with a target that requires as a closing condition that we have a minimum net worth or a certain
amount of cash.

However,
we will not restrict our Public Shareholders’ ability to vote all of their Public Shares (including Excess Shares) for or against
our initial Business Combination.

Delivering
Share Certificates in Connection with the Exercise of Redemption Rights

As
described above, we intend to require our Public Shareholders seeking to exercise their redemption rights, whether they are record holders
or hold their Public Shares in “street name,” to, at the holder’s option, either deliver their share certificates to
our transfer agent or deliver their Public Shares to our transfer agent electronically using the DWAC System, prior to the date set forth
in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to two business
days prior to the scheduled vote on the proposal to approve the initial Business Combination. In addition, if we conduct redemptions
in connection with a shareholder vote, we intend to require a Public Shareholder seeking redemption of its Public Shares to also submit
a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of the beneficial
owner of such Public Shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to our Public
Shareholders 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 up to two business days prior to the scheduled vote on the initial
Business Combination if we distribute proxy materials, or from the time we send out our tender offer materials until the close of the
tender offer period, as applicable, to submit or tender its Public Shares if it wishes to seek to exercise its redemption rights. In
the event that a Public Shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials,
as applicable, its Public Shares may not be redeemed. Given the relatively short exercise period, it is advisable for Public Shareholders
to use electronic delivery of their Public Shares.

There
is a nominal cost associated with the above-referenced process and the act of certificating the Public Shares or delivering them through
the DWAC System. The transfer agent will typically charge the broker submitting or tendering Public Shares a fee of approximately $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 Public Shareholders seeking to exercise redemption rights to submit or tender their Public Shares. The need
to deliver Public Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any
request to redeem such Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender
offer documents, 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 our Public Shareholders electing to redeem their Public Shares will be distributed promptly after the completion of our initial Business
Combination.

13

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 Public Shares for the applicable pro rata share of the Trust Account. In such
case, we will promptly return any certificates delivered by Public Shareholders who elected to redeem their Public Shares.

If
our initial Business Combination is not completed, we may continue to try to complete a Business Combination with a different target
until the end of the Combination Period.

Redemption
of Public Shares and Liquidation if No Initial Business Combination

Our
Amended and Restated Articles provide that we have only the duration of the Combination Period to complete our initial Business Combination.
If we have not completed our initial Business Combination within such time period, we will (i) cease all operations except for the purpose
of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter (and subject to lawfully available
funds therefor), redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest earned on the funds held in the Trust Account (which interest shall be net of taxes payable, if any,
and less up to $100,000 of interest to pay dissolution expenses), divided by the number of then-outstanding Public Shares, which redemption
will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive further 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, liquidate and dissolve, subject in each case to our obligations under Cayman Islands
law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating
distributions with respect to our Warrants, which will expire worthless if we fail to complete our initial Business Combination within
the Combination Period.

Our
Sponsor, officers and directors have entered into the Letter Agreement with us, pursuant to which they have waived their rights to liquidating
distributions from the Trust Account with respect to any Founder Shares held by them if we fail to complete our initial Business Combination
within the Combination Period, although they are entitled to liquidating distributions from assets outside the Trust Account. However,
if our Sponsor or Management Team acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating
distributions from the Trust Account with respect to such Public Shares if we fail to complete our initial Business Combination within
the Combination Period.

Our
Sponsor, officers and directors have also agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended
and Restated Articles to modify (x) the substance or timing of our obligation to allow redemptions in connection with our initial Business
Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period
or (y) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity, in each case
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 (net of taxes payable, if any), divided by the number of then outstanding Public Shares.

We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be
funded from amounts remaining out of the approximately $230,540 of proceeds held outside the Trust Account, as of December 31, 2025,
although we cannot assure our shareholders 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 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, if any, 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 Initial Public Offering and the Private Placement, other than the proceeds deposited
in the Trust Account, the Redemption Price received by Public Shareholders upon our dissolution would be approximately $10.70 as of December
31, 2025 (before taxes payable, if any, and less up to $100,000 of interest to pay dissolution expenses). 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 our Public Shareholders that the actual per-share redemption amount received by Public Shareholders
will not be substantially less than the Redemption Price. While we intend to pay such amounts, if any, we cannot assure our Public Shareholders
that we will have funds sufficient to pay or provide for all creditors’ claims.

14

Although
we seek to have all vendors, service providers, prospective target businesses and other entities with which we do business execute agreements
with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our
Public Shareholders, 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 consider whether competitive alternatives
are reasonably available to us and will only enter into an agreement with such third party if Management believes that such third party’s
engagement would be in the best interests of our Company under the circumstances. Examples of possible instances where we may engage
a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills
are believed by 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. Withum, our independent registered public accounting
firm, and the Underwriters have not and will not execute agreements with us waiving such claims to the monies held in the Trust Account.
In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising
out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason.

In
order to protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any
claims by a third party for services rendered or products sold to us (except for our independent registered public accounting firm),
or a prospective target business with which we have entered into a written letter of intent, confidentiality or other similar agreement
or Business Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share
and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less
than $10.00 per share due to reductions in the value of the Trust Account assets, less taxes payable, if any, provided that such liability
will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies
held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such
indemnification obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations
and we believe that our Sponsor’s only assets are securities of our Company. Therefore, we cannot assure our shareholders that
our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account,
the funds available for our initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such
event, we may not be able to complete our initial Business Combination, and our Public Shareholders would receive such lesser amount
per share in connection with any redemption of their Public Shares. None of our officers or directors will indemnify us for claims by
third parties including, without limitation, claims by vendors and prospective target businesses.

In
the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount
per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per share due to
reductions in the value of the Trust Account assets, in each case less taxes payable, if any, and our Sponsor asserts that it is unable
to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our independent
directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we currently
expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification obligations
to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular
instance 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. Accordingly, we cannot assure our Public
Shareholders that due to claims of creditors the actual value of the Redemption Price will not be less than $10.00 per share.

15

We
seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to
have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable
as to any claims under our indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act.
We have access to up to approximately $230,540, as of December 31, 2025, from the proceeds of the Initial Public Offering held outside
of the Trust Account with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation,
currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that
the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims
made by creditors.

If
we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,
the proceeds held in the Trust Account could be subject to applicable bankruptcy or insolvency 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 our shareholders we will be able to return $10.00 per share to our Public Shareholders. Additionally,
if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,
any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either
a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator
or bankruptcy or other 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 us or our creditors and/or may have acted in bad faith, and thereby exposing itself
and our Company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of
creditors. We cannot assure our shareholders that claims will not be brought against us for these reasons.

Our
Public Shareholders are 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 Combination Period, (ii) in connection with a shareholder vote to amend
our Amended and Restated Articles to modify (x) the substance or timing of our obligation to allow redemptions in connection with our
initial Business Combination or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the
Combination Period or (y) any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity
or (iii) if they redeem their respective Public Shares for cash upon the completion of our initial Business Combination, subject to applicable
law and any limitations (including, but not limited, to cash requirements) created by the terms of the proposed Business Combination.
In no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account. In the event we
seek shareholder approval in connection with our initial Business Combination, a Public Shareholder’s voting in connection with
the Business Combination alone will not result in a Public Shareholder’s redeeming its Public Shares to us for an applicable pro
rata share of the Trust Account. Such Public Shareholder must have also exercised its redemption rights described above. These provisions
of our Amended and Restated Articles, like all provisions of our Amended and Restated Articles, may be amended with a shareholder vote.

Competition

In
identifying, evaluating and selecting a target business for our initial Business Combination, we are encountering competition from other
entities having a business objective similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public
companies 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 similar or
greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses is 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 issued and outstanding Warrants, and the future dilution they potentially represent,
may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully
negotiating an initial Business Combination.

16

Employees

We
currently have three officers: Messrs. Sternberg, Rapisarda and Diaz Cala. These individuals are not obligated to devote any specific
number of hours to our matters, but they devote as much of their time as they deem necessary to our affairs until we have completed our
initial Business Combination. The amount of time they devote in any time period varies based on whether a target business has been selected
for our initial Business Combination and the stage of the Business Combination process we are in. We do not intend to have any full time
employees prior to the completion of our initial Business Combination.

Periodic
Reporting and Financial Information

We
have registered our Units, Public Shares and Public Warrants under the Exchange Act and have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual
reports, including this Report, contain financial statements audited and reported on by our independent registered public accountants.
We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent
to the consummation of our initial Business Combination.

We
will provide shareholders with audited financial statements of the prospective target business as part of the proxy solicitation materials
or tender offer documents sent to shareholders to assist them in assessing the target business. In all likelihood, these financial statements
will need to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending on the circumstances, and the historical financial
statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit
the pool of potential target businesses we may conduct an initial Business Combination with because some targets may be unable to provide
such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination
within the prescribed time frame. We cannot assure our shareholders that any particular target business identified by us as a potential
Business Combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the
potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the
extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool
of potential Business Combination candidates, we do not believe that this limitation will be material.

We
are required to evaluate our internal control procedures for the fiscal year ending December 31, 2025 as required by the Sarbanes-Oxley
Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth
company, will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

We
are a Cayman Islands exempted company. Exempted companies are Cayman Islands companies conducting business mainly outside the Cayman
Islands and, as such, are exempted from complying with certain provisions of the Companies Act. As an exempted company, we have applied
for and received a tax exemption undertaking from the Cayman Islands government that, in accordance with Section 6 of the Tax Concessions
Act (Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking, no law that is enacted in the Cayman
Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us or our operations and, in addition,
that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate duty or inheritance tax will
be payable (i) on or in respect of our Ordinary Shares, debentures or other obligations or (ii) by way of the withholding in whole or
in part of a payment of dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest
or other sums due under a debenture or other obligation of us.

17

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

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

We
will remain an emerging growth company until the earlier of (i) the last day of the fiscal year (x) following June 20, 2029, (y) in which
we have total annual gross revenue of at least $1.235 billion, or (z) in which we are deemed to be a large accelerated filer, which means
the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30, and (ii)
the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our Class A Ordinary
Shares held by non-affiliates equals or exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) our annual
revenues equaled or exceeded $100 million during such completed fiscal year and the market value of our Class A Ordinary Shares held
by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter.

Further,
prior to the consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on the appointment
or removal of directors. As a result, Nasdaq considers us to be a “controlled company” within the meaning of Nasdaq corporate
governance standards. Under Nasdaq corporate governance standards, a company of which more than 50% of the voting power for the appointment
of directors is held by an individual, group or another company is a “controlled company” and may elect not to comply with
certain corporate governance requirements. We currently do not intend to rely on the “controlled company” exemption, but
may do so in the future. Accordingly, if we choose to do so, you will not have the same protections afforded to shareholders of companies
that are subject to all of the Nasdaq corporate governance requirements.