NASDAQ: IRHO

We believe that we are well positioned to identify
attractive acquisition opportunities, in particular because our team expects to utilize their access to industry contacts and proprietary
deal flow to generate business combination opportunities. We believe that our team’s networks in particular will broaden our access
to potential transaction opportunities outside typical competitive deal sourcing intermediaries. Our team is well-connected in our target
sectors and, as such, we have the opportunity to be potential targets’ preferred partner for opportunities that they might think
are appropriate for a SPAC acquisition, beginning with members of the Iron Horse I team returning with their experience in SPAC deals
and in public markets.

Business Strategy

Our team intends to leverage its skills, expertise
and networks within the team’s international hubs, particularly within the media, entertainment, and AI industries, to identify
attractive target companies and provide guidance on the benefits of being a publicly-traded entity, including broader access to capital,
increased liquidity for potential acquisitions, expanded branding opportunities in the marketplace, reputational and consumer confidence
gains, and on the process of transitioning from a private company to a public registrant. We also expect to be able to source potential
targets from our team’s contacts within private equity, with celebrities, with M&E investors, and with various industry leaders.
Upon completion of the initial public offering (“IPO”), each of our team members will communicate our acquisition criteria
to their respective networks and immediately begin screening opportunities.

Consistent with this strategy, we have identified
parameters and criteria that we think are important and relevant in evaluating prospective target businesses. We intend to apply these
parameters in evaluating prospects, although we may ultimately decide to execute our initial business combination with a company that
may not match all of our initial parameters:

● Growth Prospects: We intend to seek companies with
high growth trajectories that are driven by competitive advantages that can be accelerated or magnified through a partnership with us
and access to the public markets.

● Earnings Potential: We intend to acquire one or more
businesses that have multiple and diverse potential drivers of revenue and earnings growth and that have the potential to generate strong
and stable free cash flow.

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● M&E Focus: We intend to prioritize entities within
our team’s core spheres of expertise and from among our team’s networks, such as family entertainment, animation, gaming,
music, and businesses which we believe have benefited from the global pandemic and subsequent evolution of media and AI.

● Public Advantages: We intend to seek target companies
that are public market ready and whose leadership teams have the vision to take advantage of and appreciate the benefits of becoming
a publicly-traded entity.

● Evolving Circumstance: We intend to seek companies
which are capitalizing on industry shifts and trends created by various factors such as the COVID-19 pandemic, the migration toward new
global consumption patterns, and the proliferation of AI-based technologies.

● Valuations: We consider ourselves to be rigorous,
disciplined and valuation-centric investors, with a keen understanding of market value and successful track record. We intend to seek
companies with a respectable market share and growth potential in the segments in which they operate.

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 deemed relevant by our management in effecting our initial business
combination consistent with our business objectives. In evaluating a prospective target business, we expect to conduct a due diligence
review which may encompass, among other things, meetings with incumbent management and employees, document reviews, interviews of customers
and suppliers, inspections of facilities, as well as reviewing financial and other information which will be made available to us.

We are not prohibited from pursuing a business
combination with a company that is affiliated with our sponsor, officers or directors. In the event that we seek to complete a business
combination with a business that is affiliated 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 that
our business combination is fair to our shareholders from a financial point of view. In the event that we seek such a business combination,
the independent members of our Board of Directors would be required to approve the transaction.

Initial Business Combination

We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time following the IPO. We intend to effectuate our initial business combination
using cash from the proceeds of the IPO and the private placement of the private units, the proceeds of the sale of our shares in connection
with our initial business combination (including pursuant to forward purchase agreements or backstop agreements we may enter into following
the consummation of the IPO or otherwise), 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.

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 general meeting called to approve the business combination or (ii) without a shareholder vote by means of a tender offer.
If we seek shareholder approval, we will complete our initial business combination only if we obtain the approval an ordinary resolution
under Cayman Islands law and our amended and restated memorandum and articles of association, which requires the affirmative vote of at
least a majority of the shareholders who, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable
general meeting of the company. 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. 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, which requires the affirmative
vote of at least two-thirds of the shareholders who, being entitled to do so, vote in person or, where proxies are allowed, by proxy at
the applicable general meeting of the company. Accordingly, if we seek shareholder approval of our initial business combination, the agreement
by our initial shareholders and management team to vote in favor of our initial business combination will increase the likelihood that
an ordinary resolution will be passed, being the requisite shareholder approval for such initial business combination.

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The Company deposited $230,000,000 or $10.00 per
unit sold to the public in the IPO, in a U.S.-based trust account with Continental Stock Transfer & Trust Company acting as trustee
pursuant to an agreement to be signed on the date of the IPO. This amount will come from the net proceeds of the IPO.

We will have up to 24 months from the closing
of the IPO to consummate an initial business combination (the “Deadline”).

If we anticipate that we may be unable to consummate
our initial business combination by the Deadline, we may seek shareholder approval to amend our amended and restated memorandum and articles
of association to extend the date by which we must consummate our initial business combination. If we seek shareholder approval for an
extension, holders of public ordinary shares will be offered an opportunity to redeem their shares at a per share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest earned thereon (less franchise and income taxes
payable), divided by the number of then issued and outstanding public ordinary shares, subject to applicable law. Our initial shareholders
will lose their entire investment in us if our initial business combination is not completed by the Deadline, unless we extend the amount
of time we have to consummate an initial business combination by obtaining shareholder approval to amend our amended and restated memorandum
and articles of association. While we do not currently intend to seek such shareholder approval, we may elect to do so in the future.
There is no limit on the number of extensions that we may seek. If we do not or are unable to extend the time period to consummate our
initial business combination, our sponsor’s investment in our founder shares and our private units will be worthless.

If we are unable to consummate an initial business
combination within such time period, we will redeem 100% of our outstanding public shares for a pro rata portion of the funds held in
the trust account, 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 for the payment of franchise and income taxes, as described herein (and less up to $100,000
of interest which can be used for liquidation expenses and $175,000 for additional working capital), divided by the number of then outstanding
public shares, subject to applicable law and as further described herein, and then seek to dissolve and liquidate. We expect the pro rata
redemption price to be approximately $10.00 per ordinary share (regardless of whether or not the underwriters exercise their over-allotment
option), without taking into account any interest earned on such funds or any increase as a result of our extending the time to consummate
a business combination as described herein. However, we cannot assure you that we will in fact be able to distribute such amounts as a
result of claims of creditors which may take priority over the claims of our public shareholders.

NASDAQ listing rules require that our initial
business combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets
held in the trust account at the time of the agreement to enter into the initial business combination (excluding the deferred underwriting
commissions and taxes payable). The fair market value of the target or targets will be determined by our Board of Directors based upon
one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book
value). Although our Board of Directors will rely on generally accepted standards, our Board of Directors will have discretion to select
the standards employed. In addition, the application of the standards generally involves a substantial degree of judgment. Accordingly,
investors will be relying on the business judgment of the Board of Directors in evaluating the fair market value of the target or targets.
The proxy solicitation materials or tender offer documents used by us in connection with any proposed transaction will provide public
shareholders with our analysis of the fair market value of the target business, as well as the basis for our determinations. If our board
is not able independently to determine the fair market value of the target business or businesses, 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. Notwithstanding the foregoing, if we are not then listed on NASDAQ for whatever reason, we would no longer be required to meet
the foregoing 80% fair market value test.

We currently 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
issued and outstanding equity interests or assets of the target business or businesses. We may, however, structure our initial business
combination where 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 issued and outstanding voting securities of the
target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment
company under the Investment Company Act of 1940, as amended. Even if the post-transaction company owns or acquires 50% or more
of the voting securities of the target, our shareholders prior to our initial business combination may collectively own a minority interest
in the post-transaction company, depending on valuations ascribed to the target and us in our initial business combination transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the issued and
outstanding capital stock, shares or other equity interest of a target business or issue a substantial number of new shares to third parties
in connection with financing our initial business combination. In this case, we would acquire a 100% controlling interest in the target;
however, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to our initial business
combination could own less than a majority of our issued and outstanding shares subsequent to our initial business combination. If less
than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company,
the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% fair market value
test. If our initial business combination involves more than one target business, the 80% of net assets test will be based on the aggregate
value of all of the target businesses. Notwithstanding the foregoing, if we are not then listed on Nasdaq for whatever reason, we would
no longer be required to meet the foregoing 80% of net assets test.

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Members of our management team directly or indirectly
own ordinary shares, or other instruments, such as units, shares or rights, linked to our ordinary shares, following the IPO 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.

Our officers and directors have agreed to present
to us all target business opportunities that have a fair market value of at least 80% of the assets held in the trust account, subject
to any fiduciary or contractual obligations they may have. If any of our officers or directors becomes aware of an initial business combination
opportunity that might be attractive to any entity to which he has fiduciary or contractual obligations, he may be required to present
such initial business combination opportunity to such entity prior to presenting such initial business combination opportunity to us.

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 which is suitable for an entity to which he or
she has then current fiduciary or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present
such business combination opportunity to such other entity, subject to their fiduciary duties under Cayman Islands law. Our amended and
restated memorandum and articles of association 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. However, because the other entities to which our officers and directors currently owe fiduciary
duties or contractual obligations are not themselves in the business of engaging in business combinations, we do not believe that any
such potential conflicts would materially affect our ability to complete our initial business combination.

Sourcing of Potential Business Combination Targets

We believe our management team’s significant
operating and transaction experience and relationships will 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 in the M&E industry. We believe that the network of contacts and relationships of our management team
will provide us important sources of investment opportunities.

Members of our management team and our independent
directors will directly or indirectly own founder shares and/or private units following the IPO 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. The low price that our sponsor, executive officers and directors (directly or indirectly) paid for the founder shares creates
an incentive whereby our officers and directors could potentially make a substantial profit even if we select an acquisition target that
subsequently declines in value and is unprofitable for public shareholders. If we are unable to complete our initial business combination
within 24 months from the closing of the IPO, or by such earlier liquidation date as our board of directors may approve, the founder shares
and private units may be worthless, except to the extent they receive liquidating distributions from assets outside the trust account,
which could create an incentive for our sponsor, executive officers and directors to complete a transaction even if we select an acquisition
target that subsequently declines in value and is unprofitable for public shareholders. 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. Therefore,
the fiduciary duties or contractual obligations of our officers or directors will materially affect our ability to complete our initial
business combination.

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In addition, our sponsor and our officers and
directors may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment ventures
during the period in which we are seeking an initial business combination. 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 special purpose acquisition
company 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, based on the fact that there may be substantial overlap between any such
companies, businesses or investments that would be a suitable business combination for us, and because we may consummate a business combination
with a target in a broad array of industries, we do not believe that any such potential conflicts would materially affect our ability
to complete our initial business combination.

Sources of Target Businesses

While we have not yet selected a target business
with which to consummate our initial business combination, we believe based on our management’s business knowledge and past experience
that there are numerous potential candidates. We expect that our principal means of identifying potential target businesses will be through
the extensive contacts and relationships of our initial shareholders, officers and directors. While our officers and directors are not
required to commit any specific amount of time in identifying or performing due diligence on potential target businesses, our officers
and directors believe that the relationships they have developed over their careers will generate a number of potential business combination
opportunities that will warrant further investigation. We also anticipate that target business candidates will be brought to our attention
from various unaffiliated sources, including investment bankers, venture capital funds, private equity funds, leveraged buyout funds,
management buyout funds and other members of the financial community. Target businesses may be brought to our attention by such unaffiliated
sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to target businesses they
think we may be interested in on an unsolicited basis, since many of these sources will have read the IPO and know what types of businesses
we are targeting.

Our officers and directors must present to us
all target business opportunities that have a fair market value of at least 80% of the assets held in the trust account (net of taxes
payable) at the time of the agreement to enter into the initial business combination, subject to any fiduciary or contractual obligations.
While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business acquisitions
on any formal basis, we may engage 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 or other compensation to be determined in an arm’s length negotiation
based on the terms of the transaction.

Our audit committee will review and approve all
reimbursements and payments made to our initial shareholders, officers, directors or our or their respective affiliates, with any interested
director abstaining from such review and approval.

We have no present intention to enter into a business
combination with a target business that is affiliated with any of our officers, directors or initial shareholders. However, we are not
restricted from entering into any such transactions and may do so if (i) such transaction is approved by a majority of our disinterested
independent directors and (ii) we obtain an opinion from an independent investment banking firm, or another independent entity that
commonly renders valuation opinions, that the business combination is fair to our unaffiliated shareholders from a financial point of
view.

Selection of a Target Business and Structuring
of a Business Combination

Subject to our management team’s fiduciary
obligations and the limitations that a target business have a fair market value of at least 80% of the balance in the trust account (net
of taxes payable) at the time of the execution of a definitive agreement for our initial business combination, as described below in more
detail, and that we must acquire a controlling interest in the target business, our management will have virtually unrestricted flexibility
in identifying and selecting a prospective target business. We have not established any specific attributes or criteria (financial or
otherwise) for prospective target businesses. In evaluating a prospective target business, our management may consider a variety of factors,
including one or more of the following:

● financial condition and results of operation;

● growth potential;

● brand recognition and potential;

● experience and skill of management and availability of additional
personnel;

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● capital requirements;

● competitive position;

● barriers to entry;

● stage of development of the products, processes or services;

● existing distribution and potential for expansion;

● degree of current or potential market acceptance of the products,
processes or services;

● proprietary aspects of our tangible and intangible assets
and the extent of intellectual property or other protections for our products, formulas, brands or media;

● impact of regulation on the business;

● regulatory environment of the industry;

● costs associated with effecting the business combination;

● industry leadership, sustainability of market share and attractiveness
of industries in which a target business participates; and

● macro competitive dynamics in the industry within which the
company competes.

These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular business combination will be based, to the extent relevant, on the above factors
as well as other considerations deemed relevant by our management in effecting a business combination consistent with our business objective.
In evaluating a prospective target business, we will conduct an extensive due diligence review which will encompass, among other things,
meetings with incumbent management and inspection of facilities, as well as review of financial and other information which is made available
to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although we
have no current intention to engage any such third parties.

The time and costs required to select and evaluate
a target business and to structure and complete the business combination cannot presently be ascertained with any degree of certainty.
Any costs incurred with respect to the identification and evaluation of a prospective target business with which a business combination
is not ultimately completed will result in a loss to us and reduce the amount of capital available to otherwise complete a business combination.

Fair Market Value of Target Business

NASDAQ listing rules require that the target business
or businesses that we acquire must collectively have a fair market value equal to at least 80% of the balance of the funds in the trust
account (net of taxes payable) at the time of the execution of a definitive agreement for our initial business combination. Notwithstanding
the foregoing, if we are not then listed on NASDAQ for whatever reason, we would no longer be required to meet the foregoing 80% fair
market value test.

We currently anticipate structuring a business
combination to acquire 100% of the equity interests or assets of the target business or businesses. We may, however, structure our initial
business combination where we merge directly with the target business or a newly formed subsidiary or where we acquire 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 do not intend to complete such business combination unless 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 transaction.
For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding
capital stock of a target. In this case, we could acquire a 100% controlling interest in the target; however, as a result of the issuance
of a substantial number of new shares, our shareholders immediately prior to our initial business combination could own less than a majority
of our outstanding shares subsequent to our initial business combination. If less than 100% of the 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 valued for purposes of the 80% of trust account balance test.

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The fair market value of the target will be determined
by our Board of Directors based upon one or more standards generally accepted by the financial community (such as actual and potential
sales, earnings, cash flow and/or book value). The proxy solicitation materials or tender offer documents used by us in connection with
any proposed transaction will provide public shareholders with our analysis of the fair market value of the target business, as well as
the basis for our determinations. If our board is not able to independently determine that the target business has a sufficient fair market
value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly
renders valuation opinions, with respect to the satisfaction of such criteria. We will not be required to obtain an opinion from an investment
banking firm as to the fair market value if our Board of Directors independently determines that the target business complies with the
80% threshold.

Lack of Business Diversification

We may seek to effect a business combination with
more than one target business, although we expect to complete our business combination with just one business. Therefore, at least initially,
the prospects for our success may be entirely dependent upon the future performance of a single business operation. Unlike other entities
which may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas
of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading
of risks or offsetting of losses. By consummating a business combination with only a single entity, our lack of diversification may:

● subject us to numerous economic, competitive and regulatory
developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent
to a business combination, and

● result in our dependency upon the performance of a single
operating business or the development or market acceptance of a single or limited number of products, processes or services.

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

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 management team 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. While the personal and financial interests of our
key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company
after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed
with any potential business combination. Additionally, we cannot assure you that our officers and directors will 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.

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

In connection with any proposed business combination
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 general meeting called to approve the business combination or (ii) without
a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our initial business combination only
if we obtain the approval an ordinary resolution under Cayman Islands law and our amended and restated memorandum and articles of association,
which requires the affirmative vote of at least a majority of the shareholders who, being entitled to do so, vote in person or, where
proxies are allowed, by proxy at the applicable general meeting of the company. 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. 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, which requires the affirmative vote of at least two-thirds of the shareholders who, being entitled to do so, vote
in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. Accordingly, if we seek shareholder
approval of our initial business combination, the agreement by our initial shareholders and management team to vote in favor of our initial
business combination will increase the likelihood that an ordinary resolution will be passed, being the requisite shareholder approval
for such initial business combination. We have no specified maximum percentage threshold for redemptions in our amended and restated memorandum
and articles of association and even those public shareholders who vote in favor of our initial business combination have the right to
redeem their public shares. As a result, this may make it easier for us to consummate our initial business combination.

If we seek to consummate an initial business combination
with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available
from the trust account upon consummation of such initial business combination, this may force us to seek third party financing which may
not be available on terms acceptable to us or at all. As a result, we may not be able to consummate such initial business combination
and we may not be able to locate another suitable target within the applicable time period, if at all. Public shareholders may therefore
have to wait 24 months from the closing of the IPO in order to be able to receive a pro rata share of the trust account.

Our initial shareholders, officers and directors
have agreed (1) to vote any ordinary shares owned by them in favor of any proposed business combination, (2) not to redeem any
ordinary shares in connection with a shareholder vote to approve a proposed initial business combination and (3) not sell any ordinary
shares in any tender in connection with a proposed initial business combination.

None of our officers, directors, initial shareholders
or their affiliates has indicated any intention to purchase units or ordinary shares in the IPO or from persons in the open market or
in private transactions. However, if we hold a meeting to approve a proposed business combination and a significant number of shareholders
vote, or indicate an intention to vote, against such proposed business combination or that they wish to redeem their shares, our officers,
directors, initial shareholders or their affiliates could make such purchases in the open market or in private transactions in order to
reduce the number of redemptions. Notwithstanding the foregoing, our officers, directors, initial shareholders and their affiliates will
not make purchases of ordinary shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act,
which are rules designed to stop potential manipulation of a company’s shares.

Redemption Rights

At any meeting called to approve an initial business
combination, public shareholders may seek to redeem their shares, regardless of whether they vote for or against the proposed business
combination or do not vote at all, into their pro rata share of the aggregate amount then on deposit in the trust account as of two business
days prior to the consummation of the initial business combination, less any taxes then due but not yet paid. Alternatively, we may provide
our public shareholders with the opportunity to sell their ordinary shares to us through a tender offer (and thereby avoid the need for
a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account, less any
taxes then due but not yet paid.

Our initial shareholders and our officers and
directors will not have redemption rights with respect to any ordinary shares owned by them, directly or indirectly, whether acquired
prior to the IPO or purchased by them in the IPO or in the aftermarket.

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Any proxy solicitation materials we furnish to
shareholders in connection with a vote for any proposed business combination will indicate whether we are requiring shareholders to satisfy
such certification and delivery requirements. Accordingly, a shareholder would have from the time the shareholder received our proxy statement
up until the vote on the proposal to approve the business combination to deliver his or her shares if he or she wishes to seek to exercise
his redemption rights. This time period varies depending on the specific facts of each transaction. However, as the delivery process can
be accomplished by the shareholder, whether or not he is a record holder or his shares are held in “street name,” in a matter
of hours by simply contacting the transfer agent or his broker and requesting delivery of his shares through the DWAC System, we
believe this time period is sufficient for an average investor. However, we cannot assure you of this fact. Please see the risk factor
titled “In connection with any shareholder meeting called to approve a proposed initial business combination, we may require
shareholders who wish to redeem their shares in connection with a proposed business combination to comply with specific requirements for
redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights”
for further information on the risks of failing to comply with these requirements.

Any request to redeem such shares once made, may
be withdrawn at any time up to the vote on the proposed business combination or the expiration of the tender offer. Furthermore, if a
holder of public shares delivered his or her certificate in connection with an election of their redemption and subsequently decides prior
to the applicable date not to elect to exercise such rights, he or she may simply request that the transfer agent return the certificate
(physically or electronically).

If the 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 shares delivered by public
holders.

Liquidation if No Business Combination

Our amended and restated memorandum and articles
of association provides that we will have only 24 months from the closing of the IPO to complete an initial business combination.
If we have not completed an initial business combination by such date and shareholders have not otherwise amended our articles of association
to extend this date, 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 100% of the issued and
outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account,
including any interest not previously released to us but net of $175,000 for additional working capital and taxes payable and up to $100,000
of interest income that may be released to us for liquidation expenses, divided by the number of then issued and outstanding public shares,
which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further
liquidation distributions, if any), 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.

Our initial shareholders, officers and directors
have agreed that they will not propose any amendment to our amended and restated memorandum and articles of association that would affect
our public shareholders’ ability to redeem or sell their shares to us in connection with a business combination as described herein
or affect the substance or timing of our obligation to redeem 100% of our public shares if we do not complete a business combination within
24 months from the closing of the IPO unless we provide our public shareholders with the opportunity to redeem their ordinary shares
upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest not previously released to us but net of franchise and income taxes payable, divided by the number of then outstanding public
shares. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our initial shareholders,
executive officers, directors or any other person.

We are required to seek to have all third parties
(including any vendors or other entities we engage after the IPO) and any prospective target businesses enter into agreements with us
waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. As a result, the
claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending
to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a significant impact
on our ability to distribute the funds in the trust account to our public shareholders. Nevertheless, MaloneBailey, LLP, our independent
registered public accounting firm, and the underwriters of the offering, will not execute agreements with us waiving such claims to the
monies held in the trust account. Furthermore, there is no guarantee that other vendors, service providers and prospective target businesses
will execute such agreements. Nor is there any guarantee that, even if they execute such agreements with us, they will not seek recourse
against the trust account. IRHO SPAC Sponsor LLC, an entity affiliated with Mr. Bengochea, has agreed that it will be liable to ensure
that the proceeds in the trust account are not reduced below $10.00 per share by the claims of target businesses or claims of vendors
or other entities that are owed money by us for services rendered or contracted for or products sold to us, but we cannot assure you that
it will be able to satisfy its indemnification obligations if it is required to do so. We have not independently verified whether IRHO
SPAC Sponsor LLC has sufficient funds to satisfy its indemnity obligations, we have not asked it to reserve for such obligations and we
do not believe it has any significant liquid assets. Accordingly, we believe it is unlikely that it will be able to satisfy its indemnification
obligations if it is required to do so. Additionally, the agreement IRHO SPAC Sponsor LLC entered into specifically provides for two exceptions
to the indemnity given: it will have no liability (1) as to any claimed amounts owed to a target business or vendor or other entity
who has executed an agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in
the trust account, or (2) as to any claims for indemnification by the underwriters of the IPO against certain liabilities, including
liabilities under the Securities Act. As a result, if we liquidate, the per-share distribution from the trust account could be less than
$10.00 due to claims or potential claims of creditors.

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We anticipate notifying the trustee of the trust
account to begin liquidating such assets promptly after our 24 month anniversary (or up to 30 months, if we extend the time to complete
a business combination as described in the IPO) and anticipate it will take no more than 10 business days to effectuate such distribution.
The holders of the founders shares have waived their rights to participate in any liquidation distribution from the trust account with
respect to such shares. There will be no distribution from the trust account with respect to our rights, which will expire worthless.
We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient,
we will use the $175,000 for additional working capital and up to $100,000 of interest earned on the funds held in the trust account that
may be released to us for our liquidation expenses.

If we are unable to complete an initial business
combination and expend all of the net proceeds of the IPO, other than the proceeds deposited in the trust account, and without taking
into account interest, if any, earned on the trust account, or any increase as a result of our extending the time to consummate a business
combination as described herein, the initial per-share redemption price would be $10.00. As discussed above, the proceeds deposited in
the trust account could become subject to claims of our creditors that are in preference to the claims of public shareholders.

Our public shareholders shall be entitled to receive
funds from the trust account only in the event of our failure to complete a business combination within the required time period, if the
shareholders seek to have us redeem or purchase their respective shares upon a business combination which is actually completed by us
or upon certain amendments to our amended and restated memorandum and articles of association prior to consummating an initial business
combination. In no other circumstances shall a shareholder have any right or interest of any kind to or in the trust account.

If we are forced to file a bankruptcy or winding-up
petition or an involuntary bankruptcy or winding-up petition is filed against us which 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 or insolvency estate and subject
to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete
the trust account, we cannot assure you we will be able to return to our public shareholders at least $10.00 per share.

If we are forced to file a bankruptcy or winding-up
petition or an involuntary bankruptcy or winding-up petition is filed against us which 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 insolvency or other court
could seek to recover some or all amounts received by our shareholders. Furthermore, because we intend to distribute the proceeds held
in the trust account to our public shareholders promptly by the Deadline or the end of any Extension, this may be viewed or interpreted
as giving preference to our public shareholders over any potential creditors with respect to access to or distributions from our assets.
Furthermore, our Board may be viewed as having breached their fiduciary duties to our creditors and/or may have acted in bad faith, and
thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from the trust account prior to addressing
the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

Amended and Restated Memorandum and Articles
of Association

Our amended and restated memorandum and articles
of association contains certain requirements and restrictions relating to the IPO that will apply to us until the consummation of our
initial business combination. These provisions cannot be amended without the approval of a majority of our shareholders. If we seek to
amend any provisions of our amended and restated memorandum and articles of association that would affect our public shareholders’
ability to redeem or sell their shares to us as described herein or affect the substance or timing of our obligation to redeem 100% of
our public shares if we do not complete a business combination within 24 months from the closing of the IPO, we will provide public
shareholders with the opportunity to redeem their public shares in connection with any such vote. This redemption right shall apply in
the event of the approval of any such amendment, whether proposed by any executive officer, director, initial shareholder, or any other
person. Our initial shareholders, officers and directors have agreed to waive any redemption rights with respect to any founders shares,
private shares and any public shares they may hold in connection with any vote to amend our amended and restated memorandum and articles
of association. Specifically, our amended and restated memorandum and articles of association provides, among other things, that:

● we shall either (1) seek shareholder approval of our
initial business combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of
whether they vote for or against the proposed business combination or don’t vote at all, into their pro rata share of the aggregate
amount then on deposit in the trust account (net of taxes payable), or (2) provide our shareholders with the opportunity to sell
their shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata
share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described
herein and in our amended and restated memorandum and articles of association;

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● we will consummate our initial business combination only
if a majority of the outstanding ordinary shares voted are voted in favor of the business combination;

● if our initial business combination is not consummated by
the Deadline or end of any Extension, then we will redeem all of the outstanding public shares and thereafter liquidate and dissolve
our company;

●
Following the closing of the Initial Public Offering, on December 18, 2025, an amount of $230,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units and the Private Placement Units was placed in the Trust Account;

● we may not consummate any other business combination, merger,
stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination; and

● prior to our initial business combination, we may not issue
additional stock that participates in any manner in the proceeds of the trust account, or that votes as a class with the ordinary shares
sold in the IPO on an initial business combination.

Competition

In identifying, evaluating and selecting a target
business, we may encounter intense competition from other entities having a business objective similar to ours. Many of these entities
are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Many
of these competitors possess greater technical, human and other resources than us and our financial resources will be relatively limited
when contrasted with those of many of these competitors. While we believe there may be numerous potential target businesses that we could
acquire with the net proceeds of the IPO, our ability to compete in acquiring certain sizable target businesses may be limited by our
available financial resources.

The following also may not be viewed favorably
by certain target businesses:

● our obligation to seek shareholder approval of a business
combination or engage in a tender offer may delay the completion of a transaction;

● our obligation to redeem or repurchase ordinary shares held
by our public shareholders may reduce the resources available to us for a business combination; and

● our rights to one-tenth (1/10) of one ordinary share upon
consummation of our initial business combination included within our units, and the potential future dilution they represent.

Any of these factors may place us at a competitive
disadvantage in successfully negotiating a business combination. Our management believes, however, that our status as a public entity
and potential access to the United States public equity markets may give us a competitive advantage over privately held entities
having a similar business objective as ours in acquiring a target business with significant growth potential on favorable terms.

If we succeed in effecting a business combination,
there will be, in all likelihood, intense competition from competitors of the target business, including from companies that may be subject
to less stringent disclosure and other securities law requirements as the surviving company in our business combination and that therefore
may have a competitive advantage. We cannot assure you that, subsequent to a business combination, we will have the resources or ability
to compete effectively.

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Status as a Public Company

We were initially incorporated as a Delaware corporation
on November 26, 2024. On July 25, 2025, we transferred, by way of continuation, to the Cayman Islands. On September 12, 2025, Iron Horse
Acquisition II Corp. was incorporated in the Cayman Islands. On September 30, 2025, we merged with Iron Horse Acquisition II Corp, which
is the surviving entity, and we are now incorporated as a Cayman Islands exempted company. Our executive offices are located at 851 Broken
Sound Parkway Nw Boca Raton, FL 33487 and our telephone number is (310) 290-5383. 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 (As Revised) of the Cayman Islands, for a period of 30 years from the date of the undertaking,
no law which is enacted in the Cayman Islands imposing any tax to be levied on profits, income, gains or appreciations will apply to us
or our operations and, in addition, that no tax to be levied on profits, income, gains or appreciations or which is in the nature of estate
duty or inheritance tax will be payable (i) on or in respect of our shares, debentures or other obligations or (ii) by way of the withholding
in whole or in part of a payment of 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.

We believe our structure will
make us an attractive business combination partner to target businesses. As a public company, we offer a target business an alternative
to the traditional initial public offering through a merger or other business combination with us. Following an initial business combination,
we believe the target business would have greater access to capital and additional means of creating management incentives that are better
aligned with shareholders’ interests than it would as a private company. A target business can further benefit by augmenting its
profile among potential new customers and vendors and aid in attracting talented employees. In a business combination transaction with
us, the owners of the target business may, for example, exchange their shares in the target business for our Ordinary Shares (or shares
of a new holding company) or for a combination of our Ordinary Shares and cash, allowing us to tailor the consideration to the specific
needs of the sellers.

Although there are various
costs and obligations associated with being a public company, we believe target businesses will find this method a more expeditious and
cost effective method to becoming a public company than the typical initial public offering. The typical initial public offering process
takes a significantly longer period of time than the typical business combination transaction process, and there are significant expenses
in the initial public offering process, including underwriting discounts and commissions, marketing and road show efforts that may not
be present to the same extent in connection with an initial 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 and 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.

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

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

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We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in which
we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which means
the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the end of that year’s second
fiscal quarter; and (2) the date on which we have issued more than $1.00 billion in non-convertible debt securities during the prior three-year
period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.

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

Financial Position

With $230,000,000 available in the Trust Account
as of December 18, 2025, 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 or leverage 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 will allow us to tailor the consideration to be paid to the target
business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance
it will be available to us.

Additional Financing

We have not selected any specific business combination
target but intend to target businesses with enterprise values that are greater than what we could acquire with the net proceeds of the
IPO and the sale of the private units. 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 redemption by public shareholders, we may be required to seek additional financing to complete
such proposed initial business combination. Such additional financing may be in the form of PIPE transactions or convertible debt transactions.
These financing transactions would be designed to ensure a return on investment to the investor in exchange for assisting the company
in completing the business combination or providing sufficient liquidity to the post-combination company. The price of the ordinary shares
we issue may therefore be less, and potentially significantly less, than the market price for our shares at such time. Any such issuances
of equity securities could dilute the interests of our existing shareholders. These financing transactions may be significantly dilutive
to the post-combination company, and represent the type of financing risk that is not associated with traditional initial public offerings.
We cannot assure you that financing will be available to us on acceptable terms, if at all. None of our initial shareholders, directors
or officers or their affiliates are obligated to provide any such financing to us. To the extent that additional financing proves to be
unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon
that particular business combination and seek an alternative target business candidate. If we raise additional funds through equity or
convertible debt issuances, our public shareholders may suffer significant dilution and these securities could have rights that rank senior
to our public ordinary shares. If we raise additional funds through the incurrence of indebtedness, such indebtedness would have rights
that are senior to our equity securities and could contain covenants that restrict our operations. Further, as described above, due to
the anti-dilution rights of our founder shares, our public shareholders may incur material additional dilution.

We may obtain financing prior to the closing of
our initial business combination to fund our working capital needs and transaction costs in connection with our search for and completion
of our initial business combination. 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, backstop or similar agreements we may enter into following the consummation of the IPO or otherwise.
Subject to compliance with applicable securities laws, we would only complete such financing simultaneously with the completion of our
business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available
to us, we will be forced to cease operations and liquidate the trust account. In addition, following our initial business combination,
if cash on hand is insufficient, we may need to obtain additional financing in order to meet our obligations.

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In addition, even if we do not need additional
financing to complete our initial business combination, we may require such financing to fund the operations or growth of the target business.
The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business.
None of our directors, officers or shareholders is required to provide any financing to us in connection with or after our initial business
combination.

Facilities

We currently maintain our principal executive
offices at 851 Broken Sound Parkway Nw Boca Raton, Suite 230, FL 33487. Our sponsor will provide us the use of this office space
and certain administrative services in our search for a target business at no cost. We consider this office space adequate for our current
operations.

Employees

We have two 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 a suitable target
business has been located, management may spend more time investigating such target business and negotiating and processing the business
combination (and consequently spend more time on our affairs) than had been spent prior to locating a suitable target business. We presently
expect 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.

Periodic Reporting and Audited Financial Statements

We have registered our units, ordinary shares
and rights 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 report will contain financial statements
audited and reported on by our independent registered public accountants.

We will provide shareholders with audited financial
statements of the prospective target business as part of any proxy solicitation materials or tender offer documents sent to shareholders
to assist them in assessing the target business. These financial statements will need to be prepared in accordance with or reconciled
to United States generally accepted accounting principles or international financial reporting standards as promulgated by the International
Accounting Standards Board. We cannot assure you that any particular target business identified by us as a potential acquisition candidate
will have the necessary financial statements. To the extent that this requirement cannot be met, we may not be able to acquire the proposed
target business.

We may be required to have our internal control
procedures audited for the fiscal year ending December 31, 2024, as required by the Sarbanes-Oxley Act. A target company may not
be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal
controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any
such acquisition.

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 (As Revised) of the Cayman Islands, for a
period of 30 years from the date of the undertaking, no law which is enacted in the Cayman Islands imposing any tax to be levied on profits,
income, gains or appreciations will apply to us or our operations and, in addition, that no tax to be levied on profits, income, gains
or appreciations or which is in the nature of estate duty or inheritance tax will be payable (i) on or in respect of our shares, debentures
or other obligations or (ii) by way of the withholding in whole or in part of a payment of 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.
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.

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Legal Proceedings

There is no material litigation, arbitration or
governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members
of our management team have not been subject to any such proceeding in the 24 months preceding the date of the IPO.

However, During the course of their careers, members
of our management team and board of directors and advisors have had significant experience as founders, board members, officers, executives
or employees of other companies. Certain of those persons have been, are currently or may in the future become involved in litigation,
investigations or other proceedings, including relating to the business affairs of such companies, transactions entered into by such companies,
or otherwise.