NASDAQ: LPAA

A total of $230,000,000, comprised
of the proceeds from the Initial Public Offering and 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. We are led by (i) Ryan Gilbert, our Chairman of the Board, (ii) Chris
Ehrlich, our Chief Executive Officer, and (iii) Jurgen van de Vyver, our Chief Financial Officer. We must complete our initial Business
Combination by (i) July 15, 2026, the end of our Combination Period, which is 24 months from the closing of our Initial Public Offering,
(ii) such earlier liquidation date as our Board may approve or (iii) 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, who 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.

Termination of the Minovia Business Combination

On June 25, 2025, we entered
into the Minovia BCA with the Minovia BCA Parties. As of January 30, 2026, the Minovia BCA Parties mutually agreed to terminate the Minovia
BCA in its entirety. Concurrently with the termination of the Minovia BCA, each of the Ancillary Agreements (as defined in the Minovia
BCA) were automatically terminated. As a result, the Minovia BCA and Ancillary Agreements are of no further force and effect. In addition,
each party released the other parties from any and all liabilities and damages relating to the transaction documents, breaches thereunder
and the proposed transactions.

 1

The foregoing summary of the Minovia Termination Agreement is qualified
in its entirety by the text of the Minovia Termination Agreement, a copy of which is attached as Exhibit 10.11 hereto and is incorporated
herein by reference.

We are seeking, with our Sponsor,
alternative ways to consummate an initial Business Combination.

Our Team

Our Management Team is predominantly
composed of a team of high-level senior life sciences executives, including (i) Ryan Gilbert, our Chairman of the Board, (ii) Chris Ehrlich,
our Chief Executive Officer, and (iii) Jurgen van de Vyver, our Chief Financial Officer. Our Board of Directors provides valuable guidance,
technical domain expertise, value-added input regarding senior team leadership capabilities of prospective Business Combination targets,
and have access to differentiated ideas and opportunities through complementary networks. They also have specific SPAC experience and
a proven track record of Business Combination success.

We believe that our Management
Team and Board of Directors are well positioned among other SPAC vehicles focused on the healthcare or biotechnology industry. Certain
members of our Management Team are dedicated full-time to the process of identifying, evaluating and negotiating with an acquisition target
for our initial Business Combination. Our Management Team and Board of Directors have significant, meaningful experience as, among other
titles, investors, executives, corporate strategists and business development heads within public and private biotechnology companies.
In addition, our Management Team is aided by Shami Patel, our advisor.

SPAC Experience

Members of our Management
Team and our Advisors have specific SPAC experience and a proven track record of Business Combination success:

●FinTech
Acquisition Corp.: Shami Patel, one of our Advisors, served as a director of FinTech Acquisition Corp. (“FinTech
I”). After its initial public offering of $100.0 million in February 2015, FinTech I completed its initial
Business Combination with CardConnect Corp. (NASDAQ: CNN) in July 2016. In connection with the Business Combination, approximately
11.2% of FinTech I’s public shares were redeemed. CardConnect Corp. was subsequently acquired by First Data Corporation in
July 2017 for $15 per share.

●FinTech
Acquisition Corp. II: Mr. Patel served as a director of FinTech Acquisition Corp. II (“FinTech II”).
Fintech II completed its $175.0 million initial public offering in January 2017, and consummated its initial Business
Combination with International Money Express, Inc. (NASDAQ: IMXI) in July 2018. In connection with the Business Combination,
approximately 28.8% of FinTech II’s public shares were redeemed. Mr. Patel served as a board observer of the post-Business
Combination company until March 2020. International Money Express, Inc.’s closing price on March 25, 2026 was $15.85 per
share.

●FinTech
Acquisition Corp. III: Mr. Patel served as an advisor to FinTech Acquisition Corp. III (“FinTech III”).
FinTech III, after its initial public offering of $345.0 million in November 2018, consummated its initial Business Combination
with Paya Inc. (NASDAQ: PAYA) in November 2020. In connection with the Business Combination, approximately 16.5% of FinTech III’s
public shares were redeemed. PIPE investors committed to purchase an aggregate of $250.0 million in common stock, at a price of
$10.00 per share. In February 2023, Paya Inc, was purchased by Nuvei for $9.75 per share.

●FinTech
Acquisition Corp. IV: Mr. Patel served as an advisor to FinTech Acquisition Corp. IV (“FinTech IV”).
FinTech IV completed its initial public offering of $239.0 million in September 2020, and consummated its initial Business
Combination with PWP Holdings LP (NASDAQ: PWP) in June 2021. None of FinTech IV’s public shares were redeemed in
connection with the Business Combination. PIPE investors committed to purchase an aggregate of $125.0 million in common stock, at
a price of $10.00 per share. PWP Holdings LP’s closing price on March 25, 2026 was $17.43 per share.

●FTAC
Olympus Acquisition Corp.: Ryan Gilbert, one of our Advisors, served as Chief Executive Officer, President
and a director, and Mr. Patel served as Chief Operating Officer, of FTAC Olympus Acquisition Corp. (NASDAQ: FTOC) (“FTOC”).
FTOC, after its initial public offering of $755 million in August 2020, consummated its initial Business Combination with Payoneer
Global Inc. (NASDAQ: PAYO) in June 2021. In connection with the Business Combination, approximately 23.9% of FTAC Olympus’
public shares were redeemed. PIPE investors committed to purchase an aggregate of $300.0 million in common stock, at a price of
$10.00 per share. Payoneer Global Inc.’s closing price on March 25, 2026 was $4.89 per share.

●Locust
Walk Acquisition Corp.: Mr. Gilbert and Mr. Patel served as advisors to Locust Walk Acquisition
Corp. (NASDAQ: LWAC), which merged with eFFECTOR therapeutics (NASDAQ: EFTR) in August 2021 (in which approximately 97.0%
of LWAC’s public shares were redeemed). PIPE investors committed to purchase an aggregate of $60.7 million in common stock,
at a price of $10.00 per share. eFFECTOR therapeutics effected a wind down in June 2024 and no longer trades on an exchange.

 2

●Phoenix
Biotech Acquisition Corp.: Mr. Gilbert and Mr. Patel served as advisors to Phoenix Biotech Acquisition
Corp. (NASDAQ: PBAX), which merged with CERo Therapeutics (Nasdaq: CERO) in February 2024 Phoenix Biotech Acquisition Corp.
experienced redemptions of approximately 92.6% of its public shares in connection with an extension in December 2022, approximately
40.6% of the remaining public shares in connection with an extension in July 2023, approximately 1.5% of the remaining public shares
in connection with an extension in January 2024 and approximately 89.1% of the remaining public shares in connection with the consummation
of the Business Combination. PIPE investors purchased, 12,580 shares of Series A convertible preferred stock, warrants to purchase
125,000 shares and warrants to purchase 2,000 shares of Series A Preferred Stock, for aggregate cash proceeds to Phoenix
Biotech Acquisition Corp. of approximately $9.4 million. The trading of CERo Therapeutics’ common stock on Nasdaq was suspended
at the open of trading on October 31, 2025, following a determination by the Nasdaq Hearings Panel regarding CERo Therapeutics’
failure to satisfy Nasdaq Rule 5550(b)’s $2,500,000 minimum stockholders’ equity requirement. CERo Therapeutics has requested
review of the panel’s decision by the Nasdaq Listing and Hearing Review Council. CERo Therapeutics’ common stock began trading
on OTCQB under the symbol “CERO” on December 2, 2025 and its last quoted bid price on March 25, 2026 was $0.0331 per
share.

●Newcourt
Acquisition Corp.: Mr. Van de Vyver served as chief financial officer of, and Mr. Gilbert and Mr. Patel
served as advisors to Newcourt Acquisition Corp. (NASDAQ: NCAC), which merged with Psyence Biomedical (Nasdaq: PBM) in January 2024.
NCAC experienced redemptions of approximately 94.0% of its public shares in connection with an extension in January 2023, approximately
25.9% of the remaining public shares in connection with an extension in July 2023, approximately 34.6% of the remaining public shares
in connection with an extension in January 2024 and approximately 83.5% of the remaining public shares in connection with the consummation
of the Business Combination. Psyence Biomedical’s closing price on March 25, 2026 was $2.43 per share.

●Launch
Two Acquisition Corp.: Mr. Van de Vyver serves as chief financial officer of, and Mr. Patel and
Mr. Gilbert serve as advisors to, Launch Two Acquisition Corp. (Nasdaq: LPBB), a blank check company that raised $230.0 million
in its initial public offering in October 2024 and is currently searching for a Business Combination target among technology and
software infrastructure companies whose products and services target financial services, real estate and asset management companies.

●Wen
Acquisition Corp: Mr. Van de Vyver serves as chief financial officer of, and Mr. Patel and Mr. Gilbert
serve as advisors to, Wen Acquisition Corp (Nasdaq: WENN), a blank check company that raised $300.15 million in its initial public
offering in May 2025 and is currently searching for a Business Combination target among infrastructure companies in the fintech
sector that are focused on enablement of digital assets, such as stablecoins, through the incorporation and integration of blockchain
networks into the traditional financial systems.

●Launchpad
Cadenza Acquisition Corp I: Mr. Van de Vyver serves as chief financial officer of, and Mr. Gilbert and Mr. Patel serve as advisors
to, Launchpad Cadenza Acquisition Corp I (Nasdaq: LPCV), a blank check company which raised $200.0 million in its initial public offering
in December 2025 and is currently searching for a Business Combination target in the technology and software infrastructure sector with
companies operating within the blockchain, financial technology, and digital assets ecosystems.

Competitive Strengths

We believe our Management
Team, with the assistance of our Board and advisor, is well positioned to identify unique opportunities within the healthcare or healthcare
related industries and, in particular, life sciences, globally. Each member of our Management Team and Board has spent significant portions
of their careers working with businesses in the life sciences industry and have developed a wide network of professional services contacts
and business relationships in that industry. Our selection process leverages our relationships with venture capitalists and growth equity
funds, executives of private and public companies, as well as investment banking firms, which we believe provide us with a key advantage
in sourcing potential Business Combination targets. Given our profile and industry expertise, target Business Combination candidates are
brought to our attention from various unaffiliated sources, including investors in and managers of other private and public companies
in our networks.

We also deploy a proactive
sourcing strategy to focus on unique opportunities that are best positioned for our initial Business Combination. We leverage our collective
deep industry expertise and analytical capabilities to identify characteristics of life science companies historically correlating with
outperforming publicly traded peers. We also leverage our significant operating, corporate strategy, and business development expertise
to efficiently triage opportunities to focus on those opportunities that we believe present the highest risk-adjusted return potential
for our shareholders. We attempt to use these insights to identify attractive acquisition targets for our initial Business Combination.
We believe the combination of the relationships, capital markets expertise, and operating experience of our advisors can help accelerate
the process and make us a preferred partner for these potential targets. We are focused on emerging growth healthcare companies in healthcare
niches, including biotechnology.

Following the completion of
our Initial Public Offering, members of our Management Team began (i) communicating with their network of relationships to articulate
our initial Business Combination criteria, including the parameters of our search for a target business, and (ii) a disciplined process
of pursuing and reviewing promising leads.

 3

Acquisition Criteria

We have identified the following
criteria to evaluate prospective target businesses. We may, however, decide to enter into our initial Business Combination with a target
business that does not meet any or all of these specific criteria. We currently intend to seek companies that we believe:

●
are developing products that are unique, and ideally, differentiated from competitors based on scientific rationale, preclinical and/or clinical data, and address unmet medical and commercial needs, suggesting favorable growth opportunities in the markets in which they operate or intend to operate;

●
have developed or are developing products that have progressed sufficiently to be able to evaluate the risks associated with the investment while simultaneously understanding the path toward value creating milestones;

●
offer unrecognized or under-recognized value within the investment community;

●
are led by exceptional management teams and have strong corporate governance and reporting policies in place; and

●
can benefit from our industry expertise and relationships as well as access to the public capital markets and are expected to be well received by public investors.

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, 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, would be in the form of proxy solicitation materials or tender offer
documents that we would file with the SEC.

Acquisition Process

In evaluating a prospective
target business, we conduct a due diligence review which may encompass, 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.

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, 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 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. If we seek shareholder approval, we will complete our initial Business Combination only if we receive an Ordinary Resolution.
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.

 4

We have until July 15, 2026,
or until such earlier liquidation date as our Board of Directors may approve, to consummate our initial Business Combination. If we anticipate
that we may be unable to consummate our initial Business Combination within the Combination Period, we may seek shareholder approval to
amend our Amended and Restated Articles to extend the date by which we must consummate our initial Business Combination. If we seek shareholder
approval for an extension, our Public Shareholders will be offered an opportunity to redeem their 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 thereon (less taxes payable,
if any), divided by the number of then issued and outstanding Public Shares, subject to applicable law.

If we do not complete our
initial Business Combination within the Combination Period, while we do not currently intend to seek shareholder approval to amend our
Amended and Restated Articles to extend the amount of time we have to consummate an initial Business Combination, we may elect to do so
in the future. There is no limit on the number of extensions that we may seek; however, we do not expect to extend the Combination Period
beyond 36 months from the closing of the Initial Public Offering. If we determine not to or are unable to extend the Combination
Period or fail to obtain shareholder approval to extend the Combination Period, our Sponsor’s investment in our Founder Shares and
our Private Placement Warrants will be worthless

If we are unable to complete
our initial Business Combination within the Combination Period, we will redeem 100% of 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 thereon (less taxes payable, if
any, and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued and outstanding Public Shares,
subject to applicable law and certain conditions as further described herein. While we expect the pro rata Redemption Price to be approximately
$10.67 per Public Share, based on the amount in the Trust Account as of December 31, 2025, we cannot assure our Public Shareholders 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.

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.

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. If the Business Combination involves more than one target business, the
80% Test will be based on the aggregate value of all of the target businesses.

 5

We are not prohibited from
pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers, directors, or advisor, or completing
the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers, directors or advisor. If
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, directors or advisor, 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.

Members of our Management
Team and our independent directors directly or indirectly own Founder Shares and/or Private Placement Warrants after the Initial Public
Offering 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 the Combination Period, the Founder Shares and Private Placement Warrants
may expire 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.

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 will 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.

Sourcing of Potential Initial Business Combination
Targets

Target business candidates
are brought to our attention from various unaffiliated sources, including investment bankers and private investment funds. 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 in which they think we may be interested on an unsolicited basis, since many of these sources
have read the prospectus of our Initial Public Offering and know what types of businesses we are targeting. Our officers and directors,
as well as their affiliates, may 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. 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 these
firms or other individuals 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.

 6

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.

Financial Position

With funds available for a
Business Combination as of December 31, 2025 in the amount of $245,449,353 (before redemptions, taxes payable on the interest earned,
if any, and payment of the Deferred Fee), 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 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.

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. 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.

 7

We cannot assure our shareholders
that any of our key personnel will remain in senior management or advisory positions with the combined company.

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.

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 the 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 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.

 8

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.

The purpose of any such transactions
could be to (1) increase the likelihood of obtaining shareholder approval of the Business Combination, (2) 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 (3) 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 which Public Shareholders to purchase Public Shares from 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 our securities 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 or their affiliates may purchase our securities from Public Shareholders outside the redemption process, along with the purpose of such purchases;

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

 9

●
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 or their affiliates would not be voted in favor of approving the Business Combination transaction;

●
our Sponsor, directors, officers, advisors or 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

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

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

othe
purpose of the purchases by our Sponsor, directors, officers, advisors or their affiliates;

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

othe
identities of our security holders who sold to our Sponsor, directors, officers, advisors or 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
or their affiliates; and

othe
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 all or a portion of their Public Shares, regardless of whether they abstain, vote for, or
vote against, our initial Business Combination, 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 an initial Business Combination, including interest earned on the funds held in the Trust Account (less 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 approximately $10.67 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 any Founder Shares and 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 holders 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 following consummation of the Initial Public Offering, in order to, among other reasons,
satisfy such net tangible assets or minimum cash requirements.

 10

Manner of Conducting Redemptions

We will provide our Public
Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination
either (i) in connection with a general meeting called to approve the Business Combination or (ii) 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 the shareholder approval requirements of the Nasdaq Rules.

The requirement that we provide
our Public Shareholders with the opportunity to redeem their Public Shares by one of the two methods listed above is 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, aside from shares they may purchase in compliance with the requirements of Rule
14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) 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
8,625,001, or 37.5%, 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 Ordinary Shares are voted and the parties to the
Letter Agreement do not acquire any Class A Ordinary Shares. 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
Company, 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 vote 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 which contain substantially the same financial and other information about the initial Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

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 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. 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.

 12

Limitation on Redemption Upon Completion
of Our Initial Business Combination if We Seek Shareholder Approval

If we seek shareholder approval
of our initial Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to
the tender offer rules, our Amended and Restated Articles provides that a Public Shareholder, together with any affiliate of such shareholder
or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange
Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the Ordinary Shares sold in our
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 Sares 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.

 13

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 Public Shareholders electing to
redeem their Public Shares will be distributed promptly after the completion of our initial Business Combination.

If our initial Business Combination
is not approved or completed for any reason, then our Public Shareholders who elected to exercise their redemption rights would not be
entitled to redeem their 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.

Following the termination
of the Minovia BCA, we will 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 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 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 (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to
redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period or (ii) 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 (less 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 $30,146 of proceeds held outside the Trust Account (as of December 31, 2025), although we cannot assure our Public
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 income 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.

 14

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 upon our dissolution would be approximately $10.67 as of December 31, 2025. 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.

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 our best interests 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
did 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.

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 Public 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 per-share 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. As of December 31, 2025, we had access
to up to approximately $30,146 from the proceeds of the Initial Public Offering 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 Public 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 redemption in connection with our initial Business Combination
or to redeem 100% of our Public Shares if we do not complete our initial Business Combination within the 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 encounter 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 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 or are forced to exercise their redemption rights may reduce the resources available to us for our initial Business Combination
and our 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.

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Employees

We currently have two officers:
Messrs. Ehrlich and van de Vyver. 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 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 Withum, our independent registered public accountant. We have no current
intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior 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 dividend 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.

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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 (1) the last day of the fiscal year (a) following July 16, 2029, (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 Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30th, and (2) the date on which
we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

We are also 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 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 (2) 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.

In addition, prior to the
consummation of a Business Combination, only holders of our Class B Ordinary Shares have the right to vote on (i) the appointment or removal
of directors and (ii) an amendment to continue our existence in a jurisdiction outside of the Cayman Islands. As a result, Nasdaq considers
us to be a “controlled company” within the meaning of the Nasdaq Rules. Under the Nasdaq Rules, 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 rely on the “controlled company”
exemption, but may do so in the future. Accordingly, if we choose to do so, our shareholders will not have the same protections afforded
to shareholders of companies that are subject to all of the Nasdaq corporate governance requirements.