NASDAQ: MLACU

Company History

On December 16, 2024, we
consummated our initial public offering of 23,000,000 units (the “Units”). Each Unit consists of one share of Class A Ordinary
Shares of the Company, par value $0.0001 per share, and one right (“Right”), with each Right entitling the holder thereof
to receive one-tenth of one Class A Ordinary Share upon the consummation of an initial business combination. The Units were sold at a
price of $10.00 per Unit, generating gross proceeds to the Company of $230,000,000. The Company granted BTIG, the representative of the
several underwriters of the initial public offering (the “Representatives”), a 45-day option to purchase up to 3,000,000 additional
Units solely to cover over-allotments, if any.

Simultaneously with the closing
of our initial public offering, the Company completed the private sale of an aggregate of 805,000 units (the “Private Units”)
to Mountain Lake Acquisition Sponsor LLC and BTIG at a purchase price of $10.00 per Private Unit, generating gross proceeds to the Company
of $8,050,000.

The Private Units are identical
to the Units sold in our initial public offering except with respect to certain registration rights and transfer restrictions. Additionally,
the holders of the Private Units have agreed to certain restrictions on the Private Units, as described in the Registration Statements.
Additionally, such holders agreed not to transfer, assign or sell any of the Private Units or underlying securities (except in limited
circumstances, as described in the Registration Statements) until 30 days after the completion of the Company’s initial business
combination. The holders were granted certain demand and piggyback registration rights in connection with the purchase of the Private
Units. The issuance of the Private Units was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities
Act of 1933, as amended.

On December 13, 2024, the
underwriters partially exercised the over-allotment option to purchase an additional 2,000,000 Units.

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As of December 16, 2024,
a total of $231,150,000, comprised of $230,000,000 of the proceeds from our initial public offering (which amount includes $8,050,000
of the underwriters’ deferred discount) and $8,050,000 of the proceeds from the sale of the Private Units, was placed in a U.S.-based
trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned
on the funds held in the trust account that may be released to the Company to pay its taxes, the funds held in the trust account will
not be released from the trust account until the earliest of (i) the completion of the Company’s initial business combination, (ii)
the redemption of any Class A Ordinary Shares included in the Units sold in our initial public offering (“public shares”)
properly submitted in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of
association to modify the substance or timing of the Company’s obligation to redeem 100% of the public shares if the Company does
not complete its initial business combination within 18 months from the closing of the initial public offering, subject to certain conditions
as described in the Company’s amended and restated memorandum and articles of association, or with respect to any other material
provisions relating to shareholders’ rights or pre-initial business combination activity and (iii) the redemption of the public
shares if the Company is unable to complete an initial business combination within 18 months from the closing of the initial public offering,
subject to certain conditions as described in the Company’s amended and restated memorandum and articles of association, subject
to applicable law. If we seek shareholder approval for an extension, holders of Class A 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 (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Class A Ordinary
Shares, subject to applicable law.

Proposed Business Combination

Business Combination Agreement

On October 1, 2025, we entered
into a Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination
Agreement”) with AVAT, Avalanche SPAC Merger Sub LLC, a Delaware limited liability company (“SPAC Merger Sub”), Avalanche
Company Merger Sub LLC, a Delaware limited liability company (“Company Merger Sub”), Avalanche Treasury Company LLC, a Delaware
limited liability company (the “Avalanche Company”), and Dragonfly Digital Management, LLC, a Delaware limited liability company
(“Seller”). The Business Combination Agreement and the business combination were unanimously approved by our board of directors
on September 30, 2025.The Business Combination Agreement contemplates a business combination pursuant to which, among other things, (i) we will
domesticate as a Delaware corporation and merge with and into SPAC Merger Sub, with the Company surviving as a wholly owned subsidiary
of Avalanche (the “SPAC Merger”), and (ii) immediately thereafter, Company Merger Sub will merge with and into the Avalanche
Company, with the Avalanche Company surviving as a wholly owned subsidiary of Avalanche (the “Company Merger,” and together
with the SPAC Merger and the other transactions contemplated by the Business Combination Agreement, the “Business Combination”).
If the Business Combination Agreement is approved by our stockholders and the transactions contemplated thereby are consummated, AVAT
will be the publicly traded parent company, and the Company and the Avalanche Company will survive the respective mergers as wholly owned
subsidiaries of AVAT.

On January 13, 2026, Mountain
Lake Acquisition Corp. entered into Amendment No. 1 to the Business Combination Agreement ( the “Business Combination Agreement
Amendment”), effective as of October 1, 2025, which, among other things, added Astral Horizon, L.P. and certain Seller affiliates
as parties to the agreement, modified the allocation and form of merger consideration, revised the parties making seller representations
and warranties, and replaced Exhibit E to the Business Combination Agreement.

For more information about
the Business Combination Agreement, the Business Combination Agreement Amendment and the proposed Business Combination, see our Current
Report on Form 8-K filed with the SEC on October 7, 2025 and January 13, 2026 and the Avalanche Disclosure Statement that we will file
with the SEC. Unless specifically stated, this Annual Report does not give effect to the proposed Business Combination and does not contain
the risks associated with the proposed Business Combination. Such risks and effects relating to the proposed Business Combination will
be included in the Avalanche Disclosure Statement.

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Our Sponsor

Our sponsor is a Delaware
limited liability company, which was formed to invest in us. Although our sponsor is permitted to undertake any activities permitted under
the Delaware Limited Liability Company Act and other applicable law, our sponsor’s business is focused on investing in our company.
The managing members of the sponsor are Paul Grinberg, the Chief Executive Officer and Chairman of the board, and Douglas Horlick, our
Chief Financial Officer, Director, and President. Mr. Grinberg and Mr. Horlick control the management of our sponsor, including the exercise
of voting and investment discretion over the securities of our company held by our sponsor.

Competitive Strengths

We will seek to capitalize
on the significant experience and relationships of our Chief Executive Officer and Chairman of the board, Paul Grinberg, and our Chief
Financial Officer and President, Douglas Horlick, and the members of our board of directors in identifying and consummating an initial
business combination. Our leadership has deep operational and oversight expertise as executives and investors across public and private
companies as well as acquisition and fundraising experience spanning multiple decades. With years of experience, the members of our management
team and board have successfully identified and capitalized on emerging technological and secular trends across different sectors. In
addition, our management team and board has deep transaction experience, having executed and integrated numerous transactions as operators,
investors and advisors. We believe that the extensive experience that members of our management team and board have gained from working
with and managing publicly traded companies will position us to identify, evaluate and acquire an attractive initial business combination
target. Further, our management team and board’s expertise will enable us to deliver differentiated guidance to the target company’s
management team in order to support its growth and success post-initial business combination. We believe our competitive strengths include
the following:

Access to Attractive Target Universe

We believe that our management
team’s expansive network of deal sources will provide us with an extensive set of business combination opportunities. Our management
team members have a vast network and a deep rolodex of executives and fund managers, having collectively invested in, advised, raised
capital and coinvested with venture capital, private equity, and asset management firms in more than 200 companies. Our team has invested
in more than 100 private equity firms and venture funds and will leverage those investments to identify business combination opportunities.

Value Creation Track Record through Operational
Expertise

As investors, advisors, board
members, and operators, our management team and board have led businesses through market cycles, periods of significant growth and difficult
challenges and created significant value for their stockholders. This was achieved by helping these companies’ management teams
with business strategy, product differentiation, product pricing, identifying the appropriate go-to-market strategies, making introductions
to prospective customers and connecting the team to key talent.

Deal Execution Experience

As executives, investors
and M&A advisors, our management team has negotiated and closed over 100 complex transactions and restructurings on a combined basis.
Mr. Marquez has completed a multitude of M&A transactions and financings including late-stage growth equity financings in Spotify
and Twitter and IPO processes for Twitter, Angie’s List and Survey Monkey. He has also advised on M&A deals involving Adobe,
Amazon, Apple, Comcast, Facebook, Google, IBM, Intuit, Microsoft, Walmart and McDonald’s. Mr. Grinberg has advised on numerous transactions
including IPOs, acquisitions and debt offerings while serving as a partner in the M&A group at Deloitte, where his clients included
private equity firms like Blackstone, Kelso, Welsh Carson Anderson & Stowe and TPG. While at Encore, he led the company’s United
States industry consolidation and international diversification, acquiring or building more than 20 businesses in 15 countries in North
America, Europe, Latin America and Asia-Pacific. Mr. Vieser has been involved in as a principal or advisor on numerous transactions including
debt offerings, M&A transactions and debt restructurings/recapitalizations in the US and Europe.

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Public Company Oversight

We believe we can provide
companies with valuable leadership and advice to achieve a successful public offering and navigate the increasingly complex landscape
most public companies face. Mr. Grinberg has over 20 years of experience as a director, Chairman, President or Chief Financial Officer
of several NASDAQ and NYSE listed companies. He was extensively involved in the IPO of Axos Financial, Inc. (NYSE: AX formerly NASDAQ:
BOFI) and has managed key aspects of running a public company. During his tenure at Axos, annual earnings grew from $2 million to $450
million and total assets were approximately $23 billion as of its fiscal year ended June 30, 2024. This was accomplished through a diversification
into new digital product offerings, expansions into new business lines like securities clearing services and an advisory business, significant
investments in technology and strategic M&A. As a result of its innovative approach, Axos has received numerous awards, including
being named one of America’s best banks by Forbes, being listed on Fortune’s list of Fastest Growing Companies for many years,
and receiving many awards for product innovation. During his tenure at Encore from 2004 to 2018, the business expanded in scale (measured
by estimated remaining collections) more than 16x. This was the result of a combination of M&A to consolidate the market in the United
States, expansion into new business lines, improvements in margins driven by technology improvements, leveraging decision science throughout
the operations, cost efficiencies realized through offshoring certain functions and operations, and expanding the business from a United
States only presence to an international company, with operations in 15 countries in North America, Europe, Latin America and Asia.

Founders Want to Work with Us

Our management team and board
know the challenges that management teams face because they’ve experienced them firsthand and can provide insight and guidance.
The ability to transfer the knowledge they’ve gained through advising, building and growing businesses in the private and public
markets will be a key differentiator in identifying and closing a successful acquisition.

Our Management Team

Our management team is led
by Paul Grinberg, our Chief Executive Officer and Chairman of the board, and Douglas Horlick, our President and Chief Financial Officer.
Our board of directors also includes Jeffrey T. Lager, Michael Marquez and Jaime W. Vieser. With decades of experience, the members of
our management team have successfully identified and capitalized on emerging technological and secular trends across different sectors.
In addition, our management team has deep transaction experience, having executed and integrated numerous transactions as operators, investors
and advisors. We believe that the extensive experience that members of our management team have gained from working with and managing
publicly traded companies will position us to identify, evaluate and acquire an attractive initial business combination target. Further,
our management team’s expertise will enable us to deliver differentiated guidance to the target company’s management team
in order to support its growth and success post-initial business combination.

Our Executive Officers and Directors

Paul Grinberg

Mr. Grinberg has over 20
years of experience as a Director, Chairman, President and Chief Financial Officer of several NASDAQ and NYSE companies and more than
40 years of experience spanning mergers and acquisitions, capital raising and financial management. He currently serves as the Chairman
of Axos Financial, Inc., a nationwide, digital-first bank that provides consumer and business banking products through its low-cost distribution
channels and affinity partner. He has served as a director of Axos Financial, Inc. since April 2004 and as the Chairman of its board of
directors since February 2017. He played an important role in taking the company public and growing earnings from $2 million to $450 million
from 2004 to 2024. Since July 2020, Mr. Grinberg has served on the advisory council of DEVA Capital, an affiliate of Banco Santander,
as an alternative investor, specializing in credit across Europe and Latin America. From August 2019 to April 2024, Mr. Grinberg has served
as a senior advisor at Flexpoint Ford LLC, a private equity investment firm specializing in the financial services and healthcare industries.
From November 2020 to February 2024, Mr. Grinberg served as Chairman of Social Leverage Acquisition Corp I (NYSE: SLAC), a special purpose
acquisition company formed to effect a business combination with one or more businesses. From July 2018 to December 2022, Mr. Grinberg
served as a senior advisor at Blenheim Chalcot, one of the UK’s largest venture builders. Mr. Grinberg provides advisory services
to private equity, credit funds and venture capital firms and their related businesses with a focus on financial services and financial
technology. He also serves as a director to several credit funds and private companies. Prior to Axos, Mr. Grinberg served as President,
Executive Vice President and Chief Financial Officer of Encore Capital Group and Chief Financial Officer of Telespectrum Worldwide, Inc.
Mr. Grinberg also served as partner and a senior member of the M&A services group at Deloitte, where he was employed for 14 years.
During his tenure at Deloitte and in his capacity as an executive at various public and private companies, he worked on dozens of transactions
including IPOs, acquisitions and debt offerings and in his capacity as an executive at various companies, was responsible for raising
more than $10 billion across the capital markets. He graduated from Columbia Business School with a Master of Business Administration
degree and from Yeshiva University with a Bachelor of Arts degree in accounting. We believe that Mr. Grinberg’s significant experience
in corporate transactions and his senior leadership experience make him well qualified to serve as a member of our board of directors.

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Douglas Horlick

Since May 2020, Mr. Horlick
has worked as an investment banker at BCW Securities LLC. Mr. Horlick is also the founder of Estancia LLC, a strategy and advisory consulting
firm based in Arizona established in 2015. Leveraging his industry expertise, he works closely with C-suite executives on both strategy
and global sales initiatives. He has over 20 years of experience in the securities industry, specifically within sales and trading. From
November 2020 to February 2024, Mr. Horlick served as President and Chief Operating Officer of Social Leverage Acquisition Corp I (NYSE:
SLAC), a special purpose acquisition company formed to effect a business combination with one or more businesses. Prior to Estancia LLC,
Mr. Horlick held senior securities positions at Goldman Sachs (Managing Director, Securities Division, from 2009 to 2014), Bank of America
(Managing Director, Securities Division, from 2005 to 2009) and Citigroup (Vice President, Securities Division, from 2002 to 2005). In
these roles, Mr. Horlick’s responsibilities all within the Foreign Exchange Division included Managing Director in charge of Foreign
Exchange Global Client Coverage, Global Prime Brokerage, Institutional Sales in the Americas, Consumer Sales and Hedge Fund Sales. He
graduated from the University of Michigan with a degree in Organizational Studies.

Our Board of Directors

Jeffrey T. Lager

Jeffrey T. Lager has over
28 years of public equity investment experience. He retired this year as a Partner after over 27 years with Capital Group, investment
manager of the American Funds. At Capital Group, Mr. Lager recently served as the Principal Investment Officer, Co-President, and a Portfolio
Manager of the $200 billion American Balanced Fund, Senior Vice-President and a Portfolio Manager of the $175 billion Washington Mutual
Investors Fund, and a portfolio manager of the $25 billion American Funds Insurance Series Asset Allocation Fund. Mr. Lager also served
over two decades as an American Funds proxy coordinator and proxy voter, during which time he developed corporate governance expertise
by writing proxy guidelines, working in close partnership with public company management and boards, and voting upon thousands of proxy
proposals. Earlier in his career at Capital Group, he served as an equity investment analyst covering U.S. environmental services, IT
& business services, technology hardware and supply chain, and IT outsourcing and transaction processing companies. Previously, Mr.
Lager worked as a manager of investment analysis at Medical Portfolio Management in Cambridge, Massachusetts, and an associate at the
Boston Consulting Group in Boston. He holds an MBA from the Stanford Graduate School of Business, where he was an Arjay Miller Scholar,
as well as a master’s degree in sociology and a bachelor’s degree with distinction in decision analysis from Stanford University.
Mr. Lager also holds the Chartered Financial Analyst® designation.

Michael Marquez

Michael Marquez has over
29 years of experience operating, investing, acquiring and advising throughout the high-tech sector. He is a co-founder of Code Advisors
LLC (“Code Advisors”), a technology and media-focused boutique investment bank headquartered in San Francisco, California
established in 2010 and acquired by the Raine Group in 2023, where Mr. Marquez is a Special Advisor. Code Advisors has completed a multitude
of M&A transactions and financings including late-stage growth equity financings in Spotify and Twitter, IPO processes for Twitter,
Angie’s List and Survey Monkey, and the sale of Supercell to SoftBank, Buddy Media to Salesforce and Playtika to Giant. Mr. Marquez
is also the co-founder of Morado Ventures, an early-stage venture capital fund established in 2010 that is focused on artificial intelligence,
data infrastructure, robotics & autonomy, computer vision and health. Mr. Marquez has served as Morado Ventures’ general partner
since inception. During his career, Mr. Marquez has made more than 140 direct investments and built a broad network across technology
company executives, entrepreneurs, founders and corporate development groups throughout the world and an extensive network in each stage
of the venture capital industry. Mr. Marquez has invested in and advised on venture exits to a large number of sophisticated acquirers
including sales to Adobe, Amazon, Apple, Comcast, Twitter, Citrix, US Bank, First Data, Facebook, Google, Samsung, Salesforce, Roche,
Intel, Walmart, Rakuten, eBay, IBM, Intuit, Microsoft and McDonald’s and has led the acquisitions of numerous companies through
his roles in the corporate development groups at Yahoo! and CBS, including the $1.8 billion acquisition of CNET. He graduated with a Master
of Business Administration degree from the University of North Carolina at Chapel Hill and a Bachelor of Science degree in Managerial
Economics from the University of California at Davis.

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Jaime W. Vieser

Jaime W. Vieser has over
30 years of experience investing across high yield, distressed debt, private equity and venture capital. Mr. Vieser’s experience
includes his involvement in numerous successful corporate restructurings and recapitalizations in Europe and the US. Mr. Vieser helped
found and was Co-Managing Partner of Castle Hill Asset Management LLC (“Castle Hill”), a multi-billion dollar asset manager
and hedge fund. Prior to founding Castle Hill, for 9 years Mr. Vieser was responsible for the European High Yield Sales and Trading Group
in London at Deutsche Bank AG, a multinational investment bank and financial services company. Earlier in his career, Mr. Vieser worked
as a banker in the Leveraged Finance division of Bankers Trust Company, a bank holding company that was acquired by Deutsche Bank AG in
1999. Mr. Vieser holds a Bachelor’s degree in Economics from the University of Michigan and a Master’s in Business Administration
from the Cox School of Business at Southern Methodist University.

Prior SPAC Experience

Mr. Grinberg served as the
Executive Chairman of Social Leverage Acquisition Corp I (“SLAC”). Mr. Horlick served as President and Chief Operating Officer
of SLAC, and Mr. Marquez was an independent director of SLAC. SLAC completed its initial public offering of 34,500,000 units in February
2021, in which it raised aggregate proceeds of approximately $345,000,000. After SLAC’s IPO, SLAC’s management team commenced
an active search for prospective businesses and/or assets to acquire in its initial business combination. On July 31, 2022, SLAC entered
into a Business Combination Agreement with W3BCLOUD Holdings Inc. The business combination was terminated due to changes in market conditions.

On February 12, 2024, the
board of directors of SLAC determined that it would not be able to complete an initial business combination within the period required.
SLAC announced that it would not consummate an initial business combination and it would redeem its public shares. SLAC has been dissolved
and liquidated following the redemption. Its securities are no longer listed on Nasdaq.

On January 26, 2026, Mountain
Lake Acquisition Corp. II (“MLAC II”) completed its initial public offering of 36,000,000 units, in which it raised aggregate
proceeds of approximately $360,000,000. Mr. Grinberg serves as the Executive Chairman and Chief Executive Officer of MLAC II. Mr. Horlick
serves as Chief Financial Officer and a director of MLAC II. Mr. Lager, Mr. Marquez and Mr. Vieser each serve as an independent director
of MLAC II. After MLAC II’s IPO, MLAC II’s management team commenced an active search for prospective businesses and/or assets
to acquire in its initial business combination.

Other than as described above,
our sponsor, its affiliates, and the promoters are not involved in any other special purpose acquisition companies.

Business Strategy

Our strategy is to leverage
our team’s extensive track record in running public companies, mergers & acquisitions and capital markets to identify and complete
an initial business combination. We may pursue an acquisition opportunity in any industry or geographic location.

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Business Combination Criteria

Based on our management’s
experience, including with prior special purpose acquisition companies, we have developed the following non-exclusive investment criteria
that we intend to use to screen for and evaluate prospective target businesses.

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Leading Industry Position with Supportive Long-Term Dynamics and Competitive Market Advantage. We intend to target businesses that hold, or have the potential to hold, a leading position in an industry sector with attractive macro-characteristics. We intend to target businesses that have, or have the potential to have, sustainable competitive advantages that would be challenging for a competitor to replicate. Factors contributing to sustainable competitive advantages may include: (i) proprietary or superior technology or trade secrets; (ii) broad distribution networks; (iii) well-established brand names; (iv) territorial exclusivity or a well-defined market; (v) diverse and stable customer and supplier base; (vi) low-cost production capability/economies of scale; (vii) customer habit/share of mind; (viii) a lack of available substitutes and/or high search or switching costs; (ix) network effects; and/or (x) limited exposure to technological obsolescence and cyclicality. Our management team expects to target businesses that have clearly demonstrated an ability to defend and grow their market positions over time as a result of one or more of these sustainable competitive advantages, or have demonstrable potential to do so. We intend to seek opportunities that will benefit from secular growth and are able to differentiate their market position to create value for our shareholders over time.

●
Stable Free Cash Flow, Prudent Debt and Financial Visibility. We will seek to acquire a business that has historically generated or has the potential to generate not only current revenues, but strong and sustainable free cash flow. Additionally, our prospective business combination criteria include prudent balance sheet management and, as such, we would seek to limit leverage ratios of a combined company immediately following an initial business combination. To provide reliable guidance, we would also seek to acquire a business that has reasonable visibility on forward financial performance and straightforward operating metrics, and a business that is not extremely sensitive to macro-economic conditions or industry cycles. Specifically, we would prioritize businesses that may be evaluated and priced by the market using financial metrics or other key milestones not more than one year forward.

●
Benefit Uniquely from a Business Combination with a Special Purpose Acquisition Company. We will seek to acquire a business that has a clear use of proceeds and a clear catalyst or inflection point resulting from our capital, team, public listing, roll-up synergies, deleveraging and/or re-rating milestones expected to propel the business through our structural dilution in the near term with enhanced financial results, margins, market position and shareholder value.

●
Would Benefit Uniquely from our Capabilities. We will seek to acquire a business where the collective capabilities of our management team, board of directors and sponsor, and any operating partners we involve, can be leveraged to tangibly improve the operations and market position of the target.

●
Proprietary and/or Optimally Positioned Transactions. We intend to leverage our extensive business network to source our initial business combination on a proprietary basis if possible. Notwithstanding the foregoing, we would utilize our collective experience and insight to strategically consider participating in formal processes focused primarily on narrowing a pool of SPACs to a single winning bidder to instances where we believe we are optimally positioned to win such processes.

●
Committed and Capable Management Team. We will seek to acquire a business with a management team whose interests are aligned with those of our shareholders and who can clearly and confidently articulate the business plan and market opportunities to public market investors. Where necessary, we may also look to complement and enhance the capabilities of the target business’s management team and their board of directors by recruiting additional talent through our network of contacts or otherwise. This may include recruiting experienced industry professionals, or operating partners, to assist in our evaluation of the opportunity and marketing of the business combination prior to its completion, who may assume an ongoing role with the business or board thereafter. While not a requirement, we would favorably view opportunities where the target’s chief financial officer has experience as a public company chief financial officer or other substantive public market experience, and ideally where other members of senior management have public market experience as well.

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●
Potential to Grow, Including Through Further Acquisition Opportunities. We will seek to acquire a business that has the potential to grow both organically and inorganically through acquisitions, with management having identified a pipeline of potentially actionable accretive acquisition targets. We expect to work with the ongoing management team to develop the business strategy around geographic expansion, new products, high-return capital expenditure projects and acquisitions, as well as creating and maintaining the optimal capital structure for growth.

●
Preparedness for the Process and Public Markets. We will seek to acquire a business that has, or can put in place prior to the closing of a business combination, the material governance, financial systems and controls required in the public markets. Specifically, we will seek to avoid situations where extensive accounting or restructuring work is required with an uncertain timetable or outcome before a transaction can be completed.

These criteria are not intended
to be exhaustive or exclusive. 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.
In the event that we decide to enter into our initial business combination with a target business that does not meet the above criteria
and guidelines, we intend to disclose that the target business does not meet the above criteria in our shareholder communications related
to our initial business combination, which would be in the form of proxy solicitation materials or tender offer documents that we would
file with the SEC.

Initial Business Combination

We are not presently engaged
in, and we will not engage in, any operations for an indefinite period of time following our initial public offering. We intend to effectuate
our initial business combination using cash from the proceeds of the initial public offering 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), 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 Class A Ordinary Shares (up to an aggregate of 15% of the shares
sold in the initial public offering) 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. Each public shareholder may
elect to redeem their public shares irrespective of whether they vote for or against an initial business combination, or whether they
do not vote or abstain from voting on the initial business combination. If we seek shareholder approval, we will complete our initial
business combination only if we receive the affirmative vote of at least a majority of the votes cast by the shareholders of the issued
shares present in person or represented by proxy and entitled to vote on such matter at a general meeting of the company and are voted
at a 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.

We have until the end of
the completion window to consummate our initial business combination. While we currently do not plan to extend the time to complete a
business combination beyond 18 months, if we anticipate that we may be unable to consummate our initial business combination within such
18-month period, 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 Class
A 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 taxes payable), divided by the number of then issued
and outstanding Class A Ordinary Shares, subject to applicable law. If we determine not to or are unable to extend the time period to
consummate our initial business combination or fail to obtain shareholder approval to extend the completion window, our sponsor’s
investment in the founder shares, private shares and private rights will be worthless, except to the extent they receive liquidating distributions
from assets outside the trust account.

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If we are unable to complete
our initial business combination within the completion window, 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 (which interest shall be
net of taxes payable and up to $100,000 of interest income to pay liquidation expenses), divided by the number of then issued and outstanding
Class A Ordinary Shares, subject to applicable law and certain conditions as further described herein. We initially expect the pro rata
redemption price to be approximately $10.05 per public share, without taking into account any interest or other income earned on such
funds. 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 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 underwriting commissions and taxes payable on the interest earned on the trust account).
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 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 of 1940, as amended, or 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 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 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 taken into account for purposes of the 80% of net assets test described above. If the 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.

Our Business Combination Process

We believe our management
team’s significant operating and transactional experience and relationships provide us with access to 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 relationships with private companies, investment bankers, private equity, venture capital and debt investors, high net
worth families and their advisors, commercial bankers, attorneys, management consultants, accountants and other transaction intermediaries,
as well as corporate sector executives and board members around the world. This network has grown through the activities of our management
team sourcing, acquiring and financing businesses, the reputation of our management team for integrity and fair dealing with sellers,
financing sources and target management teams and the experience of our management team in executing transactions, especially special
purpose acquisition company transactions, under varying economic and financial market conditions.

-9-

In addition, we anticipate
that target business combination candidates will be brought to our attention from various unaffiliated sources, including investment bankers,
private equity funds and large business enterprises seeking to divest non-core assets or divisions.

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 made available to us and other reviews as we deem appropriate. We may also retain consultants with expertise relating
to a prospective target business.

We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, executive officers or directors, or completing
the business combination through a joint venture or other form of shared ownership with our sponsor, executive officers or directors.
In the event we seek to complete an initial business combination with a target that is affiliated (as defined in our amended and restated
memorandum and articles of association) with our sponsor, executive officers or directors, we, or a committee of independent directors,
would obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority (“FINRA”)
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.

We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our sponsor, officers or directors. In the event we seek
to complete our initial business combination with a company 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 valuation or appraisal
firm that regularly provides fairness opinions that our initial business combination is fair to our company from a financial point of
view.

Members of our management
team and our independent directors directly or indirectly own founder shares and/or private units 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 completion window, the founder shares and private units 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 the members of our management team may have a conflict of interest with respect to evaluating a particular business combination
if the retention or resignation of any such person was included by a target business as a condition to any agreement with respect to our
initial business combination.

Our officers and directors
presently and in the future may have additional, fiduciary or contractual obligations to other entities pursuant to which such officer
or director is or will be required to present a business combination opportunity. 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 opportunity to such entity, subject
to their fiduciary duties under Cayman Islands law.

-10-

Our amended and restated
memorandum and articles of association provides that, to the fullest extent permitted by applicable law: (i) no individual serving as
a director or an officer 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 may be a corporate opportunity for any
director or officer, on the one hand, and us, on the other. The purpose for the surrender of corporate opportunities is to allow officers,
directors or other representatives with multiple business affiliations to continue to serve as an officer of our company or on our board
of directors. Our officers and directors may from time to time be presented with opportunities that could benefit both another business
affiliation and us. In the absence of the “corporate opportunity” waiver in our charter, certain candidates would not be able
to serve as an officer or director. We believe we substantially benefit from having representatives who bring significant, relevant and
valuable experience to our management, and, as a result, the inclusion of the “corporate opportunity” waiver in our amended
and restated memorandum and articles of association provides us with greater flexibility to attract and retain the officers and directors
that we feel are the best candidates. 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.

In addition, certain of our
officers and directors are members of our sponsor and own membership interests of our sponsor. The remaining membership interests are
held by third party investors that are not affiliated with members of our management. 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 business combination.

In addition, our sponsor
and our officers and directors or any of their affiliates 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. Any such
companies, businesses or investments may present additional conflicts of interest in pursuing an initial business combination. Notwithstanding
the foregoing, such officers and directors will continue to have a pre-existing fiduciary obligation to us and we will, therefore, have
priority over any special purpose acquisition companies they subsequently join. In addition, 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.

We have filed a Registration
Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). As a result, we are subject to the rules and regulations promulgated under the Exchange Act.
We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior or subsequent
to the consummation of our initial business combination.

Our sponsor does not have
any agreement, arrangement or understanding with us or our officers, directors, or affiliates with respect to determining whether to proceed
with a de-SPAC transaction.

Financial Position

With initial funds available
for a business combination initially in the amount of $223,150,000, after payment of $4,600,000 in underwriting discounts and commissions
and $704,261 for other costs and expenses related to the initial public offering, 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, except with respect to our proposed
Business Combination with AVAT, 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.

-11-

Limited Ability to Evaluate the Target’s
Management Team

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

We cannot assure you that
any of our key personnel will remain in senior management or advisory positions with the combined company. The determination as to whether
any of our key personnel will remain with the combined company will be made at the time of our initial business combination.

Following a business combination,
we may seek to recruit additional managers to supplement the incumbent management of the target business. We cannot assure you 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 memorandum
and articles of association. However, we will seek shareholder approval if it is required by applicable law or stock exchange listing
requirement, or we may decide to seek shareholder approval for business or other reasons. Presented in the table below is a graphic explanation
of the types of initial business combinations we may consider and whether shareholder approval is currently required under Cayman Islands
law for each such transaction.

Type of Transaction
Whether

Shareholder

Approval is

Required

Purchase of assets
Yes

Purchase of share of target not involving a merger with the company
Yes

Merger of target into a subsidiary of the company
Yes

Merger of the company with a target
Yes

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

●
we issue ordinary shares that will be equal to or in excess of 20% of the number of our ordinary shares then outstanding (other than in a public offering);

●
any of our directors, officers or substantial security holders (as defined by Nasdaq rules) has a 5% or greater interest, directly or indirectly, in the target business or assets to be acquired and if the number of ordinary shares to be issued, or if the number of ordinary shares into which the securities may be convertible or exercisable, exceeds either (a) 1% of the number of ordinary shares or 1% of the voting power outstanding before the issuance in the case of any of our directors and officers or (b) 5% of the number of ordinary shares or 5% of the voting power outstanding before the issuance in the case of any substantial securityholders; or

●
the issuance or potential issuance of ordinary shares will result in our undergoing a change of control.

-12-

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 rule will be based on business and other reasons, which include a variety of factors, including, but
not limited to:

●
the timing of the transaction, including in the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company;

●
the expected cost of holding a shareholder vote;

●
the risk that the shareholders would fail to approve the proposed business combination;

●
other time and budget constraints of the company; and

●
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, initial shareholders, directors, executive officers, advisors or their affiliates may purchase shares
or public rights 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. Any such price per share may be different than the amount
per share a public shareholder would receive if it elected to redeem its shares in connection with our initial business combination. Such
a purchase may include a contractual acknowledgment that such shareholder, although still the record holder of our shares is no longer
the beneficial owner thereof and therefore agrees not to exercise its redemption rights.

In the event that our sponsor,
initial shareholders, directors, officers, advisors or their affiliates purchase shares in privately negotiated transactions from public
shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their
prior elections to redeem their shares. It is intended that, if Rule 10b-18 would apply to purchases by sponsor, initial shareholders,
directors, officers, advisors and their affiliates, then such purchases will comply with Rule 10b-18 under the Exchange Act, to the extent
it applies, which provides a safe harbor for purchases made under certain conditions, including with respect to timing, pricing and volume
of purchases.

Additionally, at any time
at or prior to our initial business combination, subject to applicable securities laws (including with respect to material nonpublic information),
our sponsor, initial shareholders, 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,
rights or rights in such transactions.

The purpose of any such transaction
could be to (i) reduce the number of public rights outstanding or (ii) to 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.

In addition, if such purchases
are made, the public “float” of our Class A Ordinary Shares or public rights 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.

-13-

Our sponsor, initial shareholders,
officers, directors and/or their affiliates anticipate that they may identify the shareholders with whom our initial shareholders, officers,
directors or their affiliates may pursue privately negotiated purchases by either the shareholders contacting us directly or by our receipt
of redemption requests submitted by shareholders (in the case of Class A Ordinary Shares) following our mailing of proxy materials in
connection with our initial business combination. To the extent that our sponsor, officers, directors, advisors or their affiliates enter
into a private purchase, they would identify and contact only potential selling shareholders who have expressed their election to redeem
their shares for a pro rata share of the trust account or vote against our initial business combination, whether or not such shareholder
has already submitted a proxy with respect to our initial business combination but only if such shares have not already been voted at
the shareholder meeting related to our initial business combination. Our sponsor, executive officers, directors, advisors or any of their
affiliates will select which shareholders to purchase shares from based on a negotiated price and number of shares and any other factors
that they may deem relevant and will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other
federal securities laws. Our sponsor, officers, directors and/or their affiliates will be restricted from making purchases of shares if
the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act. We expect any such purchases will be reported pursuant
to Section 13 and Section 16 of the Exchange Act to the extent such purchases are subject to such reporting requirements.

Our sponsor, initial shareholders,
directors, officers and their affiliates will be restricted from making purchases of 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, initial shareholders, directors,
officers and their affiliates were to purchase public shares or rights 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, initial shareholders, directors, officers and their affiliates may purchase public shares or rights from public shareholders outside the redemption process, along with the purpose of such purchases;

●
if our sponsor, initial shareholders, directors, officers and their affiliates were to purchase public shares or rights from public shareholders, they would do so at a price no higher than the price offered through our redemption process;

●
our registration statement/proxy statement filed for our business combination transaction would include a representation that any of our securities purchased by our sponsor, initial shareholders, directors, officers and their affiliates would not be voted in favor of approving the business combination transaction;

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

●
we would disclose in a Form 8-K, before our security holder meeting to approve the business combination transaction, the following material items:

●
the amount of our securities purchased outside of the redemption offer by our sponsor, initial shareholders, directors, officers and their affiliates, along with the purchase price;

●
the purpose of the purchases by our sponsor, initial shareholders, directors, officers and their affiliates;

●
the impact, if any, of the purchases by our sponsor, initial shareholders, directors, officers and their affiliates on the likelihood that the business combination transaction will be approved;

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

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

Please see “Risk
Factors - If we seek shareholder approval of our initial business combination, our sponsor, initial shareholders, directors, officers
and their affiliates may elect to purchase shares or public rights from public shareholders, which may influence a vote on a proposed
business combination and reduce the public “float” of our securities.”

-14-

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 Class A Ordinary Shares (up to an aggregate of 15% of the shares
sold in the initial public offering) upon the completion of our initial business combination at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial
business combination, including interest earned on the funds held in the trust account (which interest shall be net of taxes payable),
divided by the number of then outstanding public shares, subject to the limitations and on the conditions described herein. The amount
in the trust account is initially anticipated to be $10.05 per public share, without taking into account any interest or other income
earned on such funds. The per share amount we will distribute to investors who properly redeem their shares will not be reduced by the
deferred underwriting commissions we will pay to the underwriters. Our initial shareholders, sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares
and public shares they may hold in connection with the completion of our initial business combination or an earlier redemption in connection
with the commencement of procedures to consummate the initial business combination if we determine it is desirable to facilitate the completion
of the initial business combination.

Limitations on Redemptions

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 Class A Ordinary 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 shares in connection with such initial business combination,
and all Class A Ordinary 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 forward purchase agreements or backstop arrangements we may enter into, in order to, among other reasons, satisfy
such net tangible assets or minimum cash requirements.

Manner of Conducting Redemptions

We will provide our public
shareholders with the opportunity to redeem all or a portion of their public shares (up to an aggregate of 15% of the shares sold in the
initial public offering) upon the completion of our initial business combination either (i) in connection with a shareholder meeting called
to approve the initial 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 initial 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 requirements. Asset acquisitions and share purchases
would not typically require shareholder approval while direct mergers with our company where we do not survive and any transactions where
we issue more than 20% of our outstanding ordinary shares or seek to amend our amended and restated memorandum and articles of association
would require shareholder approval. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to comply
with the Nasdaq’s shareholder approval 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 will be contained in
provisions of our amended and restated memorandum and articles of association 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 passed by the affirmative
vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general meeting of the
company, so long as we offer redemption in connection with such amendment.

-15-

If we provide our public
shareholders with the opportunity to redeem their public shares in connection with a shareholder meeting, we will:

●
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 the approval of an ordinary resolution under Cayman Islands law,
passed by the affirmative vote of at least a majority of the votes cast by the shareholders of the issued shares represented in person
or represented by proxy and are voted at a general meeting of the company. In accordance with our amended and restated memorandum and
articles of association, a quorum for such meeting will be present if the holders of one third of issued and outstanding shares entitled
to vote at the meeting are represented in person or by proxy. Our initial shareholders will count towards this quorum and, pursuant to
the letter agreement, our sponsor, officers and directors have agreed to vote any founder shares they hold and any public shares purchased
(including in open market and privately-negotiated transactions) in favor of our initial business combination. For purposes of seeking
approval of an ordinary resolution, non-votes will have no effect on the approval of our initial business combination once a quorum is
obtained. As a result, assuming that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum
under our amended and restated memorandum and articles of association, vote their ordinary shares at a general meeting of the 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 passed
by the affirmative vote of at least two-thirds of our ordinary shares which are represented in person or by proxy and are voted at a general
meeting of the company These quorum and voting thresholds, and the voting agreements of our initial shareholders, may make it more likely
that we will consummate our initial business combination. 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, passed by the affirmative vote of at least two-thirds of the votes cast by the shareholders of the issued shares represented
in person or represented by proxy and entitled to vote on such matter at a general meeting of the company and are voted at a general meeting
of the company. Each public shareholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed
transaction, or whether they do not vote or abstain from voting on the proposed transaction, or whether they were a shareholder on the
record date for the shareholder meeting held to approve the proposed transaction.

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.

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 Class A Ordinary Shares in the open market, in order to comply with
Rule 14e-5 under the Exchange Act.

-16-

We intend to require our
public shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street
name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver their shares to
our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system, prior to the
date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date may be up to
two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if we conduct
redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public shares to
also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the name of
the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish to
holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders
to satisfy such delivery requirements. 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 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 Class A Ordinary 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 shares in connection with such initial business combination,
and all Class A Ordinary 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 forward purchase agreements or backstop arrangements we may enter into, in order to, among other reasons, satisfy
such net tangible assets or minimum cash requirements.

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 memorandum and articles of association provides that a public shareholder, together with
any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as
defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to Excess Shares, without
our prior consent. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts
by such holders to use their ability to exercise their redemption rights against a proposed business combination as a means to force us
or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent
this provision, a public shareholder holding more than an aggregate of 15% of the public shares could threaten to exercise its redemption
rights if such holder’s 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 shareholders’ ability to redeem no more than 15% of the public shares without our
prior consent, we believe we will limit the ability of a small group of shareholders to unreasonably attempt to block our ability to complete
our initial business combination, particularly in connection with a business combination with a target that requires as a closing condition
that we have a minimum net worth or a certain amount of cash.

However, we would not be
restricting our shareholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business
combination.

-17-

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 shares in
“street name,” to, at the holder’s option, either deliver their share certificates to our transfer agent or deliver
their shares to our transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system,
prior to the date set forth in the proxy materials or tender offer documents, as applicable. In the case of proxy materials, this date
may be up to two business days prior to the scheduled vote on the proposal to approve the initial business combination. In addition, if
we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder seeking redemption of its public
shares to also submit a written request for redemption to our transfer agent two business days prior to the scheduled vote in which the
name of the beneficial owner of such shares is included. The proxy materials or tender offer documents, as applicable, that we will furnish
to holders of our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders
to satisfy such delivery requirements. Accordingly, a public shareholder would have 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 shares if it wishes to seek to exercise its redemption rights.
In the event that a shareholder fails to comply with these or any other procedures disclosed in the proxy or tender offer materials, as
applicable, its shares may not be redeemed. Given the relatively short exercise period, it is advisable for shareholders to use electronic
delivery of their public shares.

There is a nominal cost associated
with the above-referenced process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent
will typically charge the broker submitting or tendering shares a fee of approximately $100 and it would be up to the broker whether or
not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not we require holders
seeking to exercise redemption rights to submit or tender their shares. The need to deliver shares is a requirement of exercising redemption
rights regardless of the timing of when such delivery must be effectuated.

Any request to redeem such
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 holders of our public shares electing
to redeem their shares will be distributed promptly after the completion of our initial business combination.

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

If our initial proposed initial
business combination is not completed, we may continue to try to complete an initial business combination with a different target until
the end of the completion window.

Redemption of Public Shares and Liquidation
if No Initial Business Combination

Our amended and restated
memorandum and articles of association provides that we will have only a 18 month duration for the closing window to complete our initial
business combination. If we are unable to complete our initial business combination within such 18-month period, we will, as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which
interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding
public shares, which redemption will constitute full and complete payment for the public shares and completely extinguish public shareholders’
rights as shareholders (including the right to receive further liquidating or other distributions, if any)

Our initial shareholders,
sponsor, officers and directors have entered into a 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 they hold if we fail to complete our initial business combination
within the completion window, although they will be entitled to liquidating distributions from assets outside the trust account. However,
if our initial shareholders, sponsor or management team acquire public shares, they will be entitled to liquidating distributions from
the trust account and liquidating distributions from assets outside the trust account with respect to such public shares if we fail to
complete our initial business combination within the allotted 18-month time period.

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Our initial shareholders,
sponsor, officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended
and restated memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public
shares if we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity, unless we provide our public shareholders with the
opportunity to redeem their public shares upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the funds held in the trust account (which interest shall be
net of taxes payable), 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 SPAC’s operating account, although we cannot assure you that there will be sufficient funds for such purpose. However,
if those funds are not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent
that there is any interest accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional
amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all
of the net proceeds of the initial public offering and the sale of the private units, other than the proceeds deposited in the trust account,
and without taking into account interest, if any, earned on the trust account and any tax payments or expenses for the dissolution of
the trust, the per-share redemption amount received by shareholders upon our dissolution would be approximately $10.05. The proceeds deposited
in the trust account could, however, become subject to the claims of our creditors which would have higher priority than the claims of
our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders will not be substantially
less than $10.05. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide
for all creditors’ claims.

Although we will seek to
have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses and
other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any
monies held in the trust account for the benefit of our public shareholders, there is no guarantee that they will execute such agreements
or even if they execute such agreements that they would be prevented from bringing claims against the trust account including but not
limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability
of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the funds held in the
trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust account, our management
will consider whether competitive alternatives are reasonably available to us and will only enter into an agreement with such third party
if management believes that such third party’s engagement would be in the best interests of the company under the circumstances.
Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party
consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants
that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. The
underwriters of the initial public offering and our independent registered public accounting firm will not execute agreements with us
waiving such claims to the monies held in the trust account. In addition, there is no guarantee that such entities will agree to waive
any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not
seek recourse against the trust account for any reason. In order to protect the amounts held in the trust account, our sponsor has agreed
that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for
the company’s independent auditors), 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) $10.05 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 $10.05 per public share due to reductions in the value of the trust assets, less taxes
payable, 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 of the initial public offering 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 you 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 $10.05 per public share. In such event, we may not be able to complete our initial business combination,
and you would receive such lesser amount per share in connection with any redemption of your public shares. None of our officers or directors
will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

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In the event that the proceeds
in the trust account are reduced below the lesser of (i) $10.05 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 $10.05 per share due to reductions in the value of the
trust assets, in each case less taxes payable, 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. Accordingly, we cannot assure you
that due to claims of creditors the actual value of the per-share redemption price will not be less than $10.05 per share.

We will 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 of the initial public offering against certain liabilities, including liabilities under the Securities Act.

If we file a bankruptcy or
winding-up petition or an involuntary bankruptcy or winding-up 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 you we will be able to return $10.05 per share to our public shareholders. Additionally, if we file a bankruptcy
or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions
received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential
transfer” or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or
all amounts received by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our
creditors and/or may have acted in bad faith, 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.

Our public shareholders will
be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete
our initial business combination within the completion window, (ii) in connection with a shareholder vote to amend our amended and restated
memorandum and articles of association (A) to modify the substance or timing of our obligation to redeem 100% of our public shares if
we do not complete our initial business combination within the completion window or (B) with respect to any other material provisions
relating to shareholders’ rights or pre-initial business combination activity or (iii) if they redeem their respective shares for
cash upon the completion of our initial business combination. In no other circumstances will a 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 shareholder’s voting in connection with the business combination alone will not result in a shareholder’s redeeming its
shares to us for an applicable pro rata share of the trust account. Such shareholder must have also exercised its redemption rights
described above. These provisions of our amended and restated memorandum and articles of association, like all provisions of our amended
and restated memorandum and articles of association, may be amended with a shareholder vote.

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Comparison of Redemption or Purchase
Prices in Connection with Our Initial Business Combination and if We Fail to Complete Our Initial Business Combination.

The following table compares
the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business
combination and if we are unable to complete our initial business combination within the completion window.

Redemptions in Connection

with our Initial Business

Combination

Other Permitted Purchases of

Public Shares by our Affiliates

Redemptions if we fail to

Complete an Initial Business

Combination

Calculation of redemption price

Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.05 per share), including interest earned on the funds held in the trust account (which interest shall be net of taxes payable), divided by the number of then outstanding public shares.

If we seek shareholder approval of our initial business combination, our initial shareholders, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following completion of our initial business combination.

If we are unable to complete our initial business combination within the completion window, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.05 per share), including interest earned on the funds held in the trust account (which interest shall be net of taxes payable and up to $100,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares.

Impact to remaining shareholders

The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay our income taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account).

If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us.

The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions.

Competition

We expect to encounter intense
competition from other entities having a business objective similar to ours, including other special purpose acquisition companies, private
equity groups and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities
are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover,
many of these competitors possess similar or greater financial, technical, human and other resources than us. Our ability to acquire larger
target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing
the acquisition of a target business. While we believe there are numerous target businesses we could potentially acquire with the net
proceeds from our Initial Public Offering and Private Placement, if the proposed Business Combination with AVAT is not consummated, our
ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial
resources. Furthermore, our obligation to pay cash in connection with our public shareholders who exercise their redemption rights may
reduce the resources available to us for our initial business combination and our outstanding rights, and the future dilution they potentially
represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage
in successfully negotiating an initial business combination, if the proposed Business Combination with AVAT is not consummated.

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Facilities

Our principal executive offices are located at
930 Tahoe Blvd STE 802 PMB 45 Incline Village, NV 89451. We consider our current office space adequate for our current operations.

Employees

We currently have two executive
officers: Paul Grinberg, our Chief Executive Officer and Douglas Horlick, our Chief Financial Officer. These individuals are not obligated
to devote any specific number of hours to our matters but they intend to 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 will devote in any time period will vary based on the
status of the proposed Business Combination with AVAT and, if the proposed Business Combination with AVAT is not consummated, whether
a different target business has been selected for our initial business combination and the stage of the business combination process we
are in. We do not intend to have any full time employees prior to the completion of our initial business combination.

Periodic Reporting and Financial Information

We have registered our units,
Class A 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 reports 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 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 you 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 this 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 have filed a Registration
Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject
to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting
or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.

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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 20 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 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.

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 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 the fifth anniversary of the completion of our initial
public 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 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.

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 is
equal to or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled to or exceeded $100 million
during such completed fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million
as of the prior June 30th.

Legal Proceedings

There is no material litigation,
arbitration or governmental proceeding currently pending against us or any members of our management team and our board of directors in
their capacity as such.

Corporate Information

Our executive offices are
located at 930 Tahoe Blvd STE 802 PMB 45, Incline Village, NV 89451 and our telephone number is (775) 204-1489.

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