NASDAQ: MRLN

The registration statement for the initial public
offering (the “IPO”) was declared effective on October 31, 2024. On November 4, 2024, we consummated the
IPO of 25,000,000 units the (“Units”) at $10.00 per unit, generating gross proceeds of $250,000,000.
Each Unit consists of one Class A ordinary share, par value $0.0001 per share (the “Class A Ordinary Shares”,
together with the Class B Ordinary Shares, the “Ordinary Shares”, and the Class A Ordinary Shares sold as part of the
Units in the IPO, the “Public Shares”) and one right, with each right entitling the holder thereof to purchase
one-tenth of one Class A Ordinary Share at the consummation of our initial business combination (the “Rights”
and the Rights sold as part of the Units in the IPO, the “Public Rights”).

Simultaneously with the sale of the 25,000,000
Units in our IPO, we completed the private sale of an aggregate of 425,000 Units to the Sponsor at a purchase price of $10.00
per Unit (the “Private Placement Units”), generating gross proceeds of $4,250,000. The Private Placement Units are
identical to the units sold in our IPO except that, so long as they are held by our Sponsor or its permitted transferees, the Private
Placement Units (including their component securities) (i) may not (including the Class A Ordinary Shares issuable upon
conversion of the underlying rights), subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days
after the completion of our initial business combination and (ii) will be entitled to registration rights.

Following the closing of the IPO on November 4,
2024, an amount of $250,000,000 ($10.00 per unit) from the net proceeds of the sale of the Units, and a portion of the net proceeds
from the sale of the Private Placement Units, was placed in a trust account established in connection with the IPO (the “Trust
Account”), located in the United States, with Continental Stock Transfer & Trust Company (“Continental”)
acting as trustee. Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our
taxes, the proceeds from the IPO and the sale of the Private Placement Units will not be released from the Trust Account until the
earliest of (i) the completion of an initial business combination, (ii) the redemption of the Public Shares if we are unable
to complete the initial business combination within 24 months from the closing of the IPO or by such earlier liquidation date as
our board of directors may approve (the “completion window”), subject to applicable law and our amended and restated
memorandum and articles of association (the “Articles”), or (iii) the redemption of the Public Shares properly
submitted in connection with a shareholder vote to amend the Articles to (A) modify the substance or timing of our obligation to
allow redemption in connection with the initial business combination or to redeem 100% of the Public Shares if we have not consummated
an 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. The proceeds deposited in the Trust Account could become subject to the claims
of Inflection Point’s creditors, if any, which could have priority over the claims of the Public Shareholders.

Management Team Changes

Effective July 2025, (i) Andrew Gundlach resigned
as President and Chief Executive Officer of the Company, and was appointed as Executive Chairman of our board of directors; (ii) Marcello
Padula resigned as Chief Financial Officer of the Company; and (iii) Michael Blitzer, Robert Folino and Kevin Shannon were appointed as
President and Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer, respectively, of the Company. Mr. Blitzer
was also appointed to our board of directors.

1

Name Change Proposal and Article 50.5 Amendment
Proposal

On October 21, 2025, our shareholders approved
(i) a proposal to change the name of the name of the Company from “Bleichroeder Acquisition Corp. I” to “Inflection
Point Acquisition Corp. IV” and to adopt an amendment to the Articles to reflect the change of name (the “Name Change Proposal”)
and (ii) a proposal to amend the Articles to allow us to consummate the redemption of the Public Shares at an earlier time in connection
with the commencement of the procedures to consummate a proposed business combination if the our board of directors determines it is desirable
to facilitate the consummation of such business combination (“Article 50.5 Amendment Proposal”). An amendment to the
Articles reflecting the changes approved by shareholders was filed with the Cayman Registrar of Companies.

Proposed Business Combination with Merlin

On August 13, 2025, we entered into the Business
Combination Agreement, dated as of August 13, 2025, with IPDX Merger Sub, Inc., a Delaware corporation and direct wholly-owned subsidiary
of the Company (“Merger Sub”) and Merlin Labs, Inc., a Delaware corporation (referred to herein prior to the Business
Combination, as “Merlin” and subsequent to the Business Combination, as “Merlin OpCo”) (as it may
be amended, restated, supplemented or otherwise modified from time to time in accordance with its terms, the “Business Combination
Agreement”), pursuant to which, among other things and subject to the terms and conditions therein: (1) we will change our jurisdiction
of incorporation by deregistering from the Register of Companies in the Cayman Islands as a Cayman Islands exempted company by way of
continuation out of the Cayman Islands and continuing and domesticating as a corporation incorporated under the laws of the State of Delaware
(the “Domestication”, and the Company after the Domestication, “Post-Domestication Inflection Point”),
(2) following the Domestication, Merger Sub will merge with and into Merlin, with Merlin surviving the merger as a wholly-owned subsidiary
of the Company, resulting in a combined company whereby Merlin OpCo will become a wholly-owned subsidiary of the Company, and substantially
all of the assets and the business of the combined company will be held and operated by Merlin OpCo and its subsidiaries (the “Merger”)
and (3) the other transactions contemplated by the Business Combination Agreement and documents related thereto will be consummated
(such transactions, together with the Merger and the Domestication, the “Proposed Business Combination”). In connection
with the Business Combination, we will change our name to “Merlin, Inc.” (such company after the closing of the Business Combination,
“New Merlin”).

Merlin Labs, Inc. is a Delaware corporation formed
on March 10, 2022. Merlin is a leader in developing aircraft-agnostic autonomy for national security applications, with a dual-track civil
certification program that has the company on pace to be the first to certify an AI skill on an aircraft.

The Domestication

The Company will, subject to obtaining the required
shareholder approvals change its jurisdiction of incorporation by deregistering from the Register of Companies in the Cayman Islands as
a Cayman Islands exempted company by way of continuation out of the Cayman Islands and continuing and domesticating as a corporation incorporated
under the laws of the State of Delaware. In connection with the completion of the Proposed Business Combination, the Company will provide
the Public Shareholders the opportunity to redeem their Public Shares on the terms and conditions set forth in the Business Combination
Agreement and the Company’s governing documents. The Company will complete the Redemption of properly tendered Public Shares at
least one day prior to the Domestication.

Subject to the satisfaction or waiver of the conditions
of the Business Combination Agreement, including approval of our shareholders, which was received in connection with the extraordinary
general meeting held on March 12, 2026 (the “EGM”), (a) immediately prior to the Domestication, pursuant to that certain
Sponsor Support Agreement, dated as of August 13, 2025 (the “Sponsor Support Agreement”), by and among the Company,
Merlin, the Sponsor, and Inflection Point Fund, the holders of the Founder Shares (such holders, the “Class B Shareholders”),
will elect to convert each Founder Share, on a one-for-one basis, into a Class A Ordinary Share (the “Sponsor Share Conversion”);
(b) in connection with the Domestication, (i) each of the then issued and outstanding Class A Ordinary Shares will convert automatically,
on a one-for-one basis, into a share of New Merlin Common Stock; (ii) each of the then issued and outstanding Rights will convert automatically
into a right of Post-Domestication Inflection Point (each right, a “Post-Domestication Right”); and (iii) each of the
then issued and outstanding Units will convert automatically into a unit of Post-Domestication Inflection Point, consisting of one share
of New Merlin Common Stock and one Post-Domestication Right.

2

The Merger and Consideration

Upon the terms and subject to the satisfaction
or waiver of the conditions of the Business Combination Agreement, immediately prior to the effective time of the Merger (the “Effective
Time”):

(1) each
convertible security of Merlin (other than the Pre-Funded Convertible Notes (as defined below)) that is outstanding immediately prior
to the Effective Time, to the extent applicable, will automatically convert in full into shares of preferred stock or common stock of
Merlin (“Merlin Common Stock”), in accordance with the terms thereof;

(2) each
warrant of Merlin exercisable for the preferred stock of Merlin that is outstanding and unexercised immediately prior to the Effective
Time will automatically be exercised on a cashless basis in full in accordance with its terms or otherwise exercised in full;

(3) immediately
after giving effect to the conversions and exercises set forth in clauses (1) and (2) above, each issued and outstanding share
of preferred stock of Merlin (including each share of preferred stock issued upon the conversions and exercises described in clauses
(1) and (2) above) will automatically convert into such number of shares of Merlin Common Stock into which such shares of preferred
stock of Merlin, as applicable, are convertible in connection with the Merger pursuant to the organizational documents of Merlin; and

(4) each
warrant of Merlin (other than the Pre-Funded Warrants (as defined below)) exercisable for Merlin Common Stock that is outstanding and
unexercised immediately prior to the Effective Time shall automatically be exercised on a cashless basis in full in accordance with its
terms or otherwise exercised in full.

In connection with the transactions contemplated
by the Business Combination Agreement, on July 2, 2025, and on August 13, 2025, Merlin entered into certain convertible note purchase
agreements (the “Pre-Funded NPAs”) and securities purchase agreement (the “Signing Pre-Funded SPA”
and together with the Pre-Funded NPAs, the “Signing Pre-Funded PIPE Agreements”), respectively, with certain
accredited investors named therein (collectively, the “Pre-Funded Investors”). Pursuant to the Signing Pre-Funded PIPE
Agreements, the Pre-Funded Investors agreed, among other things, to purchase, and Merlin issued and sold, an aggregate of approximately
$78 million of convertible promissory notes (the “Pre-Funded Convertible Notes”) and warrants to purchase a number
of shares of Merlin Common Stock at a purchase price of $12.00 per share (the “Pre-Funded Warrants”), substantially
concurrently with the execution and delivery of the Business Combination Agreement.

On November 17, 2025, Merlin and one of the Pre-Funded
Investors entered into an additional securities purchase agreement (“Post-Signing Pre-Funded SPA,” collectively with
the Signing Pre-Funded SPAs, the “Pre-Funded SPAs”), pursuant to which such Pre-Funded Investor purchased for approximately
$9.3 million an additional Pre-Funded Convertible Note with a principal amount of approximately $10.9 million and a Pre-Funded Warrant,
on the same terms and conditions as the Signing Pre-Funded SPA (such investments contemplated by the Signing Pre-Funded PIPE Agreements
and the Post-Signing Pre-Funded SPA, the “Pre-Funded Note Investment”).

Pursuant to the Business Combination Agreement,
the aggregate consideration (the “Aggregate Consideration”) to be paid to the holders of securities of Merlin (the
“Merlin Equity Holders”) (other than the holders of the Pre-Funded Convertible Notes and the Pre-Funded Warrants in
respect of those securities) in, or in connection with, the Merger shall be the number of shares of New Merlin Common Stock equal to the
quotient of: (a) $800,000,000 (the “Purchase Price”), divided by (b) the price at which each Public Share may be redeemed
in connection with the EGM.

The consideration to be paid in, or in connection
with, the Merger to each holder of a Pre-Funded Convertible Note (the “Convertible Note Consideration”) shall be a
number of shares of New Merlin’s 12.0% Series A Cumulative Convertible Preferred Stock, par value $0.0001 per share (“Series
A Preferred Stock”) equal to the quotient, rounded up to the nearest whole share, of (i) the total outstanding principal and
accrued and unpaid interest on each Pre-Funded Convertible Note as of one day prior to the Closing, divided by (ii) $10.20 (with respect
to the Pre-Funded Convertible Notes sold pursuant to the Pre-Funded NPAs), as may be adjusted pursuant to the terms and conditions of
such Pre-Funded Convertible Notes, or $12.00 (with respect to the Pre-Funded Convertible Notes sold pursuant to the Pre-Funded SPAs).

3

The consideration to be paid in, or in connection
with, the Merger to each holder of a Pre-Funded Warrant (the “Pre-Funded Warrant Consideration”) shall be one or more
warrants to purchase a number of shares of New Merlin Common Stock (“New Merlin Series A Warrants”) equal to the quotient
of (i) the aggregate exercise price of such Pre-Funded Warrant immediately prior to the Effective Time, divided by (ii) $12.00.

Upon the terms and subject to the satisfaction
or waiver of the conditions of the Business Combination Agreement, at the Effective Time:

(1) each
share of Merlin Common Stock that is owned by the Company, Merger Sub, or Merlin immediately prior to the Effective Time (each, an “Excluded
Share”) will be canceled and shall cease to exist and no consideration will be delivered in exchange therefor;

(2) each
share of Merlin Common Stock that is issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) will
be canceled and converted into the right to receive a number of shares of New Merlin Common Stock equal to the Aggregate Consideration
divided by the fully diluted capital of Merlin, which is the sum (without duplication) of the aggregate number of shares of Merlin Common
Stock that are (i) issued and outstanding immediately prior to the Effective Time (including those issued upon conversion of all
issued and outstanding preferred stock of Merlin, as applicable, and excluding securities underlying the Pre-Funded Convertible Notes
or Pre-Funded Warrant), (ii) issuable upon full exercise of all issued and outstanding options of Merlin, and (iii) issuable
upon full settlement of all issued and outstanding Merlin RSU (as defined below) (such conversion ratio, the “Exchange Ratio”);

(3) each
option to purchase equity securities of Merlin (“Merlin Option”) will automatically cease to represent an option to
purchase Merlin Common Stock and be assumed and converted on the same terms and conditions as were applicable as of the Effective Time,
into an option to acquire that number of New Merlin Common Stock (rounded down to the nearest whole share) equal to the product of (A) the
number of shares of Merlin Common Stock subject to such Merlin Option and (B) the Exchange Ratio, at an exercise price per share
of Merlin Common Stock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (x) the exercise price
per share of Merlin Common Stock of such Merlin Option by (y) the Exchange Ratio;

(4) each
restricted stock unit in respect of equity securities of Merlin, granted pursuant to the 2018 Equity Incentive Plan of Merlin after the
date of the Business Combination Agreement and prior to the Effective Time (“Merlin RSU”), will cease to represent
a right to acquire shares of Merlin Common Stock and be assumed and converted on the same terms and conditions as were applicable as
of the Effective Time, into a restricted stock unit representing the right to acquire that number of New Merlin Common Stock (rounded
down to the nearest whole share) equal to the product of (A) the number of shares of Merlin Common Stock subject to such Merlin
RSU and (B) the Exchange Ratio;

(5) each
Pre-Funded Convertible Note that is outstanding immediately prior to the Effective Time will automatically be canceled and converted
into the right to receive the Convertible Note Consideration;

(6) each
Pre-Funded Warrant that is outstanding and unexercised immediately prior to the Effective Time will automatically be canceled and converted
into the right to receive the Pre-Funded Warrant Consideration; and

(7) (x) each
then issued and outstanding Post-Domestication Right shall convert automatically into one-tenth of one share of New Merlin Common Stock,
pursuant to that certain Rights Agreement, dated as of October 31, 2024, by and between the Company and the right agent with any
fractional shares of New Merlin Common Stock to be issued in connection with such conversion rounded down to the nearest whole share;
and (y) each then issued and outstanding Post-Domestication Unit shall be canceled and will thereafter entitle the holder thereof
to one and one-tenth (1.1) shares of New Merlin Common Stock, with any fractional shares of New Merlin Common Stock to be issued in connection
with such separation rounded down to the nearest whole share.

4

Closing Conditions

The obligations of the Company and Merlin to consummate the Proposed
Business Combination are subject to the satisfaction or waiver of other customary closing conditions, including without limitation: (i) the
adoption and/or approval, as applicable, by the Company’s shareholders of the Transaction Proposals, which we received pursuant
to the EGM held on March 12, 2026, (ii) the approval of the Business Combination Agreement and the Proposed Business Combination
(including the Merger) by the affirmative vote or written consent of the Merlin Stockholders, pursuant to the terms and in accordance
with satisfaction of the conditions of the organizational documents of Merlin and applicable law, which was received on February 12, 2026,
(iii) no adverse law or order, (iv) the registration statement covering the Proposed Business Combination becoming effective,
in connection with the Registration Statement was declared effective by the SEC on February 12, 2026, (v) approval of the listing
of the New Merlin Common Stock on the Nasdaq Stock Market LLC, subject to satisfaction of the round lot holders requirement for initial
listing, (vi) the accuracy of the representations and warranties and the performance of the covenants and agreements of each of the
parties to the Business Combination Agreement, in each case subject to certain qualifiers, (vii) with respect to the Proposed Business
Combination, the expiration of all waiting periods (and any extensions thereof) under the Hart-Scott-Rodino Act, in connection with which
the waiting period with respect to the Proposed Business Combination expired on October 30, 2025, (viii) the completion of the Domestication,
and (ix) duly executed pay-off letters certifying certain indebtedness of Merlin and its subsidiaries, as specified in the Business
Combination Agreement, shall have been paid off, to the extent it is paid off pursuant to the Business Combination Agreement.

Sponsor Support Agreement

Concurrently with the execution of the Business
Combination Agreement, the Company entered into the Sponsor Support with Merlin, the Sponsor and Inflection Point Fund (each a “Restricted
Holder” and together, the “Restricted Holders”), pursuant to which each Restricted Holder agreed to, among
other things, (i) vote in favor of adoption of the Transaction Proposals, (ii) vote against any Alternative Transaction (as defined in
the Business Combination Agreement) and any merger agreement or merger other than the Transaction Proposals, the Business Combination
Agreement and the Proposed Business Combination; (iii) vote against any change in the business, management, or board of directors of the
Company (other than in connection with the Transaction Proposals or pursuant to the Business Combination Agreement or ancillary agreements)
and (iv) vote against any proposal, action or agreement that would (A) impede, interfere, frustrate, prevent or nullify any provision
of the Sponsor Support Agreement, the Business Combination Agreement or the Proposed Business Combination, (B) result in a breach in any
respect of any covenant, representation, warranty or any other obligation or agreement of the Company under the Business Combination Agreement,
(C) result in any of the closing conditions of the Business Combination Agreement not being fulfilled, (D) result in a breach of any covenant,
representation or warranty or other obligation or agreement of such Restricted Holder contained in the Sponsor Support Agreement or (E)
change in any manner the dividend policy or capitalization of, including the voting rights of any class of capital stock of, the Company.
In addition, pursuant to the Sponsor Support Agreement, each Restricted Holder, severally, agreed to waive, subject to the consummation
of the Proposed Business Combination, any and all anti-dilution rights with respect to the rate that the Class B Ordinary Shares convert
into the Class A Ordinary Shares in connection with the transactions contemplated by the Business Combination Agreement.

Stockholder Voting and Support Agreement

Concurrently with the execution of the Business
Combination Agreement, the holders of equity securities of Merlin (the “Merlin Stockholders”) and Merlin entered into
the Voting and Support Agreement (the “Stockholder Voting and Support Agreement”), pursuant to which Merlin Stockholders
have agreed to, among other things, vote (or act by written consent) (a) to approve and adopt the Business Combination Agreement and the
consummation of the Proposed Business Combination; (b) against any Alternative Transaction or any proposal relating to an Alternative
Transaction; (c) against any merger agreement or merger (other than the Business Combination Agreement and the Proposed Business Combination),
consolidation, combination, sale of substantial assets, reorganization, recapitalization, dissolution, liquidation or winding up of or
by Merlin; (d) against any change in the business or board of directors of Merlin (other than pursuant to the Business Combination Agreement
or the Ancillary Documents (as defined in the Business Combination Agreement)); (e) against any proposal, action or agreement that would
(A) impede, interfere, frustrate, prevent or nullify any provision of the Stockholder Voting and Support Agreement, the Business Combination
Agreement or the Proposed Business Combination, (B) result in a breach in any respect of any covenant, representation, warranty or any
other obligation or agreement of Merlin under the Business Combination Agreement, (C) result in any of the closing conditions of the Business
Combination Agreement not being fulfilled, (D) result in a breach of any covenant, representation or warranty or other obligation or agreement
of such Merlin Stockholder contained in the Stockholder Voting and Support Agreement or (E) change in any manner the dividend policy or
capitalization of, including the voting rights of any class of capital stock of, Merlin and (f) to convert all outstanding shares of preferred
stock of Merlin into Merlin Common Stock as of immediately prior to the Effective Time, conditioned upon and subject to the closing of
the Proposed Business Combination, in accordance with the organizational documents of Merlin.

5

Pursuant to the Stockholder Voting and Support
Agreement, until the earliest of the Closing, termination of the Business Combination Agreement or the liquidation of Merlin, no Merlin
Stockholder shall (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose
of or agree to dispose of, directly or indirectly, any Subject Securities (as defined in the Stockholder Voting and Support Agreement),
(ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership
of any Subject Securities without the prior written consent of Merlin and the Company, unless such transfer is deemed a Permitted Transfer
(as defined in the Stockholder Voting and Support Agreement).

In addition, pursuant to the Stockholder Voting
and Support Agreement, each Merlin Stockholder has agreed not to commence, join in, facilitate, assist or encourage, and has agreed to
take all actions necessary to opt out of any class in any class action with respect to, any claim, derivative or otherwise, against the
Company, Merlin or any of their respective successors or directors, (a) challenging the validity of, or seeking to enjoin the operation
of, any provision of the Stockholder Voting and Support Agreement or (b) alleging a breach of any fiduciary duty of any person in connection
with the evaluation, negotiation or entry into the Stockholder Voting and Support Agreement, the Business Combination Agreement or the
Proposed Business Combination. Each Merlin Stockholder has also waived and agreed not to exercise any rights of appraisal or rights to
dissent from the Proposed Business Combination that they may have in respect of the Subject Securities.

Series A Preferred Stock Investment

In connection with the transactions contemplated
by the Business Combination Agreement, on August 13, 2025, the Company, Merlin and the accredited investor named therein (the “Closing
PIPE Investor”) entered into a Securities Purchase Agreement (the “Initial Series A SPA”). Pursuant to the
Series A SPA, the Closing PIPE Investor agreed, among other things, to purchase, at Closing, 4,901,961 shares of Series A Preferred
Stock, having the rights, preferences and privileges set forth in the Certificate of Designation of Preferences, Rights and Limitations
of 12.0% Series A Cumulative Convertible Preferred Stock (the “Certificate of Designation”) and a New Merlin Series
A Warrant, for an aggregate purchase price of $50 million. Each share of Series A Preferred Stock will have a stated value of $12.00
(the “Stated Value”). On November 17, 2025, we and Merlin entered into an amendment to the Initial Series A SPA
with the Closing PIPE Investor (“Amendment No. 1 to the Initial Series A SPA”), pursuant to which the Closing PIPE
Investor agreed to increase its investment to $100 million, for which it will receive 9,803,922 shares of Series A Preferred
Stock (at a price of $10.20 per share) and a New Merlin Series A Warrant to purchase a number of shares of New Merlin Common Stock equal
to the number of shares of New Merlin Common Stock into which such shares of Series A Preferred Stock are initially convertible (the “Initial
Closing PIPE Investment”).

Additionally, on November 17, 2025, we and
Merlin also entered into Securities Purchase Agreements (the “Additional Series A SPAs,” collectively with the Initial
Series A SPA, the “Series A SPAs”), with certain accredited investors as signatories thereto (the “Additional
Closing PIPE Investors”), pursuant to which, among other things, the Additional Closing PIPE Investors agreed to purchase, and
we agreed to sell, an aggregate of 1,666,668 shares of Series A Preferred Stock (at a price of $12.00 per share) and warrants to
purchase a number of shares of New Merlin Common Stock that is equal to 75% of the number of shares into which such shares of New Merlin
Preferred Stock are initially convertible (each, an “Upsized New Merlin Series A Warrant”), in a private placement,
on substantially the same terms as the Closing PIPE Subscription Agreement, for an aggregate purchase price of $20 million (the “Additional
Closing PIPE Investment,” together with the Initial Closing PIPE Investment, the “Closing PIPE Investment”).

In connection with the Proposed Business Combination,
we filed a Registration Statement on Form S-4 (File No. 333-292719) with the U.S. Securities and Exchange Commission (the “SEC”)
on January 14, 2026 (as amended, the “Registration Statement”), which was declared effective by the SEC on February
12, 2025, at 4:00 PM. On February 13, 2025, we commenced mailing of the definitive proxy statement and other relevant documents to our
shareholders as of the record date established for voting on the Proposed Business Combination.

On March 12, 2026, at the offices of White & Case LLP at 1221
Avenue of the Americas, New York, New York 10020, we held the EGM to approve proposals in connection with the Proposed Business Combination.
Each of the proposals to vote on the Proposed Business Combination (collectively, the “Transaction Proposals”) was
approved by a requisite vote of the shareholders. For more information on the results of the EGM, please see the Current Report on Form
8-K filed with the SEC on March 12, 2026 (File No. 001-42392).

Having received the requisite vote of our shareholders,
we expect to consummate the Proposed Business Combination on March 16, 2026. Additionally, the parties have received the approval of Nasdaq
to list the securities of New Merlin under “MRLN” following the consummation of the Proposed Business Combination. For more
information on the Proposed Business Combination, please see our Prospectus filed with the SEC on February 12, 2026, pursuant to Rule
424(b)(3) (File No. 333-292719).

6

Business Strategy

At the time of the IPO, we developed the following
high level business strategy that we used and, in the unlikely event that we do not consummate the Proposed Business Combination, may
continue to use to screen for and evaluate target businesses. In connection with the Proposed Business Combination, we sought to capitalize,
and in the unlikely scenario we do not consummate the Proposed Business Combination and instead seek to complete another initial business
combination, we may seek to capitalize on the collective experience and complimentary expertise of our co-founders, management team and
Sponsor. We believe that they are well-positioned to identify attractive Business Combination opportunities within the technology industry,
as well as attractive business opportunities within sectors that are being transformed via technology adoption. Our objectives are to
generate attractive returns for shareholders and enhance value through improving operational performance of the acquired company. We favor
potential target companies with certain industry and business characteristics that we believe will provide favorable returns for our shareholders,
as set forth in “Investment Criteria,” below.

We believe that we are in the midst of a new wave
of transformational change as technology continues to evolve to serve an increasingly digital world. This provides a wide range of potential
targets including not only traditional technology companies, but also companies that are in the midst of a technology-driven technological
evolution. Below is a sub-set of structural shifts that we believe will create multitudes of potential investment opportunities, including:

● Advanced connectivity driven by digital infrastructure
providing global internet access; including remote areas previously unserved by traditional telecommunications networks

● Adoption of AI capabilities such as machine learning
and natural-language processing — which is either currently impacting or has the near-term potential to impact effectively
all industries

● Continued mobile and digitalization across vast
swaths of the economy, and further accelerated via the experience of COVID-19

● ‘Digital-trust’ technologies facilitating
the continued development of online and mobile-first solutions across sensitive sectors (e.g., financial technology, payments, communications,
etc.)

● Widespread adoption of cloud computing and other
solutions that allow small and medium-sized companies to thrive without incurring substantial fixed costs

● Next-generation software development enabling
nontechnical employees and entrepreneurs to create applications and develop solutions that optimize complicated tasks and organizational
needs

Importantly, we believe that these trends stretch
far beyond what is generally considered TMT and provides a much larger landscape of potential investment opportunities. According to the
IDC, worldwide spending on Digital Transformation is expected to exceed $4 trillion by 2027, with an estimated annual growth rate
of over 16% over the 2022 to 2027 period. This is driven by the continued prioritization of digitization across industries as well as
the impact of data intensive tools such as AI.

Although we anticipate utilizing a wide lens in
anticipating potential opportunities in sectors undergoing technological change, in the unlikely event that we do not consummate the Proposed
Business Combination, we believe that the following sub-sectors are of particular interest based on our experience, network and focus.

● Artificial intelligence | Companies
that benefit from the continued development in artificial intelligence, including workforce augmentation, natural language processing,
coding, creative AI and technology underpinning autonomous vehicles

● Business services | Companies that
utilize technological solutions to deliver more efficient solutions across a range of activities, including data processing, customer
/ technical support and others

● Digital infrastructure | Companies
that create and manage towers, small cells, fiber optic networks and data centers; which benefit from growing investment in underlying
digital advancement

● Edtech | Companies that create technologies
to facilitate and enhance the learning experience, including applications, hardware, software and online content delivery

● Financial Services | Companies in
the traditional financial services ecosystem that are in the midst of a digital transformation.

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● Fintech | Companies that provide more
efficient, cheaper and user-friendly financial services to customers or facilitate the infrastructure to provide such services

● Media | Companies that control the distribution
(either broadcasting or streaming) and production of media entertainment, including music, cinema, television, sports and video games

● Retail/E-commerce | Companies that
enable both individuals and corporates to transact via new channels, including marketplaces, online auctions, travel, payment gateways,
aggregators and online ticketing companies

● Software | Companies that aim to develop
and provide software on a license or subscription basis across industries and processes

In the unlikely event that we do not consummate
the Proposed Business Combination, while we may focus on TMT industries, broadly defined, but we may ultimately choose to pursue an initial
business combination in other industries, which we identify as having similarly attractive investment and operating characteristics. To
the extent we identify attractive investments outside of the TMT industries, we are applying the same disciplined due diligence, execution
and value creation strategies to the investment. For example, the Proposed Business Combination contemplates an initial business combination
with an aerospace company.

With respect to the foregoing experiences of our
management team and Sponsor, past performance is not a guarantee (i) that we will be able to identify a suitable candidate for our
initial business combination or (ii) of success with respect to any business combination we may consummate. You should not rely on
the historical record of our management team and Sponsor as indicative of our future performance. For more information on the experience
and background of our Management Team, see “Item 10. Directors, Executive Officers and Corporate Governance.” of this
Report.

Investment Criteria

At the time of our IPO, we developed the following
high level, non-exclusive investment criteria that we used and may continue to use to screen for and evaluate target businesses. In connection
with the Proposed Business Combination, we sought to acquire, and in the unlikely scenario we do not consummate the Proposed Business
Combination and instead seek to complete another initial business combination, we may seek to acquire a business that:

●
utilizes our global network of contacts, which provides access to differentiated deal flow and significant deal-sourcing capabilities;

●
has a strong, experienced management team, or provides a platform to assemble an effective management team with a track record of driving growth and profitability;

●
provides a platform for add-on acquisitions, which we believe will be an opportunity for our Sponsor and its members and management team to deliver incremental shareholder value post-acquisition;

●
would benefit from our Co-Founders’ experience, which can be applied to improve the operations and market position of the target;

●
has a defensible market position, with demonstrated advantages when compared to its competitors and which create barriers to entry against new competitors;

●
has a differentiated or unique product and technology offering with multiple avenues for growth and margin expansion;

●
is at an inflection point, such as requiring additional management expertise, is able to innovate through new operational techniques, or where we believe we can drive improved financial performance;

●
is a fundamentally sound company that is underperforming its potential;

●
generates stable free cash-flow or has the near-term potential to generate sustainable free cash flow;

8

●
exhibits unrecognized value or other characteristics, desirable returns on capital, and a need for capital to achieve the company’s growth strategy, that we believe has been misevaluated by the marketplace based on our analysis and due diligence review;

●
has a diversified customer base better positioned to endure economic downturns, changes in the industry landscape and evolving customer, supplier and competitor preferences;

●
will offer an attractive risk-adjusted return for our shareholders, potential upside from growth in the target business and an improved capital structure that will be weighed against any identified downside risks; and

●
can benefit from being a publicly traded, is prepared to be a publicly traded company, and can utilize access to broader capital markets.

These criteria are not intended to be exhaustive.
Any evaluation relating to the merits of a particular initial business combination, including the Proposed Business Combination, has been
or may, in the future, be based, to the extent relevant, on these general guidelines as well as on other considerations, factors and criteria
that our management may deem relevant. If we do not consummate the Proposed Business Consummation and instead seek an alternative initial
business combination opportunity, and we subsequently decide to enter into our initial business combination with a target business that
does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria in our shareholder
communications related to our initial business combination, which, as discussed in this Report, would be in the form of proxy solicitation
materials or tender offer documents that we would file with the SEC.

Acquisition Process

As described above, we expect to consummate the
Proposed Business Combination with Merlin on March 16, 2026. Prior to the signing of the Business Combination Agreement, we conducted
a thorough due diligence review encompassing, among other things, meetings with incumbent management and employees, document reviews,
interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and
other information about the target and its industry which were made available to us. In the unlikely event we do not proceed with the
Proposed Business Combination and choose to move forward with a another target, we will undergo the same review process and proceed to
structure and negotiate the terms of the initial business combination transaction based on that review.

The time used to select and evaluate Merlin as
a target business and to structure and complete the Proposed Business Combination, and the costs associated with this process, are substantial.
If we do not consummate the Proposed Business Combination and instead pursue an alternative initial business combination opportunity,
the costs incurred with respect to the identification and evaluation of, and negotiation with, Merlin will result in our incurring losses
and will reduce the funds available for us to use to complete another initial business combination.

Because there are numerous special purpose acquisition
companies seeking to enter into an initial Business Combination with available targets, the competition for available targets with attractive
fundamentals or business models may increase, which could cause target companies to demand improved financial terms. Attractive deals
could also become scarcer for other reasons, such as economic or industry sector downturns (including a negative public perception of
mergers involving SPACs), geopolitical tensions, or increases in the cost of additional capital needed to close initial business combinations
or operate targets post-initial business combination. Thus, our ability to identify and evaluate a target company may be impacted by significant
competition among other special purpose acquisition companies in pursuing initial business combination transaction candidates and significant
competition may impact the attractiveness of the acquisition terms that we will be able to negotiate.

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Nasdaq 80% Fair Value Test

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.
In connection with the Proposed Business Combination, our board of directors determined that the value of Merlin exceeded such 80% test
on the date that the Business Combination Agreement was executed. If we pursue an alternate target, then our board of directors will make
the determination as to the fair market value of our initial business combination. While we consider it likely that our Board of Directors
will be able to make an independent determination of the fair market value of any other 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.

If we do not complete our initial business combination
within the completion window, while we do not currently intend to seek shareholder approval to amend our Articles to extend the amount
of time we will have to consummate an initial business combination as we anticipate to complete the Proposed Business Combination within
the completion window, we may elect to do so in the future. There is no limit on the number of extensions that we may seek; however, we
do not expect to extend the time period to consummate our initial business combination beyond 36 months from the closing of our IPO. 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 our founder shares and our private placement units will be
worthless.

The Proposed Business Combination contemplates
a merger subsidiary of our Company merging with and into Merlin, resulting in us acquiring 100% of the equity interests of Merlin. If
we do not consummate the Proposed Business Combination and instead pursue an alternate initial business combination, 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 (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.

We are not prohibited from pursuing an initial
business combination with a company that is affiliated with our Sponsor, officers, directors, the Company, or any of their respective
affiliates or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers,
directors, the Company or any of their respective affiliates. 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 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 were not required to obtain such an opinion with respect to the Proposed Business Combination.
However, we did receive an opinion from Newbridge Securities Corporation to the effect that as of such date and based on and subject to
various assumptions and limitations described in its written opinion, that (i) the Aggregate Consideration to be paid by us pursuant to
the Proposed Business Combination is fair, from a financial point of view as of such date, to the our Unaffiliated Shareholders (defined
as our shareholders other than (a) the Sponsor, (b) Inflection Point Fund, (c) officers, directors or affiliates of the Company, the Sponsor
or Inflection Point Fund, and (d) Public Shareholders who elect to redeem their shares prior to or in connection with the Business Combination),
and (ii) the Proposed Business Combination has an aggregate fair market value of at least eighty percent (80.0%) of the value of
the assets held in the Trust Account for the benefit of the Public Shareholders (excluding any deferred underwriters fees and taxes payable
on the income earned on the Trust Account) at the time of the Business Combination Agreement.

Members of our management team and our independent
directors directly or indirectly own Founder Shares and/or Private Placement 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.
Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination
if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with
respect to our initial business combination. For example, in connection with the Proposed Business Combination, our President and Chief
Executive Officer, Michael Blitzer, is expected to serve as a director of New Merlin after the consummation of the Proposed Business Combination.

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Each of our officers and directors presently has,
and any of them in the future may have additional, fiduciary, contractual or other obligations or duties to one or more other entities
pursuant to which such officer or director is or will be required to present an initial business combination opportunity to such entities.
Accordingly, if any of our officers or directors becomes aware of an initial 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 initial business combination opportunity to such other entity, subject to their fiduciary duties under Cayman
Islands law. Our Articles provide that, to the fullest extent permitted by law: (i) no individual serving as a director or an officer,
among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain from engaging directly or
indirectly in the same or similar business activities or lines of business as us; and (ii) we renounce any interest or expectancy
in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate opportunity
for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing legal
obligation of a director or officer to any other entity. As a result, the fiduciary duties or contractual obligations of our officers
or directors could materially affect our ability to complete our initial business combination.

In addition, our Sponsor, officers and directors
have sponsored and may sponsor or form other special purpose acquisition companies similar to ours or may pursue other business or investment
ventures during the period in which we are seeking an initial business combination. As a result, our Sponsor, officers and directors could
have conflicts of interest in determining whether to present initial business combination opportunities to us or to any other special
purpose acquisition company with which they may become involved. Any such companies, businesses or investments may present additional
conflicts of interest in pursuing an initial business combination target.

Shareholder Approval of Business Combination

Under the Articles, if we seek shareholder approval
in connection with any proposed initial business combination, as it is doing in connection with the Proposed Business Combination, it
may only complete such proposed initial business combination, including the Proposed Business Combination, if it receives an ordinary
resolution, being the affirmative vote of the holders of a majority of the Ordinary Shares, who, being present in person or by proxy and
entitled to vote at a general meeting, vote at such general meeting.

On March 12, 2026 at the offices of White & Case LLP at 1221 Avenue
of the Americas, New York, New York 10020, we held the EGM to approve proposals in connection with the Proposed Business Combination.
Each of the proposals was approved by the requisite vote of the shareholders.

Voting Restrictions in Connection with Shareholder
Meeting

Our Sponsor, directors and executive officers
have entered into the letter agreement, dated October 31, 2024 (the “Letter Agreement”), to vote their Ordinary Shares
in favor of the Business Combination Proposal, or, if we do not consummate the Proposed Business Combination and instead pursue an alternative
initial business combination opportunity, another proposal to approve the Business Combination. Further, concurrently with the execution
of the Business Combination Agreement, the Sponsor entered into the Sponsor Support Agreement (as defined below) with Merlin, pursuant
to which the Sponsor agreed to vote its shares in favor of all proposals being presented at the extraordinary general meeting.

In connection with the EGM, each of our Sponsor,
directors and executive officers voted their ordinary shares held by them, as applicable, in favor of the Business Combination Proposal
and the other Transaction Proposals.

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Permitted Purchases of Our Securities

On March 12, 2026, we held an EGM for our shareholders
to vote on the Proposed Business Combination. All proposals were approved by the requisite vote of the shareholders, and we expect to
consummate the Proposed Business Combination on March 16, 2026. Prior to the EGM, none of the Sponsor, our directors, officers or affiliates
purchased additional securities on the open market. In the unlikely scenario we do not consummate the Proposed Business Combination and
instead pursue an alternative initial business combination opportunity, at any time prior to an extraordinary general meeting to approve
an initial business combination, during a period when they are not then aware of any material nonpublic information regarding the Company
or its securities, the Sponsor or our directors, managers, officers, advisors and their affiliates may purchase Public Shares or Public
Rights in privately negotiated transactions or in the open market, or take other actions to incentivize non-redemption, although they
are under no obligation to do so. There is no limit on the number of Public Shares or Public Rights that such persons may purchase in
such transactions, subject to compliance with applicable law and Nasdaq rules. However, other than as expressly stated herein, they have
no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such
transactions. None of the funds in the Trust Account will be used to purchase Public Shares or Public Rights in such transactions. Such
purchases may include a contractual acknowledgment that such shareholder, although still the record holder of our securities, is no longer
the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that the Sponsor or our directors,
managers, officers, advisors and 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, 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.

The purpose of any such transactions could be
to (1) increase the likelihood of obtaining shareholder approval of the initial business combination, (2) reduce the number of Public
Rights outstanding and/or increase the likelihood of approval on any matters submitted to the public Share Right holders for approval
in connection with our initial Business Combination or (3) satisfy a closing condition in an agreement with a target that requires us
to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that such
requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business combination
that may not otherwise have been possible.

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

Our Sponsor, directors, officers, advisors and
their affiliates anticipate that they may identify the shareholders with whom our Sponsor, directors, officers, advisors and their affiliates
may pursue privately negotiated transactions 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, directors, officers, advisors and their affiliates enter into a private transaction,
they would identify and contact only potential selling or redeeming 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 general
meeting related to our initial Business Combination. Our Sponsor, directors, officers, advisors and their affiliates will select which
shareholders to purchase shares from based on the negotiated price and number of shares and any other factors that they may deem relevant,
and will be restricted from purchasing shares if such purchases do not comply with Regulation M under the Exchange Act and the other federal
securities laws.

The Sponsor or our directors, officers, advisors
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 the Sponsor or the Company’s directors,
managers, officers, advisors and their affiliates were to purchase Public Shares or Public Rights, 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:

● this Annual Report discloses, and any proxy statement and/or prospectus
filed in connection with such business combination would disclose, the possibility that the Sponsor or our directors, managers, officers,
advisors and their affiliates may purchase Public Shares or Public Rights from Public Shareholders outside the redemption process, along
with the purpose of such purchases;

● if the Sponsor or our directors, managers, officers, advisors and their affiliates were to purchase Public
Shares from Public Shareholders, they would do so at a price no higher than the price at which Public Shares may be redeemed;

12

● any of our securities purchased by the Sponsor or our directors, managers, officers, advisors and their
affiliates will not be voted in favor of the initial business combination;

● the Sponsor or our directors, managers, officers, advisors and their affiliates will 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 will disclose in a Form 8-K, before the extraordinary general meeting, the following material
items:

○ the amount of securities purchased outside of the redemption offer by the Sponsor or the Company’s,
the Company’s, or the target business’ directors, managers, officers, advisors and their affiliates, along with the purchase
price;

○ the purpose of the purchases by the Sponsor or the Company’s, the Company’s, or the target
business’ directors, managers, officers, advisors and their affiliates;

○ the impact, if any, of the purchases by the Sponsor or our directors, managers, officers, advisors and
their affiliates on the likelihood that the initial business combination will be approved;

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

○ the number of Public Shares for which the Company has received redemption requests pursuant to its redemption
offer.

Redemption If No Business Combination

We have until November 4, 2026 (or such later
date as our shareholders may approve in accordance with the Articles, subject to applicable law) to complete an initial business combination.
We expect to consummate the Proposed Business Combination on March 16, 2026. If we do not consummate the Proposed Business Combination
and instead pursue an alternative initial business combination opportunity and are unable to complete our initial business combination
by November 4, 2026 (or such later date as our shareholders may approve in accordance with the Articles), we will as promptly as reasonably
possible but not more than ten business days thereafter, redeem the Public Shares for a pro rata portion of the funds held in
the Trust Account, subject to our obligations under Cayman Islands law to provide for claims of creditors and the requirements of other
applicable law. In such event, the rights may be worthless.

The Sponsor and our officers and directors have
entered into Letter Agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account
with respect to any Founder Shares held by them if we fail to complete our initial business combination by November 4, 2026 (or such
later date as our shareholders may approve in accordance with the Articles, subject to applicable law). However, if we do not consummate
the Proposed Business Combination and instead pursue an alternative initial business combination opportunity, prior to which the Sponsor
or management team acquires Public Shares, they will be entitled to liquidating distributions from the Trust Account with respect to such
Public Shares if we fail to complete its initial business combination by November 4, 2026 (or such later date as our shareholders
may approve in accordance with the Articles, subject to applicable law).

The Sponsor, officers and directors have agreed,
pursuant to written agreements with us, that they will not propose any amendment to the Articles (A) to modify the substance or timing
of our obligation to allow redemption in connection with its initial business combination or to redeem 100% of its 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 redemption 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 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 issued and outstanding Public Shares.

13

We do not expect to liquidate nor dissolve as
we have received requisite shareholder approval for the Proposed Business Combination at the EGM, and we expect to consummate the Proposed
Business Combination by March 16, 2026. In the unlikely event we undergo liquidation or dissolution, we expect that all costs and expenses
associated with implementing our liquidation and dissolution, as well as payments to any creditors, will be funded from proceeds held
outside the Trust Account, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds
are not sufficient to cover the costs and expenses associated with implementing its liquidation and dissolution, to the extent that there
is any interest accrued in the Trust Account not required to pay income taxes on interest income earned on the Trust Account balance,
we may request the trustee to release to it an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

Without taking into account interest, if any,
earned on the Trust Account, the per-share redemption amount received by Public Shareholders upon our dissolution
would be approximately $10.49 as of December 31, 2025. The proceeds deposited in the Trust Account could, however, become subject to the
claims of our creditors who would have higher priority than the claims of Public Shareholders. We cannot assure you that the actual per-share redemption
amount received by Public Shareholders will not be substantially less than $10.49. 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 sought, and will continue to seek,
to have all vendors, service providers, prospective target businesses and other entities with which it does 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 its 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 we believe that such third party’s engagement would
be in our best interests under the circumstances. Examples of possible instances where we may engage a third party that refuses to execute
a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly
superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider
willing to execute a waiver. WithumSmith+Brown PC, our independent registered public accounting firm, and the underwriters of the IPO
have not, and will not, execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is
no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held
in the Trust Account, the 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, or a prospective target business with which we have entered into a written letter of intent, confidentiality
or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00
per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust
Account, if less than $10.00 per share due to reductions in the value of the trust assets, net of 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 the indemnity of the underwriters
of our IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked the Sponsor to reserve
for such indemnification obligations, nor has it independently verified whether the Sponsor has sufficient funds to satisfy its indemnity
obligations and we believe that the Sponsor’s only assets are our securities. Therefore, we cannot assure you that the Sponsor would
be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available
for our initial business combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not
be able to complete its 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) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account
as of the date of the liquidation of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the trust
assets, in each case less taxes payable, and the 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 the Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors would take legal
action on its behalf against the Sponsor to enforce the Sponsor’s indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal
action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine
that a favorable outcome is not likely. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption
price will not be less than $10.00 per Public Share.

We sought, and will seek, to reduce the possibility
that the 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. The Sponsor will also not be liable as to any claims under our indemnity
of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. We have access to working
capital with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation, currently
estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve
for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by
creditors.

If we file a bankruptcy or insolvency petition
or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in the Trust
Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims
of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we
cannot assure you we will be able to return $10.00 per Public Share to its Public Shareholders. Additionally, if we file a bankruptcy
or insolvency 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, preference or disposition”. As a result, a liquidator or
bankruptcy or other court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of directors
may be viewed as having breached its fiduciary duty to its 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, subject to applicable law and the Articles, (ii) in connection with a shareholder vote
to amend our Articles (A) to modify the substance or timing of our obligation to allow Redemptions in connection with our initial
business combination or to redeem 100% of our Public Shares if we do not complete our initial business combination within the 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, subject
to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the proposed 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
initial business combinationalone 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 the Articles,
like all provisions of the Articles, may be amended with a shareholder vote.

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

In connection with the Proposed Business Combination,
we provided the opportunity to Public Shareholders to redeem their Public Shares if they properly tendered their Public Shares pursuant
to the procedures outlined in our Registration Statement prior to March 10, 2025. If we do not consummate the Proposed Business Combination
and instead pursue an alternative initial business combination opportunity, we will provide our Public Shareholders with the opportunity
to redeem, regardless of whether they abstain, vote for, or against, our initial business combination, all or a portion of their Public
Shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including
interest earned on the funds held in the Trust Account (net of taxes payable), 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 was initially $10.00 per Public Share
as of immediately following our IPO. 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 Sponsor, officers and directors have entered into
the Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares,
shares underlying the Private Placement Units and any Public Shares they may hold in connection with the completion of our initial business
combination.

Manner of Conducting Redemptions

In connection with the Proposed Business Combination,
we provided the opportunity to Public Shareholders to redeem their Public Shares if they properly tendered their Public Shares pursuant
to the procedures outlined in our Registration Statement prior to 5:00 PM ET on March 10, 2025. In the unlikely event we do not consummate
the Proposed Business Combination as expected, and instead we pursue an alternative initial business combination opportunity, we will
provide our Public Shareholders with the opportunity to redeem all or a portion of their Class A Ordinary Shares upon the completion of
our initial business combination either (i) in connection with a general 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 requirement or whether we were deemed to be a foreign private issuer (which would require a tender
offer rather than seeking shareholder approval under SEC rules). Asset acquisitions and share purchases would not typically require shareholder
approval while direct mergers with our company (other than with a 90% subsidiary of ours) and any transactions where we issue more than
20% of our issued and outstanding Ordinary Shares or seek to amend our Articles would require shareholder approval. So long as we obtain
and maintain a listing for our securities on Nasdaq, we will be required to comply with 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 are contained in provisions of our Articles
and will apply whether or not we maintain our registration under the Exchange Act or our listing on Nasdaq. Such provisions may be amended
if approved by a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders
as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company,
so long as we offer redemption in connection with such amendment.

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

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

● file proxy materials with the SEC.

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

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If we seek shareholder
approval, we will complete our initial business combination only if we receive an ordinary resolution under Cayman Islands law and
our Articles, which requires the affirmative vote of at least a majority of the votes cast by such shareholders as, being entitled
to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the company. A quorum for such
meeting will be present if the holders of at least one third of issued and outstanding shares entitled to vote at the meeting are
represented in person or by proxy. Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter
Agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares, any shares underlying the Private Placement
Units and any Public Shares purchased during or after this offering (including in open market and privately-negotiated transactions)
in favor of our initial business combination (except that any Public Shares such parties may purchase in compliance with the
requirements of Rule 14e-5 under the Exchange Act would not be voted in favor of approving the initial business combination
transaction). For purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our
initial business combination once a quorum is obtained. As a result, in addition to our Sponsor’s Founder Shares and shares
underlying the Private Placement Units, we would need 8,120,834, or 32.5%, of the 25,000,000 Public Shares sold in the IPO to be
voted in favor of an initial business combination in order to have our initial business combination approved, assuming all
outstanding shares are voted. Assuming that only the holders of one-third of our issued and outstanding ordinary shares,
representing a quorum under our Articles vote their 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, which requires the
affirmative vote of at least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where
proxies are allowed, by proxy at the applicable general meeting of the company. In addition, prior to the closing of our initial
business combination, only holders of our Class B Ordinary Shares (i) will have the right to vote to appoint and remove directors
prior to or in connection with the completion of our initial business combination and (ii) will be entitled to vote on continuing
our company in a jurisdiction outside the Cayman Islands (including any special resolution required to amend our constitutional
documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in
a jurisdiction outside the Cayman Islands). These quorum and voting thresholds, and the voting agreement of our Sponsor, officers
and directors, may make it more likely that we will consummate our initial business combination. Each Public Shareholder may elect
to redeem their Public Shares irrespective of whether they vote for or vote against the proposed transaction, or whether they do not
vote or abstain from voting on the proposed transaction, or whether they were a public shareholder on the record date for the
general meeting held to approve the proposed transaction.

If a shareholder vote is not
required and we do not decide to hold a shareholder vote for business or other legal reasons, we will:

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

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

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

Upon the public
announcement of our initial business combination, if we elect to conduct redemption 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.

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 DWAC system, prior to the date set forth in the proxy materials or tender offer documents, as applicable.
In the case of proxy materials, this date may be up to two business days prior to the scheduled vote on the proposal to approve the initial
business combination. In addition, if we conduct redemptions in connection with a shareholder vote, we intend to require a public shareholder
seeking redemption of its Public Shares to also submit a written request for redemption to our transfer agent two business days prior
to the scheduled vote in which the name of the beneficial owner of such shares is included. The proxy materials or tender offer documents,
as applicable, that we will furnish to 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.

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Although the Proposed Business Combination does
not, 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, 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 or 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 following consummation of this offering,
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

In connection with the Proposed Business Combination,
we provided the opportunity to Public Shareholders to redeem their Public Shares if they properly tendered their Public Shares pursuant
to the procedures outlined in our Registration Statement prior to 5:00 PM ET on March 10, 2025. If we do not consummate the Proposed Business
Combination and instead pursue an alternative initial business combination opportunity, in connection with which we do not conduct redemptions
in connection pursuant to the tender offer rules, our Articles provide 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 shares sold in this offering 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 sold in the
IPO 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 an initial business combination with a target
that requires as a closing condition that we have a minimum net worth or a certain amount of cash. The Proposed Business Combination does
not have such a closing condition/.

Properties

Inflection Point’s executive offices are
located at 1345 Avenue of the Americas, Floor 47, New York, NY 10105, provided by an affiliate of the Sponsor free of charge,
and our telephone number is (212) 984-3835. We consider our current office space adequate for our current operations.

Employees

We currently have three officers: Michael Blitzer,
Robert Folino and Kevin Shannon. These individuals are not obligated to devote any specific number of hours to Inflection Point’s
matters but they devote as much of their time as they deem necessary to Inflection Point’s affairs until it has completed its initial
business combination. The amount of time they devote in any time period will vary based on whether a target business has been selected
for Inflection Point’s initial business combination and the stage of the Business Combination process it is in. We do not intend
to have any full time employees prior to the completion of our initial business combination, currently anticipated on March 16, 2026.

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Periodic Reporting

We are required to file Annual Reports on Form
10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events in a Current
Report on Form 8-K. The SEC maintains an Internet website that contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC. The SEC’s Internet website is located at www.sec.gov. In addition, the
Company will provide copies of these documents without charge upon request from us in writing at 1345 Avenue of the Americas, Fl 47, New
York, NY 10105 or by telephone at +1 (212) 984-3835.

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 the IPO, (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 30, and (2) the
date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year period.

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

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