NASDAQ: NPACU

A total of $301,650,750, comprised
of the proceeds from the Initial Public Offering and the Private Placement, was placed in the Trust Account maintained by Continental,
acting as trustee.

It is the job of our Sponsor
and Management Team to complete our initial Business Combination. Our Management Team is led by (i) Alexander Coleman, our co-Chairman
and co-Chief Executive Officer, and (i) Gary P. Smith, our co-Chairman and co-Chief Executive Officer. We must complete our initial Business
Combination by (x) April 25, 2027, the end of our Combination Period, which is 24 months from the closing of our Initial Public Offering,
(y) such earlier liquidation date as our Board may approve or (z) such later date as our shareholders may approve pursuant to the Amended
and Restated Articles. If our initial Business Combination is not consummated by the end of our Combination Period, our existence will
terminate, and we will distribute all amounts in the Trust Account as described elsewhere in this Report.

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

Abra Business Combination

The below subsection describes
the material provisions of the Abra BCA, but does not purport to describe all the terms thereof. This summary of the Abra BCA is qualified
in its entirety by reference to the complete text of the Abra BCA, a copy of which is included in the Report as Exhibit 2 and incorporated
by reference herein. Unless otherwise defined herein, the capitalized terms used in this subsection have the same meanings given to them
in the Abra BCA. Unless otherwise indicated, this Report does not assume the closing of the Abra Business Combination.

1

General Description of the Abra BCA

On March 16, 2026, we entered
into the Abra BCA with Abra and the Merger Sub. Pursuant to the Abra BCA and subject to the terms and conditions set forth therein, (i)
on or prior to the closing (the “Closing”, and the date and time of the Closing, the “Closing Date”) of the Abra
BCA, we will de-register from the Register of Companies of the Cayman Islands and transfer by way of continuation out of the Cayman Islands
and into the State of Delaware so as to re-domicile as and become a Delaware corporation pursuant to Part 12 of the Companies Act and
the applicable provisions of the Delaware General Corporation Law (the “Domestication”); and (ii) following the Domestication,
(A) Merger Sub will merge with and into Abra, with Abra continuing as the surviving entity (the “Merger”) and, as a result
of which, each issued and outstanding share of Abra immediately prior to the effective time of the Merger shall no longer be outstanding
and shall automatically be cancelled in exchange for a number of shares of our common stock (the “SPAC Common Stock”) equal
to the (i) the Merger Consideration, divided by (ii) the Fully-Diluted Company Shares (the “Exchange Ratio”). As a result
of the Merger and the other transactions contemplated by the Abra BCA, Abra will become our wholly-owned subsidiary, all upon the terms
and subject to the conditions set forth in the Abra BCA.

Additionally, at the effective
time of the Merger (the “Effective Time”), each outstanding and unexercised option (each, an “Abra Option”) to
purchase common stock of Abra, par value $0.0001 per share (the “Abra Common Stock”) will be assumed by and become an option
of our Company (each, an “Assumed Option”) containing the same terms, conditions, vesting and other provisions as are currently
applicable to such Abra Options, provided that each Assumed Option will be exercisable for the number of shares of SPAC Common Stock equal
to the Exchange Ratio multiplied by the number of shares of Abra Common Stock subject to the Abra Option as of immediately prior to the
Effective Time, rounded down to the nearest whole number, at an exercise price equal to the per share exercise price of the Abra Option
divided by the Exchange Ratio, rounded up to the nearest whole cent.

Consideration

The aggregate consideration
to be delivered to the security holders of Abra as of the Effective Time (collectively, the “Company Security Holders”) will
be a number of newly issued shares of SPAC Common Stock equal to Seven Hundred Fifty Million U.S. Dollars ($750,000,000), divided
by the Redemption Price (as defined in the Abra BCA) (the “Merger Consideration”), with each holder of Abra Common Stock
(each, a “Company Stockholder”) receiving for each share of Abra Common Stock held, a number of shares of SPAC Common Stock
equal to the Exchange Ratio.

The “Fully-Diluted Company
Shares” means (a) the total number of issued and outstanding shares of Abra Common Stock issued and outstanding as of immediately
prior to the Effective Time, plus (b) the aggregate number of shares of Abra Common Stock issuable upon, or pursuant
to, the exercise of Abra Options that are issued and outstanding as of immediately prior to the Effective Time, treating such outstanding
Abra Options as having been exercised in full (calculated using the treasury stock method of accounting).

Representations and Warranties

The Abra BCA contains representations
and warranties that are reasonably customary for similar transactions that are made by the parties as of the date of the Abra BCA, or
other specified dates, solely for the benefit of certain of the parties to the Abra BCA, and in certain cases are subject to specified
exceptions and materiality, Material Adverse Effect (as defined below), knowledge and other qualifications contained in the Abra BCA or
in information provided pursuant to certain disclosure schedules to the Abra BCA. “Material Adverse Effect” means, with respect
to any specified person or entity, any fact, event, occurrence, change or effect that has had or would reasonably be expected to have,
individually or in the aggregate, a material adverse effect upon (i) the business, assets, liabilities, results of operations, prospects
or condition (financial or otherwise) of such person or entity and its subsidiaries, taken as a whole, or (ii) the ability of such person
or entity or any of its subsidiaries on a timely basis to consummate the Merger, subject to customary exceptions.

No Survival

The representations and warranties
of the parties contained in the Abra BCA terminate as of, and do not survive, the Closing, and there are no indemnification rights for
another party’s breach. The covenants and agreements of the parties contained in the Abra BCA do not survive the Closing, except
those covenants and agreements to be performed after the Closing, which covenants and agreements will survive until fully performed.

2

Covenants of the Parties

Each party to the Abra BCA
has agreed to use its commercially reasonable efforts, and to cooperate fully with one another, to consummate the Abra Business Combination.
The Abra BCA also contains certain customary covenants by each of the parties that apply during the period between the signing of the
Abra BCA and the earlier of the Closing or the termination of the Abra BCA (the “Interim Period”), including (i) the provision
of access to the applicable party’s properties, books and personnel; (ii) the operation of the parties’ respective businesses
in the ordinary course of business; (iii) the current and timely filing of our public filings; (iv) no insider trading; (v) notifications
to the other parties of certain breaches, consent requirements and other matters; (vi) obtaining third party and regulatory approvals;
(vii) tax matters; (viii) further assurances; (ix) public announcements; (x) confidentiality; and (xi) other covenants. The Abra
BCA also contains certain customary post-Closing covenants, including, without limitation, in regard to (1) tax matters; (2) the maintenance
of books and records; and (3) the indemnification of directors and officers.

Additionally, both our Company
and Abra agreed that it will not solicit or enter into a competing alternative transaction, in accordance with customary terms and
provisions set forth in the Abra BCA.

We agreed that we will not
approve, endorse or recommend, or publicly propose to approve, endorse or recommend, any Acquisition Proposal (as defined in the Abra
BCA), or otherwise change, withdraw, withhold, qualify or modify our recommendation to our shareholders for approval of the Abra BCA and
the Abra Business Combination (a “Change of Recommendation”); provided, however, that if our Board of Directors, after consultation
with our legal counsel, determines in good faith, that the failure to make a Change of Recommendation would be a breach of our fiduciary
duties to our shareholders under applicable law, then our Board of Directors may make a Change of Recommendation, provided that we deliver,
pursuant to procedures set forth in the Abra BCA, at least 48 hours’ advance written notice advising Abra of such withdrawal or
modification; provided that any Change of Recommendation shall not affect our obligations to call an extraordinary general meeting to
approve our Shareholder Approval Matters (as defined in the Abra BCA).

Abra will deliver to us financial
statements of Abra audited by a PCAOB-qualified auditor in accordance with PCAOB auditing standards, accompanied by an unqualified opinion
of the auditor thereon (collectively, the “Audited Financials”), as soon as reasonably practicable after the date of the Abra
BCA, but no later than forty-five (45) days from the date of the Abra BCA (the “Audit Delivery Date”). In addition, Abra will
deliver to us unaudited quarterly financial information through the Closing Date and for such periods as required by applicable law or
SEC Guidance to be included in the Abra Registration Statement.

Our Company and Abra will,
as promptly as practicable after the date of the Abra BCA, prepare and file the Abra Registration Statement with the SEC in connection
with the registration under the Securities Act, of the securities of our Company to be issued pursuant to the Abra Business Combination,
which will contain a proxy statement/prospectus for the solicitation of proxies from our shareholders to approve the Abra BCA, the Abra
Business Combination and related matters at an extraordinary general meeting of our shareholders (the “SPAC Special Meeting”),
and providing our Public Shareholders with an opportunity to request redemption of their Public Shares in connection with the Abra Business
Combination, as required by our Amended and Restated Articles and our IPO Registration Statement (the “Abra Redemptions”).

As promptly as practicable
after the Abra Registration Statement has become effective (and in all cases within two (2) business days following such date), Abra will
obtain and deliver to us a written consent of Abra’s stockholders in order to approve the Abra BCA and each of the ancillary documents
to which Abra is or is required to be a party or bound and the consummation of the transactions contemplated thereby (the “Abra
Stockholder Approval”). At our request, Abra shall make the members of its management reasonably available to participate in management
presentations, “road shows,” rating agency presentations, meetings with financing sources and similar events in connection
with obtaining the approval of our shareholders, any “share recycling” efforts by our Company and the obtaining of any debt
or equity financing (including Transaction Financing (as defined below), ratings or governmental or other third-party approvals.

The parties shall take all
action necessary so that, effective at the Closing, the post-Closing board of directors of our Company will consist of seven (7) individuals,
one (1) of whom will be designated by us (who shall be an independent director in accordance with the requirements of Nasdaq, three (3)
of whom will be designated by Abra (at least one (1) of whom shall be an independent director in accordance with the requirements of Nasdaq),
one (1) person who shall be our chief executive officer immediately following the Closing, and two (2) additional members (who shall be
independent directors in accordance with the requirements of Nasdaq) to be mutually agreed upon by our Company and Abra prior to the Closing,
each of whom shall have expertise in the financial technology/financial regulation industry. The parties shall also take all action necessary
so that the individuals serving as the chief executive officer and chief financial officer, respectively, of our Company immediately after
the Closing will be the same individuals (in the same office) as that of Abra immediately prior to the Closing (unless, at its sole discretion,
Abra desires to appoint another qualified person to either such role, in which case, such other person(s) identified by Abra shall serve
in such role or roles).

3

During the Interim Period,
our Company and Abra shall use reasonable best efforts to enter into written agreements for Transaction Financings with aggregate proceeds
of at least $150 million (on such terms and structuring and using such strategy, placement agents and approach, as our Company and Abra
shall mutually agree). “Transaction Financing” means a capital raising transaction in connection with the Abra
Business Combination structured as one or a combination of common equity, preferred equity, convertible equity or debt, non-redemption
or backstop arrangements with respect to the Trust Account, a committed equity facility, debt facility, and/or other sources of cash or
cash equivalents, in each case, whether such investment is into our Company or Abra.

Conditions to Closing

The obligations of the parties
to consummate the Abra Business Combination are subject to various conditions, including the following mutual conditions of the parties,
unless waived: (i) the approval of the Abra BCA and the Abra Business Combination and related matters by the requisite vote of each of
our shareholders and Abra’s stockholders; (ii) the expiration or termination of any waiting period applicable to the consummation
of the Abra BCA under any antitrust laws; (iii) obtaining material regulatory approvals; (iv) no law or order preventing or prohibiting
the Abra Business Combination; (v) appointment of the Post-Closing Board consistent with the requirements of the Abra BCA; (vi) the effectiveness
of the Abra Registration Statement; (vii) we shall have amended and restated our certificate of incorporation in a form satisfactory to
us and Abra; (viii); the SPAC Common Stock shall have been approved for listing on Nasdaq upon the Closing; and (ix) we shall have adopted,
on or prior to the Closing, an equity incentive plan in a form satisfactory to us and Abra, and which will provide for awards for a number
of shares of SPAC Common Stock representing a percentage (to be mutually agreed upon by us and Abra) of the aggregate number of shares
of SPAC Common Stock issued and outstanding immediately after the Closing.

In addition, unless waived
by Abra, the obligations of Abra to consummate the Abra Business Combination are subject to the satisfaction of the following closing
conditions, in addition to customary certificates and other closing deliveries: (i) the representations of our Company relating to
organization and standing, authorization, non-contravention, capitalization (other than certain portions of such representation in the
Abra BCA) and finders and brokers being true and correct in all material respects on and as of the date of the Abra BCA and as of
the Closing Date; (ii) the representations and warranties of our Company set forth in certain portions of the capitalization representation
being true and correct in all respects (except for de minimis inaccuracies) on and as of the date of the Abra BCA and
as of the Closing Date; (iii) all other representations and warranties of our Company being true and correct (without giving effect to
any limitations as to “materiality” or any similar limitation set forth herein) in all respects on and as of the date of the
Abra BCA and as of the Closing Date, as though made on and as of the Closing Date, except where the failure of such representations and
warranties to be true and correct, individually and in the aggregate has not had a Material Adverse Effect; (iv) our Company having performed
in all material respects its obligations and complied in all material respects with the covenants and agreements under the Abra BCA required
to be performed or complied with by us on or prior to the Closing Date; and (v) the sum of (x) the aggregate cash proceeds available for
release from the Trust Account (after giving effect to the completion and payment of the Abra Redemptions), plus (y)
the net proceeds of any Transaction Financings, shall equal or exceed $40,000,000 after deducting all Expenses (as defined in the Abra
BCA) of our Company and Abra (the “Net Cash Proceeds”).

Unless waived by us, our obligations
to consummate the Abra Business Combination are subject to the satisfaction of the following closing conditions, in addition to customary
certificates and other closing deliveries: (i) the representations of Abra relating to organization and standing, authorization,
non-contravention, capitalization (other than the certain portions of such representation in the Abra BCA) and finders and brokers being
true and correct (without giving effect to any limitation as to “materiality” set forth therein) in all material respects
on and as of the date of the Abra BCA and as of the Closing Date; (ii) the representations and warranties set forth in certain portions of
the capitalization representation being true and correct in all respects on and as of the date of the Abra BCA and as of the Closing Date;
(iii) all other representations and warranties of Abra being true and correct (without giving effect to any limitation as to “materiality”
or “Material Adverse Effect” or any similar limitation set forth herein) in all respects on and as of the date of the Abra
BCA and on and as of the Closing Date, except where the failure of such representations and warranties to be true and correct, individually
and in the aggregate has not had a Material Adverse Effect; (iv) Abra having performed in all material respects all of its obligations
and complied in all material respects with all of its agreements and covenants under the Abra BCA required to be performed or complied
with on or prior to the Closing Date; (v) absence of any Material Adverse Effect with respect to Abra since the date of the Abra
BCA; (vi) the Non-Competition Agreement (as defined in the Abra BCA), each Lock-Up Agreement (as defined below), the Insider Letter Amendment
(as defined in the Abra BCA) and the Amended Registration Rights Agreement (as defined below) being in full force and effect as of the
Closing; (vii) certain related party loans issued by Abra to its officers and directors having been repaid or cancelled; (viii)
our Company having received an employment agreement, effective as of the Closing, in form and substance reasonable to us, between William
Barhydt and our Company, and each such employment agreement duly executed by the parties thereto; (ix) Abra shall have delivered to us
evidence that consents from certain specified lenders have been received; (x) Abra shall have delivered to us evidence that certain trademark
assignment(s) shall have been completed; (xi) Abra shall have delivered to us evidence that certain securities of Plutus Financial Holdings,
Inc. (“Plutus”) have been satisfied in accordance with the terms of a letter agreement, by and between Plutus
and Abra; (xii) Abra shall have delivered to us a Foreign Investment in Real Property Tax Act certificate; and (xiii) Abra shall have
delivered to us certain documentation with respect to its F Reorganization (as defined in the Abra BCA).

4

Termination

The Abra BCA may be terminated
at any time prior to the Closing by either us or Abra if the Closing does not occur by October 15, 2026, or such other date as may be
extended pursuant to the Abra BCA.

The Abra BCA may also be terminated
under certain other customary and limited circumstances at any time prior the Closing, including, among other reasons: (i) by mutual written
consent of our Company and Abra; (ii) by written notice by either our Company or Abra to the other if a governmental authority of competent
jurisdiction shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Abra
Business Combination, and such order or other action has become final and non-appealable; (iii) by Abra for our uncured material breach
of Abra BCA, such that the related closing condition would not be met; (iv) by us for Abra’s uncured material breach of the Abra
BCA, such that the related closing condition would not be met; (v) by us, if there shall have been a Material Adverse Effect on Abra following
the date of the Abra BCA which is (or are) not cured or cannot be cured prior to twenty (20) business days after written notice thereof
is delivered to Abra; (vi) by either Abra or us if we hold the SPAC Special Meeting to approve the Abra BCA and the Abra Business Combination,
and such approval is not obtained; (vii) by either Abra or us if Abra does not receive its stockholder approval within ten (10) business
days following the Abra Registration Statement being declared effective by the SEC; and (viii) by written notice from us to Abra if Abra
has not delivered the Audited Financials on or before the Audit Delivery Date.

If the Abra BCA is terminated,
all further obligations of the parties under the Abra BCA (except for certain obligations related to public announcements, confidentiality,
effect of termination, fees and expenses, trust fund waiver, and customary miscellaneous provisions) will terminate, and no party to the
Abra BCA will have any further liability to any other party thereto except for liability for fraud or for willful breach of the Abra BCA
prior to such termination.

Trust Account Waiver

Abra agreed that it and its
affiliates will not have any right, title, interest or claim of any kind in or to any monies in our Trust Account held for our Public
Shareholders, and has agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).

Governing Law

The Abra BCA is governed by
New York law and, the parties are subject to exclusive jurisdiction of federal and state courts located in New York County, State of New
York (and any appellate courts thereof).

Ancillary Agreements

Company Support Agreement

Simultaneously with the execution
of the Abra BCA, stockholders of Abra holding capital stock of Abra sufficient to approve the adoption of the Abra BCA and approve the
Merger and the other transactions contemplated by the Abra BCA (the “Company Support Stockholders”) entered into support agreements
(each, a “Company Support Agreement”), pursuant to which, among other things, each Company Support Stockholder agreed to vote
its shares of capital stock of Abra (the “Subject Stock”) in favor of the adoption of the Abra BCA, the ancillary documents,
the approval of the Abra Business Combination and any amendments to Abra’s organizational documents in connection therewith, subject
to certain customary conditions. Each Company Support Stockholder also agreed to take certain other actions in support of the Abra BCA
and the Abra Business Combination (and any actions required in furtherance thereof) and to refrain from taking actions that would adversely
affect their ability to perform such Company Support Stockholder’s obligations under the Company Support Agreement and each such
Company Support Stockholder unconditionally and irrevocably waived any and all pre-emption rights, rights of first offer, rights of first
refusal, rights of participation, tag-along rights and all other similar rights that such Company Support Stockholder may have in respect
of the Abra Business Combination. Each Company Support Stockholder also agreed not to transfer their Subject Stock during the period from
and including the date of the Company Support Agreement and the first to occur of the date of Closing or the date on which the Company
Support Agreement is terminated, subject to certain customary exceptions.

5

Lock-Up Agreements

Simultaneously with the execution
of the Abra BCA, certain stockholders of Abra (the “Lock-Up Holders”) entered into lock-up agreements (each, a “Lock-Up
Agreement”), pursuant to which each Lock-Up Holder agreed not to (i) lend, offer, pledge, hypothecate, encumber, donate, assign,
sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant
to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of SPAC Common Stock to be received by such Lock-Up
Holder in the Abra Business Combination, (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 such shares of SPAC Common Stock, or (iii) publicly disclose the intention to do
any of the foregoing, for a period commencing from the Closing and ending on the date that is eighteen (18) months after the Closing (subject
to early release on the earlier upon (x) the date on which the volume-weighted average trading price of SPAC Common Stock quoted
on Nasdaq (or such other exchange on which the SPAC Common Stock may then be listed) is greater than or equal to $12.50 for any 10
trading days within any 20 trading day period beginning after the Closing and (y) subsequent to the Closing, the date on which we consummate
a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of its stockholders having
the right to exchange their shares of SPAC Common Stock for cash, securities, or other property), subject to certain customary transfer
exceptions.

Sponsor Support Agreement

Simultaneously with the execution
of the Abra BCA, our Company, Abra and our Sponsor, entered into a support agreement (the “Sponsor Support Agreement”), pursuant
to which the Sponsor agreed, among other things, to (A) waive its anti-dilution rights with respect to the Founder Shares held by the
Sponsor; and (B) vote all of our Ordinary Shares held by it in favor of (i) the Abra BCA and the Abra Business Combination (ii) each other
proposal included in the proxy statement for the SPAC Special Meeting and for which our Board of Directors has recommended that the our
shareholders vote in favor and against any competing transaction. In addition to the foregoing, the Sponsor Support Agreement prevents
transfers of the securities of our Company held by the Sponsor between the date of the Sponsor Support Agreement and its termination,
subject to certain limited exceptions. Additionally, the Sponsor agreed to amend the Letter Agreement as follows:

With respect to 50% of the
Founder Shares (the “Unlocked Founder Shares”):

(a) If the Net Cash Proceeds
upon the Closing are less than $75 million, the Unlocked Founder Shares shall be subject to Lock-Up (as defined in the Letter Agreement)
for a period of 180 days following the Closing;

(b) If the Net Cash Proceeds
are equal to or greater than $75 million, but less than $100 million, the Unlocked Founder Shares shall be subject to Lock-Up for a period
of 90 days following the Closing;

(c) If the Net Cash Proceeds
are equal to or greater than $100 million, the Unlocked Founder Shares shall not be subject to Lock-Up and will be freely tradeable upon
the Closing (subject to any restrictions imposed by the Securities Act).

With respect to the remaining
50% of the Founder Shares, such Founder Shares shall be subject to a lock-up period of eighteen (18) months from the Closing (the “Lock-Up
Period”), provided, that such Founder Shares will released from Lock-Up (as defined in the Letter Agreement), during the Lock-Up
Period, the volume-weighted average price of SPAC’s common stock is equal to or greater than $12.50 for 10 trading days in any 20-trading
day period.

Non-Competition and Non-Solicitation Agreement

Simultaneously with the execution
and delivery of the Abra BCA, Mr. Barhydt, the chief executive officer of Abra (the “Non-Compete Party”), entered into a Non-Competition
and Non-Solicitation Agreement (the “Non-Competition Agreement”) in favor of our Company and our subsidiaries (the “Covered
Parties”), pursuant to which the Non-Compete Party agreed for a period of two years after the Closing not to compete with the Covered
Parties and not to solicit the employees and customers of the Covered Parties. The Non-Compete Party also agreed not to disparage the
Covered Parties and to customary confidentiality requirements.

Amended and Restated Registration Rights
Agreement

Prior to the Closing, our
Company, the Sponsor and certain stockholders of Abra will enter into an amended and restated registration rights agreement (the “Amended
Registration Rights Agreement”) that will amend and restate the Registration Rights Agreement, pursuant to which such stockholders
of Abra, along with certain existing shareholders of our Company, will be entitled to customary demand and piggyback registration rights.

The form of Company Support
Agreement, form of Lock-Up Agreement, Sponsor Support Agreement, Non-Competition Agreement and form of Amended and Restated Registration
Rights Agreement, are filed herein as Exhibits 10.10, 10.11, 10.12, 10.13 and 10.14, and are incorporated herein by reference, and the
foregoing descriptions of the Company Support Agreement, Lock-Up Agreement, Sponsor Support Agreement, Non-Competition Agreement and
Amended and Restated Registration Rights Agreement are qualified in their entirety by reference thereto.

6

Our Management Team and Board of Directors

Our Management Team has proven
track records in identifying undervalued companies and cultivating strategies to maximize their operating results and market potential,
thereby generating value for stockholders. Our Management Team is led by our co-Chairmen and co-Chief Executive Officers, Alexander
Coleman and Gary P. Smith, who have worked together for almost two decades, including most recently with NPA I and NPA II:

●
NPA
I. NPA I went public in September 2019, generating gross proceeds of $230,000,000,
and completed a business combination with AST & Science LLC, a Delaware limited liability
company (“AST”) on April 6, 2021 (the “AST Business Combination”).
AST is building the first, and only, space-based global broadband cellular network to
operate directly with standard, unmodified mobile devices based on its extensive intellectual
property and patent portfolio. Its team of engineers and space scientists are on a mission
to eliminate the connectivity gaps faced by today’s five billion mobile subscribers
and finally bring broadband to the billions who remain unconnected. On April 6, 2021, the
following occurred: (a) NPA I was appointed as the managing member of AST and AST became
a subsidiary of NPA I; (b) NPA I changed its name to “AST SpaceMobile, Inc.”;
(c) immediately prior to the closing of the AST Business Combination, all then-outstanding shares
of Class B common stock, par value $0.0001 per share, of NPA I (“NPA Class B Common
Stock”) held by NPA I’s sponsor (the “Sponsor Stock”) converted into
shares of Class A common stock, par value $0.0001 per share, of NPA I (“NPA Class A
Common Stock”) immediately prior to the AST Business Combination; (d) each share of
NPA Class A Common Stock, including those converted as described in (c) above, was converted
into one share of Class A common stock of AST, and each warrant of NPA I (an “NPA Warrant”)
was converted into one warrant of AST; (e) AST restructured its capitalization, appointed
NPA I as its managing member and issued to NPA I 51,729,704 units of ownership interest in
AST (the “AST Common Units”), in exchange for which AST received the approximately
$227.0 million remaining in NPA I’s trust account following (i) the $4.8 million
payment of deferred underwriting commissions (ii) $0.2 million of redemptions made in
connection with NPA I’s special meeting of stockholders relating to the AST Business
Combination and (iii) the repayment of a $0.6 million related party loan between AST
and NPA I; (f) AST issued to the Company warrants to purchase up to 17,600,000 AST Common
Units; (g); certain PIPE investors purchased 23,000,000 shares of Class A Common Stock;
(h) NPA I issued 51,636,922 shares of NPA Class B Common Stock, which carries one vote
per share but no economic rights to the Existing AST Equityholders (other than Avellan);
and (i) NPA I issued 78,163,078 shares of Class C common stock of NPA I, which carries
ten votes per share, but no economic rights to Avellan. In connection with the acquisition,
less than 1% of NPA I’s public shares were redeemed. AST SpaceMobile’s closing
price on March 26, 2026 was $87.86.

●NPA II. NPA II went public in November 2021,
generating gross proceeds of $250,000,000. NPA II experienced redemptions of approximately 79% of its public shares in connection
with an extension in May 2023 and approximately 23% of its remaining public shares in connection with an extension in May 2024.
In November 2024, NPA II commenced its liquidation.

We believe that our Management
Team is well-positioned to identify an attractive target business within the consumer industry and that our proprietary deal
sourcing network, including fellow industry executives, private owners, private equity funds, and investment bankers, enable us to pursue
a broad range of opportunities across the consumer industry landscape. We believe that our ability to identify and implement operating
improvements is central to our differentiated acquisition strategy, and that our relationships in the industry and network of past colleagues
and associates greatly assist our transaction due diligence and execution.

The past performance of our
Management Team or our Board is not a guarantee of success with respect to any Business Combination we may consummate, including the Abra
Business Combination. You should not rely on the historical record of our Management Teams’ or our Board’s performance as
indicative of our future performance. Our officers and directors may have conflicts of interest with other entities to which they owe
fiduciary or contractual obligations with respect to initial Business Combination opportunities. Additionally, in recent years, a number
of target businesses have underperformed financially post-Business Combination. There are no assurances that the target business
with which we consummate our initial Business Combination will perform as anticipated, including Abra.

We believe our Management
Team have the skills and experience to identify, evaluate and consummate a Business Combination and is positioned to assist businesses
we acquire. However, our Management Team’s network and investing and operating experience do not guarantee a successful initial
Business Combination. The members of our Management Team are not required to devote any significant amount of time to our business and
are concurrently involved with other businesses. There is no guarantee that our current officers and directors will continue in their
respective roles, or in any other role, after our initial Business Combination, and their expertise may only be of benefit to us until
our initial Business Combination is completed.

7

Our Sponsor

Our Sponsor is a Delaware
limited liability company, which was formed in November 7, 2024 to invest in our Company. Although our Sponsor is permitted to undertake
any activities permitted under the Delaware Limited Liability Company Act and other applicable law, our Sponsor’s business is focused
on investing in our Company. Alex Coleman and Gary Smith are the managing members of New Providence Holdings III, LLC and hold
voting and investment discretion with respect to the securities held of record by the Sponsor. Messrs. Coleman and Smith own membership
interests in our Sponsor. Our Chief Financial Officer, Leo Valentine, has received an indirect interest in 50,000 Founder Shares through
membership interests in our Sponsor. In addition, each of our independent directors have received, for their services as a director,
an indirect interest in 10,000 Founder Shares through membership interests in our Sponsor, but have no right to control the Sponsor or
participate in any decision regarding the disposal of any security held by the Sponsor, or otherwise. Other than Messrs. Coleman and Smith,
none of the other members of our Sponsor participate in our Company’s activities. As of the date of this Report, Messrs. Coleman
and Smith each hold 19.5% of the Sponsor membership interests reflecting indirect interests in the Founder Shares held by our Sponsor
and 4.1% of the Sponsor membership interests reflecting indirect interests in the Private Placement Units held by our Sponsor.

Because our Sponsor acquired
the Founder Shares at a nominal price, our Public Shareholders incurred immediate and material dilution upon the closing of the Initial
Public Offering, assuming no value is ascribed to the Warrants included in the Units. Further, the Class A Ordinary Shares issuable
in connection with the conversion of the Founder Shares may result in material dilution to our Public Shareholders due to the anti-dilution rights
of our Founder Shares that may result in an issuance of Class A Ordinary Shares on a greater than one-for-one basis upon conversion.

The Founder Shares will automatically
convert into Class A Ordinary Shares concurrently with or immediately following the consummation of our initial Business Combination
or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions, share capitalizations,
reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A
Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial
Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at which Class B
Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding Class B
Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class A
Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 20% of the sum of (i) the
total number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary
Shares issued pursuant to the Over-Allotment Option and excluding the Private Placement Shares underlying the Private Placement Units),
plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing
of the initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the
initial Business Combination and any units issued to our Sponsor or any of its affiliates or to our officers or directors upon conversion
of any Working Capital Loans) minus (iii) any redemptions of Class A Ordinary Shares by Public Shareholders in connection with
the initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

If we raise additional funds
through equity or convertible debt issuances, our Public Shareholders may suffer significant dilution. This dilution would increase to
the extent that the anti-dilution provision of the Founder Shares result in the issuance of Class A Ordinary Shares on a greater
than one-for-one basis upon conversion of the Founder Shares at the time of our initial Business Combination. In addition, the cashless
exercise of the Public Warrants and Private Placement Units would further increase the dilution to our public shareholders.

In addition, in order to facilitate
our initial Business Combination or for any other reason determined by our Sponsor in its sole discretion, our Sponsor may surrender or
forfeit, transfer or exchange our Founder Shares, Private Placement Units or any of our other securities, including for no consideration,
as well as subject any such securities to earn-outs or other restrictions, or otherwise amend the terms of any such securities or
enter into any other arrangements with respect to any such securities. We may also issue Class A Ordinary Shares upon conversion
of the Class B Ordinary Shares at a ratio greater than one-to-one at the time of our initial Business Combination as a result
of the anti-dilution provisions as set forth therein.

Pursuant to the Letter Agreement,
each of our Sponsor, directors and officers has agreed to a lock-up and restrictions on their ability to transfer, assign, or sell
the Founder Shares and Private Placement Units and securities (including the securities underlying the Private Placement Units). Our Letter
Agreement may be amended without shareholder approval. Such transfer restrictions have been amended in connection with Business Combinations
for certain other SPACs. While we do not expect our Board to approve any amendment to the Letter Agreement prior to our initial Business
Combination, it may be possible that our Board, in exercising its business judgment and subject to its fiduciary duties, chooses to approve
one or more amendments to the Letter Agreement.

8

Business Strategy & Competitive Strengths

Our acquisition and value
creation strategy will be to identify, acquire and, after the initial Business Combination, build a company in the consumer sector, which
complements the experience of our Management Team and which can benefit from their management and operating expertise. In addition to
leveraging our Management Team’s network of proprietary and public transaction sources, where we believe the combination of our
relationships, knowledge and experience could effect a positive transformation or augmentation of an existing business to improve its
value proposition, we also plan to use the following competitive strengths to our advantage in the search and combination process:

●extensive experience in both investing in and operating across the consumer sector;

●experience in sourcing, structuring, acquiring, operating, developing, growing, financing and selling
businesses;

●relationships with sellers, financing providers and target management teams; and

●experience in executing transactions in the consumer sector under varying economic and financial market
conditions.

These networks have provided
our Management Team with a robust flow of Business Combination opportunities, including the Abra Business Combination. In addition, target
business candidates are brought to our attention from various unaffiliated sources, which include investment market participants, private
equity groups, investment banking firms, consultants, accounting firms and large business enterprises. Upon completion of the Initial
Public Offering, members of our Management Team have communicated with their networks of relationships to articulate the parameters for
our search for a target company and a potential Business Combination and have pursued and reviewed potentially interesting leads, including
Abra.

Acquisition Criteria

We have identified the following
general criteria and guidelines that we believe are important in evaluating prospective target businesses, including Abra. We seek to
acquire a company which:

●Has a market and/or cost leadership position and would benefit from our management expertise and extensive
relationships (i.e., “rewards stellar management”);

●Occupies relatively fast-growing markets (i.e., “top line growth”);

●Has strong drivers of revenue and earnings growth and exhibits “barriers to competition”;

●Has the potential to generate strong and stable free cash flow;

●Is underperforming its operating potential and underutilizing its balance sheet; and

●By “creating strategic value” offers an attractive risk-adjusted return for our stockholders.

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

9

Evaluation of a Target Business and Structuring of Our Initial Business
Combination

In evaluating a prospective
target business, such as Abra, we conduct an extensive due diligence review that encompasses, as applicable and among other things, meetings
with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review
of financial and other information about the target and its industry. We also utilize our Management Team’s operational and capital
planning experience.

Each of our directors and
officers directly or indirectly, owns 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,
other than Abra. Further, such officers and directors may have a conflict of interest with respect to evaluating a particular Business
Combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any
agreement with respect to our initial Business Combination.

Each of our officers and directors
presently have, and any of them in the future may have additional, fiduciary or contractual obligations to other entities, pursuant to
which such officer or director is or will be required to present a Business Combination opportunity to such entity subject to his or her
fiduciary duties. As a result, if any of our officers or directors becomes aware of a Business Combination opportunity that is suitable
for an entity to which he or she has then-current fiduciary or contractual obligations, then, subject to such officer’s and
director’s fiduciary duties under Cayman Islands law, he or she will need to honor such fiduciary or contractual obligations to
present such Business Combination opportunity to such entity, before we can pursue such opportunity. If these other entities decide to
pursue any such opportunity, we may be precluded from pursuing the same. Our Amended and Restated Articles provide that to the fullest
extent permitted by applicable law: (i) no individual serving as a director or an officer shall have any duty, except and to the
extent expressly assumed by contract, to refrain from engaging directly or indirectly in the same or similar business activities or lines
of business as us; and (ii) we renounce any interest or expectancy in, or in being offered an opportunity to participate in, any
potential transaction or matter which may be a corporate opportunity for any director or officer, on the one hand, and us, on the other.
As a result, the fiduciary duties of our officers or directors could materially affect our ability to complete our initial Business Combination.

In addition, our Sponsor and
our officers and directors may sponsor or form other SPACs similar to ours or may pursue other business or investment ventures during
the period in which we are seeking an initial Business Combination. As a result, our Sponsor, officers and directors could have conflicts
of interest in determining whether to present Business Combination opportunities to us or to any other 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, which could materially affect our ability to complete our initial Business Combination.

The time required to complete
our initial Business Combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty,
including the Abra Business Combination. Any costs incurred with respect to the identification and evaluation of, and negotiation with,
a prospective target business with which our initial Business Combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another Business Combination.

Because there are numerous
SPACs 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 Business Combinations
or operate targets post-Business Combination. Thus, our ability to identify and evaluate a target company may be impacted by significant
competition among other SPACs in pursuing Business Combination transaction candidates and significant competition may impact the attractiveness
of the acquisition terms that we will be able to negotiate.

10

Initial Business Combination

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

We will provide our Public
Shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial Business Combination
either (i) in connection with a general meeting called to approve the Business Combination, as will be the case for the Abra Business
Combination or (ii) without a shareholder vote by means of a tender offer. If we seek shareholder approval, we will complete our
initial Business Combination only if we receive an Ordinary Resolution. The decision as to whether we will seek shareholder approval of
a proposed Business Combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety
of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek shareholder approval
under applicable law or stock exchange listing requirement.

We have until April 25, 2027
to consummate an initial Business Combination or until such earlier liquidation date as our Board of Directors may approve, to consummate
our initial Business Combination. If we anticipate that we may be unable to consummate our initial Business Combination within such Combination
Period, we may seek shareholder approval to amend our Amended and Restated Articles to extend the date by which we must consummate our
initial Business Combination. If we seek shareholder approval for an extension, our Public Shareholders will be offered an opportunity
to redeem their Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned thereon (less taxes payable), divided by the number of then issued and outstanding Public Shares, subject to
applicable law.

If we are unable to complete our initial Business Combination within
the Combination Period, or by such earlier liquidation date as our Board of Directors may approve, we will redeem 100% of the Public Shares
at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned thereon
(less taxes, if any, payable and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then issued
and outstanding Public Shares, subject to applicable law and certain conditions as further described herein. While the pro rata Redemption
Price was approximately $10.33 per Public Share as of December 31, 2025, we cannot assure our Public Shareholders that we will in fact
be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of our Public Shareholders.

The Nasdaq Rules require that
we must complete one or more Business Combinations having an aggregate fair market value of at least 80% of the value of the assets held
in the Trust Account (excluding the Deferred Fee and taxes payable on the interest earned on the Trust Account, if any, and such test,
the “80% Test”). Our Board of Directors will make the determination as to the fair market value of our initial Business Combination.
If we do not consummate the Abra Business Combination and our Board of Directors is not able to independently determine the fair market
value of our initial Business Combination, we will obtain an opinion from an independent investment banking firm or another independent
entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we consider it likely that our
Board of Directors will be able to make an independent determination of the fair market value of our initial Business Combination, it
may be unable to do so if it is less familiar or experienced with the business of a particular target or if there is a significant amount
of uncertainty as to the value of the target’s assets or prospects. Additionally, pursuant to the Nasdaq Rules, any initial Business
Combination must be approved by a majority of our independent directors.

11

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

Status as a Public Company

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

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

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

Financial Position

With funds available for a
Business Combination as of December 31, 2025 in the amount of $309,996,143 (before redemptions, taxes payable on the interest earned,
if any, and payment of the Deferred Fee), we offer a target business a variety of options, such as creating a liquidity event for its
owners, providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its
debt ratio. Because we are able to complete our initial Business Combination using our cash, debt or equity securities, or a combination
of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid
to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and there can
be no assurance it will be available to us.

12

Potential Additional Financings

We may seek to raise additional
funds through a private offering of debt or equity securities in connection with the completion of our initial Business Combination and
we may effectuate our initial Business Combination using the proceeds of such offering rather than using the amounts held in the Trust
Account. We may need to obtain additional financing to complete our initial Business Combination, either because the transaction requires
more cash than is available from the proceeds held in our Trust Account or because we become obligated to redeem a significant number
of our Public Shares upon completion of the Business Combination, in which case we may issue additional securities or incur debt in connection
with such Business Combination. If we raise additional funds through equity or convertible debt issuances, our Public Shareholders may
suffer significant dilution and these securities could have rights that rank senior to our Public Shares. If we raise additional funds
through the incurrence of indebtedness, such indebtedness would have rights that are senior to our equity securities and could contain
covenants that restrict our operations. Further, as described above, due to the anti-dilution rights of our Founder Shares, our Public
Shareholders may incur material dilution. In addition, we target businesses with enterprise values that are greater than we could acquire
with the net proceeds of the Initial Public Offering and the Private Placement, and, as a result, if the cash portion of the purchase
price exceeds the amount available from the Trust Account, net of amounts needed to satisfy any redemptions by Public Shareholders, we
may be required to seek additional financing to complete such proposed initial Business Combination. We may also obtain financing prior
to the closing of our initial Business Combination to fund our working capital needs and transaction costs in connection with our search
for and completion of our initial Business Combination. There is no limitation on our ability to raise funds through the issuance of equity
or equity-linked securities or through loans, advances or other indebtedness in connection with our initial Business Combination,
including pursuant to any forward purchase agreements or backstop agreements into which we may enter. Subject to compliance with applicable
securities laws, we would only complete such financing simultaneously with the completion of our initial Business Combination. If we are
unable to complete our initial Business Combination because we do not have sufficient funds available to us, we will be forced to liquidate
the Trust Account. In addition, following our initial Business Combination, if cash on hand is insufficient, we may need to obtain additional
financing in order to meet our obligations. None of our Sponsors, officers, directors or shareholders is required to provide any financing
to us in connection with or after our initial Business Combination.

Sources of Target Businesses

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

This network has provided
our Management Team with a flow of referrals that has resulted in numerous transactions that were proprietary or where a limited group
of investors were invited to participate in the sale process. We believe that the network of contacts and relationships of our Management
Team provide us important sources of investment opportunities.

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

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

13

We will engage a finder only
to the extent our Management determines that the use of a finder may bring opportunities to us that may not otherwise be available to
us or if finders approach us on an unsolicited basis with a potential transaction that our Management determines is in our best interest
to pursue. Payment of a finder’s fee is customarily tied to completion of a transaction, in which case any such fee will be paid
out of the funds held in the Trust Account.

We are not prohibited from
pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers or directors, or completing the
Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors. While Abra is
not affiliated with our Sponsor, officers or directors, in the event we do not consummate the Abra Business Combination and we seek to
complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated Articles) with our
Sponsor (including its members), 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.

Lack of Business Diversification

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

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

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

Limited Ability to Evaluate the Target’s Management Team

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

Other than as described above
in connection with the Abra Business Combination, we cannot assure our shareholders that any of our key personnel will remain in senior
management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with
the combined company will be made at the time of our initial Business Combination.

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

14

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

We may conduct redemptions
without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended and Restated Articles.
However, we will seek shareholder approval if it is required by applicable law or stock exchange rule, or we may decide to seek shareholder
approval for business (as is the case with the Abra Business Combination as currently contemplated) or other reasons.

Under the Nasdaq Rules, shareholder
approval would be required for our initial Business Combination if, for example:

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

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

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

The decision as to whether
we will seek shareholder approval of a proposed Business Combination in those instances in which shareholder approval is not required
by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and
legal reasons, which include a variety of factors, including, but not limited to: (i) the timing of the transaction, including in
the event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval
or doing so would place us at a disadvantage in the transaction or result in other additional burdens on us; (ii) the expected cost
of holding a shareholder vote; (iii) the risk that the shareholders would fail to approve the proposed Business Combination; (iv) other
time and budget constraints of our Company; and (v) additional legal complexities of a proposed Business Combination that would be
time-consuming and burdensome to present to shareholders.

See “Abra Business Combination”
above for more information on the requisite approvals in connection with the Abra Business Combination.

Permitted Purchases of Our Securities

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

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

15

The purpose of any such transactions
could be to (1) increase the likelihood of obtaining shareholder approval of the Business Combination, (2) reduce the number
of Public Warrants outstanding and/or increase the likelihood of approval on any matters submitted to the Public Warrant holders for approval
in connection with our initial Business Combination or (3) satisfy a closing condition in an agreement with a target that requires
us to have a minimum net worth or a certain amount of cash at the closing of our initial Business Combination, where it appears that such
requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial Business Combination
that may not otherwise have been possible. To the extent that any Public Shares are purchased such purchases will be in compliance with
all of the requirements set forth in “Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01”
promulgated by the SEC, including that such Public Shares will not be voted.

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

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

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

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

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

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

16

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

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

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

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

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

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

Redemptions in Connection with Our Initial Business Combination

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

We will provide our Public Shareholders with the opportunity to redeem
all or a portion of their Public Shares, regardless of whether they abstain, vote for, or vote against, our initial Business Combination,
upon the completion of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination,
including interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding
Public Shares, subject to the limitations and on the conditions described herein. As of December 31, 2025, the Redemption Price was approximately
$10.33 per Public Share (before taxes payable, if any). The per share amount we will distribute to Public Shareholders who properly redeem
their Public Shares will not be reduced by the Deferred Fee we will pay to the Underwriters. Our Sponsor, officers and directors have
entered into the Letter Agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder
Shares, Private Placement Shares and any Public Shares they may hold in connection with the completion of our initial Business Combination.

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

See “Abra Business Combination”
above for more information on redemptions of our Public Shares in connection with the Abra Business Combination.

Manner of Conducting Redemptions

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

17

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

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

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

●file proxy materials with the SEC.

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

If we seek shareholder approval,
we will complete our initial Business Combination only if we receive an Ordinary Resolution. 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. A quorum for such meeting will be present if the holders of at least one third of issued
and outstanding Ordinary Shares entitled to vote at the meeting are represented in person or by proxy. Our Sponsor, officers and directors
will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor, officers and directors have agreed to vote their Founder
Shares, Private Placement Shares and any Public Shares purchased during or after the Initial Public Offering (including in open market
and privately-negotiated transactions, aside from shares they may purchase in compliance with the requirements of Rule 14e-5 under
the Exchange Act, which would not be voted in favor of approving the Business Combination transaction) in favor of our initial Business
Combination. For purposes of seeking approval of an Ordinary Resolution, non-votes will have no effect on the approval of our initial
Business Combination once a quorum is obtained. As a result, in addition to our Sponsor’s Founder Shares and Private Placement Shares,
we would need 11,080,588 shares, or approximately 36.92%, of the 30,015,000 Public Shares sold in the Initial Public Offering to be voted
in favor of an initial Business Combination in order to have our initial Business Combination approved by an Ordinary Resolution, assuming
all outstanding shares are voted, and the parties to the Letter Agreement do not acquire any Class A Ordinary Shares. Assuming that
only the holders of one-third of our issued and outstanding Ordinary Shares, representing a quorum under our Amended and Restated
Articles, vote their shares at a general meeting of the company, we will not need any Public Shares in addition to our Sponsor’s
Founder Shares and Private Placement Shares to be voted in favor of an initial Business Combination in order to approve an initial Business
Combination by an Ordinary Resolution. 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, we
would need 17,479,059 shares, or approximately 58.23% of the 30,015,000 Public Shares sold in the Initial Public Offering, to be voted
in favor of an initial Business Combination in order to have our initial Business Combination approved by a Special Resolution, assuming
the parties to the Letter Agreement do not acquire any Class A Ordinary Shares. Assuming that only the holders of one-third of our
issued and outstanding Ordinary Shares, representing a quorum under our Amended and Restated Articles, vote their shares, we would need
416,470 shares, or approximately 1.38% of the 30,015,000 Public Shares sold in the Initial Public Offering, to be voted in favor of an
initial Business Combination that is structured as a statutory merger or consolidation with another company in order to have our initial
Business Combination approved by a Special Resolution, the parties to the Letter Agreement do not acquire any Class A Ordinary Shares.

In addition, prior to the
closing of our initial Business Combination, only holders of our Class B Ordinary Shares have the right to vote (i) to appoint and
remove directors prior to or in connection with the completion of our initial Business Combination and (ii) 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.

18

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

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

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

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

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

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

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

19

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

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

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

Delivering Share Certificates in Connection with the Exercise
of Redemption Rights

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

There is a nominal cost associated
with the above-referenced process and the act of certificating the Public Shares or delivering them through the DWAC System. The
transfer agent will typically charge the broker submitting or tendering Public Shares a fee of approximately $100.00 and it would be up
to the broker whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or
not we require Public Shareholders seeking to exercise redemption rights to submit or tender their Public Shares. The need to deliver
Public Shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request to redeem such
Public Shares, once made, may be withdrawn at any time up to the date set forth in the proxy materials or tender offer documents, as applicable.
Furthermore, if a Public Shareholder delivered its certificate in connection with an election of redemption rights and subsequently decides
prior to the applicable date not to elect to exercise such rights, such Public Shareholder may simply request that the transfer agent
return the certificate (physically or electronically). It is anticipated that the funds to be distributed to our Public Shareholders electing
to redeem their Public Shares will be distributed promptly after the completion of our initial Business Combination.

20

If our initial Business Combination
is not approved or completed for any reason, then our Public Shareholders who elected to exercise their redemption rights would not be
entitled to redeem their Public Shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any
certificates delivered by Public Shareholders who elected to redeem their Public Shares.

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

Redemption of Public Shares and Liquidation if No Initial Business
Combination

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

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

Our Sponsor, officers and
directors have also agreed, pursuant to the Letter Agreement, that they will not propose any amendment to our Amended and Restated Articles
to modify (i) the substance or timing of our obligation to allow redemption in connection with our initial Business Combination or to
redeem 100% of our Public Shares if we do not complete our initial Business Combination within the Combination Period, or (ii) any other
material provisions relating to shareholders’ rights or pre-initial Business Combination activity, in each case unless we provide
our Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the
Trust Account (less taxes payable, if any), divided by the number of then outstanding Public Shares.

We expect that all costs and
expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining
out of the approximately $701,592 of proceeds held outside the Trust Account (as of December 31, 2025), although we cannot assure our
Public Shareholders that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs
and expenses associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the Trust Account
not required to pay taxes on interest income earned on the Trust Account balance, we may request the trustee to release to us an additional
amount of up to $100,000 of such accrued interest to pay those costs and expenses.

21

If we were to expend all of the net proceeds of the Initial Public
Offering and the Private Placement, other than the proceeds deposited in the Trust Account, and without taking into account interest,
if any, earned on the Trust Account, the Redemption Price upon our dissolution would be approximately $10.33 as of December 31, 2025.
The proceeds deposited in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority
than the claims of our Public Shareholders. We cannot assure our Public Shareholders that the actual per-share redemption amount
received by Public Shareholders will not be substantially less than the Redemption Price. While we intend to pay such amounts, if any,
we cannot assure our shareholders that we will have funds sufficient to pay or provide for all creditors’ claims.

Although we seek to have all
vendors, service providers, prospective target businesses and other entities with which we do business execute agreements with us waiving
any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders,
there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be prevented from
bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or
other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with
respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement
waiving such claims to the monies held in the Trust Account, our Management will consider whether competitive alternatives are reasonably
available to us and will only enter into an agreement with such third party if Management believes that such third party’s engagement
would be in our best interests under the circumstances. Examples of possible instances where we may engage a third party that refuses
to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed by Management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Management is unable
to find a service provider willing to execute a waiver. CBIZ, our independent registered public accounting firm, and the Underwriters
did not execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that
such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the Trust Account for any reason.

To protect the amounts held
in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third party for services
rendered or products sold to us (except for our independent registered public accounting firm), or a prospective target business with
which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination agreement, reduce
the amount of funds in the Trust Account to below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public
Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.05 per Public Share due to reductions
in the value of the Trust Account assets, less taxes payable, if any, provided that such liability will not apply to any claims by a third
party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not
such waiver is enforceable) nor will it apply to any claims under our indemnity of the Underwriters against certain liabilities, including
liabilities under the Securities Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have
we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s
only assets are securities of our Company. Therefore, we cannot assure our Public Shareholders that our Sponsor would be able to satisfy
those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial
Business Combination and redemptions could be reduced to less than $10.05 per Public Share. In such event, we may not be able to complete
our initial Business Combination, and our Public Shareholders would receive such lesser amount per share in connection with any redemption
of their Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation,
claims by vendors and prospective target businesses.

In the event that the proceeds
in the Trust Account are reduced below the lesser of (i) $10.05 per Public Share and (ii) the actual amount per Public Share
held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.05 per Public Share due to reductions
in the value of the Trust Account assets, in each case less (x) taxes payable, if any, and (y) up to $100,000 for dissolution expenses,
and our Sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related
to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification
obligations. While we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce
its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose
not to do so in any particular instance if, for example, the cost of such legal action is deemed by the independent directors to be too
high relative to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. Accordingly,
we cannot assure our Public Shareholders that due to claims of creditors the actual value of the per-share redemption price will
not be less than $10.05 per Public Share.

22

We seek to reduce the possibility
that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers,
prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest
or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity
of the Underwriters against certain liabilities, including liabilities under the Securities Act. As of December 31, 2025, we had access
to up to approximately $701,592 from the proceeds of the Initial Public Offering held outside of the Trust Account with which to pay any
such potential claims (including costs and expenses incurred in connection with our liquidation, currently estimated to be no more than
approximately $100,000). In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities
is insufficient, shareholders who received funds from our Trust Account could be liable for claims made by creditors.

If we file a bankruptcy or
insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed, the proceeds held in
the Trust Account could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject
to the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust
Account, we cannot assure our Public Shareholders we will be able to return $10.05 per Public Share to our Public Shareholders. Additionally,
if we file a bankruptcy or insolvency petition or an involuntary bankruptcy or insolvency petition is filed against us that is not dismissed,
any distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either
a “preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator or
bankruptcy or other court could seek to recover some or all amounts received by our shareholders. Furthermore, our Board of Directors
may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby exposing itself
and our Company to claims of punitive damages, by paying Public Shareholders from the Trust Account prior to addressing the claims of
creditors. We cannot assure our shareholders that claims will not be brought against us for these reasons.

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

Competition

In identifying, evaluating
and selecting a target business for our initial Business Combination, we encounter competition from other entities having a business objective
similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies and operating businesses seeking
strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting Business Combinations
directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than
us. Our ability to acquire larger target businesses is limited by our available financial resources. This inherent limitation gives others
an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our Public Shareholders
who exercise their redemption rights may reduce the resources available to us for our initial Business Combination and our issued and
outstanding Warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either
of these factors may place us at a competitive disadvantage in successfully negotiating an initial Business Combination.

23

Employees

We currently have three officers:
Mr. Alex Coleman, Mr. Gary Smith and Mr. Leo Valentine. They are not obligated to devote any specific number of hours
to our matters, but they devote as much of their time as they deem necessary to our affairs until we have completed our initial Business
Combination. The amount of time they will devote in any time period varies based on the stage of the Business Combination process we are
in. We do not intend to have any full time employees prior to the completion of our initial Business Combination.

Periodic Reporting and Financial Information

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

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

We are required to evaluate
our internal control procedures for the fiscal year ending December 31, 2026, as required by the Sarbanes-Oxley Act. Only in
the event we are deemed to be a large accelerated filer or an accelerated filer, and no longer qualify as an emerging growth company,
will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions of
the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity
to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such Business Combination.

24

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

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

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

We will remain an emerging
growth company until the earlier of (1) the last day of the fiscal year (a) following April 25, 2030, (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 securities
during the prior three-year period.

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

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

25