NASDAQ: OBAWW

Simultaneously with the closing
of the Initial Public Offering and pursuant to the Private Placement Warrants Purchase Agreements, we completed the private sale of an
aggregate of 6,400,000 Private Placement Warrants to our Sponsor and Cantor in the Private Placement at a purchase price of $1.00 per
Private Placement Warrant, generating gross proceeds to our Company of $6,400,000. Of those 6,400,000 Private Placement Warrants, the
Sponsor purchased 4,200,000 Private Placement Warrants and Cantor purchased 2,200,000 Private Placement Warrants. The Private Placement
Warrants (and underlying securities) are identical to the Public Warrants, except as otherwise disclosed in the IPO Registration Statement.

A total of $253,000,000, comprised of
a portion of the proceeds from the Initial Public Offering the Private Placement, was placed in the Trust Account maintained by Continental,
acting as trustee.

It is the job of our Sponsor
and Management Team to complete our initial Business Combination. We must complete our initial Business Combination by (i) June 26, 2027,
the end of our Combination Period, which is 24 months from the closing of our Initial Public Offering, (ii) such earlier liquidation date
as our Board may approve or (iii) such later date as our shareholders may approve pursuant to the Amended and Restated Articles. If our
initial Business Combination is not consummated by the end of our Combination Period, our existence will terminate, and we will distribute
all amounts in the Trust Account as described elsewhere in this Report.

We may seek to extend
the Combination Period consistent with applicable laws, regulations and stock exchange rules by amending our Amended and Restated
Articles. Any such amendment would require the approval of our shareholders, and our Public Shareholders 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.

1

Business Strategy

We
believe the recent downturn in private markets has allowed private enterprises with strong moats to thrive, while enterprises with flawed
business models have largely dissipated. We further believe that this provides an attractive opportunity for us. We seek targets that
can benefit from large addressable markets underpinned by strong fundamentals. We also aim to identify proven business models that can
be tailored to the Asian market and benefit from accelerated growth.

We
believe our target markets in Asia, excluding China, are underpinned by attractive secular themes:

●Technology Enabled Upgrade: Our target markets are characterized by enterprises’ and consumers’ increasing
demand for innovative products and services, and more importantly, tailored experiences as a result of the disruption and influence of
digitalization.

●Consumer and Enterprise-Facing Online Platforms: Platform business models that effectively utilize
cloud, data and artificial intelligence technologies to connect and facilitate an interactive ecosystem of business have proven critical
in successful consumer and technology companies. Technology is enabling innovative market leaders to capture a wider aspirational set
of consumers and enterprises through ease in brand dissemination, distribution, and customization.

●Digitalized Supporting Infrastructure: We believe companies which have been successful in developing a
complementary infrastructure, such as data analytics, can best position themselves to constantly changing consumer and enterprise demands
and provide multiple touchpoints with stakeholders.

Our Management Team

Our
Management Team represents a partnership of enterprise builders and public and private market investment specialists with extensive experience
operating and investing throughout the business life cycle, from founding to scaling operations and through public listing. We believe
this positions us as a differentiated partner to private enterprises as they journey into the public markets.

Our
Management Team consists of:

●Enterprise builders: Norma Chu and Enrique Gonzalez

●Private market specialists: Wee Leong Gan and Jack Cho

●Public market specialists: Jonathan Lin and Gary Chan

Our
Management Team is led by Jonathan Lin, our Chairman of the Board and Chief Executive Officer, and Gary Chan, our Chief Financial Officer.
Combined with our Board of Directors, our Management Team brings over 100 years of experience in leading enterprises and deep global networks
across the consumer and technology sectors. Specifically, our Management Team has significant experience in the U.S. and international
capital markets. We believe that our Management Team has the necessary skills and experience to provide strategic value-add to maximize
the growth potential of a target business.

Past
performance of our Management Team or their affiliates is not a guarantee either (i) of success with respect to any Business Combination
we may consummate or (ii) that we will be able to identify a suitable candidate for our initial Business Combination. Our shareholders
should not rely on the historical performance record of our Management Team or their affiliates 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.

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.

2

Our Investment Thesis
and Strategy

Our
business strategy focuses on potential acquisition targets globally (excluding China) with primary operations in the consumer and technology
sectors with attractive fundamentals, compelling potential in Asia, and which are public market ready. Our mission is to deliver shareholder
value through an active engagement plan and by being “thought partners” to private enterprises as they enter the public markets.
We believe our Management Team has the relevant skills and experience to identify companies that are best able to capture current market
opportunities. Our selection process leverages our Management Team’s broad and deep network of relationships, industry expertise and proven
deal-sourcing capabilities to provide us with a strong pipeline of potential targets.

Our
Management Team has a distinctive combination of investing and operating experience in our target markets, including:

●leveraging our deep experience in operations, venture capital, private equity and public markets to help
target businesses to access the capital markets and transition to public ownership;

●gaining access to an extensive network of entrepreneurs, investors and other market participants around
the world enabling us to foster partnerships across the consumer and technology ecosystems. These relationships and know-how present
a significant opportunity to help drive strategic dialogue, access new customer relationships and achieve global ambitions;

●advising on strategy, capital raising, domestic and cross-border mergers and acquisitions for leading
companies in various markets through our prior experience across company building, public markets, private equity, venture capital and
investment banking;

●developing and growing companies, both organically and through acquisitions, by tapping into favorable
macro trends and expanding product offerings and geographic footprints of portfolio businesses;

●investing, managing and operating companies, setting and changing strategies, capitalizing on tactical
opportunities and identifying, mentoring and recruiting top-notch talent; and

●partnering with company management teams to drive value creation and long-term strategies.

Our
Management Team has cultivated a strong understanding of key value levers across multiple market cycles, as well as deep strategic and
operational domain expertise across multiple consumer and technology sector sub-verticals. Our partnership approach focuses on working
with target companies’ existing management to devise ways to improve strategic positioning and operational performance, resulting in enhanced
growth and profitability. We also have experience guiding companies on their transparency, governance and public market narrative. However,
we expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other SPACs and other entities competing for the types of businesses we intend
to acquire. In recent years, the number of SPACs that have been formed has increased substantially. Because there are more 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, which could increase the cost
of, delay or otherwise complicate or frustrate our ability to find and consummate an initial Business Combination.

Acquisition Criteria

Consistent
with our strategy, we have identified the following general criteria which we believe are important in evaluating prospective targets.
We use these criteria in evaluating acquisition opportunities and will initially target businesses with enterprise values of approximately
$500 million to $1.0 billion, but we may decide to enter into our initial Business Combination with a target business that does not meet
these criteria and guidelines. We do not intend to pursue a Business Combination target that is based in or has substantial operations
in China.

We
believe there are a considerable number of potential target businesses that can benefit from a public listing and access to liquid forms
of capital to scale operations and generate substantial revenue and earnings growth.

3

We
focus our target sourcing efforts on assessing companies that we believe would benefit significantly from being publicly traded.

In
addition to having strong corporate governance and a compelling equity story, we intend to acquire one or more businesses that have the
following characteristics:

●Large underpenetrated markets with favorable industry dynamics. We are actively looking for suitable
investment opportunities within the global consumer and technology sectors. These market segments have a sufficient size and offer strong
long-term growth prospects, resulting in an attractive risk-return profile.

●Global targets that would benefit from being publicly traded. We intend to only acquire businesses
that would benefit from being publicly traded in the United States, providing access to broader sources of capital and expanded market
awareness. Such access could allow the target business to accelerate its growth and enhance its ability to accelerate growth, pursue accretive
acquisitions and high-return capital projects.

●Consumer or technology companies with unique positioning and compelling growth potential. We are
targeting enterprises that nurture loyalty and create customer stickiness through unique positioning and appeal. We believe enterprises
with distinguished core values that appeal to a global audience can survive and thrive under changing macro-economic environments.

●Market leadership with sustainable competitive advantage. We are focusing on companies that are
category leaders in their respective verticals. Such characteristics include, but are not limited to, strong brand recognition, leading
technology or product and distribution capabilities, as well as high barriers to entry, which would ultimately allow them to create and
capture long-term value in the marketplace.

●Experienced, motivated and public market ready management team. We are focusing on companies with
a visionary, experienced and professional management team that has demonstrated a track record of driving growth, strategic decision making
and long-term value creation. We may seek to selectively supplement the existing management team of the business with members of
our Management Team or with other proven leaders from our network.

●
Proven monetization and attractive unit economics with high operating leverage. We are targeting companies that demonstrate strong potential to achieve attractive unit economics. In particular, we plan to focus on companies that have sustainable economies of scale, established business models and high operating leverage, all of which provide better visibility into their future performance. We also intend to seek to identify businesses with differentiated products and/or services with a high proportion of recurring revenue and an attractive customer lifetime value relative to customer acquisition cost.

We
believe that we provide an interesting alternative investment opportunity that capitalizes on key trends impacting the capital markets
for consumer and technology companies.

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

Acquisition Process

In
evaluating a prospective target business, we conduct a due diligence review that encompasses, among other things, meetings with incumbent
management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as
a review of financial, operational, legal and other information about the target and its industry which will be made available to us.
If we determine to move forward with a particular target, we will proceed to structure and negotiate the terms of the Business Combination
transaction.

4

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

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

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

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.

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 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 approval of 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.

5

We
have until June 26, 2027 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, if any), 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 and do not hold a shareholder vote to amend our
Amended and Restated Articles to extend the amount of time we will have to consummate an initial Business Combination, or by such earlier
liquidation date as our Board of Directors may approve, from the closing of the Initial Public Offering, we will redeem 100% of the Public
Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned
thereon (less taxes payable, if any and up to $100,000 of interest income to pay dissolution expenses), divided by the number of then
issued and outstanding Public Shares, subject to applicable law as further described herein. While the pro rata Redemption Price was approximately
$10.21 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.

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

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

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

6

Sponsor Information

Our
Sponsor, Oxley Bridge Holdings LLC, is a Delaware limited liability company, which was formed in August 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. Mr. Lin, our Chairman and Chief Executive Officer, is the
managing member of Oxley Bridge Management LLC, the managing member of our Sponsor, and holds voting and investment discretion with respect
to the securities held of record by the Sponsor. All of our officers and directors are direct or indirect members of our Sponsor. Other
than Mr. Lin, no other person has a direct or indirect material interest in our Sponsor. Each of our independent directors and our
Chief Financial Officer have received for their services, an indirect interest in 10,000 Founder Shares through membership interests in
our Sponsor.

Because
our Sponsor acquired the Founder Shares at a nominal price, our Public Shareholders incurred immediate and substantial dilution upon the
closing of the Initial Public Offering, assuming no value is ascribed to the Public 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 intended to maintain the Sponsor’s 20% ownership, which may result in an issuance
of Class A Ordinary Shares on a greater than one-to-one basis upon conversion. Additionally, our Public Shareholders may experience
dilution from the exercise of the 6,400,000 Private Placement Warrants, as well as conversion of any Working Capital Loans into equity,
if elected by the Sponsor. Additionally, we reimburse an affiliate of our Sponsor in an amount equal to $12,500 per month for office
space, utilities and secretarial and administrative support made available to us, as described elsewhere in the Initial Public Offering.

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 Warrants 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 Warrants.

While
there is no current intention to do so, we may approve an amendment or waiver of the Letter Agreement that would allow the Sponsor to
directly, or members of our Sponsor to indirectly, transfer Founder Shares and Private Placement Warrants or membership interests in our
Sponsor in a transaction in which the Sponsor removes itself as our Sponsor before identifying a Business Combination. As a result, there
is a risk that our Sponsor and our officers and directors may divest their ownership or economic interests in us or in our Sponsor, which
would likely result in our loss of certain key personnel, including Jonathan Lin and Gary Chan. There can be no assurance that any replacement
Sponsor or key personnel will successfully identify a Business Combination target for us, or, even if one is so identified, successfully
complete such Business Combination.

The
securities held by the Sponsor are expected to only be distributed directly to the members of the Sponsor following the consummation of
our initial Business Combination, provided that such members agree to become subject to the applicable transfer restrictions with respect
to such securities, including the Letter Agreement. Indirect transfers of the securities held by the Sponsor, such as to another member
of the Sponsor or their affiliate, a family member or a new member of the Sponsor, may be permitted with the prior consent of Jonathan
Lin, the managing member of Oxley Bridge Management LLC the managing member of our Sponsor, so long as such transfer complies with the
applicable transfer restrictions with respect to such securities to the same extent as the party originally subject to such restrictions.

Further,
pursuant to the Sponsor’s operating agreement, the Sponsor’s membership interests may not be sold, transferred, assigned, pledged,
mortgaged, charged, hypothecated, exchanged or otherwise disposed, directly or indirectly prior to the consummation of the Business Combination,
except in certain limited circumstances, including to such member’s affiliates, immediate family, or to a trust, the primary beneficiary(ies)
of which is a member or members of such member’s immediately family, or with the prior consent of Jonathan Lin, the managing member of
the managing member of the Sponsor.

The
securities held by the Sponsor are only expected to be distributed directly to the members of the Sponsor in connection with or following
the consummation of our initial Business Combination, provided that such members agree to become subject to the applicable transfer restrictions
with respect to such securities, including the Letter Agreement. Indirect transfers of the securities held by the Sponsor may be permitted
with the prior consent of Jonathan Lin Jonathan Lin, the managing member of the managing member of the Sponsor, as long as such transfer
complies with the applicable transfer restrictions with respect to such securities to the same extent as the party originally subject
to such restrictions.

7

We
have not contacted any of the prospective target businesses that our Management Team in their prior SPACs had considered and rejected
as target businesses to acquire. However, we may contact such targets subsequent to the closing of the Initial Public Offering if we become
aware that such targets are interested in a potential initial Business Combination with us and such transaction would be attractive to
our shareholders. Accordingly, there is no current basis for our shareholders to evaluate the possible merits or risks of the target business
with which we may ultimately complete our initial Business Combination.

Members
of our Management Team and our independent directors directly or indirectly own founder shares and/or private placement warrants following
the Initial Public Offering and, accordingly, may have a conflict of interest in determining whether a particular target business is an
appropriate business with which to effectuate our initial business combination. Further, each of our officers and directors may have a
conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers
and directors was included by a target business as a condition to any agreement with respect to our initial business combination.

Status as a Public Company

We
believe our structure makes us an attractive Business Combination partner to target businesses. 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 $258,227,025.25 (before redemptions, taxes payable,
if any, 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.

8

Potential Additional
Financings

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 those 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 due to the anti-dilution rights of our Founder Shares intended to maintain the Sponsor’s
20% ownership, our Public Shareholders may incur material dilution. In addition, we intend to 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 (i) the issuance of (x) equity or through (y) any securities of our Company that are convertible into, or exchangeable exercisable
for, equity securities of our Company, including any private placement of equity or debt, or (ii) loans, advances or other indebtedness
in connection with our initial Business Combination, including pursuant any to forward purchase agreements or backstop agreements to 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.

Enforceability of Civil Liabilities

We
are an exempted company incorporated with limited liability under the laws of the Cayman Islands. We are incorporated in the Cayman Islands
because of certain benefits associated with being a Cayman Islands company, such as political and economic stability, an effective judicial
system, a favorable tax system, the absence of foreign exchange control or currency restrictions and the availability of professional
and support services. However, the Cayman Islands has a less developed body of securities laws as compared to the United States and provides
less protection for investors. In addition, Cayman Islands companies may not have standing to sue before the U.S. federal courts.

Our
Amended and Restated Articles do not contain provisions requiring that disputes, including those arising under the securities laws of
the United States, between us, our officers, directors and shareholders, be arbitrated. Currently, substantially our executive office
is located in Canada and following the Business Combination, all or a substantial portion of our operations may be conducted outside the
United States and all or a substantial portion of our assets may be located outside the United States. All of our officers are nationals
or residents of jurisdictions other than the United States and a substantial portion of their assets are located outside the United States.
Our executive officers and directors are located outside of the United States and are nationals or residents of jurisdictions other than
the United States, and all or a substantial portion of their assets are located outside of the United States. Jonathan Lin, our Chief
Executive Officer and Chairperson of the Board of Directors, is a citizen of Canada and spends time in Canada, Singapore and Hong Kong;
Gary Chan, our Chief Financial Officer, is a citizen of Hong Kong and resides in Hong Kong; Jessi Yan, our President, is a citizen of
Australia and resides in Hong Kong; Jack Cho, our independent director, is a citizen of the United States and resides in Hong Kong; Wee
Leong Gan, our independent director, is a citizen of and resides in Singapore e; Enrique Gonzalez, our independent director, is a citizen
of and resides in Philippines; and Norma Chu, our independent director, is a citizen of and resides in Hong Kong. As a result, it may
be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce against us or them
judgments obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws
of the United States or any state in the United States.

Cayman Islands

The
Cayman Islands has a different body of securities laws as compared to the United States and provides less protection to investors. Additionally,
Cayman Islands companies may not have standing to sue before the Federal courts of the United States.

9

We
have been advised by Ogier (Cayman) LLP, our Cayman Islands legal counsel, that the courts of the Cayman Islands are unlikely (i) to recognize
or enforce against us judgments of courts of the United States predicated upon the civil liability provisions of the federal securities
laws of the United States or any state; and (ii) in original actions brought in the Cayman Islands, to impose liabilities against us predicated
upon the civil liability provisions of the federal securities laws of the United States or any state, so far as the liabilities imposed
by those provisions are penal in nature. In those circumstances, although there is no statutory enforcement in the Cayman Islands of judgments
obtained in the United States, the courts of the Cayman Islands will recognize and enforce a foreign money judgment of a foreign court
of competent jurisdiction without retrial on the merits based on the principle that a judgment of a competent foreign court imposes upon
the judgment debtor an obligation to pay the sum for which judgment has been given provided certain conditions are met. For a foreign
judgment to be enforced in the Cayman Islands, such judgment must be final and conclusive and for a liquidated sum, and must not be in
respect of taxes or a fine or penalty, inconsistent with a Cayman Islands judgment in respect of the same matter, impeachable on the grounds
of fraud or obtained in a manner, and or be of a kind the enforcement of which is, contrary to natural justice or the public policy of
the Cayman Islands (awards of punitive or multiple damages may well be held to be contrary to public policy). A Cayman Islands Court may
stay enforcement proceedings if concurrent proceedings are being brought elsewhere.

Hong Kong

There
is currently no arrangement providing for the reciprocal enforcement of judgements between Hong Kong and the United States, as such judgments
of United States courts will not be directly enforced in Hong Kong. However, under common law, a foreign judgment (including one from
federal or state court in the United States) obtained against us may generally be treated by the courts of Hong Kong as a cause of action
in itself and sued upon as a debt between the parties. In a common law action for enforcement of a foreign judgment, the judgment creditor
has to prove that (i) the judgment is in personam; (ii) the judgment is in the nature of a monetary award; (iii) the judgment is final
and conclusive on the merits and has not been stayed or satisfied in full; and (iv) the judgement is from a court of competent jurisdiction.
The defenses available to the defendant in a common law action for enforcement of a foreign judgment include breach of natural justice,
fraud and contrary to public policy of Hong Kong. In order to enforce the foreign judgment at common law, fresh proceedings must be initiated
in Hong Kong, which involves issuing a Writ of Summons and Statement of Claim attaching the foreign judgment as proof of the debt.

As
a result of the foregoing, there is uncertainty as to the enforceability in Hong Kong, in original actions or in actions for enforcement,
of judgments of United States courts of civil liabilities predicated solely upon the federal securities laws of the United States or the
securities laws of any State or territory within the United States.

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 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.

10

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

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

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.
In the event we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated
Articles) with our Sponsor, officers 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. Unlike other entities that have the resources to complete Business Combinations with multiple
entities in one or several industries, it is probable that we will not have the resources to diversify our operations and mitigate the
risks of being in a single line of business. By completing our initial Business Combination with only a single entity, our lack of diversification
may:

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

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

Limited Ability to Evaluate the Target’s
Management Team

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

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.

11

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 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 on us or our Management Team; and (v) additional legal complexities of a proposed Business Combination that would
be time-consuming and burdensome to present to shareholders.

Permitted Purchases of Our Securities

If
we seek shareholder approval of our initial Business Combination and we do not conduct redemptions in connection with our initial Business
Combination pursuant to the tender offer rules, our Sponsor, directors, officers 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.

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

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

12

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. To the extent such securities are purchased, such
public securities will not be voted as required by Tender Offers and Schedules Compliance and Disclosure Interpretations Question 166.01
promulgated by the SEC. 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 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 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

●
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.

13

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 $10.21 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 and any Public Shares they may hold in connection with the completion of our initial
Business Combination.

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

Manner of Conducting Redemptions

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

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

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

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

●file proxy materials with the SEC.

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

14

If
we seek shareholder approval, we will complete our initial Business Combination only if we receive approval of an Ordinary Resolution.
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 also 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 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. Accordingly, if we seek shareholder approval of our initial Business Combination, the agreement by
our Sponsor and Management Team to vote in favor of our initial Business Combination will increase the likelihood that the requisite shareholder
approval for such initial Business Combination will be obtained. For purposes of seeking the requisite shareholder approval, non-votes will
have no effect on the approval of our initial Business Combination once a quorum is obtained.

As
a result, if all outstanding Ordinary Shares are voted on a resolution to approve our initial Business Combination, in addition to our
Sponsor’s Founder Shares, if we would require an Ordinary Resolution, we would need 9,487,501 Public Shares, or 37.5% of the 25,300,000
Public Shares, and if we would require a Special Resolution, we would need 14,758,334 Public Shares, or 58.3% of the 25,300,000 Public
Shares, to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved, assuming that
the parties to the Letter Agreement do not acquire any Public Shares. Assuming that only the holders of one-third of our issued and
outstanding Ordinary Shares, representing a quorum under our Amended and Restated Articles, vote their Ordinary Shares, if we would require
an Ordinary Resolution, we would need none of the 25,300,000 Public Shares, and if we would require a Special Resolution, we would need
702,778 Public Shares, or 2.8% of the 25,300,000 Public Shares, to be voted in favor of an initial Business Combination in order to have
our initial Business Combination approved, assuming that the parties to the Letter Agreement do not acquire any Public 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.

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.

15

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 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.

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 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.

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

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

If our initial proposed 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.

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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 the rights of holders of Class A Ordinary Shares 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 $978,307 of proceeds held outside the Trust Account (as of December 31, 2025),
although we cannot assure our Public Shareholders that there will be sufficient funds for such purpose. However, if those funds are not
sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest
accrued in the Trust Account not required to pay income taxes on interest income earned on the Trust Account balance, we may request the
trustee to release to us an additional amount of up to $100,000 of such accrued interest to pay those costs and expenses.

If
we were to expend all of the net proceeds of the Initial Public Offering and the 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 $10.21 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. Withum, our independent registered public accounting firm, and the Underwriters
did not execute agreements with us waiving such claims to the monies held in the Trust Account. In addition, there is no guarantee that
such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts
or agreements with us and will not seek recourse against the Trust Account for any reason.

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To
protect the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by
a third party for services rendered or products sold to us (except for our independent registered public accounting firm), or a prospective
target business with which we have entered into a written letter of intent, confidentiality or other similar agreement or Business Combination
agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount
per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per 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 our securities. Therefore, we cannot assure our Public Shareholders that our Sponsor would be
able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available
for our initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not
be able to complete our initial Business Combination, and our Public Shareholders would receive such lesser amount per share in connection
with any redemption of their Public Shares. None of our officers or directors will indemnify us for claims by third parties including,
without limitation, claims by vendors and prospective target businesses.

In
the event that the proceeds in the Trust Account are reduced below the lesser of (i) $10.00 per Public Share and (ii) the actual amount
per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.00 per 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 $10.00 per Public Share.

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 $978,307 from the proceeds of the Initial Public Offering and Private Placement
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 $10.00 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 Public 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 Public 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 us and our Board of Directors 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.

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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 the rights of holders of Class A Ordinary Shares or pre-initial Business
Combination activity or (iii) if they redeem their respective Public Shares for cash upon the completion of our initial Business Combination,
subject to applicable law and any limitations (including but not limited to cash requirements) created by the terms of the proposed Business
Combination. In no other circumstances will a Public Shareholder have any right or interest of any kind to or in the Trust Account. In
the event we seek shareholder approval in connection with our initial Business Combination, a Public Shareholder’s voting in connection
with the Business Combination alone will not result in a Public Shareholder’s redeeming its Public Shares to us for an applicable
pro rata share of the Trust Account. Such Public Shareholder must have also exercised its redemption rights described above. These provisions
of our Amended and Restated Articles, like all provisions of our Amended and Restated Articles, may be amended with a shareholder vote.

Competition

In
identifying, evaluating and selecting a target business for our initial Business Combination, we encounter competition from other entities
having a business objective similar to ours, including other SPACs, private equity groups and leveraged buyout funds, public companies
and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying
and effecting Business Combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical,
human and other resources than us. Our ability to acquire larger target businesses is limited by our available financial resources. This
inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash
in connection with our Public Shareholders who exercise or are forced to exercise their redemption rights may reduce the resources available
to us for our initial Business Combination and our 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.

Employees

We
currently have three officers: Messrs. Lin and Chan and Ms. Yan. These individuals are not obligated to devote any specific number of
hours to our matters but they devote as much of their time as they deem necessary to our affairs until we have completed our initial Business
Combination. The amount of time they will devote in any time period varies based on whether a target business has been selected for our
initial Business Combination and the stage of the Business Combination process we are in. We do not intend to have any full time employees
prior to the completion of our initial Business Combination.

Periodic Reporting
and Financial Information

We
have registered our Units, Public Shares and Public Warrants under the Exchange Act and have reporting obligations, including the requirement
that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports
including this Report contain financial statements audited and reported on by Withum, our independent registered public accounting firm.
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. In all likelihood, these financial statements
will need to be prepared in accordance with, or reconciled to, GAAP, or IFRS, depending on the circumstances, and the historical financial
statements may be required to be audited in accordance with the standards of the PCAOB. These financial statement requirements may limit
the pool of potential target businesses we may conduct an initial Business Combination with because some targets may be unable to provide
such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial Business Combination
within the prescribed time frame. We cannot assure our shareholders that any particular target business identified by us as a potential
Business Combination candidate will have financial statements prepared in accordance with the requirements outlined above, or that the
potential target business will be able to prepare its financial statements in accordance with the requirements outlined above. To the
extent that these requirements cannot be met, we may not be able to acquire the proposed target business. While this may limit the pool
of potential Business Combination candidates, we do not believe that this limitation will be material.

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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.

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 dividends or other distribution of income or capital by us to our shareholders or a payment of principal or interest or other
sums due under a debenture or other obligation of us.

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

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 June 26, 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.

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