OTC: PLMUF

Simultaneously with the closing of the IPO, we
consummated the private placement (the “Private Placement”) of 800,000 units (each, a “Private Placement Unit”
and collectively, the “Private Placement Units”), at a price of $10.00 per Private Placement Unit with the Original Sponsor
and anchor investors, generating gross proceeds of $8.0 million (see Note 4 to our financial statements included in this Annual Report
on Form 10-K for the year ended December 31, 2025). Simultaneously with the issuance and sale of the Over-Allotment Units, the Company
consummated the private placement with the Original Sponsor of 65,000 units (the “Additional Private Placement Units”), generating
total proceeds of $650,000 (the “Private Placement Proceeds” and, together with the “Over-Allotment Unit Proceeds”,
the “Proceeds”).

Upon the closing of the IPO and the Private Placement,
approximately $282.5 million ($10.00 per Unit) of the net proceeds of the IPO and certain of the proceeds of the Private Placement
were placed in a trust account (“Trust Account”), located in the United States with Continental Stock Transfer &
Trust Company acting as trustee, and will be invested only in United States “government securities” within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity
of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which
invests only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business
Combination and (ii) the distribution of the Trust Account as described below. In addition, a certain anchor investor advanced an
aggregate amount of approximately $500,681 to the Company to cover the purchase of Private Placement Units. In April 2021, the Company
repaid $681 to the anchor investor. Upon the closing of the Initial Public Offering, the remaining advance of $500,000 was applied to
the purchase of the Private Placement Units which the Company has since repaid.

On December 27, 2023, the Company, Original Sponsor,
and Sponsor entered into a purchase agreement (“Purchase Agreement”), pursuant to the purchased 3,902,648 Founder Units, each
unit consisting of one Class B ordinary share and one-third of one redeemable warrant to acquire one Class B share, and became entitled
to 70% of the 2,030,860 Founder Units that Original Sponsor placed in escrow at the closing of the Purchase Agreement to the extent such
Founder Units are not allocated to investors who hold and do not redeem their Class A Ordinary Shares of the Company at the time of the
Initial Business Combination, for an aggregate purchase price of $1.

1

Subsequently, on January 26, 2024, the Company,
the Original Sponsor, and the Sponsor entered into a first amendment to Purchase Agreement (“Amendment No. 1 to the Purchase Agreement”),
to correct the number of shares that the Original Sponsor shall retain to be 665,000 Class A private placement units and 1,128,992 Class
B founder units. On August 22, 2024, the Company, the Original Sponsor, and the Sponsor entered into a second amendment to Purchase Agreement
(“Amendment No. 2 to the Purchase Agreement”) which revises the founder-unit forfeiture and transfer mechanics by requiring
the acquirer to absorb all forfeitures or investor incentive transfers up to 2,030,860 founder units, allocating excess forfeitures 78%
to the acquirer and 22% to the sponsor, while also establishing that 2,030,860 sponsor units will be held in escrow for potential transfer
to sponsor anchors, with any remaining escrowed units allocated 70% to the acquirer and 30% to the sponsor at closing. On September 5,
2025, the Company, the Original Sponsor, and the Sponsor entered into a third amendment to Purchase Agreement (“Amendment No. 3
to the Purchase Agreement”) that provides that any Sponsor Incentive Units (as defined in the Sponsor Support Agreement) that have
been retained by the Sponsor after the Closing, up to half of such Sponsor Incentive Units may be transferred prior to the Closing to
a third party, with any Sponsor Incentive Units remaining after such transfer subject to allocation between the Sponsor and the Original
Sponsor as provided for in the Purchase Agreement.

Our management has broad discretion with respect
to the specific application of the net proceeds of the IPO and the sale of Private Placement Units, although substantially all of the
net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able
to complete an Initial Business Combination successfully.

We must complete one or more Initial Business
Combinations having an aggregate fair market value of at least 80% of the net assets held in the Trust Account (excluding the deferred
underwriting commissions and taxes payable on the interest earned on the Trust Account) at the time of the signing of the agreement to
enter into the Initial Business Combination. However, we will only complete an Initial Business Combination if the post-transaction company
owns or acquires 50% or more of the outstanding voting securities of the prospective partner or otherwise acquires a controlling interest
in the prospective partner sufficient for it not to be required to register as an investment company under the Investment Company Act.

If we are unable to complete an Initial Business
Combination by July 30, 2026 (pursuant to the July 2025 Extraordinary General Meeting (as defined below), the “Second Combination
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, 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 and not previously released
to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses) divided by the number of the then-outstanding
Public Shares, which redemption will completely extinguish Public Shareholders’ rights as shareholders (including the right to receive
further liquidation distributions, if any); and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of the remaining shareholders and the board of directors, liquidate and dissolve, subject in the case of clauses (ii) and
(iii), 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 consummate
a Business Combination within the Second Combination Period.

As approved by its stockholders at the extraordinary
general meeting held on July 27, 2023 (the “July 2023 Extraordinary General Meeting”) the Company filed the amended and restated
memorandum and articles of association (the “Amended and Restated Memorandum and Articles of Association”) on July 28, 2023,
which extended the date by which the Company has to consummate a business combination from July 30, 2023 to July 30, 2024, or such earlier
date as shall be determined by the Company’s board of directors. In connection with the July 2023 Extraordinary General Meeting,
the holders of 13,532,591 Class A ordinary shares, properly exercised their right to redeem their shares for cash at a redemption price
of approximately $10.41 per share, for an aggregate redemption amount of approximately $140,838,808. After those redemptions, approximately
$153,169,659 remained in the Company’s trust account.

2

As approved by its stockholders at the extraordinary
general meeting held on January 29, 2024 (the “January 2024 Extraordinary General Meeting”), the Company filed an amended
and restated memorandum and articles of association (the “Second Amended and Restated Memorandum and Articles of Association”)
on February 1, 2024, which (i) extended the date by which the Company has to consummate a business combination from July 30, 2024 to January
30, 2025, or such earlier date as shall be determined by the Company’s board of directors and (ii) changed the name of the Company
from Alpha Partners Technology Merger Corp. to Plum Acquisition Corp. III.

As approved by its stockholders at the extraordinary
general meeting held on January 16, 2025 (the “January 2025 Extraordinary General Meeting”), the Company filed an amended
and restated memorandum and articles of association (the “Third Amended and Restated Memorandum and Articles of Association”)
on January 17, 2025, which (i) extended the date by which the Company has to consummate a business combination from January 30, 2025 to
July 30, 2025, or such earlier date as shall be determined by the Company’s board of directors and (ii) removed language from Article
49.4 of our Amended and Restated Memorandum and Articles of Association stating, in relevant part, that the Company shall not consummate
a business combination unless the Company has net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of,
such business combination.

As approved by its stockholders at the extraordinary
general meeting held on July 15, 2025 (the “July 2025 Extraordinary General Meeting”), the Company filed an amended and restated
memorandum and articles of association (the “Fourth Amended and Restated Memorandum and Articles of Association”) on July
16, 2025, which extended the date by which the Company has to consummate a business combination to July 30, 2026, or such earlier date
as shall be determined by the Company’s board of directors.

In connection with the January 2024 Extraordinary
General Meeting, the holders of 12,433,210 Class A ordinary shares, properly exercised their right to redeem their shares for cash at
a redemption price of approximately $10.78 per share, for an aggregate redemption amount of $134,059,215. After the redemptions, $24,629,032
remained in the Company’s Trust Account.

In connection with the January 2025 Extraordinary
General Meeting, the holders of 2,132,366 Class A ordinary shares, properly exercised their right to redeem their shares for cash at a
redemption price of approximately $11.24 per share, for an aggregate redemption amount of $23,975,464. After the redemptions, $1,707,149
remained in the Company’s Trust Account.

In connection with the July 2025 Extraordinary
General Meeting, the holders of 109,347 Class A ordinary shares, properly exercised their right to redeem their shares for cash at a redemption
price of approximately $11.45 per share, for an aggregate redemption amount of $1,252,434. After the redemptions, $486,624 remained in
the Company’s Trust Account.

In connection with the extraordinary general meeting held on December 22, 2025 (the “December 2025 Extraordinary General Meeting”),
the holders of 24,136 Class A ordinary shares, properly exercised their right to redeem their shares for cash at a redemption price of
approximately $11.61 per share, for an aggregate redemption amount of $280,219. The redemption is contingent upon the consummation of
the Business Combination and will occur as promptly as practicable following the closing thereof; if the Business Combination is not consummated,
the redeemed shares will be returned to the respective holders.

Recent Developments

Business Combination Agreement

On August 22, 2024, the Company, Plum III Amalco
Corp., a corporation formed under the Laws of the Province of British Columbia and a direct, wholly owned subsidiary of the Company (“Amalco”),
Plum III Merger Corp., a corporation formed under the Laws of the Province of British Columbia (“PubCo”), and Tactical Resources
Corp., a corporation formed under the Laws of the Province of British Columbia (“TRC” or “Tactical”), entered
into a Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the “Business Combination
Agreement,” and the transactions contemplated thereby, collectively, the “Business Combination”), pursuant to which,
among other things and subject to the terms and conditions contained in the Business Combination Agreement, (i) the Company shall transfer
by way of continuation from the Cayman Islands to the Province of British Columbia in accordance with the Cayman Islands Companies Act
(As Revised) (the “Companies Act”) and continue as a corporation under the Laws of the Province of British Columbia in accordance
with the applicable provisions of the Business Corporations Act (British Columbia) (the “BCBCA”) (the “Domestication”),
(ii) following the Domestication, the Company shall amalgamate with PubCo (the “Plum Amalgamation”) to form one corporate
entity and PubCo will survive the Plum Amalgamation, and (iii) immediately following the Plum Amalgamation, TRC and Amalco shall amalgamate
(the “TRC Amalgamation” and, together with the Plum Amalgamation, the “Amalgamations”) to form one corporate entity
and TRC will survive the TRC Amalgamation.

3

Pursuant to the Plum Amalgamation, which will
take place after the Domestication and on the date on which the closing of the Business Combination will occur (the “Closing”
and such date the “Closing Date”):

●
each Unit shall be automatically divided, and the holder thereof shall be deemed to hold one Class A Share and one-third of one Warrant in accordance with the terms of the applicable Unit;

●
each Class A ordinary share and Class B ordinary share will be exchanged on a one-for-one basis, for a common share in the authorized share capital of PubCo (a “PubCo Common Share”); and

●
each Warrant shall automatically be converted into a warrant (each, a “PubCo Assumed Plum Warrant”) to purchase a number of PubCo Common Shares determined in accordance with the terms of such Warrant.

On the Closing Date, pursuant to the TRC Amalgamation,
among other things:

●
each common share of TRC (“a TRC Common Share”) (other than any cancelled TRC common shares or dissenting shares) shall automatically be exchanged for the right to receive a number of PubCo Common Shares equal to the TRC Exchange Ratio (as defined in the Business Combination Agreement) (the aggregate of all such PubCo Common Shares, the “Arrangement Consideration Shares”). Any Arrangement Consideration Shares exchanged for TRC Common Shares which were subject to any vesting or forfeiture terms shall continue to be governed by such terms from and after the effective time of the TRC Amalgamation;

●
each of the dissenting shares shall be cancelled and shall thereafter represent only the right to receive the applicable payments set forth in the Plan of Arrangement (as defined in the Business Combination Agreement);

●
each option to buy TRC Common Shares granted under TRC’s employee stock plan shall be assumed by PubCo and converted into an option to purchase PubCo Common Shares (each, a “Converted TRC Option”), subject to the same terms and conditions as were previously applicable, except that (A) the number of TRC Common Shares subject to such Converted TRC Option shall be increased by multiplying the number of shares previously issuable thereunder by the TRC Exchange Ratio, rounded down to the nearest whole PubCo Common Share, and (B) the per share exercise price shall be reduced by dividing the previous exercise price thereof by the TRC Exchange Ratio (rounded up to the nearest cent);

●
each restricted stock unit granted under TRC’s employee stock plan shall be assumed by PubCo and converted into a restricted stock unit in respect of PubCo Common Shares (each, a “Converted TRC RSU”), subject to the same terms and conditions as were previously applicable thereto, except that such Converted TRC RSU shall be in respect of a number of PubCo Common Shares equal to the product of (A) the number of shares previously subject to such TRC RSU and (B) the TRC Exchange Ratio;

●
each warrant to buy TRC Common Shares granted under TRC’s employee stock plan shall automatically be converted into a warrant to purchase PubCo Common Shares (each, a “PubCo Assumed TRC Warrant”), and such PubCo Assumed TRC Warrant shall continue to be governed by the same terms and conditions as were previously applicable, except that (A) the number of TRC Common Shares subject to such PubCo Assumed TRC Warrant shall be increased by multiplying the number of shares previously issuable thereunder by the TRC Exchange Ratio, rounded down to the nearest whole PubCo Common Share, and (B) the per share exercise price shall be reduced by dividing the previous exercise price thereof by the TRC Exchange Ratio (rounded up to the nearest cent); and

●
each common share in Amalco shall automatically be exchanged for one validly-issued, fully paid and nonassessable common share of TRC.

4

The Business Combination Agreement contains customary
representations and warranties of the parties thereto with respect to, among other things: corporate organization; authorization to enter
into the Business Combination Agreement; capitalization; financial statements; undisclosed liabilities; litigation; compliance with laws;
material contracts; company benefit plans; labor matters; taxes; insurance; permits; property; intellectual property, data privacy and
security; environmental matters; absence of changes; brokers; transactions with affiliates; consents and requisite governmental approvals;
and related party transactions.

On December 10, 2024,
the Company and TRC entered into an amendment (the “First Amendment”) to the Business Combination Agreement, which among other
things, provides (a) that Plum will apply for and effect a listing of Plum’s publicly-traded securities with OTC Markets Group (“OTC
Markets”), which listing will take effect no later than ten business days following any delisting of such Plum securities from Nasdaq
on January 27, 2025 (the “Nasdaq De-Listing Date”), (b) that Plum shall prepare and file with the U.S. Securities and Exchange
Commission (“SEC”) a proxy statement for the purpose of amending the Amended and Restated Memorandum and Articles of Association
of Plum (the “Articles”) to (i) extend the deadline for Plum to consummate an Initial Business Combination from January 30,
2025 to July 30, 2025 (the “Extension Amendment Proposal”) and (ii) remove the requirement in Plum’s Articles that Plum
have net tangible assets of at least $5,000,001 immediately prior to, or upon consummation of, an Initial Business Combination (the “NTA
Amendment Proposal” and such requirement, the “NTA Requirement”), (c) that Plum comply with all applicable rules and
regulations of Nasdaq or OTC Markets, as applicable, (d) that Plum use commercially reasonable efforts to ensure that Plum’s publicly-traded
securities continue to be qualified to trade on OTC Markets from and after the Nasdaq De-Listing Date, (e) that the parties use commercially
reasonable efforts to cause Plum’s publicly-traded securities to be delisted from OTC Markets as of the Company Amalgamation Effective
Time or as soon as practicable thereafter, (f) that the closing condition requiring Pubco to satisfy the NTA Requirement shall not be
applicable in the event that Plum’s shareholders approve the NTA Amendment Proposal and Plum amends the Articles to remove the NTA
Requirement, and (g) that the Agreement End Date shall be automatically extended to July 30, 2025 in the event that Plum’s shareholders
approve the Extension Amendment Proposal and Plum amends the Articles to extend its deadline to consummate an Initial Business Combination
to July 30, 2025.

On January 28, 2025,
the Company and TRC entered into a second amendment (the “Second Amendment”) to the Business Combination Agreement which provides
that certain recently issued convertible debentures of Tactical (and future issuances of convertible debentures by Tactical, if any, to
the extent permitted under the Business Combination Agreement) shall be subject to the same terms under the Business Combination Agreement.

On July 30, 2025,
the Company and TRC entered into a third amendment (the “Third Amendment”) to the Business Combination Agreement. The
Third Amendment provides for (a) an acknowledgement that TRC may effect a reverse stock split prior to the closing at a ratio not to
exceed 25 to 1; (b) an extension of the Agreement End Date (as defined in the Business Combination Agreement) to July 30, 2026; and
(c) a lock-up of certain PubCo shares to be issued in the Business Combination. Specifically, the Third Amendment provides
that 80% to 85% of the PubCo shares to be issued to stockholders of TRC (the “Arrangement Consideration
Shares”) shall be subject to restrictions on transfer for a period of six months following the closing. In connection with the
Third Amendment, certain employees and affiliates of TRC have entered into a Key Company Securityholder Lock-up Agreement whereby
each of them has agreed that 100% of the Arrangement Consideration Shares issued to them shall be subject to restrictions on
transfer for a period of six months following the closing.

At the December 2025 Extraordinary General Meeting,
the Company shareholders approved (i) as a special resolution, the proposed Domestication; (ii) the Business Combination Agreement; (iii)
four separate resolutions regarding the governance provisions contained in the PubCo closing articles; (iv) the issuance of PubCo Common
Shares in connection with the Business Combination, and the issuance of an aggregate of up to $100,000,000 of PubCo Common Shares from
time to time to YA II PN, Ltd., a Cayman Islands exempted company (“Yorkville”); and (v) the issuance of PubCo Common Shares
pursuant to the PubCo Omnibus Equity Incentive Plan.

5

Amendment to Sponsor
Support Agreement

On September 5, 2025, the Company, TRC, Pubco,
the Sponsor, the Original Sponsor and certain shareholders of the Company entered into an amendment (the “Sponsor Support Agreement
Amendment”) to the Sponsor Support Agreement, dated as of August 22, 2024 (as amended, the “Sponsor Support Agreement”).

The Sponsor Support Agreement Amendment provides
that, immediately prior to the closing of the Business Combination, to the extent that any Sponsor Incentive Units (as defined in the
Sponsor Support Agreement) have not been transferred by the Sponsor to PIPE Investors, Company Public Shareholders or other third parties
as provided for in the Sponsor Support Agreement, such remaining Sponsor Incentive Units will be retained by the Sponsor subject to vesting
based on the achievement of certain trading prices of the Pubco Common Shares after the closing of the Business Combination, as described
in more detail in the Sponsor Support Agreement Amendment. In the event that such trading prices have not been achieved on or before the
tenth anniversary of the closing of the Business Combination, such Sponsor Incentive Units shall be surrendered to Pubco for cancellation
for no consideration and shall cease to represent any interest in Pubco, effective as of such date.

Amendments to Purchase Agreement

On August 22, 2024, the Company, the Original
Sponsor, and the Sponsor entered into Amendment No. 2 to the Purchase Agreement which revises the founder-unit forfeiture and transfer
mechanics by requiring the acquirer to absorb all forfeitures or investor incentive transfers up to 2,030,860 founder units, allocating
excess forfeitures 78% to the acquirer and 22% to the sponsor, while also establishing that 2,030,860 sponsor units will be held in escrow
for potential transfer to sponsor anchors, with any remaining escrowed units allocated 70% to the acquirer and 30% to the sponsor at closing.

On September 5, 2025, the Sponsor, the Company
and the Original Sponsor entered into Amendment No. 3 to the Purchase Agreement that provides that, to the extent that any Sponsor Incentive
Units have been retained by the Sponsor after the closing of the Business Combination, up to half of such Sponsor Incentive Units may
be transferred prior to the closing of the Business Combination to a third party, with any Sponsor Incentive Units remaining after such
transfer subject to allocation between the Sponsor and the Original Sponsor as provided for in the Purchase Agreement.

OTC Listing

As previously announced, our Class A ordinary
shares, warrants and units were subject to delisting under the applicable rules of The Nasdaq Stock Market LLC (“Nasdaq”)
if we did not regain compliance with such rules prior to or on January 27, 2025. As a result, after market close on January 27, 2025,
trading in our securities was suspended on Nasdaq with immediate effect. A Form 25-NSE was later filed with the SEC, which terminated
the listing of our securities on Nasdaq.

On January 28, 2025, our Class A ordinary shares,
warrants and units were listed and began trading on the Pink Current tier of the OTC Markets. Our Class A ordinary shares, warrants and
units are listed under the symbols “PLMJF”, “PLMWF”, and “PLMUF”, respectively.

6

Effecting Our Initial Business Combination

General

We are not presently engaged in, and we will not
engage in, any operations for an indefinite period of time following the public offering. We intend to effectuate our Initial Business
Combination using cash from the proceeds of the public offering and the sale of the private placement units, our equity, debt or a combination
of these as the consideration to be paid in our Initial Business Combination. 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.

If our Initial Business Combination is paid for
using equity or debt, or not all of the funds released from the Trust Account are used for payment of the consideration in connection
with our Initial Business Combination or used for redemptions of our Class A ordinary shares, we may apply the balance of the cash
released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-
business combination company, the payment of principal or interest due on indebtedness incurred in completing our Initial Business Combination,
to fund the purchase of other companies or for working capital.

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. There are no
prohibitions on our ability to issue securities or incur debt in connection with our Initial Business Combination.

Sources of Prospective Partner Businesses

On August 22, 2024, we entered into the Business
Combination Agreement. Since entering into the Business Combination Agreement, we have not been actively searching for a business partner.
However, we may in the future decide to initiate a new business partner search in connection with an alternative Initial Business Combination.

We anticipate that prospective partner business
candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private equity
groups, investment banking firms, consultants, accounting firms and large business enterprises. Prospective partner 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 prospective partner businesses in which they think we may be interested on an unsolicited basis, since some of these
sources will have read this 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 prospective partner business candidates that they become aware of 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 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. 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 finder’s fees 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. In no event,
however, will our Sponsor or any of our existing officers or directors, or their respective affiliates paid by us any finder’s fee,
consulting fee or other compensation prior to, or for any services they render in order to effectuate, the completion of our Initial Business
Combination (regardless of the type of transaction that it is). Some of our officers and directors may enter into employment or consulting
agreements with the post-business combination company following our Initial Business Combination. The presence or absence of any such
fees or arrangements will not be used as a criterion in our selection process of an acquisition candidate.

7

We are not prohibited from pursuing an Initial
Business Combination with a company that is affiliated with our Sponsor, officers or directors. In the event we seek to complete our Initial
Business Combination with a company that is affiliated with our Sponsor or any of our 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 that such 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.

Each of our officers and directors presently has,
and any of them in the future may have, additional, fiduciary or contractual obligations to other entities, including any future special
purpose acquisition companies we expect they may be involved in and entities that are affiliates of our Sponsor, pursuant to which such
officer or director is or will be required to present a business combination opportunity to such entity. 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 entity, subject to their fiduciary duties under Cayman Islands law.

Evaluation of a Prospective Partner Business and Structuring
of Our Initial Business Combination

In evaluating a prospective partner business,
we expect to conduct an extensive due diligence review which may encompass, as applicable and among other things, meetings with incumbent
management and employees, document reviews, interviews of customers and suppliers, inspection of facilities and a review of financial
and other information about the prospective partner and its industry. We will also utilize our management team’s operational and
capital planning experience. If we determine to move forward with a particular prospective partner, we will proceed to structure and negotiate
the terms of the business combination transaction.

The time required to select and evaluate a prospective
partner 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 partner business with which our Initial Business Combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination. The Company will not pay any consulting fees to members
of our management team, or their respective affiliates, for services rendered to or in connection with our Initial Business Combination.
In addition, we have agreed not to enter into a definitive agreement regarding an Initial Business Combination without the prior consent
of our Sponsor.

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 Prospective Partner’s Management
Team

Although we intend to closely scrutinize the management
of a prospective partner business when evaluating the desirability of effecting our Initial Business Combination with that business, our
assessment of the prospective partner 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 prospective partner business cannot presently be stated with any certainty. The determination as to whether
any of the members of our management team will remain with the combined company will be made at the time of our Initial Business Combination.
While it is possible that one or more of our directors will remain associated in some capacity with us following our Initial Business
Combination, it is unlikely that any of them will devote their full efforts to our affairs subsequent to our Initial Business Combination.
Moreover, we cannot assure you that members of our management team will have significant experience or knowledge relating to the operations
of the particular prospective partner business.

8

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

Following a business combination, we may seek
to recruit additional managers to supplement the incumbent management of the prospective partner business. We cannot assure you that we
will have the ability to recruit additional managers, or that additional managers will have the requisite skills, knowledge or experience
necessary to enhance the incumbent management.

Shareholders May Not Have the Ability to Approve Any Alternative
Business Combination and Approval of Our Current Business Combination Does Not Guarantee its Completion

Although our shareholders approved the proposed
Business Combination in connection with the December 2025 Extraordinary General Meeting, the transaction has not yet closed. If the currently
approved Business Combination is not consummated for any reason, we may seek to enter into a revised or alternative Business Combination
(the “Alternative Business Combination”). In such a case, we may conduct redemptions without a shareholder vote pursuant to
the tender offer rules of the SEC subject to the provisions of our Fourth Amended and Restated Memorandum and Articles of Association.
However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide
to seek shareholder approval for business or other reasons.

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 law will be made by us,
solely in our discretion, and will be based on business and reasons, which include a variety of factors, including, but not limited to:

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

●
the expected cost of holding a shareholder vote;

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

●
other time and budget constraints of the company; and

●
additional legal complexities of a proposed business combination that would be time-consuming and burdensome to present to shareholders.

Permitted Purchases and Other Transactions with Respect to Our
Securities

If we seek shareholder approval of an Alternative
Business Combination and we do not conduct redemptions in connection with such Alternative Business Combination pursuant to the tender
offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase public shares or warrants in privately-negotiated
transactions or in the open market either prior to or following the completion of the Alternative Business Combination. Additionally,
at any time at or prior to an Alternative Initial Business Combination, subject to applicable securities laws (including with respect
to material nonpublic information), our Sponsor, directors, executive officers, advisors or 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 such Alternative
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 warrants in such transactions. If they engage in such transactions, they will be restricted from making
any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases
are prohibited by Regulation M under the Exchange Act.

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In the event that our Sponsor, directors, officers,
advisors or their affiliates purchase shares in privately-negotiated transactions from public shareholders who have already elected to
exercise their redemption rights or submitted a proxy to vote against an Alternative Business Combination, such selling shareholders would
be required to revoke their prior elections to redeem their shares and any proxy to vote against the Alternative Business Combination.
We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the
Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine
at the time of any such purchases that the purchases are subject to such rules, the purchasers will be required to comply with such rules.

The purpose of any such transaction could be to
(i) vote in favor of the Alternative Business Combination and thereby increase the likelihood of obtaining shareholder approval of
the Alternative Business Combination, (ii) reduce the number of public warrants outstanding or vote such warrants on any matters
submitted to the warrant holders for approval in connection with the Alternative Business Combination or (iii) satisfy a closing
condition in an agreement with a prospective partner that requires us to have a minimum net worth or a certain amount of cash at the closing
of the Alternative l 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 an Alternative Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public
“float” of our Class A ordinary shares or public warrants 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.

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

Our Sponsor, officers, directors and/or their
affiliates will be restricted from making purchases of shares if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the
Exchange Act. We expect any such purchases would be reported by such person pursuant to Section 13 and Section 16 of the Exchange
Act to the extent such purchasers are subject to such reporting requirements.

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 upon the completion of our Initial Business Combination, regardless of whether
such shareholder votes on such proposed Initial Business Combination, and if they do vote, regardless of whether they vote for or against
such proposed 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 our Initial Business Combination, including interest earned
on the funds held in the Trust Account and not previously released to us to pay our income taxes, if any, divided by the number of then-outstanding
public shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.00 per
public share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred
underwriting commissions we will pay to the underwriters. The redemption rights will include the requirement that a beneficial holder
must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our Initial Business
Combination with respect to our warrants. Further, we will not proceed with redeeming our public shares, even if a public shareholder
has properly elected to redeem its shares, if an Initial Business Combination does not close. Our Sponsor and each member of our management
team have entered into an agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder
shares and public shares acquired during or after the public offering by them in connection with (i) the completion of our Initial
Business Combination and (ii) a shareholder vote to approve an amendment to our Fourth Amended and Restated Memorandum and Articles
of Association (A) that would modify the substance or timing of our obligation to provide holders of our Class A ordinary shares
the right to have their shares redeemed in connection with our Initial Business Combination or to redeem 100% of our public shares if
we do not complete our Initial Business Combination by July 30, 2026 or (B) with respect to any other provision relating to the rights
of holders of our Class A ordinary shares (including extending the deadline for completing our Initial Business Combination).

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Limitations on Redemptions

The proposed Initial Business Combination may
require: (i) cash consideration to be paid to the prospective partner or its owners, (ii) cash to be transferred to the prospective
partner for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance
with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all
Class A ordinary shares that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to
the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the Initial Business
Combination or redeem any shares, and all Class A ordinary shares submitted for redemption will be returned to the holders thereof.

Manner of Conducting Redemptions

We will provide our public shareholders with the
opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of an Alternative Business Combination
either (i) in connection with a general meeting called to approve such Alternative Business Combination or (ii) 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 and any transactions where we issue more than 20% of our issued and outstanding ordinary shares (excluding the private placement
shares underlying the private placement units) or seek to amend our Fourth Amended and Restated Memorandum and Articles of Association
would typically require shareholder approval. We currently intend to conduct redemptions in connection with a shareholder vote unless
shareholder approval is not required by applicable law or stock exchange listing requirement or we choose to conduct redemptions pursuant
to the tender offer rules of the SEC for business or other reasons.

If we held a shareholder vote to approve an Alternative
Business Combination, we will, pursuant to our Fourth Amended and Restated Memorandum and Articles of Association:

●
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 an Alternative 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 Alternative Business Combination.

If we seek shareholder approval, we will complete
the Alternative Business Combination only if we obtain the approval of an ordinary resolution under Cayman Islands law, which requires
the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the company. In such case, our Sponsor
and each member of our management team have agreed to vote their founder shares and public shares in favor of the Alternative Business
Combination. As a result, in addition to our initial shareholders’ founder shares and private placement shares, we would need none
of the public shares sold in the public offering to be voted in favor of the Alternative Business Combination in order to have such Alternative
Business Combination approved. Each public shareholder may elect to redeem their public shares irrespective of whether they vote for or
against the proposed transaction or vote at all. In addition, our Sponsor and each member of our management team have entered into an
agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to any founder shares and public shares
held by them in connection with (i) the completion of any Initial Business Combination and (ii) a shareholder vote to approve
an amendment to our Fourth Amended and Restated Memorandum and Articles of Association (A) that would modify the substance or timing
of our obligation to provide holders of our Class A ordinary shares the right to have their shares redeemed in connection with our
Initial Business Combination or to redeem 100% of our public shares if we do not complete our Initial Business Combination by July 30,
2026 or (B) with respect to any other provision relating to the rights of holders of our Class A ordinary shares (including
extending the deadline for completing our Initial Business Combination).

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If we conduct redemptions pursuant to the tender
offer rules of the SEC, we will, pursuant to our Fourth Amended and Restated Memorandum and Articles of Association:

●
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 the Alternative Business Combination which contain substantially the same financial and other information about the Alternative Business Combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

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

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 the Alternative Business Combination until the expiration of the tender offer period.
In addition, the tender offer will be conditioned on public shareholders not tendering more than the number of public shares we are permitted
to redeem. If public shareholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete
such Alternative Business Combination.

Limitation on Redemption Upon Completion of an Alternative Business
Combination If We Seek Shareholder Approval

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

However, we would not restrict our shareholders’
ability to vote all of their shares (including Excess Shares) for or against an Alternative Business Combination.

Tendering Share Certificates in Connection with a Tender Offer
or Redemption Rights

Public shareholders seeking to exercise their
redemption rights in connection with an Alternative Business Combination, whether they are record holders or hold their shares in “street
name,” will be required to either tender their certificates (if any) to our transfer agent prior to the date set forth in the proxy
solicitation or tender offer materials, as applicable, mailed to such holders, or to deliver their shares to the transfer agent electronically
using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option, in each case up
to two business days prior to the initially scheduled vote to approve such business combination. The proxy solicitation or tender offer
materials, as applicable, that we will furnish to holders of our public shares in connection with the Alternative Business Combination
will indicate the applicable delivery requirements, which will include the requirement that a beneficial holder must identify itself in
order to validly redeem its shares. Accordingly, a public shareholder would have from the time we send out our tender offer materials
until the close of the tender offer period, or up to two business days prior to the initially scheduled vote on the proposal to approve
the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption
rights. Given the relatively short period in which to exercise redemption rights, it is advisable for shareholders to use electronic delivery
of their public shares.

12

There is a nominal cost associated with the above-referenced
tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically
charge the tendering broker a fee of approximately $80.00 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 holders seeking to exercise redemption rights
to tender their shares. The need to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such
delivery must be effectuated.

In order to perfect redemption rights in connection
with their business combinations, many blank check companies would distribute proxy materials for the shareholders’ vote on an Initial
Business Combination, and a holder could simply vote against a proposed business combination and check a box on the proxy card indicating
such holder was seeking to exercise his or her redemption rights. After the business combination was approved, the company would contact
such shareholder to arrange for him or her to deliver his or her certificate to verify ownership. As a result, the shareholder then had
an “option window” after the completion of the business combination during which he or she could monitor the price of the
company’s shares in the market. If the price rose above the redemption price, he or she could sell his or her shares in the open
market before actually delivering his or her shares to the company for cancellation. As a result, the redemption rights, to which shareholders
were aware they needed to commit before the general meeting, would become “option” rights surviving past the completion of
the business combination until the redeeming holder delivered its certificate. The requirement for physical or electronic delivery prior
to the meeting ensures that a redeeming shareholder’s election to redeem is irrevocable once the business combination is approved.

Any request to redeem such shares, once made,
may be withdrawn at any time up to two business days prior to the initially scheduled vote on the proposal to approve the business combination,
unless otherwise agreed to by us. Furthermore, if a holder of a public share delivered its certificate in connection with an election
of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such holder may simply
request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds to be distributed
to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of an Alternative Business
Combination.

If an Alternative Business Combination is not
approved for any reason, then our public shareholders who elected to exercise their redemption rights would not be entitled to redeem
their shares for the applicable pro rata share of the Trust Account. In such case, we will promptly return any certificates delivered
by public holders who elected to redeem their shares.

Redemption of Public Shares and Liquidation If No Initial Business
Combination

Our Fourth Amended and Restated Memorandum and
Articles of Association provide that we will have until July 30, 2026 to consummate an Initial Business Combination. If we have not consummated
an Initial Business Combination by July 30, 2026, 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, 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 and not previously released to us to pay our income taxes, if any (less up to $100,000 of interest to pay dissolution expenses
and any withholding taxes) divided by the number of the then-outstanding public shares, which redemption will completely extinguish public
shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any); 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 the case of clauses (ii) and (iii) 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 consummate an Initial Business Combination by July 30, 2026. Our
Fourth Amended and Restated Memorandum and Articles of Association will provide that, if we wind up for any other reason prior to the
consummation of our Initial Business Combination, we will follow the foregoing procedures with respect to the liquidation of the Trust
Account as promptly as reasonably possible but not more than ten business days thereafter, subject to applicable Cayman Islands law.

Our Sponsor and each member of our management
team have entered into an agreement with us, pursuant to which they have agreed to waive their rights to liquidating distributions from
the Trust Account with respect to any founder shares they hold if we fail to consummate an Initial Business Combination by July 30, 2026
(although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if we
fail to complete our Initial Business Combination within the prescribed time frame).

13

Our Sponsor, executive officers and directors
have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our Fourth Amended and Restated Memorandum
and Articles of Association (A) that would modify the substance or timing of our obligation to provide holders of our Class A
ordinary shares the right to have their shares redeemed in connection with our Initial Business Combination or to redeem 100% of our public
shares if we do not complete our Initial Business Combination by July 30, 2026 or (B) with respect to any other provision relating
to the rights of holders of our Class A ordinary shares (including extending the deadline for completing our Initial Business Combination),
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 and not previously released to us to pay our income taxes, if any, divided by the number of the then-outstanding
public shares. If this optional redemption right is exercised with respect to an excessive number of public shares such that we cannot
satisfy the net tangible asset requirement, we would not proceed with the amendment or the related redemption of our public shares at
such time. This redemption right shall apply in the event of the approval of any such amendment, whether proposed by our Sponsor, any
executive officer or director, or any other person.

We expect that all costs and expenses associated
with implementing our plan of dissolution, as well as payments to any creditors, will be funded with up to $100,000 of funds from the
Trust Account available to us to pay dissolution expenses, although we cannot assure you that there will be sufficient funds for such
purpose.

If we were to expend all of the net proceeds of
the public offering and the sale of the private placement units, other than the funds held in the Trust Account, and without taking into
account interest, if any, earned on the Trust Account, the per-share redemption amount received by shareholders upon our dissolution would
be $10.00. The proceeds held in the Trust Account could, however, become subject to the claims of our creditors which would have higher
priority than the claims of our public shareholders. We cannot assure you that the actual per-share redemption amount received by shareholders
will not be less than $10.00. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to
pay or provide for all creditors’ claims.

Although we will seek to have all vendors, service
providers, prospective partner 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 perform an analysis of the alternatives available to it and will only enter into
an agreement with a third-party that has not executed a waiver if management believes that such third-party’s engagement would be
significantly more beneficial to us than any alternative. 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. Citigroup Global Markets Inc., Morgan Stanley & Co. LLC and William Blair &
Company, L.L.C. will not execute an agreement with us waiving such claims to the monies held in the Trust Account. In addition, there
is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations,
contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect the amounts held
in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third-party (other than
Marcum LLP, our independent registered public accounting firm) for services rendered or products sold to us (other than our independent
registered public accounting firm), or a prospective partner business with which we have discussed entering into a transaction agreement,
reduce the amounts 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 assets, in each case net of the interest that may be withdrawn to pay our tax obligations, provided that such
liability will not apply to any claims by a third-party or prospective partner business that executed a waiver of any and all rights to
seek access to the Trust Account nor will it apply to any claims under our indemnity of the underwriters of the public offering against
certain liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable
against a third-party, our Sponsor will not be responsible to the extent of any liability for such third-party claims. However, we have
not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether our Sponsor has sufficient
funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities of our company. Therefore,
we cannot assure you that our Sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us
for claims by third parties including, without limitation, claims by vendors and prospective partner 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
assets, in each case net of the amount of interest which may be withdrawn to pay our income tax obligations, and our Sponsor asserts that
it is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim, our
independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While
we currently expect that our independent directors would take legal action on our behalf against our Sponsor to enforce its indemnification
obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any
particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price
will not be less than $10.00 per public share.

14

We will seek to reduce the possibility that our
Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective
partner businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim
of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the
underwriters of the public offering against certain liabilities, including liabilities under the Securities Act. 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, however such liability will not be greater than the amount of funds
from our Trust Account received by any such shareholder.

If we file a bankruptcy or winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the funds held in the Trust Account could
be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy estate and subject to the claims of third
parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the Trust Account, we cannot assure
you we will be able to return $10.00 per public share to our public shareholders. Additionally, if we file a bankruptcy or winding-up
petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any distributions received by
shareholders could be viewed under applicable debtor/creditor and/or bankruptcy or insolvency laws as either a “preferential transfer”
or a “fraudulent conveyance.” As a result, a bankruptcy or insolvency court could seek to recover some or all amounts received
by our shareholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may
have acted in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public shareholders from
the Trust Account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these
reasons.

Our public shareholders will be entitled to receive
funds from the Trust Account only (i) in the event of the redemption of our public shares if we do not complete our Initial Business
Combination by July 30, 2026, (ii) in connection with a shareholder vote to amend our Fourth Amended and Restated Memorandum and
Articles of Association (A) to modify the substance or timing of our obligation to provide holders of our Class A ordinary shares
the right to have their shares redeemed in connection with our Initial Business Combination or to redeem 100% of our public shares if
we do not complete our Initial Business Combination by July 30, 2026, or (B) with respect to any other provision relating to the
rights of holders of our Class A ordinary shares (including extending the deadline for completing our Initial Business Combination),
or (iii) if they redeem their respective shares for cash upon the completion of the Initial Business Combination. Public shareholders
who redeem their Class A ordinary shares in connection with a shareholder vote described in clause (ii) in the preceding sentence
shall not be entitled to funds from the Trust Account upon the subsequent completion of an Initial Business Combination or liquidation
if we have not consummated an Initial Business Combination by July 30, 2026, with respect to such Class A ordinary shares so redeemed.
In no other circumstances will a shareholder have any right or interest of any kind to or in the Trust Account. In the event we seek shareholder
approval in connection with an Alternative Business Combination, a shareholder’s voting in connection with such business combination
alone will not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account. Such
shareholder must have also exercised its redemption rights described above. These provisions of our Fourth Amended and Restated Memorandum
and Articles of Association, like all provisions of our Fourth Amended and Restated Memorandum and Articles of Association, may be amended
with a shareholder vote.

Competition

On August 22, 2024, we entered into the Business
Combination Agreement. Since entering into the Business Combination Agreement, we have not been actively searching for a business partner.
However, we may in the future decide to initiate a new business partner search in connection with an alternative Initial Business Combination.

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

15

Facilities

We currently maintain our executive offices at
2021 Fillmore St. #2089, San Francisco, CA 94115.

Employees

We currently have two executive officers: Kanishka
Roy and Steven Handwerker. These individuals are not obligated to devote any specific number of hours to our matters but they intend to
devote as much of their time as they deem necessary to our affairs until we have completed our Initial Business Combination. The amount
of time they will devote in any time period will vary based on whether a prospective partner 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.

Available Information

We maintain a website at https://plumpartners.com.
We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required
to disclose certain material events (e.g., changes in corporate control, acquisitions or dispositions of a significant amount of assets
other than in the ordinary course of business and bankruptcy) in a Current Report on Form 8-K. The SEC maintains an Internet website that
contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. The
SEC’s Internet website is located at http://www.sec.gov. In addition, the Company will provide copies of these documents without
charge upon request from us in writing at 2021 Fillmore St. #2089, San Francisco, CA 94115 or by telephone at +1 (929) 529-7125.