NASDAQ: RAAQW

The registration statement for the Company’s
Initial Public Offering was declared effective on April 28, 2025. On April 30, 2025, the Company consummated the Initial Public
Offering of 17,250,000 units (the “Units” and, with respect to the Class A ordinary shares included in the Units sold, the
“Public Shares”), including 2,250,000 Units issued pursuant to the exercise of the Underwriters’ (as defined below) over-allotment
option in full, generating gross proceeds of $172,500,000. Each Unit consists of one Class A ordinary share and one-half of one redeemable
warrant of the Company (the “Public Warrants”), with each whole warrant entitling the holder thereof to purchase one Class
A ordinary share at $11.50 per share.

Simultaneously with the closing of the Initial
Public Offering, the Company consummated the sale of 5,450,000 warrants at a price of $1.00 per warrant (the “Private Placement
Warrants”), generating gross proceeds of $5,450,000. Of the 5,450,000 Private Placement Warrants, (i) Cohen & Company Capital
Markets, a division of Cohen & Company Securities, LLC (the “Representative”), purchased 1,466,250 Private Placement Warrants,
(ii) Clear Street LLC (“Clear Street” and together with the Representative, the “Underwriters”) purchased 258,750
Private Placement Warrants and (iii) RAAQ Sponsor LLC, a Delaware limited liability company (the “Sponsor”), purchased 3,725,000
Private Placement Warrants.

Prior to the consummation of the Initial Public
Offering, on December 11, 2024, our Sponsor made a capital contribution of $25,000, or approximately $0.004 per share, to cover certain
expenses on our behalf in exchange for issuance of 5,750,000 Class B ordinary shares (the “Founder Shares”). In January 2025
and March 2025, our Sponsor transferred 25,000 Founder Shares to each our of independent directors (for an aggregate of 75,000 Founder
Shares) and 10,000 Founder Shares to each of our advisors (for an aggregate of 60,000 Founder Shares) at the same per-share price that
our Sponsor purchased such shares, or approximately $0.004 per share, resulting in our Sponsor holding 5,615,000 Founder Shares.

1

Following the closing of the Initial Public Offering
on April 30, 2025, an amount of $172,500,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the sale
of the Private Placement Warrants was placed in a trust account (the “Trust Account”), to be invested only in U.S. government
treasury obligations with maturities of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the
Investment Company Act of 1940, as amended (the “Investment Company Act”), which invest only in direct U.S. government treasury
obligations. To mitigate the risk that we might be deemed to be an investment company for purposes of the Investment Company Act, which
risk increases the longer that we hold investments in the Trust Account, we may, at any time (based on our management team’s ongoing
assessment of all factors related to our potential status under the Investment Company Act), instruct the trustee to liquidate the investments
held in the Trust Account and instead to hold the funds in the Trust Account in cash or in an interest bearing demand deposit account
at a bank. Except with respect to interest earned on the funds held in the Trust Account that may be released to us for permitted withdrawals
and up to $100,000 of interest to pay liquidation expenses, the proceeds from the Initial Public Offering and the sale of the Private
Placement Warrants will not be released from the Trust Account until the earliest of (i) the completion of our initial Business Combination,
(ii) the redemption of our Public Shares if we are unable to complete our initial Business Combination within the Completion Window,
subject to applicable law, or (iii) the redemption of our Public Shares properly submitted in connection with a shareholder vote to amend
our Amended and Restated Memorandum and Articles of Association to (A) modify 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 have not consummated an initial Business
Combination within the Completion Window or (B) with respect to any other material provisions relating to shareholders’ rights
or pre-initial Business Combination activity. The proceeds deposited in the Trust Account could become subject to the claims of our creditors,
if any, which could have priority over the claims of our Public Shareholders.

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 Initial Public Offering. We intend to effectuate our initial
Business Combination using cash from the proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, the
proceeds of the sale of our shares in connection with our initial Business Combination (including pursuant to forward purchase agreements
or backstop agreements we may enter into following the consummation of the Initial Public Offering or otherwise), 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.

If our initial Business Combination is paid for
using equity or debt securities, 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 use the balance of the
cash released to us from the Trust Account following the closing for general corporate purposes, including for maintenance or expansion
of operations of the post-transaction 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.

2

We have not selected any Business Combination
target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any Business
Combination target. We may pursue an initial Business Combination in any business or industry but expect to focus on targets in the sectors
underpinned by real assets including metals and mining, real estate, infrastructure and adjacent sectors. Accordingly, there is no current
basis to evaluate the possible merits or risks of the target business with which we may ultimately complete our initial Business Combination.
Although our management will assess the risks inherent in a particular target business with which we may combine, we cannot assure you
that this assessment will result in our identifying all risks that a target business may encounter. Furthermore, some of those risks
may be outside of our control, meaning that we can do nothing to control or reduce the chances that those risks will adversely affect
a target business.

We may seek to raise additional funds through
a private offering of debt or equity securities in connection with the completion of our initial Business Combination and we may effectuate
our initial Business Combination using the proceeds of such offering rather than using the amounts held in the Trust Account. 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 sale of the Private Placement Warrants, 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. Subject to compliance with applicable securities laws, we
would expect to complete such financing only simultaneously with the completion of our initial Business Combination. In the case of an
initial Business Combination funded with assets other than the Trust Account assets, our proxy materials or tender offer documents disclosing
the initial Business Combination would disclose the terms of the financing and, only if required by law, we would seek shareholder approval
of such financing. There is no limitation on our ability to raise funds through the issuance of equity or equity-linked securities or
through loans, advances or other indebtedness in connection with our initial Business Combination, including pursuant to forward purchase
agreements or backstop agreements we may enter into. At this time, we are not a party to any arrangement or understanding with any third
party with respect to raising any additional funds through the sale of securities or otherwise. None of our Sponsor, officers, directors
or shareholders is required to provide any financing to us in connection with or after our initial Business Combination.

Sources of Target Businesses

We anticipate that target business candidates
will be brought to our attention from various unaffiliated sources, including investment bankers, personal relationships, operating executives
and private investment funds. Target businesses may be brought to our attention by such unaffiliated sources as a result of being solicited
by us through calls or mailings. These sources may also introduce us to target businesses in which they think we may be interested on
an unsolicited basis, since many of these sources will have read the registration statement for our Initial Public Offering 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 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 track record and business relationships of our officers and
directors. While we do not presently anticipate engaging the services of professional firms or other individuals that specialize in business
acquisitions on any formal basis, we may engage these firms or other individuals in the future, in which event we may pay a finder’s
fee, consulting fee or other compensation to be determined in an arm’s length negotiation based on the terms of the transaction.

Prior to or in connection with the completion
of our initial Business Combination, there may be payment by the Company to our officers, independent directors, advisors, or their respective
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 released to us pursuant to permitted withdrawals or held outside the Trust Account.

3

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, directors or advisors (or their respective affiliates
or related entities). In the event that we seek to complete our initial Business Combination with a company that is affiliated (as defined
in our Amended and Restated Memorandum and Articles of Association) with our Sponsor, officers, directors or advisors (or their respective
affiliates or related entities), we, or a committee of independent directors, will obtain an opinion from an independent investment banking
firm which is a member of FINRA or an independent firm that commonly renders valuation opinions for the type of company we are seeking
to acquire or from an independent accounting firm that our 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.

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

In evaluating a prospective target business,
we expect to conduct a due diligence review which may encompass, among other things, meetings with incumbent management and employees,
document reviews, interviews of customers and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational,
legal and other information 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.

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 we can use to complete another Business Combination.

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

4

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

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

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

We may conduct redemptions without a shareholder
vote pursuant to the tender offer rules of the SEC subject to the provisions of our Amended and Restated Memorandum and Articles of Association.
However, we will seek shareholder approval if it is required by applicable law or stock exchange listing requirement, or we may decide
to seek shareholder approval for business or other reasons.

Under Nasdaq’s listing rules, shareholder
approval would be required for our initial Business Combination if, for example:

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

●Any
of our directors, officers or substantial shareholders (as defined by Nasdaq rules) has a
5% or greater interest (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 the Company
at a disadvantage in the transaction or result in other additional burdens on the Company; (ii) the expected cost of holding a shareholder
vote; (iii) the risk that the shareholders would fail to approve the proposed Business Combination; (iv) other time and budget constraints
of the Company; and (v) additional legal complexities of a proposed Business Combination that would be time-consuming and burdensome
to present to shareholders.

5

Permitted Purchases of Our Securities

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

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

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

6

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

●our
registration statement/proxy statement filed for our Business Combination transaction would
disclose the possibility that our Sponsor, initial shareholders, directors, officers, advisors
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, initial shareholders, directors, officers, advisors 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, initial shareholders,
directors, officers, advisors and their affiliates would not be voted in favor of approving
the Business Combination transaction;

●our
Sponsor, initial shareholders, directors, officers, advisors 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 security holder meeting to approve
the Business Combination transaction, the following material items:

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

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

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

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

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

Please see “Risk Factors — If
we seek shareholder approval of our initial Business Combination, our Sponsor, initial shareholders, directors, officers, advisors and
their affiliates may elect to purchase Public Shares or Public Warrants from Public Shareholders, which may influence a vote on a proposed
Business Combination and reduce the public “float” of our Class A ordinary Public Shares or Public Warrants” for
additional information.

7

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

We will provide our Public Shareholders with
the opportunity to redeem, regardless of whether they abstain, vote for, or against, our initial Business Combination, all or a portion
of their Public Shares in connection with the completion of our initial Business Combination at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial
Business Combination, including interest earned on the funds held in the Trust Account (net of taxes paid or payable) and not previously
released to us for permitted withdrawals, divided by the number of then issued and outstanding Public Shares, subject to the limitations
and on the conditions described herein. The amount in the Trust Account is initially anticipated to be $10.00 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. Our Sponsor, officers and directors have entered into a letter agreement with us, pursuant to which
they have agreed to waive their redemption rights with respect to 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 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 forward purchase agreements or backstop arrangements
we may enter into following consummation of the Initial Public Offering, 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, regardless of whether they abstain, vote for, or against, our initial Business Combination, all or a portion
of their Public Shares in connection with 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), as described
above under the heading “Shareholders May Not Have the Ability to Approve Our Initial Business Combination.” 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 Memorandum and Articles of Association would require shareholder approval. So long as we obtain and maintain
a listing for our securities on Nasdaq, we will be required to comply with Nasdaq’s shareholder approval rules.

The requirement that we provide our Public Shareholders
with the opportunity to redeem their Public Shares by one of the two methods listed above is contained in provisions of our Amended and
Restated Memorandum and Articles of Association and will apply whether or not we maintain our registration under the Exchange Act or
our listing on Nasdaq. Such provisions may be amended if approved by a special resolution, which requires the affirmative vote of at
least two-thirds of the votes cast by such shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by
proxy at the applicable general meeting of the Company, so long as we offer redemption in connection with such amendment.

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

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

If we seek shareholder approval, we will complete
our initial Business Combination only if we obtain the approval of an ordinary resolution under Cayman Islands law and our Amended and
Restated Memorandum and Articles of Association, which requires the affirmative vote of at least a majority of the votes cast by such
shareholders as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of
the Company. A quorum for such meeting will be present if the holders of at least one-third of issued and outstanding shares entitled
to vote at the meeting are represented in person or by proxy. Our Sponsor, officers and directors will count toward this quorum and,
pursuant to the letter agreement, our Sponsor, officers and directors have agreed to vote their Founder Shares and any Public Shares
purchased during or after the Initial Public Offering (including in open market and privately-negotiated transactions) in favor of our
initial Business Combination (including any proposals recommended by the Company’s board of directors in connection with such Business
Combination) (except with respect to any Public Shares which may not be voted in favor of approving the Business Combination transaction
in accordance with the requirements of Rule 14e-5 under the Exchange Act and any SEC interpretations or guidance relating thereto). For
purposes of seeking approval of an ordinary resolution, non-votes will have no effect on the approval of our initial Business Combination
once a quorum is obtained. As a result, in addition to our initial shareholders’ Founder Shares, we would need 5,744,250, or 33.3%,
of the 17,250,000 Public Shares sold in the Initial Public Offering to be voted in favor of an initial Business Combination in order
to have our initial Business Combination approved, assuming all outstanding shares are voted and the parties to the letter agreement
do not acquire any Class A ordinary shares. Assuming that only the holders of one-third of our issued and outstanding ordinary shares,
representing a quorum under our Amended and Restated Memorandum and Articles of Association, vote their ordinary shares at a general
meeting of the Company, we will not need any Public Shares in addition to our Founder Shares to be voted in favor of an initial Business
Combination in order to approve an initial Business Combination. However, if our initial Business Combination is structured as a statutory
merger or consolidation with another company under Cayman Islands law, the approval of our initial Business Combination will require
the approval of a special resolution, which requires the affirmative vote of at least two-thirds of the votes cast by such shareholders
as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at the applicable general meeting of the Company.
Assuming all outstanding shares are voted at a special meeting of the Company and the parties to the letter agreement do not acquire
any Class A ordinary shares, we will need 9,584,100, or 55.56%, of the 17,250,000 Public Shares in addition to our initial shareholders’
Founder Shares to be voted in favor of an initial Business Combination in order to approve an initial Business Combination. Assuming
that only the holders of one-third of our issued and outstanding ordinary shares, representing a quorum under our Amended and Restated
Memorandum and Articles of Association, vote their ordinary shares at a special meeting of the Company, we will not need any Public Shares
in addition to our Founder Shares to be voted in favor of an initial Business Combination in order to approve an initial Business Combination.
In addition, prior to the closing of our initial Business Combination, only holders of our Class B ordinary shares (i) will have the
right to appoint and remove directors prior to or in connection with the completion of our initial Business Combination and (ii) will
be entitled to vote on continuing our Company in a jurisdiction outside the Cayman Islands (including any special resolution required
to amend our constitutional documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer
by way of continuation in a jurisdiction outside the Cayman Islands). These quorum and voting thresholds, and the voting agreement of
our Sponsor, officers and directors, may make it more likely that we will consummate our initial Business Combination. Each Public Shareholder
may elect to redeem their Public Shares irrespective of whether they vote for or 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.

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

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

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

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

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

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

Our proposed initial Business Combination may
impose a minimum cash requirement for (i) cash consideration to be paid to the target or its owners, (ii) cash for working capital or
other general corporate purposes or (iii) the retention of cash to satisfy other conditions. In the event the aggregate cash consideration
we would be required to pay for all 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 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 forward purchase agreements or backstop
arrangements we may enter into following consummation of our Initial Public Offering, in order to, among other reasons, satisfy such
net tangible assets or minimum cash requirements.

10

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

If we seek shareholder approval of our initial
Business Combination and we do not conduct redemptions in connection with our initial Business Combination pursuant to the tender offer
rules, our Amended and Restated Memorandum and Articles of Association provide that a Public Shareholder, together with any affiliate
of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under
Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the
Public Shares without our prior consent, which we refer to as the “Excess Shares.” 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 our Initial 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 our Initial 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 target that requires as a closing
condition that we have a minimum net worth or a certain amount of cash.

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

Delivering Share Certificates in Connection
with the Exercise of Redemption Rights

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

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

11

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

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

Redemption of Public Shares and Liquidation
if No Initial Business Combination

Our Amended and Restated Memorandum and Articles
of Association provide that we will have only the duration of the Completion Window to complete our initial Business Combination. If
we have not completed our initial Business Combination within such time period, we will 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 amounts not previously released to us for permitted withdrawals and up to $100,000 of interest
to pay liquidation expenses), divided by the number of then issued and 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 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 Completion Window.

Our Sponsor, officers and directors have entered
into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions from the Trust Account
with respect to any Founder Shares held by them if we fail to complete our initial Business Combination within the Completion Window,
although they will entitled to liquidating distributions from assets outside the Trust Account. However, if our Sponsor or management
team acquire Public Shares in or after our 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 allotted Completion Window.

Our Sponsor, officers, directors and director
nominees have agreed, pursuant to a written agreement with us, that they will not propose any amendment to our Amended and Restated Memorandum
and Articles of Association (A) to modify the substance or timing of our obligation to 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 Completion
Window or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination
activity, in each case unless we provide our Public Shareholders with the opportunity to redeem their Public Shares upon approval of
any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest earned on the funds held in the Trust Account (net of taxes paid or payable) and not previously released to us for permitted
withdrawals, divided by the number of then issued and outstanding Public Shares.

12

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
$1,300,000 of proceeds held outside the Trust Account and funds we may withdraw from interest earned on the Trust Account pursuant to
permitted withdrawals, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are
not sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any
interest accrued in the Trust Account not required to pay taxes, we may request the trustee to release to us an additional amount of
up to $100,000 of such accrued interest to pay those costs and expenses.

If we were to expend all of the net proceeds
of our Initial Public Offering and the sale of the Private Placement Warrants, other than the proceeds deposited in the Trust Account,
and without taking into account interest, if any, earned on the Trust Account less taxes paid or payable, the per-share redemption amount
received by shareholders upon our dissolution would be approximately $10.00. The proceeds deposited in the Trust Account could, however,
become subject to the claims of our creditors which would have higher priority than the claims of our Public Shareholders. We cannot
assure you that the actual per-share redemption amount received by shareholders will not be substantially less than $10.00. 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 target businesses and other entities with which we do business execute agreements with us waiving any right, title,
interest or claim of any kind in or to any monies held in the Trust Account for the benefit of our Public Shareholders, there is no guarantee
that they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against
the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as
well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against
our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to
the monies held in the Trust Account, our management will consider whether competitive alternatives are reasonably available to us and
will only enter into an agreement with such third party if management believes that such third party’s engagement would be in the
best interests of the Company under the circumstances. Examples of possible instances where we may engage a third party that refuses
to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management
to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable
to find a service provider willing to execute a waiver. WithumSmith+Brown, PC, our independent registered public accounting firm, and
the Underwriters will not execute agreements with us waiving such claims to the monies held in the trust account. In addition, there
is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any
negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. In order to protect
the amounts held in the Trust Account, our Sponsor has agreed that it will be liable to us if and to the extent any claims by a third
party for services rendered or products sold to us (except for the Company’s independent 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 share due to reductions in the value of the trust assets, in each case less taxes paid or payable and up to $100,000
of interest to pay liquidation expenses, 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 of 1933 (the “Securities Act”). However, we have not asked our Sponsor to reserve for such indemnification
obligations, nor have we independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we
believe that our Sponsor’s only assets are securities of the Company. Therefore, we cannot assure you that our Sponsor would be
able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available
for our initial Business Combination and redemptions could be reduced to less than $10.00 per Public Share.

13

In such event, we may not be able to complete
our initial Business Combination, and you would receive such lesser amount per share in connection with any redemption of your Public
Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors
and prospective target businesses.

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 share due to reductions in the value of the trust assets, in
each case less taxes paid or payable and up to $100,000 of interest to pay liquidation 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 you that due to claims
of creditors the actual value of the per-share redemption price will not be less than $10.00 per share.

We will seek to reduce the possibility that our
Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective
target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of
any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable as to any claims under our indemnity of the Underwriters
against certain liabilities, including liabilities under the Securities Act. We will have access to up to approximately $1,300,000 from
the proceeds of the Initial Public Offering 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 winding-up petition
or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, the proceeds held in the Trust Account
could be subject to applicable bankruptcy or insolvency law, and may be included in our bankruptcy or insolvency estate and subject to
the claims of third parties with priority over the claims of our shareholders. To the extent any bankruptcy or insolvency claims deplete
the Trust Account, we cannot assure you we will be able to return $10.00 per share to our Public Shareholders. Additionally, if we file
a bankruptcy or winding-up petition or an involuntary bankruptcy or winding-up petition is filed against us that is not dismissed, any
distributions received by shareholders could be viewed under applicable debtor/creditor and/or bankruptcy/insolvency laws as either a
“preferential transfer” or a “fraudulent conveyance, preference or disposition.” As a result, a liquidator or
bankruptcy, insolvency or other court could seek to recover some or all amounts received by our shareholders. Furthermore, our board of
directors may be viewed as having breached its fiduciary duty to us or our creditors and/or may have acted in bad faith, and thereby exposing
itself and the 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.

14

Our Public Shareholders will be entitled to receive
funds from the Trust Account only (i) in the event of the redemption of our Public Shares if we do not complete our initial Business Combination
within the Completion Window, (ii) in connection with a shareholder vote to amend our Amended and Restated Memorandum and Articles of
Association (A) to modify the substance or timing of our obligation to 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 Completion Window or (B) with
respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity or (iii)
if they redeem their respective shares for cash in connection with the completion of our initial Business Combination. In no other circumstances
will a shareholder have any right or interest of any kind to or in the Trust Account. In the event that we seek shareholder approval in
connection with our initial Business Combination, a shareholder’s voting in connection with the Business Combination alone will
not result in a shareholder’s redeeming its shares to us for an applicable pro rata share of the Trust Account. Such shareholder
must have also exercised its redemption rights described above. These provisions of our Amended and Restated Memorandum and Articles of
Association, like all provisions of our Amended and Restated Memorandum and Articles of Association, may be amended with a shareholder
vote.

Competition

In identifying, evaluating and selecting a target
business for our initial Business Combination, we may encounter competition from other entities having a business objective similar to
ours, including other special purpose acquisition companies, private equity groups and leveraged buyout funds, public companies and operating
businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting
Business Combinations directly or through affiliates. Moreover, many of these competitors possess similar or greater financial, technical,
human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources.
This inherent limitation gives others an advantage in pursuing the acquisition of a target business. 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 target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial
Business Combination.

Emerging Growth Company and Smaller Reporting
Company

We are an “emerging growth company,”
as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”).
As such, we are eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public
companies that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act reduced disclosure obligations regarding executive compensation in our
periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved. If some investors find our securities less attractive
as a result, there may be a less active trading market for our securities and the prices of our securities may be more volatile.

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

15

We will remain an emerging growth company until
the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of our Initial Public Offering,
(b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June
30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

Additionally, we are a “smaller reporting
company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure
obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting
company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates is equal to
or exceeds $250 million as of the prior June 30th, or (2) our annual revenues equaled to or exceeded $100 million during such completed
fiscal year and the market value of our ordinary shares held by non-affiliates is equal to or exceeds $700 million as of the prior June
30th.

Recent Developments

On February 22, 2026, the Company and IQM Finland Oy, a limited liability company (Fi. osakeyhtiö) incorporated under the laws of
Finland (“IQM”), IQM US LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of IQM, and Eclipse
QC S.à r.l., a Luxembourg private limited liability company (société à responsabilité limitée)
and a direct wholly owned subsidiary of IQM, entered into a business combination agreement which will result in IQM becoming a public
company and listing American Depositary Shares on one of the two leading U.S. stock exchanges.

The transaction is expected to be funded by a combination of the Company’s Trust Account and expected proceeds from a public investment
in private equity. The closing of the transaction is expected to occur in the third quarter of 2026 and is subject to approval by the
shareholders of the parties and other customary closing conditions, including regulatory approval.