NASDAQ: SCII

A total of $172,500,000, comprised of a portion of the proceeds from the
Initial Public Offering and the Private Placement, was placed in the Trust Account maintained by Continental, acting as trustee.

It is the job of our Sponsor and Management Team to complete our initial
Business Combination. Our Management Team consists of (i) Menachem Shalom, our Chief Executive Officer and (ii) Asaf Yarkoni, our Chief
Financial Officer. We must complete our initial Business Combination by (i) May 25, 2027, the current end of our Combination Period, which
is 18 months from the closing of our Initial Public Offering, (ii) November 25, 2027, which is 24 months from the closing of the Initial
Public Offering if we extend the period of time to consummate a Business Combination by the full amount of time as described in more detail
in this Report, (iii) such earlier liquidation date as our Board may approve or (iv) such later date as our shareholders may approve pursuant
to the Amended and Restated Articles. If our initial Business Combination is not consummated by the end of our Combination Period, our
existence will terminate, and we will distribute all amounts in the Trust Account as described elsewhere in this Report.

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

Business Opportunity
Overview

Our
Management Team and Sponsor believe there is a backlog of companies that are interested in becoming public companies. We believe that
because this backlog is substantial, there may be a number of attractive companies that will not be able to list via a traditional initial
public offering in the near-term, and therefore may opt to pursue a listing via a SPAC instead. Moreover, we believe current market conditions
are causing middle-market financial sponsors and venture capital firms to consider alternative methods for providing liquidity to
their limited partners.

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We
believe that many companies are either mid-stage growth assets or mature assets generating positive cash flow. In addition to these
fundamentals, the sectors contain a large number of privately-held businesses that we believe could benefit from our Management’s
experience with other companies of accelerating revenue growth, expanding margins and improving capital allocation decision-making. In
addition to privately held middle market businesses, we believe many larger companies are in the process of evaluating their portfolios
of businesses and reviewing candidates for potential divestitures, which we believe may also prove to be attractive Business Combination
targets. Our Chief Executive Officer, Mr. Menachem Shalom, also has significant experience in corporate carve-outs.

However, we may encounter intense competition from other entities having
a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other SPACs and
other entities, domestic and international, competing for the types of businesses we intend to acquire. In recent years, the number of
SPACs that have been formed has increased substantially. Many of these competitors possess similar or greater technical, human and other
resources to ours or more local industry knowledge than we do and our financial resources will be relatively limited when contrasted with
those of many of these competitors. Because there are more SPACs seeking to enter into an initial Business Combination with available
targets, the competition for available targets with attractive fundamentals or business models may increase, which could cause target
companies to demand improved financial terms, which could increase the cost of, delay or otherwise complicate or frustrate our ability
to find and consummate an initial Business Combination.

Business Strategy

Our
strategy is to identify, acquire and, after our initial Business Combination, build a business, focused on the industries that stands
to benefit from our Management Team’s experience and operating capabilities. We distinguish ourselves with our ability to:

● Access our vast network of relationships to develop a distinctive
pipeline of acquisition opportunities. We believe the combination of our Chief Executive Officer’s industry experience and our
Management’s ability and network of relationships with CEOs, founders, family offices, private equity sponsors and investment banks helps
us to identify and evaluate suitable target businesses that could benefit from our operational and strategic expertise and from Management’s
experience in structuring complex transactions and accessing capital for growth.

● Bring unique rigor to the process of identifying and acquiring
a private business that will ultimately be well received in the public markets. We believe that our Management Team’s track
record and experience will provide a distinct advantage for identifying, valuing and completing a Business Combination that will meet
our shareholders’ expectations.

●
Revitalize the target company and generate value for shareholders after the Business Combination. Given our Management’s experience, we are confident that our officers and directors will be able to drive value after the Business Combination, particularly for businesses that are underperforming, undersized, or poorly managed. By implementing strategies that have proven successful in the past, they intend to focus on accelerating revenue growth, improving profit margins, and fostering a results-driven culture.

Our Management Team and
Board of Directors

The past performance of our Management Team and our Board is not a guarantee
either (i) of success with respect to any Business Combination we may consummate or (ii) that we will be able to identify a suitable candidate
for our initial Business Combination. Further, in recent years, a number of target businesses have underperformed financially post-Business Combination.
Our shareholders should not rely on the historical record of our Management Teams’ or our Board’s performance as indicative
of our future performance.

We
believe our Management Team is well positioned to take advantage of the growing set of acquisition opportunities focused on companies
in the United States and elsewhere, to create value for our shareholders, and that our contacts and relationships, including owners of
private and public companies, private equity funds, investment bankers, attorneys, accountants and business brokers, will allow us to
generate attractive acquisition opportunities.

In
addition to supporting us in the areas of investment origination, assessments of key risks and opportunities and due diligence, members
of our Board of Directors may also support us after the completion of our Business Combination in overseeing our investment selection
and value creation plan and strategy where relevant expertise exists. We believe the significant experience our directors bring will make
us a more attractive merger partner.

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Business Combination
Criteria

Consistent
with this strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating prospective
target businesses. We use these criteria and guidelines in evaluating acquisition opportunities, but we may decide to enter into our initial
Business Combination with a target business that does not meet these criteria and guidelines.

● Proven, Established Companies: We aim to acquire well-established companies with a consistent
track record of financial performance. Our focus is on businesses with strong operating results and solid fundamentals.

● Strong Free Cash Flow Potential: We target businesses that either already generate or have
the potential to generate stable, growing free cash flow. Our emphasis is on companies with predictable revenue streams.

● Competitive Advantage: We seek businesses that hold a strong, growing, or specialized market
position within their industries. We carefully evaluate the strengths and weaknesses of target companies in comparison to their competitors,
aiming to acquire businesses with a competitive edge that can help protect their market position and profitability.

● Experienced Management Teams: Our goal is to acquire businesses with skilled and experienced
management teams. We see this as an opportunity to build on and further enhance the management capabilities of the acquired company. We
plan to collaborate closely with the target’s management team, leveraging our executive team’s expertise to complement their strengths.

● Revenue and Earnings Growth Potential: We target businesses that have demonstrated, or have
the potential for, substantial revenue and earnings growth. This could be achieved through organic growth, new market opportunities, expanded
production, cost reductions, strategic acquisitions, or improved operational efficiency.

● Growing Sectors or Cyclical Opportunities: We focus on sectors showing long-term growth
or those poised for a cyclical upswing. We believe many industries have seen strong growth recently and possess drivers for continued
expansion or are positioned to benefit from positive changes in their industry cycles.

● Advantages of Being a Public Company: We seek to acquire companies that stand to benefit from
being publicly traded, particularly in terms of greater access to capital and enhanced visibility that comes with a public profile.

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

Prior SPAC Experience

Our Chairman and Chief Executive Officer, Menachem Shalom, and our Chief
Financial Officer, Asaf Yarkoni, have experience with blank check companies and serve as executive officers and directors in one other
SPAC:

Kochav
Defense Acquisition Corp. (May 2025): Kochav Defense Acquisition Corp. (NASDAQ: KCHVU), a SPAC, completed its $253 million initial
public offering in May 2025. Kochav Defense Acquisition Corp. is currently searching for a Business Combination target in the aerospace
and defense industries.

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Our Sponsor

Our Sponsor is a Delaware limited liability company, which was formed in
June 2025 to invest in our Company. Although our Sponsor is permitted to undertake any activities permitted under the Delaware Limited
Liability Company Act and other applicable law, our Sponsor’s business is focused on investing in us. Our Sponsor is an indirect
wholly owned subsidiary and an affiliate of Nukkleus, a publicly-traded company listed on Nasdaq under the symbol “NUKK”.
Nukkleus is focused on the defense sector. Nukkleus Defense is the sole managing member of our Sponsor, and holds voting and investment
discretion with respect to the Ordinary Shares held of record by the Sponsor.

Mr. Menachem Shalom our Chief Executive Officer and a director is
also the Chief Executive Officer and a director of Nukkleus. All of our officers and directors are direct or indirect members of our Sponsor.
Other than Nukkleus, no other person has a direct or indirect material interest in our Sponsor. Our independent directors have each received,
for their services as a director, an indirect interest in 20,000 Founder Shares and our Chief Financial Officer has received an indirect
interest in 10,000 Founder Shares (70,000 Founder Shares in the aggregate) through membership interests in our Sponsor but has no right
to control the Sponsor or participate in any decision regarding the disposal of any security held by the Sponsor, or otherwise. Other
than our Management Team, none of the other members of our Sponsor participate in our Company’s activities. The managing member
holds 68.9% of the Sponsor membership interests reflecting indirect interests in the Founder Shares and 35.3% of the Sponsor membership
interests reflecting indirect interests in the Private Placement Units.

Because our Sponsor acquired the Founder Shares at a nominal price of $0.003
per share, our Public Shareholders incurred immediate and material dilution upon the closing of the Initial Public Offering. Further,
the Class A Ordinary Shares issuable in connection with the conversion of the Founder Shares may result in material dilution to our Public
Shareholders due to the anti-dilution rights of our Founder Shares that may result in an issuance of Class A Ordinary Shares on a
greater than one-for-one basis upon conversion. Additionally, our Public Shareholders may experience dilution from the conversion
of the Private Placement Rights converting into 25,500 Class A Ordinary Shares upon consummation of an initial Business Combination Further,
our Public Shareholders may experience material dilution if the $1,500,000 in Working Capital Loans is fully advanced by the Sponsor and
the Sponsor elects to convert the Working Capital Loans into Private Placement-equivalent units at $10.00 per unit, resulting in the Sponsor
receiving an additional 150,000 units of the post-combination company.

The
Founder Shares will automatically convert into Class A Ordinary Shares concurrently with or immediately following the consummation of
our initial Business Combination or earlier at the option of the holder on a one-for-one basis, subject to adjustment for share sub-divisions,
share capitalizations, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case
that additional Class A Ordinary Shares, or any other equity-linked securities, are issued or deemed issued in excess of the amounts
sold in the Initial Public Offering and related to or in connection with the closing of the initial Business Combination, the ratio at
which Class B Ordinary Shares convert into Class A Ordinary Shares will be adjusted (unless the holders of a majority of the outstanding
Class B Ordinary Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of Class
A Ordinary Shares issuable upon conversion of all Class B Ordinary Shares will equal, in the aggregate, 30% of the sum of (i) the total
number of all Ordinary Shares outstanding upon the completion of the Initial Public Offering (including any Class A Ordinary Shares issued
pursuant to the Over-Allotment Option and excluding the securities underlying the Private Placement Units issued to the Sponsor),
plus (ii) all Class A Ordinary Shares and equity-linked securities issued or deemed issued, in connection with the closing of the
initial Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial
Business Combination and any Private Placement-equivalent units issued to our Sponsor or any of its affiliates or to our officers
or directors upon conversion of any Working Capital Loans) minus (iii) any redemptions of Class A Ordinary Shares by Public Shareholders
in connection with an initial Business Combination; provided that such conversion of Founder Shares will never occur on a less than one-for-one basis.

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

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

Pursuant
to the Letter Agreement, each of our Sponsor, directors and officers has agreed to a lock-up and restrictions on their ability to
transfer, assign, or sell the Founder Shares and Private Placement Units (including underlying securities). Further, the Sponsor membership
interests are locked up and not transferable because the Letter Agreement prohibits indirect transfers.

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Our
Letter Agreement may be amended without shareholder approval. Such transfer restrictions have been amended in connection with Business
Combinations for certain other SPACs. While we do not expect our Board to approve any amendment to the Letter Agreement prior to our initial
Business Combination, it may be possible that our Board, in exercising its business judgment and subject to its fiduciary duties, chooses
to approve one or more amendments to the Letter Agreement.

Evaluation of Target Business and Structuring of Our Initial Business Combination

In evaluating a prospective target business, we conduct a due diligence
review that encompasses, among other things, meetings with incumbent management and employees, document reviews, interviews of customers
and suppliers, inspection of facilities, as applicable, as well as a review of financial, operational, legal and other information about
the target and its industry that is 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.

Certain
of our Sponsor, including Nukkleus, directors and officers, directly or indirectly, owns Founder Shares and/or Private Placement Units
following the Initial Public Offering and, accordingly, may have a conflict of interest in determining whether a particular target business
is an appropriate business with which to effectuate our initial Business Combination. The low price that our Sponsor, including Nukkleus,
directors and officers, directly or indirectly, paid for the Founder Shares creates an incentive whereby our Sponsor, including Nukkleus,
directors and officers could potentially make a substantial profit even if we select an acquisition target that subsequently declines
in value and is unprofitable for Public Shareholders. Further, such Sponsor, including Nukkleus, officers and directors may have a conflict
of interest with respect to evaluating a particular Business Combination if the retention or resignation of any such officers and directors
was included by a target business as a condition to any agreement with respect to our initial Business Combination.

If we are unable to
complete our initial Business Combination within the Combination Period, or by such earlier liquidation date as our Board of Directors
may approve, the Founder Shares and the Private Placement Units may expire worthless, except to the extent they receive liquidating distributions
from assets outside the Trust Account, which could create an incentive for our Sponsor, including Nukkleus, directors and officers to
complete a transaction even if we select an acquisition target that subsequently declines in value and is unprofitable for Public Shareholders.
Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular Business Combination
if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with
respect to our initial Business Combination.

Our
Sponsor and certain of our officers and directors are, and may in the future become, affiliated with entities (including Nukkleus and
Kochav Defense Acquisition Corp., other SPACs, operating companies or investment entities) that are engaged in a similar business to us.
We do not have employment contracts with our officers and directors that will limit their ability to work at other businesses. In addition,
our Sponsor, officers and directors may participate in the formation of, or become an officer or director of, any other blank check company
prior to completion of our initial Business Combination. As a result, our Sponsor, including Nukkleus, officers and directors could have
conflicts of interest in determining whether to present Business Combination opportunities to us or to any other blank check company with
which they may become involved. Accordingly, if any of our officers or directors becomes aware of a Business Combination opportunity which
is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, including Nukkleus,
he or she may honor these obligations and duties to present such Business Combination opportunity to such entities first, and only present
it to us if such entities reject the opportunity and he or she determines to present the opportunity to us (unless such opportunity was
presented to such individuals in his or her capacity as an officer or director of our Company), subject to their fiduciary duties under
Cayman Islands law. Our Amended and Restated Articles provide that, to the fullest extent permitted by law: (i) no individual serving
as a director or an officer, among other persons, shall have any duty, except and to the extent expressly assumed by contract, to refrain
from engaging directly or indirectly in the same or similar business activities or lines of business as us, and (ii) we renounce any interest
or expectancy in, or in being offered an opportunity to participate in, any potential transaction or matter which (a) may be a corporate
opportunity for any director or officer, on the one hand, and us, on the other or (b) the presentation of which would breach an existing
legal obligation of a director or officer to any other entity. Additionally, neither Nukkleus, which controls our Sponsor, nor any other
entity currently has any obligation or duty to provide us with any potential Business Combination opportunity. In addition, Nukkleus will
require that any Business Combination opportunity that is a corporate opportunity of Nukkleus that may also be a Business Combination
opportunity for our Company will first be presented to the board of directors of Nukkleus for consideration as to whether Nukkleus desires
to pursue such Business Combination opportunity as a direct investment or to present such opportunity to our Company for consideration.
A decision by Nukkleus to pursue an opportunity would preclude us from pursuing it and could have a negative impact on our ability to
complete our initial Business Combination. These conflicts may not be resolved in our favor and a potential target business may be presented
to another entity prior to its presentation to us. As a result, the fiduciary duties or contractual obligations of our officers or directors
could materially affect our ability to complete our initial Business Combination.

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

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

Initial Business Combination

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

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

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.

We may pursue an initial Business Combination in any business or industry.
Although our Management will assess the risks inherent in a particular target business with which we may combine, we cannot assure our
shareholders 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 have until May 25, 2027 (or
we may, at the Sponsor’s option, extend two times, each by an additional three (3) months, without shareholder approval, for a total
of 24 months, from the closing of the Initial Public Offering, or November 25, 2027)  or until such earlier liquidation date as
our Board of Directors may approve, to consummate our initial Business Combination. If we anticipate that we may be unable to consummate
our initial Business Combination within such Combination Period, we may seek shareholder approval to amend our Amended and Restated Articles
to further extend the date by which we must consummate our initial Business Combination. If we seek shareholder approval for an extension,
our Public Shareholders will be offered an opportunity to redeem their Public Shares at a per share price, payable in cash, equal to the
aggregate amount then on deposit in the Trust Account, including interest earned thereon (less taxes payable, if any), divided by the
number of then issued and outstanding Public Shares, subject to applicable law.

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If we are unable to complete our initial Business Combination within the
Combination Period and do not hold a shareholder vote to amend our Amended and Restated Articles to extend the amount of time we will
have to consummate an initial Business Combination, or by such earlier liquidation date as our Board of Directors may approve, we will
redeem 100% of the Public Shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest earned thereon (less taxes, if any, payable and up to $100,000 of interest income to pay dissolution expenses), divided
by the number of then issued and outstanding Public Shares, subject to applicable law and certain conditions as further described herein.
While the pro rata Redemption Price was approximately $10.02 per Public Share as of December 31, 2025, we cannot assure our Public Shareholders
that we will in fact be able to distribute such amounts as a result of claims of creditors, which may take priority over the claims of
our Public Shareholders.

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

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

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

Status as a Public
Company

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

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

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

Financial Position

With
funds available for a Business Combination as of December 31, 2025 in the amount of $ $172,778,783 (before redemptions, taxes payable
on the interest earned, if any, and payment of the Deferred Fee), we offer a target business a variety of options, such as creating a
liquidity event for its owners, providing capital for the potential growth and expansion of its operations or strengthening its balance
sheet by reducing its debt ratio. Because we are able to complete our initial Business Combination using our cash, debt or equity securities,
or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration
to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third-party financing and
there can be no assurance it will be available to us.

Potential Additional Financings

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

8

Sources of Target Businesses

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

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

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

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

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

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

We
are not prohibited from pursuing an initial Business Combination with a company that is affiliated with our Sponsor, officers or directors,
or completing the Business Combination through a joint venture or other form of shared ownership with our Sponsor, officers or directors.
In the event we seek to complete our initial Business Combination with a company that is affiliated (as defined in our Amended and Restated
Articles) with our Sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent
investment banking firm or another independent entity that commonly renders valuation opinions, stating that the consideration to be paid
by us in such an initial Business Combination is fair to our Company from a financial point of view. We are not required to obtain such
an opinion in any other context.

9

Lack of Business Diversification

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

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

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

Limited Ability to Evaluate the Target’s
Management Team

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

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

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

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

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

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

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

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

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

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

10

Permitted Purchases of Our Securities

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

Additionally, at any time at or prior to our initial Business Combination,
subject to applicable securities laws (including with respect to material nonpublic information), our Sponsor, directors, officers, 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 Rights in such transactions.

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

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

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

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

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

11

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

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

● our Sponsor, 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 general meeting of shareholders to approve
the Business Combination transaction, the following material items:

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

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

● the impact, if any, of the purchases by our Sponsor, 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, 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,
directors, officers, advisors and their affiliates; and

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

Redemptions in Connection with Our Initial
Business Combination

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

We will provide our Public Shareholders with the opportunity to redeem
all or a portion of their Public Shares, regardless of whether they abstain, vote for, or vote against, our initial Business Combination,
upon the completion of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then
on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial Business Combination, including
interest earned on the funds held in the Trust Account (less taxes payable, if any), divided by the number of then outstanding Public
Shares, subject to the limitations and on the conditions described herein. As of December 31, 2025, the Redemption Price was approximately
$10.02 per Public Share (before taxes payable, if any). Our Sponsor, officers and directors have entered into the Letter Agreement with
us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares, Private Placement Shares
and any Public Shares they may hold in connection with the completion of our initial Business Combination.

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

12

Manner of Conducting Redemptions

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

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

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

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

● file proxy materials with the SEC.

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

If
we seek shareholder approval, we will complete our initial Business Combination only if we receive an Ordinary Resolution. However, if
our initial Business Combination is structured as a statutory merger or consolidation with another company under Cayman Islands law, the
approval of our initial Business Combination will require a Special Resolution. A quorum for such meeting will be present if the holders
of at least one third of issued and outstanding Ordinary Shares entitled to vote at the meeting are represented in person or by proxy.
Our Sponsor, officers and directors will count toward this quorum and, pursuant to the Letter Agreement, our Sponsor, officers and directors
have agreed to vote their Founder Shares, Private Placement Shares and any Public Shares purchased during or after the Initial Public
Offering (including in open market and privately-negotiated transactions, aside from Public Shares they may purchase in compliance
with the requirements of Rule 14e-5 under the Exchange Act, which would not be voted in favor of approving the Business Combination
transaction) in favor of our initial Business Combination. For purposes of seeking approval of an Ordinary Resolution, non-votes will
have no effect on the approval of our initial Business Combination once a quorum is obtained.

As a result, if all outstanding Ordinary Shares are voted on a resolution
to approve our initial Business Combination, in addition to our 7,392,857 Founder Shares and 255,000 Private Placement Shares, if we would
require an Ordinary Resolution, we would need 4,801,072 Public Shares, or approximately 27.82% of the 17,250,000 Public Shares, and if
we would require a Special Resolution, we would need 8,950,715 Public Shares, or approximately 51.88% of the 17,250,000 Public Shares,
to be voted in favor of an initial Business Combination in order to have our initial Business Combination approved, assuming that the
parties to the Letter Agreement do not acquire any Public Shares. Assuming that only the holders of one-third of our issued and outstanding
Ordinary Shares, representing a quorum under our Amended and Restated Articles, vote their Ordinary Shares, regardless of such vote pertains
to an Ordinary Resolution or a Special Resolution of two-thirds of our Ordinary Shares voted at the meeting, we would not need any
Public Shares in addition to our Founder Shares and Private Placement Shares to be voted in favor of an initial Business Combination in
order to approve an initial Business Combination.

13

In
addition, prior to the closing of our initial Business Combination, only holders of our Class B Ordinary Shares (i) have the right to
appoint and remove directors prior to or in connection with the completion of our initial Business Combination and (ii) are entitled to
vote on continuing our Company in a jurisdiction outside the Cayman Islands (including any Special Resolution required to amend our constitutional
documents or to adopt new constitutional documents, in each case, as a result of our approving a transfer by way of continuation in a
jurisdiction outside the Cayman Islands). These quorum and voting thresholds, and the voting agreement of our Sponsor, officers and directors,
may make it more likely that we will consummate our initial Business Combination. Each Public Shareholder may elect to redeem their Public
Shares irrespective of whether they vote for or vote against the proposed transaction, or whether they do not vote or abstain from voting
on the proposed transaction, or whether they were a Public Shareholder on the record date for the general meeting held to approve the
proposed transaction.

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

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

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

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

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

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

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

14

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

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

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

Delivering Share Certificates in Connection
with the Exercise of Redemption Rights

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

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

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

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

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

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Redemption of Public Shares and Liquidation
if No Initial Business Combination

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

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

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

We expect that all costs and expenses associated with implementing our
plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,269,764 of
proceeds held outside the Trust Account (as of December 31, 2025), although we cannot assure our Public Shareholders that there will be
sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses associated with implementing
our plan of dissolution, to the extent that there is any interest accrued in the Trust Account not required to pay taxes on interest income
earned on the Trust Account balance, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued
interest to pay those costs and expenses.

If we were to expend all of the net proceeds of the Initial Public Offering
and the Private Placement, other than the proceeds deposited in the Trust Account, and without taking into account interest, if any, earned
on the Trust Account, the Redemption Price upon our dissolution would be approximately $10.02 as of December 31, 2025. The proceeds deposited
in the Trust Account could, however, become subject to the claims of our creditors which would have higher priority than the claims of
our Public Shareholders. We cannot assure our Public Shareholders that the actual per-share redemption amount received by Public
Shareholders will not be substantially less than the Redemption Price. While we intend to pay such amounts, if any, we cannot assure our
shareholders that we will have funds sufficient to pay or provide for all creditors’ claims.

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

To protect the amounts held in the Trust Account, our Sponsor has agreed
that it will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us (except for
our independent registered public accounting firm), or a prospective target business with which we have entered into a written letter
of intent, confidentiality or other similar agreement or Business Combination agreement, reduce the amount of funds in the Trust Account
to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date
of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the Trust Account assets,
less taxes payable, if any, provided that such liability will not apply to any claims by a third party or prospective target business
who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will
it apply to any claims under our indemnity of the Underwriters against certain liabilities, including liabilities under the Securities
Act. However, we have not asked our Sponsor to reserve for such indemnification obligations, nor have we independently verified whether
our Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that our Sponsor’s only assets are securities
of our Company. Therefore, we cannot assure our Public Shareholders that our Sponsor would be able to satisfy those obligations. As a
result, if any such claims were successfully made against the Trust Account, the funds available for our initial Business Combination
and redemptions could be reduced to less than $10.00 per Public Share. In such event, we may not be able to complete our initial Business
Combination, and our Public Shareholders would receive such lesser amount per share in connection with any redemption of their Public
Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors
and prospective target businesses.

In the event that the proceeds in the Trust Account are reduced below the
lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation
of the Trust Account if less than $10.00 per Public Share due to reductions in the value of the Trust Account assets, in each case less
(x) taxes payable, if any, and (y) up to $100,000 for dissolution expenses, and our Sponsor asserts that it is unable to satisfy its indemnification
obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether
to take legal action against our Sponsor to enforce its indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that our independent
directors in exercising their business judgment may choose not to do so in any particular instance if, for example, the cost of such legal
action is deemed by the independent directors to be too high relative to the amount recoverable or if the independent directors determine
that a favorable outcome is not likely. Accordingly, we cannot assure our Public Shareholders that due to claims of creditors the actual
value of the per-share redemption price will not be less than $10.00 per Public Share.

We
seek to reduce the possibility that our Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to
have all vendors, service providers, prospective target businesses or other entities with which we do business execute agreements with
us waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Our Sponsor will also not be liable
as to any claims under our indemnity of the Underwriters against certain liabilities, including liabilities under the Securities Act.
As of December 31, 2025, we had access to up to approximately $1,269,764 from the proceeds of the Initial Public Offering held outside
of the Trust Account with which to pay any such potential claims (including costs and expenses incurred in connection with our liquidation,
currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is subsequently determined that
the reserve for claims and liabilities is insufficient, shareholders who received funds from our Trust Account could be liable for claims
made by creditors.

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

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

Competition

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

Employees

We
currently have two officers: Mr. Menachem Shalom and Mr. Asaf Yarkoni. They are not obligated to devote any specific number of hours
to our matters but devote as much of their time as they deem necessary to our affairs until we have completed our initial Business Combination.
The amount of time they will devote in any time period varies based on whether a target business has been selected for our initial Business
Combination and the stage of the Business Combination process we are in. We do not intend to have any full time employees prior to the
completion of our initial Business Combination.

Periodic Reporting
and Financial Information

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

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

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

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

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

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

We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following November 25, 2030, (b) in
which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which
means the market value of our Class A Ordinary Shares that are held by non-affiliates exceeds $700 million as of the prior June 30,
and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.

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

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

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