NASDAQ: TAVIR

We have generated no revenues
to date and we do not expect that we will generate operating revenues until, at the earliest, we consummate our initial business combination.
Our management team is continuously made aware of potential business opportunities, one or more of which we may desire to pursue for an
initial business combination. However, we have not selected any specific target business and we have not, nor has anyone on our behalf,
engaged in any substantive discussions, directly or indirectly, with any target business with respect to an initial business combination
with us.

On December 5, 2024, we consummated
our initial public offering (the “Initial Public Offering”) of 10,000,000 units at $10.00 per unit, each unit consisting of
one ordinary share and one right entitling the holder thereof to receive one-tenth of one ordinary share upon the completion of our initial
business combination, generating gross proceeds of $100,000,000. Simultaneously with the closing of the Initial Public Offering, we consummated
the sale of 350,000 private placement units at a price of $10.00 per unit in a private placement (the “private placement”)
to Tavia Sponsor PTE. LTD., a company incorporated in Singapore (the “Sponsor”) and EarlyBirdCapital, Inc., the representative
of the underwriters in the Initial Public Offering (“EBC”), generating gross proceeds of $3,500,000. Following the closings
of the Initial Public Offering and the private placement on December 5, 2024, an aggregate amount of $100,500,000 ($10.05 per unit) from
the net proceeds of the sale of the public units, and a portion of the net proceeds from the sale of the private placement units, was
placed in the trust account (the “Trust Account”) and held in demand deposit or cash accounts or invested only in U.S. government
securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in
any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain
conditions under Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of (i) the completion of a business
combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders. On December 9, 2024, the
underwriters notified the Company of their exercise of the over-allotment option in full and purchased 1,500,000 additional units at $10.00
per unit upon the closing of the over-allotment option, generating gross proceeds of $15,000,000. Simultaneously with the closing of the
over-allotment option on December 11, 2024, we consummated the private placement of an aggregate of 37,500 private placement units to
the Sponsor and EBC at a price of $10.00 per unit, generating gross proceeds of $375,000. After giving effect to the exercise of the over-allotment
option, an aggregate of 11,500,000 Units have been issued in the Initial Public Offering at an aggregate offering price of $115,000,000,
and an aggregate amount of $115,575,000 ($10.05 per unit) from the net proceeds of the sale of the public units, and a portion of the
net proceeds from the sale of the private placement units, was placed in the Trust Account.

Recent Developments

On February 2, 2026, we issued a promissory note
(the “EBC Promissory Note”) to EBC. Pursuant to the EBC Promissory Note, EBC agreed to loan us up to an aggregate principal
amount of $300,000. The EBC Promissory Note is non-interest bearing and all outstanding amounts under the Promissory Note will be due
on the earlier of the consummation of a business combination, or the liquidation of the trust account established in connection with our
IPO, if a business combination is not consummated. If we do not consummate a business combination, we may use a portion of any funds held
outside the trust account into which we have placed the proceeds of the IPO to repay the Promissory Note; however, no proceeds from the
trust account may be used for such repayment. If such funds are insufficient to repay the Promissory Note, the Promissory Note will not
be repaid.

1

Our Competitive Advantages

Experienced Board of Directors:

Our management team is led
by our Chairman of the Board of Directors and Chief Executive Officer, Kanat Mynzhanov, and our Chief Financial Officer and director,
Askar Mametov. Together, they founded Tavia Sponsor Pte. Ltd., our Sponsor.

Mr. Mynzhanov brings a wealth
of investment expertise, SPAC leadership, and international deal-making experience to our organization. His track record includes leading
strategic acquisitions, founding successful investment funds, and advising on complex financial transactions. Mr. Mynzhanov’s SPAC
expertise is highlighted by his role as Chief Executive Officer and director of Oxus, a special purpose acquisition company that completed
a $172 million initial public offering in September 2021. In February 2024, Oxus completed its initial business combination with Borealis
Foods Inc., a food tech company with a mission to address growing consumer needs and global food security challenges by developing highly
nutritious and functional food products that are delicious, affordable and sustainable. Mr. Mynzhanov remains actively involved with Borealis
as a member of its board of directors. The closing price on NASDAQ for the Borealis ordinary shares was $5.67 on November 21, 2024.

In September 2016, Mr. Mynzhanov
co-founded Bellprescot Prime Fund, a hedge fund focused on disruptive technology investments in sectors such as the internet of things,
cloud computing, artificial intelligence and semiconductors. He concurrently founded Bellprescot Asset Management, serving as its chief
investment officer from September 2016 to June 2020. Since 2018, Mr. Mynzhanov has been advising on numerous private equity deals in fintech,
mobility (including EV battery technologies), and structured products such as tokenization and syndicated co-lending.

Mr. Mynzhanov’s comprehensive
experience includes directing the strategic acquisition of distressed chemical plants and critical materials mines in Europe, which we
believe further demonstrates his ability to identify and execute complex cross-border and global transactions. Prior to his work in hedge
funds and asset management, Mr. Mynzhanov worked at Kazatomprom-Damu, the investment subsidiary of NAC Kazatomprom JSC. As head of investments,
he spearheaded mergers and acquisitions, joint ventures, and business development initiatives within the metals and mining, rare metals,
and alternative energy sectors. Mr. Mynzhanov’s career with NAC Kazatomprom JSC began in March 2014, where he oversaw various projects
and forged valuable relationships with key industry players. NAC Kazatomprom JSC is the world’s largest uranium producer, which
fuels carbon-free electricity generation at nuclear power facilities around the globe. From March 2011 to March 2014, Mr. Mynzhanov’s
experience included leadership roles in the oil maritime transportation sector and consulting for firms seeking capital and business development
solutions.

We believe Mr. Mynzhanov’s
extensive background in investment management, technology, strategic business development, SPAC leadership, cross-border transactions,
and distressed asset acquisitions provide him with a unique and valuable skillset, and that these strengths position him to guide our
company’s efforts to complete a successful business combination.

Mr. Mametov served as Oxus’
Chief Financial Officer from Oxus’ inception in February 2021 until the completion of its initial business combination with Borealis
in February 2024. Mr. Mametov has over 15 years of executive experience in mining, oil and gas, infrastructure and transportation industries
with a thorough understanding of financial reporting (US GAAP and IFRS), taxation and accounting, financial planning and analysis. Mr.
Mametov has served as the Director of Kaznedraproject LLP, a private Kazkh oil and gas exploration company, since July 2019. Previously,
Mr. Mametov served as chief financial officer of KM Gold Inc., a public Kazakh gold mining company (KASE: KMGD) from August 2016 until
October 2019. He led the process of public listing of the company on Kazakhstan Stock Exchange in 2016. Prior to that, Mr. Mametov served
as financial controller of Sequa Petroleum Kazakhstan, a subsidiary of Sequa Petroleum, an oil and gas company, listed on Euronext Access
(EPA: MLSEQ) from January 2014 to July 2016. From 2007 to 2014, Mr. Mametov served in multiple roles at Caspian Services Inc. (NASDAQ:
CSSV), including management reporting, US GAAP financial reporting, as well as IFRS financial reporting for Kazakhstani Stock Exchange
(KASE: US_CSSV). In 2007, Mr. Mametov worked at Beeline Kazakhstan, a subsidiary of VEON (NASDAQ: VEON) (formerly Vympelcom). From 2005
to 2007, Mr. Mametov served as financial reporting specialist and consortium accountant in PetroKazakhstan Inc. (TSX: PKZ), a Canadian
oil company. Mr. Mametov is a member of IMA (Institute of Management Accountants) and since 2014, has served as the President of Kazakhstan
Chapter of IMA.

2

In addition to Mr. Mynzhanov
and Mr. Mametov, we expect to benefit from the experience and networks of the following director nominees:

Christophe Charlier served
as one of Oxus’ independent directors from September 2021 until the completion of its initial business combination with Borealis
in February 2024. Mr. Charlier is an international financier with over 25 years of experience in investment banking, private equity and
international management. Throughout his career he has acted as principal or advised on a number of landmark transactions in the telecom,
financial services, natural resources and sports and entertainment industries across developed and emerging markets. is Chairman and CEO
of LaFayette Acquisition Corp., a special purpose acquisition company which listed on NASDAQ in October 2025. He has served as an independent
director of La Française de l’Energie, a French clean energy production company since April 2016, and chairman of Pure Grass
Films, a UK-based film and TV series production company, since 2012. He served as a co-Chairman of Agri-Fintech Holdings, Inc. (f/k/a
Tingo Inc.) (“Agri-Fintech”), an African fintech company, from September 2021 to April 2023. Mr. Charlier served as chairman
of the board of directors of Renaissance Capital, a leading investment bank focused on emerging and frontier markets, from April 2017
to March 2020. As Chairman, Mr. Charlier coordinated the work of Renaissance Capital’s board of directors and oversaw strategic
development, the global brand, and relationships with key clients and stakeholders globally. Previously, Mr. Charlier served as deputy
Chief Executive Officer of Onexim Group, a leading private equity fund based in Moscow from September 2008 to June 2014. In this capacity,
he served on the boards of directors of several of Russia’s largest companies including RusAl, Polyus Gold, Quadra-Power Generation,
and RBC. He also acted as chairman of the NBA’s Brooklyn Nets franchise from 2010 to 2014. Prior to that from February 2002 to March
2004, Mr. Charlier was director of strategic development of Norilsk Nickel, leading its acquisition of strategic stakes in Stillwater
Mining Company and Gold Fields. He started his investment banking career in 1995 at JPMorgan in the M&A Group in New York.

Marsha Kutkevitch has worked
in the finance industry for over 20 years, primarily in structured products and emerging and capital markets. She founded and has served
as Chief Operating Officer of EMVirya Ltd, an FCA regulated investment advisor based in London, since February 2018. EMVirya Ltd, is a
privately held financial services firm operating in global emerging markets that is positioning itself at the crossroads of emerging markets
and renewable energy. Prior to founding EMVirya, Ms. Kutkevitch worked as a Managing Director at Goldman Sachs from April 2015 to September
2016 in London. From 2003 to 2015, Ms. Kutkevitch was a Managing Director at Barclays Capital (Barclays Investment Bank). She ran a business
at both Barclays and Goldman whose clients were corporate entities, financial institutions and governmental organizations.

Darrell Mays is the Chief
Executive Officer and Managing Partner of Mays//Mock Capital Partners, a middle market private equity firm focused on the TMT, Transportation
and Energy sectors. The firm targets companies that serve SMBs as well as enterprise customers that want an opportunity to work with Minority
Business Enterprise (MBE) certified companies. Mr. Mays served on the board of directors of American Virtual Cloud Technologies, Inc.,
formerly known as Pensare Acquisition Corp., from July 2017 until May 2023. He also served as Chief Executive Officer from July 2021 to
August 2022 and also from July 2017 to September 2020. Mr. Mays was the Founder and Chief Executive Officer of nsoro, a turnkey wireless
installation services provider, from 2003 to 2008, which was acquired by MasTec in August 2008. Mr. Mays served as an executive of MasTec
from August 2008 to December 2016.

Established Deal Sourcing Network

We believe that our management
team’s strong background, contacts and sources and geographic reach will provide us with high quality acquisition opportunities
and possibly complementary follow-on business arrangements. These contacts and sources include those ranging from industry executives,
private owners, private equity funds, family offices, commercial and investment bankers, lawyers and other financial sector service providers
and participants.

Status as a Publicly Listed Acquisition Company

We believe that we will be
an attractive initial business combination partner to prospective target businesses. As a publicly listed company, we will offer a target
business an alternative to the traditional initial public offering process. We believe that some of our target businesses will favor this
alternative, which we believe is more cost effective while also offering greater certainty of execution than would a traditional initial
public offering process. Once public, we believe that the target business would have greater access to capital and additional means of
creating management incentives that are better aligned with shareholders’ interests than it would as a private company. It can offer
further benefits by augmenting a company’s profile among potential new customers and vendors and aiding in attracting talented management
staff.

With respect to the foregoing
examples and descriptions, past performance by our management team is not a guarantee either (i) that we will be able to identify a suitable
candidate for our initial business combination or (ii) of success with respect to any initial business combination we may consummate.
Potential investors should not rely upon the historical record of our management as indicative of future performance.

3

Business Strategy

We envision a future where
sustainable innovation fuels business growth within a circular economy.

We plan to leverage our management
team’s experience to deliver value for investors. We believe we will offer a target company the ability to benefit from U.S. capital
markets and our deep industry expertise.

Our strategy will be to:

●Direct our attention on target
businesses focused on new energy technologies, circular economy initiatives, and innovative agricultural and food technologies, with
a particular emphasis on companies innovating sustainable solutions across this interconnected landscape;

●focus on target businesses
in North America and European markets;

●deploy our team’s expertise
to strategically advise and connect with promising targets;

●proactively uncover unique
deal opportunities through innovative sourcing methods; and

●navigate complex financial
environments and structures to optimize target outcomes.

Our attention on target businesses
focused on energy transition, the circular economy and food technologies is driven by a commitment to fostering innovation and sustainability
across these interconnected sectors:

●Energy Transition and Critical
Materials

The global shift towards a carbon-neutral
economy is accelerating the demand for renewable energy sources such as solar and wind power. This transition is heavily dependent on
critical materials, including but not limited to lithium, cobalt, nickel, and rare earth elements, which are vital for the manufacture
of batteries, electric vehicles (EVs), and renewable energy infrastructure. We aim to focus on companies that excel in the ethical sourcing,
processing, and recycling of these materials. By supporting businesses that adhere to environmentally responsible practices, we intend
to facilitate the development of a sustainable energy ecosystem that reduces environmental impact and supports the worldwide shift to
carbon neutral economies.

●Circular Economy

We believe in the transformative potential
of the circular economy to create economic growth that is both sustainable and beneficial for society. Our focus within this sector includes
but is not limited to:

●Materials Recovery and Recycling:
We target investments in companies that are pioneering innovations in the recycling industry to efficiently process and reclaim valuable
materials from waste.

●Product as a Service (PaaS):
We support business models that emphasize product durability and reparability, which contribute to extending the lifecycle of products
and reducing waste.

●Biobased Materials:
Our interests extend to companies developing materials from renewable biological resources, which help decrease reliance on fossil fuels
and reduce carbon emissions. These materials are essential across multiple industries and are pivotal in promoting clean hydrogen solutions
in transportation.

●Sustainable Packaging:
We aim to invest in advancements in sustainable packaging solutions that focus on biodegradable materials and technologies that minimize
environmental impact and resource use.

●Food Industries and Alternative
Proteins

Addressing the sustainability challenges
within the global food system, we focus on innovative companies in the alternative proteins sector. Technologies such as fermentation
and cellular agriculture represent the forefront of sustainable food solutions. These methods are significantly more resource-efficient
than traditional livestock farming and offer scalable solutions to meet the increasing global protein demand while mitigating environmental
impacts.

●Broader Opportunities

Beyond the specific sectors mentioned,
we are dedicated to exploring broader opportunities in. These include industrial and infrastructure within the context of the transition
and circular economies, renewable energy storage solutions, carbon capture technologies, and smart resource management systems. These
businesses play a crucial role in enhancing environmental sustainability and resilience, aligning with our commitment to support innovations
that address a wide array of ecological challenges.

4

●Conclusion

By strategically focusing on these interconnected
sectors, we aim to drive innovation, enhance sustainability, and create significant value. This approach positions us effectively in facilitating
the transition towards a more sustainable and resilient future.

Acquisition Criteria

Our management team intends
to focus on creating shareholder value by leveraging its experience in the management, operation, and financing of businesses to improve
the efficiency of operations while implementing strategies to scale revenue organically and/or through acquisitions. We have identified
the following general criteria and guidelines, which we believe are important in evaluating prospective target businesses. While we intend
to use these criteria and guidelines in evaluating prospective businesses, we may deviate from these criteria and guidelines should we
see justification to do so.

●Strong Management Team that
Can Create Significant Value for Target Business. We intend to seek targets with professional management teams whose interests are
aligned with those of our investors and complement the expertise of our team. When strategically beneficial, we may also look to enhance
their expertise, and leverage our network to strengthen their leadership team and drive post-acquisition growth.

●Would Benefit from our Capabilities.
We plan to target businesses primed for strategic growth acceleration through the application of our team’s management and
market expertise.

●Revenue and Earnings Growth
Potential. We intend to seek to acquire one or more businesses that have the potential for significant revenue and earnings growth
through a combination of both existing and new product development, increased production capacity, expense reduction and synergistic
follow-on acquisitions resulting in increased operating leverage.

●Potential for Strong Free
Cash Flow Generation. We intend to prioritize targets with a demonstrable track record of robust and sustainable free cash flow,
or the potential to achieve it in the near future.

●Benefit from Being a Public
Company. We intend to acquire a business or businesses that will benefit from being publicly traded and which can effectively utilize
access to broader sources of capital and a public profile that are associated with being a publicly traded company.

These criteria do not intend
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 Sponsor and management team may deem relevant.

Our Acquisition Process

Our due diligence process
is anticipated to involve meetings with management, document reviews, site visits, and comprehensive analysis of financial data, leveraging
our team’s deep transactional, financial, managerial, and investment expertise.

We are not prohibited from
pursuing an initial business combination with a company that is affiliated with our 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 memorandum and articles of
association) with our officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment
banking firm or another independent entity that commonly renders valuation opinions, 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.

Members of our management
team directly or indirectly own our securities following the Initial Public Offering, and accordingly, they may have a conflict of interest
in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.
Further conflicts could arise if a target company’s terms for a business combination involve the retention or resignation of our
officers and directors.

5

We have not selected any
business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly,
with any business combination target regarding a business combination with our company. We have also not contacted any of the prospective
target businesses that Oxus had considered and rejected while such entity was a blank check company searching for target businesses to
acquire. We do not currently intend to contact any of such targets; however, we may do so in the future if we become aware that the valuations,
operations, profits or prospects of such target business, or the benefits of any potential transaction with such target business, would
be attractive.

Each of our officers and
directors presently has contractual obligations to other entities, and any of them in the future may have additional fiduciary or contractual
obligations to other entities including other special purpose acquisition companies, or “SPACs” pursuant to which such officer
or director is or will be required to present an initial business combination opportunity. Accordingly, if any of our officers or directors
becomes aware of an initial business combination opportunity which is suitable for an entity to which he or she has then-current fiduciary
or contractual obligations, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity
under Cayman Islands law.

Our amended and restated
memorandum and articles of association provides that we renounce our interest in any corporate opportunity offered to any director or
officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company
and such opportunity is one that we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.

We do not believe, however,
that the fiduciary, contractual or other obligations or duties of our officers or directors will materially affect our ability to complete
our initial business combination.

Status as a Public Company

We believe our structure
will make 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. In this situation, the owners
of the target business would exchange their shares in the target business for our share or for a combination of shares of our share and
cash, allowing us to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated
with being a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a
public company than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred
in marketing, road show and public reporting efforts that may not be present to the same extent in connection with a business combination
with us.

Furthermore, once a proposed
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. Once public, we believe the target business would then have
greater access to capital and an additional means of providing management incentives consistent with shareholders’ interests. It
can offer further benefits by augmenting a company’s profile among potential new customers and vendors and aid in attracting talented
employees.

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 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 the fifth anniversary of the completion of the Initial
Public Offering, (b) in which we have total annual gross revenue of at least $1. Billion, or (c) in which we are deemed to be a large
accelerated filer, which means the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the prior
June 30th, and (2) the date on which we have issued more than $1.235 billion in non-convertible debt securities during the
prior three-year period.

6

Financial Position

With funds in the trust account
available for a business combination in the amount of approximately $120,754,293 as of December 31, 2025 (assuming no redemptions), 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 or leverage 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.

Effecting our Initial Business Combination

We are not presently engaged
in, and we will not engage in, any operations for an indefinite period of time. We intend to complete our initial business combination
using cash from the proceeds of the Initial Public Offering and the private placement of the private units, our equity, debt, or a combination
of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination
with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to
the numerous risks inherent in such companies and businesses.

If our initial business combination
is paid for using equity or debt instruments, 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 public shares, we may apply the balance of the cash
released to us from the trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction
company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the
purchase of other assets, companies or for working capital.

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 complete our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account.
Subject to compliance with applicable securities laws, we would expect to complete such financing only simultaneously with the completion
of our initial business combination. In the case of an initial business combination funded with assets other than the trust account assets,
our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only
if required by law, we would seek shareholder approval of such financing. There is no limitation on our ability to raise funds through
the issuance of equity or equity-linked securities or through loans, advances or other indebtedness in connection with our initial business
combination, including pursuant to forward purchase agreements or backstop agreements. At this time, we are not a party to any arrangement
or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. None of
our initial shareholders are required to provide any financing to us in connection with or after our initial business combination. Our
amended and restated memorandum and articles of association provides that, following the Initial Public Offering and prior to the consummation
of our initial business combination, we are prohibited from issuing additional securities that would entitle the holders thereof to (i)
receive funds from the trust account or (ii) vote as a class with our public shares.

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
a prospective target business with which our initial business combination is not ultimately completed will result in our incurring losses
and will reduce the funds we can use to complete another business combination.

7

Sources of Target Businesses

We expect to receive a number
of proprietary transaction opportunities as a result of the business relationships, direct outreach, and deal sourcing activities of our
management team. In addition to this proprietary deal flow, we anticipate that target business candidates will be brought to our attention
from various unaffiliated sources, including investment banking firms, consultants, accounting firms, private equity groups, large business
enterprises, and other market participants. 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 this Annual Report and know what types of businesses we are targeting.
Our initial shareholders, as well as their affiliates, may also bring to our attention target business candidates that they become aware
of through their business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade
shows or conventions. We have agreed to reimburse our initial shareholders for any out-of-pocket expenses related to identifying, investigating
and completing an initial business combination.

We are not prohibited from
pursuing an initial business combination with a business combination target that is affiliated with our initial shareholders or advisors
or making the acquisition through a joint venture or other form of shared ownership with our Sponsor, officers, directors or advisors.
In the event we seek to complete our initial business combination with a business combination target that is affiliated with our initial
shareholders or advisors, we, or a committee of independent directors, would obtain an opinion from an independent investment banking
firm or another independent entity that commonly renders valuation opinions that 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. As more fully discussed in the section
of this Annual Report entitled “Item 10. Directors, Executive Officers and Corporate Governance - Conflicts of Interest,”
if any of our officers or directors becomes aware of a business combination opportunity that falls within the line of business of any
entity to which he or she has pre-existing fiduciary or contractual obligations, he or she may be required to present such business combination
opportunity to such entity prior to presenting such business combination opportunity to us.

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. In addition, we intend to focus our search for an initial business combination in a single industry. By completing
our initial business combination with only a single entity, our lack of diversification may:

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

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

Limited Ability to Evaluate the Target’s
Management Team

Although we intend to closely
scrutinize the management of a prospective target business when evaluating the desirability of effecting our initial business combination
with that business, our assessment of the target business’ 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 or of our board, if any, in the target business cannot presently be stated with any certainty. 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 presently
unknown if any of them will devote their full efforts to our affairs subsequent to our initial business combination.

Moreover, we cannot assure
you that members of our management team will have significant experience or knowledge relating to the operations of the particular target
business. The determination as to whether any members of our board of directors will remain with the combined company will be made at
the time of our initial business combination.

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

8

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

We may conduct redemptions
without a shareholder vote pursuant to the tender offer rules of the SEC subject to the provisions of our amended and restated memorandum
and articles of association. However, we will seek shareholder approval if it is required by law or applicable stock exchange rule, or
we may decide to seek shareholder approval for business or other legal reasons. Presented in the table below is a graphic explanation
of the types of initial business combinations we may consider and whether shareholder approval is currently required under Cayman Islands
law for each such transaction.

Type of Transaction
Whether

Shareholder

Approval is

Required

Purchase of assets
No

Purchase of stock of target not involving a merger with the company
No

Merger of target into a subsidiary of the company
No

Merger of the company with a target
Yes

Notwithstanding the foregoing,
shareholder approval may otherwise be required in transactions where we also seek to amend our amended and restated memorandum and articles
of association in connection therewith.

Under the Nasdaq Stock Market
LLC’s (“NASDAQ”) listing rules, shareholder approval would be required for our initial business combination if, for
example:

●we issue ordinary shares that
will be equal to or in excess of 20% of the number of our ordinary shares then outstanding;

●any of our directors, officers
or substantial shareholders (as defined by NASDAQ rules) has a 5% or greater interest (or such persons collectively have a 10% or greater
interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance
of ordinary shares could result in an increase in outstanding common 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 shareholders’ approval of a proposed business combination in those instances in which shareholder approval is not required
by applicable law or stock exchange listing requirements will be made by us, solely in our discretion, and will be based on business and
legal reasons, which include a variety of factors, including, but not limited to: (i) the timing of the transaction, including in the
event we determine shareholder approval would require additional time and there is either not enough time to seek shareholder approval
or doing so would place the company at a disadvantage in the transaction or result in other additional burdens on the company; (ii) the
expected cost of holding a shareholder vote; (iii) the risk that the shareholders would fail to approve the proposed business combination;
(iv) other time and budget constraints of the company; and (v) additional legal complexities of a proposed business combination that would
be time-consuming and burdensome to present to shareholders.

Permitted Purchases of our Securities

In the event 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 initial shareholders, officers, directors or their affiliates may purchase public shares or rights in privately
negotiated transactions or in the open market either prior to or following the completion of our initial business combination. 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 securities in such transactions. They will not make any such purchases when they are in possession
of any material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange
Act. In the event that our initial shareholders or their affiliates purchase shares in privately negotiated transactions from public shareholders
who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections
to redeem their shares. We do not currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender
offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however,
if the purchasers determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply
with such rules.

9

The purpose of any such transactions
could be to (1) increase the likelihood of obtaining shareholder approval of the business combination by purchasing shares from holders
that have, or have indicated an intention to, vote against a proposed transaction (as those shares would no longer be voted on the proposed
transaction), (2) increase the likelihood of approval on any matters submitted to the rights holders for approval in connection with our
initial business combination by purchasing rights from holders that have, or have indicated an intention to, vote against a proposed matter
(as those rights would no longer be voted on the proposed matter) or (3) satisfy a closing condition in an agreement with a target that
requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears
that such requirement would otherwise not be met. Any such purchases of our securities may result in the completion of our initial business
combination that may not otherwise have been possible.

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, executive officers, advisors or their affiliates were to purchase public shares or
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 initial business combination transaction would disclose the possibility that our Sponsor, directors, executive
officers, advisors or any of their affiliates may purchase public shares or rights from public shareholders outside the redemption process,
along with the purpose of such purchases;

●If our Sponsor, directors,
executive officers, advisors or any of their affiliates were to purchase public shares 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 initial business combination transaction would include a representation that any of our securities purchased
by our Sponsor, directors, executive officers, advisors or any of their affiliates would not be voted in favor of approving the business
combination transaction;

●our Sponsor, directors, executive
officers, advisors or any of 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 Form
8-K, before our security holder meeting to approve the business combination transaction, the material terms of the purchases.

In addition, if such purchases
are made, the public “float” of our shares or rights 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.

It is anticipated that any
privately negotiated purchases would be as a result of either the shareholders contacting us directly or by our receipt of redemption
requests submitted by shareholders following our mailing of proxy materials in connection with our initial business combination. To the
extent that our initial shareholders, officers, directors or their affiliates enter into a private purchase, they would identify and contact
only potential selling shareholders who have expressed their election to redeem their shares for a pro rata share of the trust account
or vote against the business combination. Our initial shareholders or their affiliates will only purchase shares if such purchases comply
with Regulation M under the Exchange Act, Section 9(a)(2) of, or Rule 10b-5 under, the Exchange Act and the other federal securities laws.

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

We will provide our public
shareholders with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account 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, divided by
the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially
anticipated to be approximately $10.05 per public share. Our initial shareholders have entered into a letter agreement with us, pursuant
to which they have agreed to waive their redemption rights with respect to any founder shares, private shares and any public shares held
by them in connection with the completion of our initial business combination.

10

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 shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The
decision as to whether we will seek shareholder approval of a proposed business combination or conduct a tender offer will be made by
us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of
the transaction would require us to seek shareholder approval under the law or stock exchange listing requirement. Asset acquisitions
and stock purchases would not typically require shareholder approval while direct mergers with our company and any transactions where
we issue more than 20% of our outstanding shares or seek to amend our amended and restated memorandum and articles of association would
require shareholder approval. If we structure a business combination transaction with a target company in a manner that requires shareholder
approval, we will not have discretion as to whether to seek a shareholder vote to approve the proposed business combination.

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, pursuant to our amended and
restated memorandum and articles of association:

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

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

Upon the public announcement
of our initial business combination, we or our initial shareholders will terminate any plan established in accordance with Rule 10b5-1
to purchase our public shares in the open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5
under the Exchange Act.

In the event that 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 may be conditioned on public shareholders not tendering more than a specified number
of public shares which are not purchased by our initial shareholders, which number will be based on any net worth or cash requirement
which may be contained in the agreement relating to our initial business combination. If public shareholders tender more shares than we
have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

If, however, shareholder
approval of the transaction is required by law or stock exchange listing requirement, or we decide to obtain shareholder approval for
business or other legal reasons, we will, pursuant to our amended and restated memorandum and articles of association:

●conduct the redemptions in
conjunction with a proxy solicitation pursuant to Regulation 14A under 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.

11

If we seek shareholder approval,
we will complete our initial business combination only if a majority of the outstanding ordinary shares present and entitled to vote at
the general meeting are voted in favor of the business combination. A quorum for such meeting will consist of the holders present in person
or by proxy of outstanding shares of the company representing a majority of the voting power of all outstanding shares of the company
entitled to vote at such meeting. Our initial shareholders will count toward this quorum and have agreed to vote their founder shares
and, subject to applicable securities laws, any public shares purchased during or after the Initial Public Offering in favor of our initial
business combination provided that in connection with any proposed business combination, our initial shareholders will not vote any ordinary
shares that they purchase after we publicly announce our intention to engage in such proposed business combination. For purposes of seeking
approval of the majority of our outstanding ordinary shares voted, non-votes will have no effect on the approval of our initial business
combination once a quorum is obtained. As a result, in addition to our initial shareholders’ founder shares and private shares,
we would need (i) 3,539,585, or 30.8%, of the 11,500,000 public shares sold in the Initial Public Offering and the over-allotment to be
voted in favor of an initial business combination in order to have our initial business combination approved (assuming all outstanding
shares are voted, including the EBC founder shares, the EBC founder shares are voted in favor of the proposed initial business combination
(although they are not required to do so)), and (ii) none of the 11,500,000 public shares sold in the Initial Public Offering and the
over-allotment, to be voted in favor of an initial business combination in order to have our initial business combination approved (assuming
that only the minimum number of shares representing a quorum are voted but of those shares, the EBC founder shares are voted in favor
of the proposed initial business combination (although they are not required to do so)). We intend to give approximately 20 days (but
not less than 5 clear days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial
business combination.

These quorum and voting thresholds,
and the voting agreements of our initial shareholders, may make it more likely that we will consummate our initial business combination.
Each public shareholder may elect to redeem its public shares irrespective of whether it votes for or against the proposed transaction
or abstains from voting.

Limitation on Redemption upon Completion
of Initial Business Combination if we Seek Shareholder Approval

Notwithstanding the foregoing,
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, a public shareholder, together with any affiliate of such shareholder or any other person
with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be
restricted from seeking redemption rights with respect to any excess shares they own. We believe this restriction will discourage shareholders
from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their redemption rights
against a proposed business combination as a means to force us or our management to purchase their shares at a significant premium to
the then-current market price or on other undesirable terms.

By limiting our shareholders’
ability to redeem no more than 15% of the shares sold in the Initial Public Offering, we believe we will limit the ability of a small
group of shareholders to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection
with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of
cash. However, our amended and restated memorandum and articles of association does not restrict our shareholders’ ability to vote
all of their shares (including excess shares) for or against our initial business combination.

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

We may require our public
shareholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,”
to either tender their certificates to our transfer agent prior to the date set forth in the tender offer documents mailed to such holders,
or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials,
or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At
Custodian) System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of
our public shares in connection with our initial business combination will indicate whether we are requiring public shareholders to satisfy
such delivery requirements. Accordingly, a public shareholder would have from the time we send out our tender offer materials until the
close of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials, as
applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Given the relatively short exercise period, it
is advisable for shareholders to use electronic delivery of their public shares.

12

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

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

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

If our initial business combination
is not approved or completed for any reason, then our public shareholders who elected to exercise their redemption rights would not be
entitled to redeem their shares for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates
delivered by public holders who elected to redeem their shares.

If our initial proposed business
combination is not completed, we may continue to try to complete a business combination with a different target until 18 months from the
closing of the Initial Public Offering.

Redemption of Public Shares and Liquidation
if no Initial Business Combination

Our amended and restated
memorandum and articles of association provides that we will have only 18 months from the closing of the Initial Public Offering, we will:
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account, including interest earned on the funds held in the trust account (less up to $100,000 of interest to pay liquidation and
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,
dissolve and liquidate, 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 18-month time period. Our amended and restated memorandum
and articles of association provides that, if we wind up for any other reason prior to the consummation of our initial business combination,
we will follow the foregoing procedures with respect to the liquidation of the trust account as promptly as reasonably possible but not
more than 10 business days thereafter, subject to applicable Cayman Islands law.

13

Our initial shareholders
and EBC have waived their rights to liquidating distributions from the trust account with respect to any founder shares or private shares
held by them if we fail to complete our initial business combination within 18 months from the closing of the Initial Public Offering.
However, if our initial shareholders or EBC acquired 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 allotted 18-month time period.

Our initial shareholders
have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and restated memorandum and
articles of association (i) that would modify the substance or timing of our obligation to allow redemption in connection with our initial
business combination or to redeem 100% of our public shares if we do not complete our initial business combination within 18 months from
the closing of the Initial Public Offering, or (ii) with respect to any other material provision relating to shareholders’ rights
or pre-initial business combination activity, 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, divided by the number of then outstanding public shares.

We expect that all costs
and expenses associated with implementing our plan of liquidation and dissolution, as well as payments to any creditors, will be funded
from amounts remaining out of the approximately $500,000 of proceeds held outside the trust account immediately after the Initial Public
Offering, although we cannot assure you that there will be sufficient funds for such purpose. However, if those funds are not sufficient
to cover the costs and expenses associated with implementing our plan of liquidation and 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 sale of the private units, other than the proceeds deposited in the trust account,
and without taking into account interest, if any, earned on the trust account, the per-share redemption amount received by shareholders
upon our dissolution would be approximately $10.05. The proceeds deposited in the trust account could, however, become subject to the
claims of our creditors which would have higher priority than the claims of our public shareholders. We cannot assure you that the actual
per-share redemption amount received by shareholders will not be substantially less than $10.05.

Although we will seek 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 and claim of any kind in or to any monies held in the trust account for the benefit of our public
shareholders, there is no guarantee that they will execute such agreements or even if they execute such agreements that they would be
prevented from bringing claims against the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility
or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with
respect to a claim against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement
waiving such claims to the monies held in the trust account, our management will perform an analysis of the alternatives available to
it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s
engagement would be significantly more beneficial to us than any alternative. Examples of possible instances where we may engage a third
party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed
by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management
is unable to find a service provider willing to execute a waiver.

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. Our Sponsor has agreed that they
will be liable to us if and to the extent any claims by a third party for services rendered or products sold to us, or a prospective target
business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below
(i) $10.05 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of
the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to
pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and
except as to any claims under our indemnity of the underwriters of the Initial Public Offering against certain liabilities, including
liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, then our
Sponsor will not be responsible to the extent of any liability for such third party claims We have not independently verified whether
our Sponsor has sufficient funds to satisfy their indemnity obligations and believe that our Sponsor’s only assets are securities
of our company. We have not asked our Sponsor to reserve for such indemnification obligations. Therefore, we believe it is unlikely that
our Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the trust account,
the funds available for our initial business combination and redemptions could be reduced to less than $10.05 per public share. In such
event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection
with any redemption of your public shares. None of our officers or directors are required to indemnify us for claims by third parties
including, without limitation, claims by vendors and prospective target businesses.

14

In the event that the proceeds
in the trust account are reduced below (i) $10.05 per public share or (ii) such lesser amount per public share held in the trust account
as of the date of the liquidation of the trust account, due to reductions in value of the trust assets, in each case net of the amount
of interest which may be withdrawn to pay taxes, and our Sponsor asserts that they are unable to satisfy their indemnification obligations
or that they have no indemnification obligations related to a particular claim, our independent directors would determine whether to take
legal action against our Sponsor to enforce such indemnification obligations. While we currently expect that our independent directors
would take legal action on our behalf against our Sponsor to enforce their indemnification obligations to us, it is possible that our
independent directors in exercising their business judgment may choose not to do so 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. We have not asked our Sponsor to reserve for such indemnification obligations and we cannot assure you
that our Sponsor would be able to satisfy those obligations. Accordingly, we cannot assure you that due to claims of creditors the actual
value of the per-share redemption price will not be less than $10.05 per public share.

We will seek to reduce the
possibility that our Sponsor will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service
providers, prospective target businesses or other entities with which we do business execute agreements with us waiving any right, title,
interest or claim of any kind in or to monies held in the trust account. Our Sponsor will also not be liable as to any claims under our
indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act.
We will have access to up to approximately $500,000 from the proceeds of the Initial Public Offering with which to pay any such potential
claims. 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. In the event that our offering expenses
exceed our estimate of $500,000, we may fund such excess with funds from the funds not to be held in the trust account. In such case,
the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount. Conversely, in the event
that the offering expenses are less than our estimate of $500,000, the amount of funds we intend to be held outside the trust account
would increase by a corresponding amount.

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

Our public shareholders will
be entitled to receive funds from the trust account only (i) in the event of the redemption of our public shares if we do not complete
our initial business combination within 18 months from the closing of the Initial Public Offering, (ii) in connection with a shareholder
vote to amend our amended and restated memorandum and articles of association that would affect the substance or timing of our obligation
to provide for the redemption of our public shares in connection with an initial business combination or to redeem 100% of our public
shares if we have not consummated an initial business combination within 18 months from the closing of the Initial Public Offering or
(iii) if they redeem their respective shares for cash upon the completion of the initial business combination. In no other circumstances
will a shareholder have any right or interest of any kind to or in the trust account. In the event we seek shareholder approval in connection
with our initial business combination, a shareholder’s voting in connection with the business combination alone will not result
in a shareholder’s redeeming its shares to us for an applicable pro rata share of the trust account. Such shareholder must have
also exercised its redemption rights described above. These provisions of our amended and restated memorandum and articles of association,
like all provisions of our amended and restated memorandum and articles of association, may be amended with a shareholder vote.

15

Comparison of Redemption
or Purchase Prices in Connection with our Initial Business Combination and if We Fail to Complete our Initial Business Combination

The following table compares
the redemptions and other permitted purchases of public shares that may take place in connection with the completion of our initial business
combination and if we are unable to complete our initial business combination within 18 months from the closing of the Initial Public
Offering.

Redemptions in

Connection

with our Initial

Business Combination

Other Permitted

Purchases of Public

Shares by us or our

Affiliates

Redemptions if we

fail to Complete

an Initial

Business Combination

Calculation of redemption price

Redemptions at the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of the initial business combination (which is initially anticipated to be $10.05 per public share), including interest earned on the funds held in the trust account, divided by the number of then outstanding public shares, subject to any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination.

If we seek shareholder approval of our initial business combination, our initial shareholders, or their affiliates may purchase shares in privately negotiated transactions or in the open market prior to or following completion of our initial business combination. There is no limit to the prices that our initial shareholders or their affiliates may pay in these transactions.

If we are unable to complete our initial business combination within 18 months from the closing of the Initial Public Offering, we will redeem all public shares at a per-share price, payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.05 per public share), including interest earned on the funds held in the trust account, (less up to $100,000 of interest to pay liquidation and dissolution expenses), divided by the number of then outstanding public shares.

Impact to remaining shareholders

The redemptions in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of taxes payable released to us.

If the permitted purchases described above are made, there would be no impact to our remaining shareholders because the purchase price would not be paid by us.

The redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share for the shares held by our initial shareholders, who will be our only remaining shareholders after such redemptions.

16

Competition

In identifying, evaluating,
and selecting a target business for our initial business combination, we may encounter intense competition from other entities having
a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, 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 we do. Our ability to acquire larger target businesses will be limited by our available financial resources.
This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay
cash in connection with our public shareholders who exercise their redemption rights may reduce the resources available to us for our
initial business combination and our outstanding 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.

Facilities

Our office address is 850
Library Avenue, Suite 204 Newark, DE 19711. Pursuant to the Administrative Services Agreement, until the completion of our initial business
combination or liquidation, we will pay a monthly fee of $10,000 to our Sponsor for secretarial and administrative services.

Employees

We currently have two executive
officers, Kanat Mynzhanov and Askar Mametov. These individuals are not obligated to devote any specific number of hours to our matters
but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination.
The amount of time they will devote in any time period will vary based on whether a target business has been selected for our initial
business combination and the stage of the initial business combination process we are in. We do not intend to have any full-time employees
prior to the completion of our initial business combination.

Periodic Reporting and Financial Information

We have registered our units,
ordinary shares and 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 will contain financial statements
audited and reported on by our independent registered public accountants.

We will provide shareholders
with audited financial statements of the prospective target business as part of the proxy solicitation or tender offer materials, as applicable,
sent to shareholders. These financial statements may be required to be prepared in accordance with, or reconciled to, GAAP or IFRS, depending
on the prospective target business, 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 acquire 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 you 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.

17

We are required to evaluate
our internal control procedures for the fiscal year ending December 31, 2025 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 comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting.
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 acquisition.

We have filed a Registration
Statement on Form 8-A with the SEC to voluntarily register our securities under Section 12 of the Exchange Act. As a result, we are subject
to the rules and regulations promulgated under the Exchange Act. 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 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.

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 take advantage of the benefits of this extended transition period.

Legal Proceedings

There is no material litigation,
arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such.

18

RISK FACTORS SUMMARY

An investment in our securities
involves a high degree of risk. The occurrence of one or more of the events or circumstances described in the section entitled “Risk
Factors,” alone or in combination with other events or circumstances, may materially adversely affect our business, financial condition
and operating results. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.
Such risks include, but are not limited to, the following:

Risks Related to our Search for, Consummation
of, or Inability to Consummate, a Business Combination

●We are a Cayman Islands exempted
company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.

●Our independent registered
public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continue
as a “going concern.”

●Our public shareholders may
not be afforded an opportunity to vote on our proposed initial business combination, which means we may complete our initial business
combination even though a majority of our public shareholders do not support such a combination.

●The ability of our public shareholders
to exercise redemption rights with respect to a large number of our shares may not allow us to complete the most desirable initial business
combination or optimize our capital structure.

●We may not be able to complete
our initial business combination within the prescribed time frame, in which case we would cease all operations except for the purpose
of winding up and we would redeem our public shares and liquidate, in which case our public shareholders may receive only their pro rata
portion of the funds in the trust account that are available for distribution to public shareholders, and our rights will expire without
value to the holder.

●You will not have any rights
or interests in funds from the trust account, except under certain limited circumstances. To liquidate your investment, therefore, you
may be forced to sell your public shares or rights potentially at a loss.

●We may seek acquisition opportunities
in industries or sectors which may be outside of our management’s area of expertise.

●Past performance by our management
team, our advisors and our initial shareholders may not be indicative of future performance of an investment in us.

Risks Related to Our Securities

●NASDAQ may delist our securities
from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional
trading restrictions.

Risks Related to Our Management

●Our officers and directors
may allocate their time to other businesses and may become officers or directors of any other special purpose acquisition companies,
thereby causing conflicts of interest in their determination as to how much time to devote to our affairs and whether to present potential
target to us instead of to our competitors. This conflict of interest could have a negative impact on our ability to complete our initial
business combination.

●Our initial shareholders and
their respective affiliates may have competitive pecuniary interests that conflict with our interests.

Post Business Combination Risks

●Our management will most likely
not maintain control of a target business after our initial business combination. We cannot provide assurance that, upon loss of control
of a target business, new management will possess the skills, qualifications, or abilities necessary to profitably operate such business.

●We may seek acquisition opportunities
with an early-stage company, a financially unstable business or an entity lacking an established record of revenue or earnings.

Risks Related to Acquiring and Operating a
Business Outside of the United States

●Because of the costs and difficulties
inherent in managing cross-border business operations, our results of operations may be negatively impacted.

●If we effect an initial business
combination with a company located outside of the United States, the laws applicable to such company will likely govern all of our material
agreements and we may not be able to enforce our legal rights.

19