▸ The Extension Amendment contemplated by the Extension Amendment Proposal contravenes Nasdaq rules, and as a result, could lead Nasdaq to suspend trading in the Company’s securities or lead the Company to be delisted from Nasdaq.· · ● 1 ▸ We may be deemed a “foreign person” under the regulations relating to the Committee on Foreign Investment in the United States (“CFIUS”), and our failure to obtain any required approvals within the requisite time period may require us to liquidate.· · ● 1 ▸ Because each unit contains one-half of one redeemable warrant and only a whole warrant may be exercised, the units may be worth less than units of other blank check companies.· ● ● 2 ▸ If third parties bring claims against us, the proceeds held in the Trust Account could be reduced and the per-share redemption amount received by shareholders may be less than $10.10 per public share.· ● ● 2 ▸ Of the net proceeds from the closing of our initial public offering and the sale of the private placement warrants, as of May 29, 2024, up to $13.3 million is available to complete our initial business combination and pay related fees and expenses.· ● ● 2 rw ▸ Recent increases in inflation and interest rates in the United States and elsewhere could make it more difficult for us to consummate an initial business combination.· ● ● 2 ▸ The COVID-19 pandemic and the impact on business and debt and equity markets could have a material adverse effect on our search for a business combination, and any target business with which we ultimately consummate a business combination.· ● ● 2 ▸ The current conflict between Russia and Ukraine and Hamas’ attack of Israel and the ensuing war has exacerbated market instability and disrupted the global economy and may adversely affect our business, results of operations and financial condition.· ● ● 2 rw ▸ If third parties bring claims against us, the proceeds held in the trust account could be reduced and the● · · 1 ▸ If we are unable to complete an initial business combination within the● · · 1 ▸ If we have not consummated an initial business combination within 18 months from the closing of our initial public offering, our public shareholders may be forced to wait beyond such 18 months before redemption from our trust account.● · · 1 ▸ group In the event we acquire a● · · 1 ▸ group Our initial shareholders and anchor investors own, on an● · · 1 ▸ Our sponsor, anchor investors, directors, advisors and officers owned, directly or indirectly, on an● · · 1 ▸ Section 404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form● · · 1 ▸ The securities in which we invest the proceeds held in the trust account could bear a negative rate of interest, which could reduce the interest income available for payment of taxes or reduce the value of the assets held in trust such that the● · · 1 ▸ This is different than some other similarly structured blank check companies in which the initial shareholders will only be issued an aggregate of 20% of the total number of shares to be outstanding prior to the initial business combination.● · · 1 ▸ We do not intend to utilize these exemptions and intend to comply with the corporate governance requirements of Nasdaq, subject to applicable● · · 1 ▸ We may be a passive foreign investment company, which could result in adverse U.S. federal income tax consequences to U.S. investors.● · · 1 ▸ A conflict of interest may arise in determining whether a particular target business is appropriate for our initial business combination.● ● ● 3 ▸ A provision of our warrant agreement may make it more difficult for us to consummate an initial business combination.● ● ● 3 ▸ Because we are incorporated under the laws of the Cayman Islands, you may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited.● ● ● 3 ▸ Because we must furnish our shareholders with target business financial statements, we may lose the ability to complete an otherwise advantageous initial business combination with some prospective target businesses.● ● ● 3 ▸ Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to negotiate and complete our initial business combination, and results of operations.● ● ● 3 ▸ Changes in the market for directors and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business combination.● ● ● 3 ▸ Compliance obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate a business combination, require substantial financial and management resources, and increase the time and costs of completing an acquisition.● ● ● 3 ▸ Cyber incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial loss.● ● ● 3 ▸ Exchange rate fluctuations and currency policies may cause a target business’s ability to succeed in the international markets to be diminished.● ● ● 3 rw ▸ Holders of Class A ordinary shares will not be entitled to vote on any election of directors we hold prior to our initial business combination.● ● ● 3 ▸ If a shareholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.● ● ● 3 ▸ If our management following our initial business combination is unfamiliar with United States securities laws, they may have to expend time and resources becoming familiar with such laws, which could lead to various regulatory issues.● ● ● 3 ▸ If we seek shareholder approval of our initial business combination, our sponsor, anchor investors, directors, advisors and officers have agreed to vote in favor of such initial business combination, regardless of how our public shareholders vote.● ● ● 3 ▸ 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.● ● ● 3 ▸ None of the private placement warrants will be redeemable by us.● ● ● 3 ▸ Our amended and restated memorandum and articles of association contain provisions that may discourage unsolicited takeover proposals that shareholders may consider to be in their best interests.● ● ● 3 ▸ Our directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public shareholders.● ● ● 3 ▸ Our executive officers, advisors, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests.● ● ● 3 ▸ Our initial shareholders and anchor investors control a substantial interest in us and thus may exert a substantial influence on actions requiring a shareholder vote, potentially in a manner that you do not support.● ● ● 3 ▸ Our letter agreement with our sponsor, officers, advisors and directors may be amended without shareholder approval.● ● ● 3 ▸ Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.● ● ● 3 ▸ Our 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 shareholders do not support such a combination.● ● ● 3 ▸ Our warrants may have an adverse effect on the market price of our Class A ordinary shares and make it more difficult to effectuate our initial business combination.● ● ● 3 ▸ Past performance by our management team, advisors or their respective affiliates may not be indicative of future performance of an investment in us.● ● ● 3 ▸ Please see the section entitled “Business—Shareholders May Not Have the Ability to Approve Our Initial Business Combination” for additional information.● ● ● 3 ▸ Provisions in our amended and restated memorandum and articles of association may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our Class A ordinary shares and could entrench management.● ● ● 3 ▸ Risks Associated with Acquiring and Operating a Business in Foreign Countries● ● ● 3 ▸ Risks Relating to Our Search for, and Consummation of or Inability to Consummate, a Business Combination● ● ● 3 ▸ group Risks Relating to Our Securities● ● ● 3 ▸ group Risks Relating to Our Sponsor and Management Team● ● ● 3 ▸ 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 business combination or optimize our capital structure.● ● ● 3 ▸ The ability of our public shareholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.● ● ● 3 ▸ The unexpected loss of the services of one or more of our directors or executive officers could have a detrimental effect on us.● ● ● 3 ▸ The warrants may become exercisable and redeemable for a security other than the Class A ordinary shares, and you will not have any information regarding such other security at this time.● ● ● 3 ▸ Unlike some other similarly structured blank check companies, our sponsor, directors, advisors and officers will receive additional Class A ordinary shares if we issue shares to consummate an initial business combination.● ● ● 3 ▸ We are a recently incorporated company with no operating history and no revenues, and you have no basis on which to evaluate our ability to achieve our business objective.● ● ● 3 ▸ We are dependent upon our executive officers, directors and advisors and their loss could adversely affect our ability to operate.● ● ● 3 ▸ We are subject to changing law and regulations regarding regulatory matters, corporate governance and public disclosure that have increased both our costs and the risk of non-compliance.● ● ● 3 rw ▸ We may attempt to complete our initial business combination with a private company about which little information is available, which may result in a business combination with a company that is not as profitable as we suspected, if at all.● ● ● 3 ▸ We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our sponsor, executive officers, advisors or directors, which may raise potential conflicts of interest.● ● ● 3 ▸ We may not have sufficient funds to satisfy indemnification claims of our directors and executive officers.● ● ● 3 ▸ We may not hold an annual meeting of shareholders until after the consummation of our initial business combination.● ● ● 3 ▸ We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your warrants worthless.● ● ● 3 ▸ We may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result in taxes imposed on shareholders.● ● ● 3 ▸ We may reincorporate in another jurisdiction in connection with our initial business combination, and the laws of such jurisdiction may govern some or all of our future material agreements, and we may not be able to enforce our legal rights.● ● ● 3 rw ▸ We may seek acquisition opportunities in industries or sectors which may or may not be outside of our management’s area of expertise.● ● ● 3 ▸ We may seek business combination opportunities with a high degree of complexity that require significant operational improvements, which could delay or prevent us from achieving our desired results.● ● ● 3 ▸ Your only opportunity to affect the investment decision regarding a potential business combination may be limited to the exercise of your right to redeem your shares from us for cash.● ● ● 3 
